##### 



CREDIT AGREEMENT
   ASYST TECHNOLOGIES, INC.
ASYST JAPAN, INC.   ASYST SHINKO, INC.,
 KEYBANK NATIONAL ASSOCIATION,
   
 CITIBANK N.A.
 SILICON VALLEY BANK
 KEYBANC CAPITAL MARKETS,




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TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01 Defined Terms
    
    
    11.02 Other Interpretive Provisions
    
    
    311.03 Accounting Terms
    
    
    321.04 Rounding
    
    
    321.05 Exchange Rates; Currency Equivalents
    
    
    321.06 Change of Currency
    
    
    331.07 Times of Day
    
    
    331.08 Letter of Credit Amounts
    
    
    33ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
    
    
    332.01 The Loans
    
    
    332.02 Borrowings, Conversions and Continuations of Loans
    
    
    342.03 Letters of Credit
    
    
    362.04 Swing Line Loans
    
    
    452.05 Prepayments
    
    
    472.06 Termination or Reduction of Commitments
    
    
    502.07 Repayment of Loans
    
    
    502.08 Interest
    
    
    512.09 Fees
    
    
    522.10 Computation of Interest and Fees
    
    
    522.11 Evidence of Debt
    
    
    522.12 Payments Generally; Administrative Agents Clawback
    
    
    532.13 Sharing of Payments by Lenders
    
    
    552.14 Designated Borrowers; Relationship among Borrowers
    
    
    55ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    573.01 Taxes
    
    
    573.02 Illegality
    
    
    593.03 Inability to Determine Rates
    
    
    593.04 Increased Costs; Reserves on LIBOR Rate Loans
    
    
    593.05 Compensation for Losses
    
    
    613.06 Mitigation Obligations; Replacement of Lenders
    
    
    623.07 Survival
    
    
    62ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    624.01 Conditions of Initial Credit Extension
    
    
    624.02 Conditions to all Credit Extensions
    
    
    65ARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    665.01 Existence, Qualification and Power
    
    
    665.02 Authorization; No Contravention
    
    
    675.03 Governmental Authorization; Other Consents
    
    
    675.04 Binding Effect
    
    
    675.05 Financial Statements; No Material Adverse Effect; No Internal Control Event
    
    
    675.06 Litigation
    
    
    685.07 Material Contracts
    
    
    695.08 Ownership of Property; Liens; Investments
    
    
    695.09 Environmental Compliance
    
    
    705.10 Insurance
    
    
    71
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Page5.11 Taxes
    
    
    715.12 ERISA Compliance
    
    
    715.13 Subsidiaries; Equity Interests; Loan Parties
    
    
    725.14 Margin Regulations; Investment Company Act
    
    
    725.15 Disclosure
    
    
    725.16 Compliance with Laws
    
    
    735.17 Intellectual Property; Licenses, Etc.
    
    
    735.18 Solvency
    
    
    735.19 Casualty, Etc.
    
    
    735.20 Labor Matters
    
    
    735.21 Collateral Documents
    
    
    735.22 Representations as to Foreign Obligors
    
    
    745.23
Issuance of Subordinated Debt; Status of Obligations as Senior Indebtedness, etc.
    
    
    74ARTICLE VI AFFIRMATIVE COVENANTS
    
    
    756.01 Financial Statements
    
    
    756.02 Certificates; Other Information
    
    
    766.03 Notices
    
    
    796.04 Payment of Obligations
    
    
    796.05
Preservation of Existence, Etc.
    
    
    806.06 Maintenance of Properties
    
    
    806.07 Maintenance of Insurance
    
    
    806.08 Compliance with Laws
    
    
    806.09 Books and Records
    
    
    806.10 Inspection Rights
    
    
    806.11 Use of Proceeds
    
    
    816.12 [Reserved]
    
    
    816.13 Covenant to Guarantee Obligations and Give Security
    
    
    816.14 Compliance with Environmental Laws
    
    
    856.15 Preparation of Environmental Reports
    
    
    856.16 Further Assurances
    
    
    866.17 Compliance with Terms of Leaseholds
    
    
    866.18 Foreign Government Scheme or Arrangement: Foreign Plan
    
    
    876.19 Lien Searches
    
    
    876.20 Material Contracts
    
    
    876.21 Designation as Senior Debt
    
    
    876.22
Security Interests in Accounts, Etc.
    
    
    876.23 Approvals and Authorizations
    
    
    886.24 Post Closing Covenants
    
    
    88ARTICLE VII NEGATIVE COVENANTS
    
    
    897.01 Liens
    
    
    897.02 Indebtedness
    
    
    917.03 Investments
    
    
    927.04 Fundamental Changes
    
    
    947.05 Dispositions
    
    
    957.06 Restricted Payments
    
    
    967.07 Change in Nature of Business
    
    
    967.08 Transactions with Affiliates
    
    
    967.09 Burdensome Agreements
    
    
    977.10 Use of Proceeds
    
    
    977.11 Financial Covenants
    
    
    977.12 Capital Expenditures
    
    
    977.13 Amendments of Organization Documents
    
    
    97
 ii




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Page7.14 Accounting Changes
    
    
    977.15 Prepayments, Etc. of Indebtedness
    
    
    977.16 Amendment, Etc. of Debt Documents
    
    
    977.17 Designation of Senior Debt
    
    
    987.18 Lease Obligations
    
    
    98ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
    
    
    988.01 Events of Default
    
    
    988.02 Remedies Upon Event of Default
    
    
    1018.03 Application of Funds
    
    
    101ARTICLE IX ADMINISTRATIVE AGENT
    
    
    1029.01 Appointment and Authority
    
    
    1029.02 Rights as a Lender
    
    
    1039.03 Exculpatory Provisions
    
    
    1039.04 Reliance by Administrative Agent
    
    
    1049.05 Delegation of Duties
    
    
    1049.06 Resignation of Administrative Agent
    
    
    1049.07 Non-Reliance on Administrative Agent and Other Lenders
    
    
    1059.08 No Other Duties, Etc.
    
    
    1059.09 Administrative Agent May File Proofs of Claim
    
    
    1059.10 Collateral and Guaranty Matters
    
    
    106ARTICLE X MISCELLANEOUS
    
    
    10710.01 Amendments, Etc.
    
    
    10710.02 Notices; Effectiveness; Electronic Communications
    
    
    10810.03 No Waiver; Cumulative Remedies
    
    
    11010.04 Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses
    
    
    11010.05 Payments Set Aside
    
    
    11110.06 Successors and Assigns
    
    
    11210.07 Treatment of Certain Information; Confidentiality
    
    
    11610.08 Right of Setoff
    
    
    11710.09 Interest Rate Limitation
    
    
    11710.10 Counterparts; Integration; Effectiveness
    
    
    11710.11 Survival of Representations and Warranties
    
    
    11810.12 Severability
    
    
    11810.13 Replacement of Lenders
    
    
    11810.14
Governing Law; Jurisdiction; Etc.
    
    
    11910.15 Waiver of Jury Trial
    
    
    12010.16 California Judicial Reference
    
    
    12010.17 No Advisory or Fiduciary Responsibility
    
    
    12010.18 USA PATRIOT Act Notice
    
    
    12110.19 Time of the Essence
    
    
    12110.20 Judgment Currency
    
    
    12110.21 Appointment and Authority of the Company
    
    
    12110.22 ENTIRE AGREEMENT
    
    
    12110.23 Lenders Joint and Several Rights with Respect to Taiwanese Collateral
    
    
    12210.24 Collection Allocation Mechanism
    
    
    122
 iii




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2.01
    
    Commitments and Applicable Percentages5.03
    
    Certain Authorizations5.05(b)
    
    Existing Indebtedness5.05(d)
    
    Internal Control Events5.06
    
    Litigation5.07
    
    Material Contracts5.08(b)
    
    Existing Liens5.08(c)
    
    Owned Real Property5.08(d)(i)
    
    Leased Real Property (Lessee)5.08(d)(ii)
    
    Leased Real Property (Lessor)5.08(e)
    
    Existing Investments5.08(f)
    
    Material Personal Property5.08(g)
    
    Accounts5.12(d)(ii)
    
    Foreign Plans5.13
    
    Subsidiaries and Other Equity Investments; Loan Parties5.17
    
    Intellectual Property Matters5.21
    
    Perfection Filings5.22
    
    Taxes, Etc.6.02(f)
    
    Certain Other Information6.13
    
    Guarantors7.02
    
    Continuing Indebtedness10.02
    
    Administrative Agents Office, Certain Addresses for Notices10.06
    
    Processing and Recordation Fees
 iv




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Form ofA
    
    Committed Loan NoticeB
    
    Swing Line Loan NoticeC-1
    
    Term NoteC-2
    
    Revolving Credit NoteD
    
    Compliance CertificateE
    
    Assignment and AssumptionF-1
    
    Company GuarantyF-2
    
    US Subsidiary GuarantyF-3
    
    Japanese GuarantyF-4
    
    Taiwanese Subsidiary GuarantyF-5
    
    Korean Subsidiary GuarantyF-6
    
    ASI Subsidiary GuarantyG-1
    
    US Security AgreementG-2
    
    Japanese Security AgreementsG-2A AJI Japanese Security AgreementG-2B ASI Japanese Security AgreementG-2C ATI Japanese Security AgreementG-3
    
    Korean Security AgreementsG-4
    
    Taiwanese Security AgreementsH
    
    Designated Borrower Request and Assumption AgreementI
    
    Designated Borrower NoticeJ
    
    Closing Date CertificateK
    
    Solvency Certificate
 v




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Company ATI ASI Section 2.14 Designated Borrower Borrowers Lenders Lender
   
 Defined Terms
 Accounts
 Acquisition Agreement Shinko
 Additional Lender
 Administrative Agent
 Administrative Agents Office
 Administrative Questionnaire
 Affiliate
 Aggregate Commitments
 1




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Agreement
 AJI
 AJI Japanese Security Agreement Exhibit G-2A
 Applicable Foreign Obligor Documents Section
5.22
 Applicable Percentage Section 8.02 Schedule 2.01
 Applicable Rate Section 6.02(b) Section 6.02(b)
 Revolving Credit Facility
    
    Term Loan FacilityConsolidated
    
    
    
    
    
    LIBOR RateTotal
    
    
    
    
    
    Loans &Pricing
    
    Leverage
    
    Commitment
    
    Letters of
    
    Base Rate
    
    LIBOR
    
    Base RateLevel
    
    Ratio
    
    Fee
    
    Credit
    
    Loans
    
    Rate Loans
    
    Loans1
    
    less than or equal to 2.0:1
    
    
    0.375
    %
    
    
    2.00
    %
    
    
    1.00
    %
    
    
    2.50
    %
    
    
    1.50
    %2
    
    greater than 2.0:1 but less than or equal to 2.5:1
    
    
    0.375
    %
    
    
    2.25
    %
    
    
    1.25
    %
    
    
    2.75
    %
    
    
    1.75
    %3
    
    greater than 2.5:1 but less than or equal to 3.0:1
    
    
    0.50
    %
    
    
    2.50
    %
    
    
    1.50
    %
    
    
    2.75
    %
    
    
    1.75
    %4
    
    greater than 3.0:1
    
    
    0.50
    %
    
    
    2.75
    %
    
    
    1.75
    %
    
    
    2.75
    %
    
    
    1.75
    %
 2




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Section 6.02(b) provided
 Applicable Revolving Credit Percentage
 Applicable Time
 Applicant Borrower Section 2.14
 Appropriate Lender Section 2.03(a) Section 2.04(a)
 Approved Fund
 Arranger
 ASI
 ASI Japanese Security Agreement
 ASI Subsidiary Guaranty Exhibit F-7
 ASAI
 Asset Sale
 3




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Asset Trigger Event
 Assignee Group
 Assignment and Assumption Section 10.06(b) Exhibit E
 AST
 ATI Japanese Security Agreement Exhibit G-2C
 ATT
 Attributable Indebtedness
 Audited Financial Statements
 Availability Period Section 2.06 Section 8.02.
 Base Rate
 4




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Base Rate Loan
 Borrowers
 Borrower Account Section 2.05(d)
 Borrower Materials Section 6.02
 Borrowing
 Business Day
    CAM Exchange
 CAM Exchange Date Section 8.01(f) (g) Section 8.02
 CAM Percentage
 Capital Expenditures
 5




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Capitalized Leases
 Cash Collateral Account
 Cash Collateralize Section 2.03(g)
 Cash Equivalents
  clause (c)
  clauses (a) (b) (c)
 Cash Management Agreement
 Cash Management Bank
 CERCLA
 CERCLIS
 6




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CFC
 Change in Law
 Change of Control
     Closing Date Section
4.01
 7




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Closing Date Certificate Exhibit J
 Code
 Collateral
 Collateral Documents
 Commitment
 Committed Loan Notice Section 2.02(a) Exhibit A
 Company
 Company Guaranty Exhibit F-1
 Compliance Certificate Exhibit
D
 Consolidated EBITDA plus minus
 Consolidated Fixed Charge Coverage Ratio
 Consolidated Funded Indebtedness
 Consolidated Interest Charges
 8




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Consolidated Net Income provided
 Consolidated Senior Indebtedness
 Consolidated Senior Leverage Ratio
 Consolidated Total Leverage Ratio
 Continuing Debt Section 7.02(d)
 Contractual Obligation
 Control Controlling Controlled
 Control Agreement
 9




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Copyright Security Agreement
 Credit Extension
 Debtor Relief Laws
 Default
 Default Rate plus plus provided plus
 Defaulting Lender
 Designated Borrowe
 Designated Borrower Notice Section 2.14.
 Designated Borrower Request and Assumption Agreement Section 2.14
 Disclosed Litigation Section 5.06
 Disposition Dispose
 Dollar $
 Dollar Equivalent
 10




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Eligible Assignee Section 10.06(b) (iii) (v) (vi) Section 10.06(b (iii)
 Environmental Laws
 Environmental Liability
 Environmental Permit
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 11




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Escrow Agreement
 Event of Default Section 8.01
 Excluded Accounts
 Excluded Taxes Section 10.13 Section 3.01(e) Section 3.01(a) Section 3.01(e)
 Existing Credit Agreement
 Existing Indebtedness Section 5.05(b)
 Facility
 Federal Funds Rate provided
 12




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Fee Letter
 Filing System Section 6.16
 Forbearance Letter
 Foreign Government Scheme or Arrangement Section
5.12(d)
 Foreign Lender
 Foreign Obligor
 Foreign Plan Section 5.12(d)
 Foreign Plan Event
 Foreign Subsidiary
 FRB
 Fund
 Funded Indebtedness clauses (a) (e) clauses (a) (f)
 13




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GAAP
 Governmental Authority
 Granting Lender Section 10.06(h)
 Guarantee
 Guaranties
 Hazardous Materials
 Hedge Bank
 Honor Date Section 2.03(c)
 14




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Indebtedness
       plus
   Indemnified Taxes
 Indemnitees Section 10.04(b)
 Information Section 10.07
 Interest Payment Date provided
 15




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Interest Period provided
    Internal Control Event
 Investment
 IP Rights Section 5.18
 IP Security Agreements
 IRS
 ISP
 Issuer Documents
 16




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Japanese Borrowers
 Japanese Collateral
 Japanese Collateral Documents Section
6.13
 Japanese Guaranty Exhibit F-3
 Japanese Loan Party
 Japanese Mortgages
 Japanese Security Agreement Section 6.13
 Japanese Subsidiary
 Japanese Subsidiary Guarantors Schedule 6.13 Section 6.13
 KeyBank
 Korean Collateral
 Korean Collateral Documents Section
6.13
 17




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Korean Loan Party
 Korean Mortgages
 Korean Security Agreements Exhibit G-3 Section 6.13
 Korean Subsidiary
 Korean Subsidiary Guarantors Schedule 6.13 Section 6.13
 Korean Subsidiary Guaranty Korean Exhibit F-4
 Laws
 L/C Advance
 L/C Borrowing
 L/C Credit Extension
 L/C Issuer
 L/C Obligations plus Section 1.08
 Lender
 18




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Lending Office
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 Letter of Credit Fee Section 2.03(i)
 Letter of Credit Sublimit
 LIBOR Rate BBA LIBOR
 LIBOR Rate Loan Section 2.02(c)
 Lien
 Loan Article II
 Loan Documents provided Articles IV IX
 Loan Parties
 Material Adverse Effect
 19




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Material Contract provided
 Material Personal Property provided
 Material Property
 Material Real Property
 Maturity Date
 Measurement Period
 Moodys
 Mortgage
 Multiemployer Plan
 20




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Net Proceeds
 Note
 NPL
 Obligations
 Organization Documents
 Other AJI Equity Interests
 Other Foreign Collateral
 21




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Other Foreign Collateral Documents Section 6.13
 Other Foreign Loan Party
 Other Foreign Mortgages
 Other Foreign Security Agreements Section 6.13
 Other Foreign Subsidiary
 Other Foreign Subsidiary Guarantors Section 6.13
 Other Foreign Subsidiary Guaranty Section 6.13.
 Other Taxes
 Outstanding Amount
 Overnight Rate
 22




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Participant Section 10.06(d)
 Patent Security Agreement
 PBGC
 PCAOB
 Pension Plan
 Person
 Plan
 Platform Section 6.02
 Pledged Debt
 Pledged Equity
 Prepayment Amount Section 2.05(a)
 Prepayment Date Section 2.05(a)
 Prepayment Notice Section 2.05(a)
 Quarterly Payment Date
 Refinancings provided
 23




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provided
 Register Section 10.06(c)
 Registered Public Accounting Firm
 Related Documents
 Related Parties
 Reportable Event
 Request for Credit Extension
 Required Lenders provided
 Required Revolving Lenders provided
 Required Term Lenders
 24




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Responsible Officer
 Restricted Payment
 Revaluation Date Section 2.02
 Revolving Credit Borrowing Section
2.01(b)
 Revolving Credit Commitment Section 2.01(b) Schedule 2.01
 Revolving Credit Facility
 Revolving Credit Lender
 Revolving Credit Loan Section 2.01(b)
 Revolving Credit Note Exhibit C-2
 25




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S&P
 Same Day Funds
 Sarbanes-Oxley
 SEC
 Secured Cash Management Agreement
 Secured Hedge Agreement Section 7.02(a)
 Secured Parties Section 9.05
 Securities Laws
 Security Agreements
 Shinko
 Solvent Solvency
 SPC Section 10.06(h)
 26




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Specified Obligations Sections 2.09 2.03
 Spot Rate provided provided further
 Sub Debt Documents
 Subordinated Debt
 Subordinated Notes
 Subordinated Notes Documents
 Subordination Provisions Section 8.01(m)
 Subsidiary
 Subsidiary Guarantors
 27




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Swap Contract Master Agreement
 Swap Termination Value clause (a)
 Swing Line Section 2.04
 Swing Line Borrowing Section
2.04
 Swing Line Lender
 Swing Line Loan Section 2.04(a)
 Swing Line Loan Notice Section 2.04(b) Exhibit
B
 Swing Line Sublimit
 Synthetic Debt Indebtedness
 Synthetic Lease Obligation
 28




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Taiwanese Collateral
 Taiwanese Collateral Documents Section 6.13
 Taiwanese Loan Party
 Taiwanese Mortgages
 Taiwanese Security Agreements Exhibit G-4 Section 6.13
 Taiwanese Subsidiary
 Taiwanese Subsidiary Guarantor Schedule 6.13 Section 6.13.
 Taiwanese Subsidiary Guaranty Exhibit F-5
 Taxes
 Term Lender
 Term Loan
 Term Loan Borrowing Section 2.01(a)
 Term Loan Commitment Section 2.01(a)
 29




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Schedule 2.01
 Term Loan Facility
 Term Note Exhibit C-1
 Threshold Amount
 Total Outstandings
 Total Revolving Credit Outstandings
 Transaction
 Trademark Security Agreement
 Type
 UCC
 Unfunded Pension Liability
 United States US
 Unreimbursed Amount Section 2.03(c)(i)
 US Collateral
 30




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US Collateral Documents Section 6.13
 US Loan Party
 US Mortgages
 US Security Agreement Exhibit G-1 Section 6.13
 US Subsidiary
 US Subsidiary Guarantors Schedule 6.13 Section 6.13
 US Subsidiary Guaranty Exhibit
F-2
 Yen ¥
 Yen Equivalent
 Other Interpretive Provisions
 include includes including will shall herein hereof hereunder
 31




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asset property
 from from and including; to until to but excluding; through to and including
  Accounting Terms Generally
 provided that
 Consolidation of Variable Interest Entities
 Rounding
 Exchange Rates; Currency Equivalents
 32




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##### 



Change of Currency
 Times of Day
 Letter of Credit Amounts
 
 The Loans.
 The Term Loan Borrowing
 The Revolving Credit Borrowings Revolving Credit Loan provided
 33




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##### 



plus plus Section 2.01(b) Section 2.05 Section 2.01(b)
 Increase of Revolving Credit Commitments Additional Lender provided Section 2.10(c) Section 2.01(c) Section 10.01 Section 2.01(c)
 Borrowings, Conversions and Continuations of Loans
 34




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##### 



Section 2.02(a) Sections 2.03(c) 2.04(c) provided
 Section 4.02 Section
4.01 provided first
 35




---



##### 



second
    Letters of Credit
 The Letter of Credit Commitment Section 2.03 Section 2.03(b provided
 36




---



##### 



Section 2.03(b)(iii)
       Section
2.03(c)
   37




---



##### 



Article IX Article IX
 Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit
   38




---



##### 



Drawings and Reimbursements; Funding of Participations
 39




---



##### 



Honor Date Unreimbursed Amount Section 2.02 Section
4.02 Section 2.03 (c)(i) provided
 Section 2.03(c)(i)
    40




---



##### 



Repayment of Participations Section 2.03(c)
 Section 2.03(c)(i) Section 10.05
 Obligations Absolute
   41




---



##### 



Role of L/C Issuer provided clauses (i) (v) Section 2.03(e) provided
 42




---



##### 



Cash Collateral
   Sections 2.05 8.02(c) Section
2.03 Section 2.05 Section 8.02(c) Cash Collateralize provided
 43




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##### 



Applicability of ISP
 Letter of Credit Fees Letter of Credit Fee times Section 1.08
 Fronting Fee and Documentary and Processing Charges Payable to L/C Issue Section 1.08
 Conflict with Issuer Documents
 Letters of Credit Issued for Subsidiaries
 44




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Swing Line Loans Section 2.04 Swing Line Loan provided plus plus provided further Section 2.04 Section 2.05 Section 2.04
 Borrowing Procedures Section 2.04(a) Article IV
  45




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Section 2.02 Section 4.02 Section 2.04(c)(ii)
 Section 2.04(c)(i) Section
2.04(c)(i)
 Section 2.04(c) Section 2.04(c)(i) clause (iii)
 Section
2.04(c) provided Section 2.04(c) Section 4.02
 Repayment of Participations
 46




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Section 10.05
 Interest for Account of Swing Line Lender Section 2.04
 Payments Directly to Swing Line Lender
 Prepayments
 Voluntary Prepayment Notice provided Prepayment Date Prepayment Amount
 Section
 47




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3.05 Section 2.05(a)
 Swing Line provided
 Mandatory
 Revolving Credit Facility provided Section 2.03(g)(ii) Section 2.05(c) Section 2.05(c) first second third
 Asset Sales
 48




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##### 



Insurance/Condemnation Proceeds provided
 Issuance of Equity Securities
 Issuance of Indebtedness
 Calculations of Net Proceeds Amounts; Application of Prepayments Section
2.05(c)
  49




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##### 



Borrower Account  Section 2.05 (d)
 Termination or Reduction of Commitments provided
 Section 2.06
 Repayment of Loans Term Loans
 Date
    
    PercentageJuly 1, 2007 through
(and including) June 30, 2008
    
    5%July 1, 2008 through
(and including) June 30, 2009
    
    10%July 1, 2009 through
(and including) June 30, 2010
    
    20%July; 1, 2010 through
(and including) June 30, 2011
    
    25%July 1, 2011 through
(and including) the Maturity Date
    
    40%
 50




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##### 



provided
 Revolving Credit Loans.
 Swing Line Loans
 Interest Section 2.08(b) plus plus
     51
      Fees Sections 2.03(i) (j)
 Revolving Commitment Fee times Article
IV
  Other Fees
  Computation of Interest and Fees provided
 Evidence of Debt
 52
        Section 2.11(a)
 Payments Generally; Administrative Agents Clawback General
 Funding by Lenders; Presumption by Administrative Agent Section 2.02 Section 2.02 53
        Payments by Borrowers; Presumptions by Administrative Agent
 clause (b)
 Failure to Satisfy Conditions Precedent Article II Article IV
 Obligations of Lenders Several Section 10.04(c) Section 10.04(c) Section 10.04(c)
 Funding Source
 Insufficient Funds first second 54
        Sharing of Payments by Lenders provided
    Designated Borrowers; Relationship among Borrowers Applicant Borrower Exhibit H Designated Borrower Request and Assumption
Agreement
 55




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##### 



Exhibit I Designated Borrower
Notice provided provided further Section 6.13 Section 2.14
  Section 2.14
 56
       
 Taxes Payments Free of Taxes provided
 Payment of Other Taxes by the Borrowers clause (a) Section 3.01(e) Section 3.06 Section 3.01
 Indemnification by the Borrowers
 Evidence of Payments
 Status of Lenders 57
             Treatment of Certain Refunds 58
        Illegality Section 3.06
 Inability to Determine Rates
 Increased Costs; Reserves on LIBOR Rate Loans Increased Costs
Generally
 59




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##### 



Section 3.04(e)
 Section 3.01
   Capital Requirements
 Certificates for Reimbursement clause (a) (b)
 Delay in Requests 60
       provided
 Additional Reserve Requirements provided
 Compensation for Losses
    Section
10.13
 61
        Section 3.05
 Mitigation Obligations; Replacement of Lenders Designation of a
Different Lending Office Section 3.04 Section 3.01 Section 3.02 Section 3.01 3.04 Section 3.02
 Replacement of Lenders Section
3.04 Section 3.01 Section 10.13
 Survival Article III
 
 Conditions of Initial Credit Extension Section
6.24
    62




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##### 



,
   clause (B)
   Schedule 5.08(d)(i)
  63




---



##### 



Article IV
 Exhibit K
   64




---



##### 



Section 7.11
 Section
7.02
 Section 2.05(d)
      Conditions to all Credit Extensions
 65




---



##### 



Article V Section 4.02 Sections 5.05 (a) (b) Section 6.01(a) (b)
    Section 2.14
  Sections 4.02(a) (b)
 
  Existence, Qualification and Power
 66




---



##### 



Authorization; No Contravention
 Governmental Authorization; Other Consents
  Binding Effect
 Financial Statements; No Material Adverse Effect; No Internal Control Event
  67




---



##### 



Section 4.01 clauses (i) (ii) Schedule 5.05(b) Existing Indebtedness
  Schedule 5.05(d)
  6.01
 Litigation Schedule 5.06.
 68




---



##### 



Material Contracts
 Ownership of Property; Liens; Investments
 Schedule 5.08(b) Schedule 5.08 Section 7.01
 Section 6.02(i) Schedule 5.08(c)
 Section 6.02(i) Schedule
5.08(d)(i) Section 6.02(i) Schedule 5.08(d)(ii)
 69




---



##### 



Section 6.02(i) Schedule 5.08(e)
 Section 6.02(i) Schedule 5.08(f)
 Section 6.02(i) Schedule 5.08(g)
 Environmental Compliance
   70




---



##### 



Insurance
 Taxes
 ERISA Compliance
   Foreign Government Scheme or Arrangement Foreign Plan
  71




---



##### 



Schedule 5.12(d)(ii)
  Subsidiaries; Equity Interests; Loan Parties
 Margin Regulations; Investment Company Act
  Disclosure
 72




---



##### 



Compliance with Laws
 Intellectual Property; Licenses, Etc.
 Solvency
 Casualty, Etc.
 Labor Matters
 Collateral Documents
 73




---



##### 



Representations as to Foreign Obligors
 Applicable Foreign Obligor
Documents
   clause (ii)
 Issuance of Subordinated Debt; Status of Obligations as Senior Indebtedness, etc.
 74




---



##### 



Sections 6.01 6.02 6.03
 Financial Statements
  75




---



##### 



Section 6.02(d) Section 6.01(a) (b) Sections 6.01(a) (b)
 Certificates; Other Information
 Section 6.01(a)
 Sections 6.01(a) (b)
  76




---



##### 



Sections 6.01(a) (b)
     Schedule 5.07 Schedules 5.08(c) 5.08 (d)(i) 5.08(d)(ii)
 77




---



##### 



Schedule 5.08(f) Schedule Schedule Schedules 5.08(e) 5.13
  Section 6.01(a) (b) Section 6.02(d) Schedule 10.02 provided i.e. Section 6.02(b)
 Borrower Materials
 78




---



##### 



Platform Public Lender Section
10.07
 Notices
     Section 6.01(a)(ii)
  Section 6.03 Section 6.03(f)) Section 6.03(a)
 Payment of Obligations
 79




---



##### 



Preservation of Existence, Etc.
 Maintenance of Properties
 Maintenance of Insurance
 Compliance with Laws
 Books and Records
 Inspection Rights
 80




---



##### 



Use of Proceeds
  Covenant to Guarantee Obligations and Give Security
   Section 4.01 (a)(iv))
 Section 6.13
 81




---



##### 



clauses
(i) (iii) (iv)
  provided clauses (i) (iii) (vi)
 Section 7.02
    82




---



##### 



clauses (ii) (iii)
  Section 6.02(i) Schedules 5.07 5.08(c) 5.08(d)(i) 5.08(d)(ii) 5.08(e) 5.08(f) 5.17 Section 7.02
    83




---



##### 



clauses (ii) (iii)
  provided clauses (ii) (iv)
   Section
4.01(a)(iv))
 Section 6.13
  84




---



##### 



clauses (ii) (iii)
    Compliance with Environmental Laws
 Preparation of Environmental Reports
 85




---



##### 



Further Assurances.
  Filing System
 Compliance with Terms of Leaseholds
 86




---



##### 



Foreign Government Scheme or Arrangement: Foreign Plan
  clause (b)
  Lien Searches
 Material Contracts
 Designation as Senior Debt.
 Security Interests in Accounts, Etc.
 87




---



##### 



Approvals and Authorizations
 Post Closing Covenants.
      Section 6.22
  88




---



##### 



Section 6.13
 Schedules 5.07 5.08(c) 5.08(d)(i) 5.08(d)(ii) 5.08(f) 5.08(g) 5.17
 Section
6.13
  Section
6.13
 
  Liens
  89




---



##### 



Schedule 5.08(b) Section 7.02(d) Section 7.02(d)
      Section 8.01(h)
 Section 7.02(f) provided
   90




---



##### 



Section 7.05(f)
 Section 7.02(k)
  Indebtedness.
 provided
 Section 7.03
  Schedule 7.02 Continuing Debt provided clause (d) clauses (i) (j)
  Section 7.01(1) provided
 Section 7.03(i)
 91




---



##### 



Section 7.18
 provided pro forma Section 7.11 clause (i) clause (d) clause (j)
 provided Section 7.11 clause (j) clauses (d) (i)
   Investments
     Section 7.02
 92




---



##### 



Section 7.03(c)(i) Schedule 5.08(e)
 Section 7.02(a)
 provided Section 7.03(h)
 Section 6.13
   Section
7.03(h)
 Section 7.11 Section 6.01(a) (b)
  93




---



##### 



clause (vi)
 Section 7.03 provided Section 7.03(i)
    Section 7.11 Section 6.01(a) (b)
  provided
  Fundamental Changes
 94




---



##### 



provided provided provided further
 provided provided further
  Section 7.03 provided
 provided
 Dispositions
    Section 7.04(b) provided
 Section 7.04
 95




---



##### 



provided
 Section 7.05 provided clause (g)
 provided Section 7.05(a) Section 7.05
(g)
 Restricted Payments
 clause (d)
   Section 7.16
 Change in Nature of Business
 Transactions with Affiliates provided
 96




---



##### 



Burdensome Agreements
 Use of Proceeds
 Financial Covenants
 Consolidated Total Leverage Ratio
 Consolidated Senior Leverage Ratio
 Consolidated Fixed Charge Coverage Ratio
 Capital Expenditures
 Amendments of Organization Documents
 Accounting Changes
 Prepayments, Etc. of Indebtedness Schedule 7.02 Section 7.02(d)
 Amendment, Etc. of Debt Documents Schedule 7.02 Section 7.02 (ii)
 97




---



##### 



.
 Designation of Senior Debt
 Lease Obligations
 
 Events of Default
 Non-Payment
 Specific Covenants Section 6.01 6.02 6.05(a)(i) 6.10 6.11 6.13 6.18 6.22 6.24 Article VII Article VII
 Other Defaults Section 6.03 6.05(a)(ii) (b) (c) Section 8.01(a) (b) Section 8.01(c)(i)
 Representations and Warranties
 98




---



##### 



Cross-Default
 Insolvency Proceedings, Etc
 Inability to Pay Debts; Attachment
 99




---



##### 



Judgments
 ERISA; Foreign Government Scheme or Arrangement (i) (ii)
 Invalidity of Loan Documents
 Change of Control
 Collateral Documents Section 4.01 6.13 Section 7.01
 Subordination Subordination Provisions
 100




---



##### 



Material Contracts
 Remedies Upon Event of Default
     Section 8.01(g)(iii) (iv)
 Application of Funds Section
8.02 Section 8.02
 First Article III
 Second
 101




---



##### 



Article
III
 Third Third
 Fourth Fourth
 Fifth
 Last
 Section 2.03(c) Fifth
 
 Appointment and Authority
 Section 9.05
 102




---



##### 



Article IX Article X Section 10.04(c)
 Rights as a Lender
 Exculpatory Provisions
  provided
  Sections 10.01 8.02
  103




---



##### 



Reliance by Administrative Agent
 Delegation of Duties
   Resignation of Administrative Agent provided
 104




---



##### 



Section 10.04
 Non-Reliance on Administrative Agent and Other Lenders
 No Other Duties, Etc.
 Administrative Agent May File Proofs of Claim
  105




---



##### 



Sections 2.03(i) (j) 2.09 10.04
  Sections 2.09 10.04
  Collateral and Guaranty Matters
 Section
10.01
  Section 7.01(i)
 Section 9.10 Section
9.10 Section 9.10
 106




---



##### 



Amendments, Etc. provided
 Section 4.01 Section
4.01(b)(i)) Section 4.02
 clause (a) Section 4.02
 Section 8.02
  clause (v) Section
10.01 provided
 Section 2.13 Section 8.03
 Section 10.01 clause (ii) Section 10.01(g))
  107




---



##### 



provided further Section 10.06(h)
 Notices; Effectiveness; Electronic Communications Notices
Generally clause (b)
 Schedule 10.02
  clause (b)
 Electronic Communications provided Article II
 108




---



##### 



provided
 clause (i)
 The Platform Agent Parties provided
 Change of Address, Etc
 Reliance by Administrative Agent, L/C Issuer and Lenders
 109




---



##### 



No Waiver; Cumulative Remedies
 Expenses; Indemnity; Damage Waiver (a) Costs and Expenses
 Indemnification by the Company
 110




---



##### 



Reimbursement by Lenders clause (a) (b) provided clause (c) Section 2.12(d)
 Waiver of Consequential Damages, Etc. clause (b) clause (b)
 Payments
 Survival
 Payments Set Aside
 111




---



##### 



clause
(b)
 Successors and Assigns Successors and Assigns Generally Section 10.06(b) Section 10.06(d) Section 10.06(f) Section 10.06(h) clause (d)
 Assignments by Lenders Section 10.06(b) provided
 Minimum Amounts
  clause (b)(i)(A)
 112




---



##### 



provided
 Proportionate Amounts clause (ii)
 Required Consents clause (b)(i)(B)
     Assignment and Assumption Schedule 10.06 provided
 113




---



##### 



No Assignment to Company
 No Assignment to Natural Persons
 clause
c Sections 3.01 3.04 3.05 10.04 Section 10.06(d)
 Register Register
 Participations Participant provided
 provided Section 10.01 clause (e) Sections 3.01 3.04 3.05 Section 10.06(b)
 114




---



##### 



Section 10.08 Section 2.13
 Limitations upon Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 Electronic Execution of Assignments
 Special Purpose Funding Vehicles Granting Lender SPC provided Section 2.12(b)(ii) Section 3.04)
 115




---



##### 



Resignation as L/C Issuer or Swing Line Lender after Assignment Section 10.06(b) provided Section 2.03(c)) Section
2.04(c)
 Treatment of Certain Information; Confidentiality
 Information
 116




---



##### 



provided
  Right of Setoff
 Interest Rate Limitation Maximum Rate
 Counterparts; Integration; Effectiveness Section 4.01
 117




---



##### 



Survival of Representations and Warranties
 Severability
 Replacement of Lenders Section
3.04 Section 3.01 Section 10.06 provided
 Section 10.06(b)
 Section 3.05
 Section 3.04 Section 3.01
  118




---



##### 



Governing Law; Jurisdiction; Etc. GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS SECTION 10.02
 119




---



##### 



Waiver of Jury Trial
 California Judicial Reference provided Section 10.04
 No Advisory or Fiduciary Responsibility
 120




---



##### 



USA PATRIOT Act Notice Act
 Time of the Essence
 Judgment Currency Judgment
Currency Agreement Currency
 Appointment and Authority of the Company
 ENTIRE AGREEMENT
 121




---



##### 



Lenders Joint and Several Rights with Respect to Taiwanese Collateral . provided Section 9.01
 Collection Allocation Mechanism
 Implementation of Collection Allocation Mechanism Section 2.04(c) Section 10.06
 Binding Nature
 Payments Subsequent to CAM Exchange Date 122
        Subsequent LC Disbursements. Section 2.03(c)
 Signature Pages Follow]
 123




---



##### 



ASYST TECHNOLOGIES, INC.By:
Name:
    
    /s/ Stephen S. Schwartz

Stephen S. SchwartzTitle:
    
    President and Chief Executive OfficerASYST JAPAN, INC.By:
Name:
    
    /s/ Stephen S. Schwartz

Stephen S. SchwartzTitle:
    
    DirectorASYST SHINKO, INC.By:
Name:
    
    /s/ Stephen S. Schwartz

Stephen S. SchwartzTitle:
    
    Chief Executive Officer
 S- 1




---



##### 



KEYBANK NATIONAL ASSOCIATION,
as Administrative AgentBy:
Name:
    
    /s/ Raed Alfayoumi

Raed AlfayoumiTitle:
    
    Vice President
 S- 2




---



##### 



KEYBANK NATIONAL ASSOCIATION,
as Lender, Swing Line Lender and L/C IssuerBy:
Name:
    
    /s/ Raed Alfayoumi

Raed AlfayoumiTitle:
    
    Vice President
 S- 3




---



##### 



Silicon Valley Bank
as LenderBy:
Name:
    
    /s/ Nick Tsiagkas

Nick TsiagkasTitle:
    
    Relationship Manager
 S- 4




---



##### 



Citibank, N.A.
as LenderBy:
Name:
    
    /s/ Doug Bontemps

Doug BontempsTitle:
    
    Vice President
 S- 5




---



##### 



Citizens Bank NA,
as LenderBy:
Name:
    
    /s/ David M. Nackley

David M. NackleyTitle:
    
    Senior Vice President
 S- 6




---



##### 



EXHIBIT A
 FORM OF COMMITTED LOAN NOTICE
 
   Agreement Company AJI ASI Borrowers
 Applicable Other Borrower
 o
    
    A Borrowing of [Revolving Credit]
    
    o
    
    A conversion of[Term] Loans
    
    
    
    [Revolving Credit] [Term] Loanso
    
    A continuation of[Revolving Credit] [Term] Loans
 1.
    
    On (a Business Day).2.
    
    In the amount of $ .
  A-1




---



##### 



1
 o
    
    Base Rate Loan denominated in Yen
    
    o
    
    Yen LIBOR Rate Loano
    
    Base Rate Loan denominated in
    
    o
    
    Dollars LIBOR Rate LoanDollars
  o
    
    Conversion of Base Rate Loan denominated in Yen to Yen LIBOR Rate Loano
    
    Conversion of Base Rate Loan denominated in Dollars to Dollar LIBOR Rate Loano
    
    Conversion of Yen LIBOR Rate Loan to Base Rate Loan denominated in Yeno
    
    Conversion of Dollar LIBOR Rate Loan to Base Rate Loan denominated in Dollarso
    
    Continuation of Yen LIBOR Rate Loano
    
    Continuation of Dollar LIBOR Rate Loan
  insert name of applicable Other/Designated Borro
wer
 
 1
    
    For a Base Rate Loan, the interest rate shall be
equal to the Base Rate plus the Applicable Rate for Base Rate
Loans. For a LIBOR Rate Loan, the interest rate shall be equal to the
LIBOR Rate for Yen or the LIBOR Rate for Dollars, as applicable, for such
Interest Period plus the Applicable Rate for LIBOR Loans. For
example: [the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by
KeyBank National Association as its  prime rate  ] plus [the Applicable Rate for Base Rate Loans]
 [the rate per annum equal
to the BBA LIBOR, as published by Reuters (or Bloomberg or other
commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) at approximately
11:00 a.m., London time on May 30, 3007, for deposits in Yen (for delivery
on June 1, 2007) with a term of one month] plus [the
Applicable Rate for LIBOR Rate Loans]
  A-2




---



##### 



Section 2.01(b) 2
 
 2
    
    Include this sentence in the case of a Revolving
Credit Facility.  A-3




---



##### 



Sections
4.02(a) (b) (c)
 ASYST TECHNOLOGIES, INC.By:Name:Title:
  A-4




---



##### 



EXHIBIT B
 FORM OF SWING LINE LOAN NOTICE
 
 To:
    
    KeyBank National Association, as Swing Line Lender
KeyBank National Association, as Administrative Agent
  Agreement Company AJI ASI Borrowers
  1.
    
    On (a Business Day).2.
    
    In the amount of $  .
 Section 2.04(b)
 Sections
4.02(a) (b) (c)
 ASYST TECHNOLOGIES, INC.By:Name:Title:
  B-1




---



##### 



EXHIBIT C-1
 FORM OF TERM NOTE
 
 Borrower   Lender Agreement Company AJI ASI
     C1-1




---



##### 



[BORROWER]By:Name:Title:
  C1-2




---



##### 



Currency
    
    
    
    Amount of
    
    Outstandingand
    
    End of
    
    Principal or
    
    PrincipalType of
    
    Amount of
    
    Interest
    
    Interest Paid
    
    Balance This
    
    NotationDate
    
    Loan Made
    
    Loan Made
    
    Period
    
    This Date
    
    Date
    
    Made By
  C1-3




---



##### 



EXHIBIT C-2
 FORM OF [REVOLVING CREDIT] [SWING LINE] NOTE
 
 Borrower   Lender Agreement Company AJI ASI Borrowers
 Section 2.04(f)
   C2 -1




---



##### 



C2 -2




---



##### 



[BORROWER]By:Name:Title:
  C2 -3




---



##### 



LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount ofPrincipal
    
    OutstandingCurrency and
    
    End of
    
    or Interest
    
    PrincipalAmount
    
    Interest
    
    Paid This
    
    Balance
    
    NotationDate
    
    Type of Loan Made
    
    of Loan Made
    
    Period
    
    Date
    
    This Date
    
    Made By
  C2 -4




---



##### 



EXHIBIT D
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Company AJI ASI Borrowers
 
 [Use following paragraph 1 for fiscal year-end financial
statements]
 Schedule 1 Section 6.01(a)
 
 3
    
    This Certificate should be from the Chief Executive
Officer, Chief Financial Officer, Treasurer or Controller of the Company.  D-1




---



##### 



[Use following paragraph 1 for fiscal quarter-end financial
statements]
 Schedule 1 Section 6.01(b)
   [select one:]
  or
  Article V clauses (a) (b) Section 5.05 clauses (a) (b) Section 6.01
 Schedule 2 Schedule 2
  D-2




---



##### 



IN WITNESS WHEREOF,
 ASYST TECHNOLOGIES, INC.By:Name:Title:
  D-3




---



##### 



Statement Date
 SCHEDULE 2
 I. Section 7.11(a)  Consolidated Total Leverage Ratio.A. Consolidated Funded Indebtedness at Statement Date
    
    $B. Consolidated EBITDA for Measurement Period ending on above date (Subject Period):1. Consolidated Net Income for Subject Period:
    
    $2. Consolidated Interest Charges for Subject Period:
    
    $3. Provision for Federal, state, local and foreign
income taxes for Subject Period:
    
    $4. Depreciation expenses for Subject Period
(including impairment of goodwill as determined
under FAS 143):
    
    $5. Amortization expenses for Subject Period:
    
    $6. Non-cash stock based compensation charges:
    
    $7. Non-cash expense determined pursuant to FAS 123R
    
    $8. Non-cash charges resulting from write-off of
capitalized expenses relating to issuance of
Existing Credit Agreement and Subordinated Notes9. Other non-cash, non-recurring charges10. Income Tax credits for Subject Period:
    
    $11. Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 +
5 + 6 + 7 + 8 + 9 - 10):
    
    $C. Consolidated Total Leverage Ratio (Line I.A  ̧ Line I.B.10):
    
    ____ to 1Maximum permitted:
    
    
    4.00 to 1
  D-4




---



##### 



II. Section 7.11 (b)  Consolidated Senior Leverage Ratio.A. Consolidated Senior Indebtedness at Statement Date
    
    $B. Consolidated EBITDA for Subject Period (Line I.B.10 above):
    
    $C. Consolidated Senior Leverage Ratio (Line II.A  ̧ Line II.B):
    
    ____ to 1Maximum permitted:
    
    
    3.00 to 1III. Section 7.11(c)  Consolidated Fixed Charge Coverage RatioA. Consolidated EBITDA for Subject Period (Line I.B.10 above):
    
    $B. Capital Expenditures for Subject Period:
    
    $C. Consolidated Interest Charges paid or payable in cash for Subject Period:
    
    $D. Federal, State, Local and Foreign Cash Income Taxes paid (less the amount of any income tax
refunds actually received):
    
    $E. Consolidated Fixed Charge Coverage Ratio (Line III.A  ̧ [Line III.B + Line III.C] + D):Minimum required:
    
    
    1.50:1
  D-5




---



##### 



IV. Section 7.11  Capital Expenditures.A. Capital Expenditures made during fiscal year to date:
    
    $B. Maximum permitted Capital Expenditures Permitted:
    
    $
    25,000,0000C. Excess (deficient) for covenant compliance
(Line IV.B  IV.A):
    
    $
  D-6




---



##### 



EXHIBIT E
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption 4 Assignor 5 Assignee 6 7 Credit Agreement
 8
 
 4
    
    For bracketed language here and elsewhere in this
form relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple
Assignors, choose the second bracketed language.5
    
    For bracketed language here and elsewhere in this
form relating to the Assignee(s), if the assignment is to a single Assignee,
choose the first bracketed language. If the assignment is to multiple
Assignees, choose the second bracketed language.6
    
    Select as appropriate.7
    
    Include bracketed language if there are either
multiple Assignors or multiple Assignees.8
    
    Include all applicable subfacilities.  E-1




---



##### 



clause (i) clauses (i) (ii) Assigned Interest
 1.
    
    Assignor[s]:2.
    
    Assignee[s]:
 [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]3.
    
    Borrower(s): Asyst Technologies, Inc., a California corporation, Asyst Japan,
Inc., a Japanese corporation, Asyst Shinko, Inc., a Japanese
corporation, and the Designated Borrowers from time to time party to
the Credit Agreement4.
    
    Administrative Agent: KeyBank National Association, as the administrative agent under
the Credit Agreement5.
    
    Credit Agreement: Credit Agreement, dated as of July ___, 2007 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
Agreement; the terms defined therein being used herein as therein defined), among
Asyst Technologies, Inc., a California corporation (the Company), Asyst Japan, Inc.,
a Japanese corporation (AJI ) and Asyst Shinko, Inc. (ASI and, together
with AJI and the Company, the Borrowers), the Designated Borrowers from time to time
party thereto, the Lenders from time to time party thereto, and KeyBank National Association,
as Administrative Agent, L/C Issuer and Swing Line Lender.6.
    
    Assigned Interest[s]:
  E-2




---



##### 



AggregateAmount of
    
    
    
    
    
    PercentageCommitment/
    
    Amount of
    
    Assigned ofFacility
    
    Loans
    
    Commitment/Loans
    
    Commitment/
    
    CUSIPAssignor[s]
    
    Assignee[s]
    
    Assigned
    
    for all Lenders 9
    
    Assigned
    
    Loans 10
    
    Number$
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %
 Trade Date  11
 
  ASSIGNOR
[NAME OF ASSIGNOR]By:Title: ASSIGNEE
[NAME OF ASSIGNEE] 
 9
    
    Amounts in this column and in the column immediately
to the right to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.10
    
    Set forth, to at least 9 decimals, as a percentage
of the Commitment/Loans of all Lenders thereunder.11
    
    To be completed if the Assignor and the Assignee
intend that the minimum assignment amount is to be determined as of the Trade
Date.  E-3




---



##### 



By:Title: [Consented to and] 12 Accepted:
KEYBANK NATIONAL ASSOCIATION, as
  Administrative AgentBy:Title:[Consented to:] 13
ASYST TECHNOLOGIES, INC.By:Title: 
 12
    
    To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.13
    
    To be added only if the consent of the Company
and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the
terms of the Credit Agreement.  E-4




---



##### 



ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
 Asyst Technologies, Inc.
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
  Assignor
 Assignee Section
10.06(b)(iii) (v) (vi) (vii) Section 10.06(b)(iii)
  E-5




---



##### 



Payments
 General Provisions
  E-6




---



##### 



EXHIBIT F-1
  Guaranty Company Administrative Agent
 W I T N E S S E T H
 Credit Agreement AJI ASI Designated Borrower Borrowers
     Certain Terms
 Administrative Agent preamble
 AJI first recital
 ASI first recital
 Borrowers first recital
 Company preamble
 Credit Agreement first recital
 Company Guaranty




---



##### 



Designated Borrowers first recital
 Guaranty preamble
 Termination Date
 Credit Agreement Definitions
   Guaranty
   provided
 Company Guaranty
 -2-




---



##### 



Payments Set Aside
 Guaranty Absolute, etc
         Company Guaranty
 -3-




---



##### 



Setoff provided
 Waiver, etc
 Postponement of Subrogation, etc
 Company Guaranty
 -4-




---



##### 



Section 2.7 provided
 Payments; Application provided
 Additional Guarantor Waivers and Agreements
 Union Bank v. Gradsky
 Company Guaranty
 -5-




---



##### 



Credit Agreement Representations and Warranties
 Financial Condition, etc
 Company Guaranty
 -6-




---



##### 



Loan Document
 Binding on Successors, Transferees and Assigns; Assignment provided
 Amendments, etc.
 Notices
 Release of Guarantor
 No Waiver; Remedies Sections 2.3 2.5
 Company Guaranty
 -7-




---



##### 



Captions
 Severability
 Governing Law; Jurisdiction; Etc. GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 Company Guaranty
 -8-




---



##### 



SERVICE OF PROCESS
 Waiver of Jury Trial
 California Judicial Reference provided
 Counterparts
 Judgment Currency
 Company Guaranty
 -9-




---



##### 



Judgment Currency Agreement Currency
 ENTIRE AGREEMENT
 Company Guaranty
 -10-




---



##### 



ASYST TECHNOLOGIES, INC.By:Title: Company Guaranty
 -11-




---



##### 



ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION
  as Administrative AgentBy:Title: Company Guaranty
 -12-




---



##### 



EXHIBIT
F-2
  Guaranty Company Guarantor Guarantors Administrative Agent
 W I T N E S S E T H
 Credit Agreement AJI ASI Designated Borrower Borrowers
     Certain Terms
 Administrative Agent preamble
 AJI first recital
 ASI first recital
 Borrowers preamble
 Company preamble




---



##### 



Credit Agreement first recital
 Guarantor Guarantors preamble
 Guaranty preamble
 Termination Date
 Credit Agreement Definitions
   Guaranty
   provided
 2




---



##### 



Payments Set Aside
 Guaranty Absolute, etc
       3




---



##### 



Setoff provided
 Waiver, etc
 4




---



##### 



Postponement of Subrogation, etc Section 2.7 provided
 Payments; Application provided
 Additional Guarantor Waivers and Agreements
 Union Bank v. Gradsky
 5




---



##### 



Credit Agreement Representations and Warranties
 6




---



##### 



Financial Condition, etc
 Best Interests
      Loan Document
 7




---



##### 



Binding on Successors, Transferees and Assigns; Assignment provided
 Amendments, etc
 Notices
 Additional Guarantors Annex I
 Release of Guarantor provided
 No Waiver; Remedies Sections 2.3 2.5
 8




---



##### 



Section Captions
 Severability
 Governing Law; Jurisdiction; Etc. GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 9




---



##### 



SERVICE OF PROCESS
 Waiver of Jury Trial
 California Judicial Reference
 10




---



##### 



provided
 Counterparts
 Judgment Currency Judgment Currency Agreement Currency
 ENTIRE AGREEMENT
 11




---



##### 



[NAME OF SUBSIDIARY]By:Title:[NAME OF SUBSIDIARY]By:Title:[NAME OF SUBSIDIARY]By:Title: ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION,
  as Administrative AgentBy:Title: 12




---



##### 



Supplement Guaranty Administrative Agent
 W I T N E S S E T H
    Party to Guaranty, etc
 Waiver, Agreements, etc
  1




---



##### 



Union Bank v. Gradsky
   Representations
 2




---



##### 



Full Force of Guaranty
 Severability
 Indemnity; Fees and Expenses, etc
 Governing Law, Entire Agreement, etc THIS SUPPLEMENT WILL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 California Judicial Reference
 Counterparts
 ENTIRE AGREEMENT
 3




---



##### 



4




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]By:Title: ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION,
  as Administrative AgentBy:Title: 1




---



##### 



EXHIBIT
F-3
  Guaranty AJI ASI Company Guarantor Guarantors Administrative Agent
 W I T N E S S E T H
 Credit Agreement Designated Borrowers
     Certain Terms
 Administrative Agent preamble
 AJI preamble
 ASI preamble
 Borrowers first recital
 Company preamble
 Japanese Subsidiary Guaranty




---



##### 



Credit Agreement first recital
 Guarantor Guarantors preamble
 Guaranty preamble
 Secured Obligations
 Termination Date
 Credit Agreement Definitions
   Guaranty
   provided
 3




---



##### 



Payments Set Aside
 Guaranty Absolute, etc
        4




---



##### 



Setoff provided
 Waiver, etc
 Postponement of Subrogation, etc Section 2.7 provided
 5




---



##### 



Payments; Application provided
    Credit Agreement Representations and Warranties
 Financial Condition, etc
 6




---



##### 



Best Interests
      Loan Document
 Binding on Successors, Transferees and Assigns; Assignment provided
 7




---



##### 



Amendments, etc
 Notices
 Additional Guarantors Annex I
 Release of Guarantor provided
 No Waiver; Remedies Sections 2.3 2.5
 Section Captions
 Severability
 8




---



##### 



Governing Law; Jurisdiction; Etc GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS
 9




---



##### 



Waiver of Jury Trial
 California Judicial Reference provided
 10




---



##### 



Counterparts
 Judgment Currency Judgment Currency Agreement Currency
 ENTIRE AGREEMENT
 11




---



##### 



ASYST JAPAN, INC.By:Name:Title:ASYST SHINKO, INC.By:Name:Title: 12




---



##### 



ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION,
  as Administrative AgentBy:Title: 13




---



##### 



Supplement Guaranty Administrative Agent
 W I T N E S S E T H
    Party to Guaranty, etc
 Waiver, Agreements, etc
 Representations
 Full Force of Guaranty
 1




---



##### 



Severability
 Indemnity; Fees and Expenses, etc
 Governing Law, Entire Agreement, etc THIS SUPPLEMENT WILL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 California Judicial Reference
 Counterparts
 ENTIRE AGREEMENT
 2




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]By:Title: ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION
  as Administrative AgentBy:Title: 1




---



##### 



EXHIBIT
F-4
  Guaranty Company Guarantor Guarantors Administrative Agent
 W I T N E S S E T H
 Credit Agreement AJI ASI Designated Borrower Borrowers
     Certain Terms
 Administrative Agent preamble
 AJI first recital
 ASI first recital
 Borrowers first recital
 Company preamble
 Taiwanese Subsidiary Guaranty




---



##### 



Credit Agreement first recital
 Guarantor Guarantors preamble
 Guaranty preamble
 Secured Obligations
 Termination Date
 Credit Agreement Definitions
   Guaranty
   provided
 3




---



##### 



Payments Set Aside.
 Guaranty Absolute, etc
        4




---



##### 



Setoff provided
 Waiver, etc
 Postponement of Subrogation, etc
 5




---



##### 



Section 2.7 provided
 Payments; Application provided
    Credit Agreement Representations and Warranties
 Financial Condition, etc
 6




---



##### 



Best Interests
      Loan Document
 Binding on Successors, Transferees and Assigns; Assignment provided
 7




---



##### 



Amendments, etc
 Notices
 Additional Guarantors Annex I
 Release of Guarantor provided
 No Waiver; Remedies Sections 2.3 2.5
 8




---



##### 



Section Captions
 Severability
 Governing Law; Jurisdiction; Etc. GOVERNING LAW
 SUBMISSION TO JURISDICTION.
 WAIVER OF VENUE
 9




---



##### 



SERVICE OF PROCESS
 Waiver of Jury Trial
 California Judicial Reference
 10




---



##### 



provided
 Counterparts
 Judgment Currency Judgment Currency Agreement
Currency
 ENTIRE AGREEMENT
 11




---



##### 



ASYST TECHNOLOGIES TAIWAN LTD.By:Name:Title: Taiwanese Subsidiary Guaranty




---



##### 



ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION,
  as Administrative AgentBy:Title: 13




---



##### 



Supplement Guaranty Administrative Agent
     Party to Guaranty, etc
 Waiver, Agreements, etc
 Representations
 Full Force of Guaranty




---



##### 



Severability
 Indemnity; Fees and Expenses, etc
 Governing Law, Entire Agreement, etc THIS SUPPLEMENT WILL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 California Judicial Reference
 Counterparts
 ENTIRE AGREEMENT
 2




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]By:Title: ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION,
  as Administrative AgentBy:Title:




---



##### 



EXHIBIT
F-5
  Guaranty AKL ASK Company Guarantor Guarantors Administrative Agent
  Credit Agreement Designated Borrowers
   
 Certain Terms
 Administrative Agent preamble
 AJI first recital
 AKL preamble
 ASK preamble




---



##### 



ASI first recital
 Borrowers first recital
 Company preamble
 Credit Agreement first recital
 Guarantor Guarantors preamble
 Guaranty preamble
 Secured Obligations
 Termination Date
 Credit Agreement Definitions
 
 Guaranty
   provided
 3




---



##### 



Payments Set Aside
 Guaranty Absolute, etc
       4




---



##### 



Setoff provided
 Waiver, etc
 Postponement of Subrogation, etc
 5




---



##### 



Section 2.7 provided
 Payments; Application provided
 
  Credit Agreement Representations and Warranties
 Financial Condition, etc
 6




---



##### 



Best Interests
 
  
 Loan Document
 Binding on Successors, Transferees and Assigns; Assignment
 7




---



##### 



provided
 Amendments, etc
 Notices
 Additional Guarantors Annex I
 Release of Guarantor provided
 No Waiver; Remedies Sections 2.3 2.5
 8




---



##### 



Section Captions
 Severability
 Governing Law; Jurisdiction; Etc GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 9




---



##### 



SERVICE OF PROCESS
 Waiver of Jury Trial
 California Judicial Reference provided
 10




---



##### 



Counterparts
 Judgment Currency Judgment Currency Agreement Currency
 ENTIRE AGREEMENT
 11




---



##### 



ASYST KOREA, LTD.By:Name:Title: ASYST SHINKO KOREA, INC.By:Name:Title: 12




---



##### 



ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION,
as Administrative AgentBy:Title: 13




---



##### 



Supplement Guaranty Administrative Agent
     Party to Guaranty, etc
 Waiver, Agreements, etc
 Representations
 Full Force of Guaranty
 1




---



##### 



Severability
 Indemnity; Fees and Expenses, etc
 Governing Law, Entire Agreement, etc THIS SUPPLEMENT WILL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 California Judicial Reference
 Counterparts
 ENTIRE AGREEMENT
 2




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]By:Title: ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION
  as Administrative AgentBy:Title: 1




---



##### 



EXHIBIT
F-6
  Guaranty ASI Taiwan ASAM ASI Guarantor Guarantors Administrative Agent
  Credit Agreement Company AJI Designated Borrowers
   
 Certain Terms
 Administrative Agent preamble
 AJI first recital
 ASI preamble
 Borrowers first recital




---



##### 



Company first recital
 Credit Agreement first recital
 Guarantor Guarantors preamble
 Guaranty preamble
 Secured Obligations
 Termination Date
 Credit Agreement Definitions
 
 Guaranty
   provided
 3




---



##### 



Payments Set Aside
 Guaranty Absolute, etc
       4




---



##### 



Setoff provided
 Waiver, etc
 Postponement of Subrogation, etc
 5




---



##### 



Section 2.7 provided
 Payments; Application provided
 
  Credit Agreement Representations and Warranties
 Financial Condition, etc
 6




---



##### 



Best Interests
 
  
 Loan Document
 Binding on Successors, Transferees and Assigns; Assignment provided
 7




---



##### 



Amendments, etc
 Notices
 Additional Guarantors Annex I
 Release of Guarantor provided
 No Waiver; Remedies Sections 2.3 2.5
 Section Captions
 8




---



##### 



Severability
 Governing Law; Jurisdiction; Etc GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 9




---



##### 



SERVICE OF PROCESS
 Waiver of Jury Trial
 California Judicial Reference provided
 10




---



##### 



Counterparts
 Judgment Currency Judgment Currency Agreement Currency
 ENTIRE AGREEMENT
 11




---



##### 



ASYST SHINKO TAIWAN, INC.By:Name:Title: ASYST SHINKO AMERICA, INC.By:Name:Title: 12




---



##### 



ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION,
  as Administrative AgentBy:Title: 13




---



##### 



Supplement Guaranty Administrative Agent
     Party to Guaranty, etc
 Waiver, Agreements, etc
 Representations
 Full Force of Guaranty
 1




---



##### 



Severability
 Indemnity; Fees and Expenses, etc
 Governing Law, Entire Agreement, etc THIS SUPPLEMENT WILL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 California Judicial Reference
 Counterparts
 ENTIRE AGREEMENT
 2




---



##### 



[NAME OF ADDITIONAL SUBSIDIARY]By:Title: ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE SECURED PARTIES:
KEYBANK NATIONAL ASSOCIATION
as Administrative AgentBy:Title: 1




---



##### 



EXHIBIT
G-1
  Security Agreement Company AJI ASI Article I Grantor Grantors Administrative Agent
 W I T N E S S E T H
 Credit Agreement Designated Borrower Borrowers
   
 Certain Terms
 Administrative Agent preamble
 Borrowers first recital
 Collateral Section 2.1
 Collateral Account clause (b) Section 4.3




---



##### 



Computer Hardware and Software Collateral
  clause (a)
  clauses (a) (c)
  Control Agreement
 Copyright Collateral
 Copyrights Item A Schedule V
 Copyright License Item B Schedule V
 2




---



##### 



Credit Agreement first recital
 Distributions
 Filing Statements clause (b) Section 3.7
 General Intangibles
 Grantor Grantors preamble
 Intellectual Property
 Intellectual Property Collateral
 Owned Intellectual Property Collateral Schedules
III IV V
 Patent Collateral
 Patents Item A Schedule III
 3




---



##### 



clause (a) Patent License Item B Schedule III
   Permitted Liens
 Security Agreement preamble
 Specified Default
 Termination Date
 Trademark Collateral
 Trademarks Item A Schedule IV
 Trademark License Item B Schedule IV
 clause (a) clause
(b)
 4




---



##### 



clause (a) clause (b)
  Trade Secrets Collateral Trade Secrets Trade Secret License
 Credit Agreement Definitions
 UCC Definitions
 
 Grant of Security Interest Collateral
   5




---



##### 



Item I Schedule II
                6




---



##### 



Security for Obligations provided
 Grantors Remain Liable
    Distributions on Pledged Shares
 7




---



##### 



Section 4.1.5
 Security Interest Absolute, etc.
        Postponement of Subrogation
 8




---



##### 



Section
6.1 provided
 
  As to Equity Interests of the Subsidiaries, Investment Property
    clause (a)(ii)
 9




---



##### 



Schedule I
 Grantor Name, Location, etc
 Item A Schedule II
 Item B Schedule
II
 Item
C Schedule II
 Item D Schedule II
 Item E Schedule II
 Item F Schedule II
 Item G Schedule II
 Item H Schedule II
 10




---



##### 



Item I Schedule II
   Ownership, No Liens, etc.
 Possession of Inventory, Control; etc
 Section 3.5 clause (ii
 11




---



##### 



Negotiable Documents, Instruments and Chattel Paper
 Intellectual Property Collateral
  Item A Schedule III Item B Schedule III
 Item A Schedule IV Item B Schedule IV
 Item A Schedule V Item B Schedule V
 Schedules III V
   12




---



##### 



13




---



##### 



Schedules III IV V
    Validity, etc.
 Section 2.2
 Item A Schedule II Filing Statements
    14




---



##### 



Authorization, Approval, etc.
    Best Interests
 
  As to Investment Property, etc
 Equity Interests of Subsidiaries
 15




---



##### 



Investment Property (other than Certificated Securities)
   Certificated Securities (Stock Powers)
 Continuous Pledge
 16




---



##### 



Voting Rights; Distributions, etc.
      provided
 Change of Name, etc
 17




---



##### 



As to Accounts
  Collateral Accounts
   As to Grantors Use of Collateral
 clause (b)
 clause
(a)
 18




---



##### 



As to Intellectual Property Collateral
 clauses (i) (ii) (iii)
  19




---



##### 



Exhibits A B C
 clause (a) (b)
 Exhibit A Exhibit B Exhibit C
 As to Letter-of-Credit Rights
  20




---



##### 



As to Commercial Tort Claims
 Electronic Chattel Paper and Transferable Records
 Deposit Accounts
 21




---



##### 



Further Assurances, etc.
    Section 4.4
  22




---



##### 



Administrative Agent Appointed Attorney-in-Fact
  clause (a)
  23




---



##### 



Administrative Agent May Perform
 Administrative Agent Has No Duty
   Reasonable Care provided
 
 Certain Remedies
   24




---



##### 



25




---



##### 



Section 6.1 Section 6.1
 Securities Laws Section
6.1
 26




---



##### 



Compliance with Restrictions
 Protection of Collateral
 
 Loan Document
 Binding on Successors, Transferees and Assigns; Assignment provided
 Amendments, etc.
 27




---



##### 



Notices
 Release of Liens clause (a) clause (b)
 Additional Grantors Annex I
 No Waiver; Remedies Section 2.4
 Headings
 Severability
 28




---



##### 



Governing Law; Jurisdiction; Etc. GOVERNING LAW
 SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS
 29




---



##### 



Waiver of Jury Trial
 California Judicial Reference provided
 Counterparts
 30




---



##### 



Security Agreements provided
 ENTIRE AGREEMENT
 31




---



##### 



ASYST TECHNOLOGIES, INC.By:Name:Title:ASYST JAPAN, INC.By:Name:Title:ASYST SHINKO, INC.By:Name:Title:ASYST TECHNOLOGIES TAIWAN, LTD.By:Name:Title: 32




---



##### 



ASYST SHINKO AMERICA, INC.By:Name:Title: ASYST SHINKO TAIWAN, INC.By:Name:Title: 33




---



##### 



KEYBANK NATIONAL ASSOCIATION,
as Administrative AgentBy:Name:Title: 34




---



##### 



Common StockAuthorized
    
    Outstanding
    
    % of SharesIssuer (corporate)
    
    Cert. #
    
    # of Shares
    
    Shares
    
    Shares
    
    Pledged
 Limited Liability Company Interests% of Limited Liability
    
    Type of Limited LiabilityIssuer (limited liability company)
    
    Company Interests Pledged
    
    Company Interests Pledged
 Partnership Interests% of Partnership
    
    % of PartnershipIssuer (partnership)
    
    Interests Owned
    
    Interests Pledged
 35




---



##### 



Name of Grantor:
    
    Location for purposes of UCC:[GRANTOR]
    
    [LOCATION]
  Name of Grantor:
    
    Filing locations last five years[GRANTOR]
    
    [LOCATION]
  Name of Grantor:
    
    Trade Names:[GRANTOR]
  Name of Grantor:
    
    Merger or other corporate reorganization:[GRANTOR]
 36




---



##### 



Name of Grantor:
    
    Taxpayer ID numbers:[GRANTOR]
  Name of Grantor:
    
    Description of Contract:[GRANTOR]
  Name of Grantor:
    
    Description of Deposit Accounts and Securities Accounts:[GRANTOR]
  Name of Grantor:
    
    Description of Letter of Credit Rights:[GRANTOR]
  Name of Grantor:
    
    Description of Commercial Tort Claims:[GRANTOR]
 37




---



##### 



Patents
 Issued Patents
 Country
    
    Patent No.
    
    Issue Date
    
    Inventor(s)
    
    Title
 Pending Patent Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 Patent Applications In Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 38




---



##### 



Patent Licenses
 Effective
    
    ExpirationCountry or Territory
    
    Patent
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 39




---



##### 



Trademarks
 Registered Trademarks
 Country
    
    Trademark
    
    Registration No.
    
    Registration Date
 Pending Trademark Applications
 Country
    
    Trademark
    
    Serial No.
    
    Filing Date
 Trademark Applications In Preparation
 Expected
    
    Products/Country
    
    Trademark
    
    Docket No.
    
    Filing Date
    
    Services
 Trademark Licenses
 Effective
    
    ExpirationCountry or Territory
    
    Trademark
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 40




---



##### 



Copyrights/Mask Works
 Registered Copyrights/Mask Works
 Country
    
    Registration No.
    
    Registration Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Pending Registration Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Registration Applications In Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Licenses (including an indication of exclusive Licenses for U.S.
registered Copyrights)
 Effective
    
    ExpirationCountry or Territory
    
    Copyright
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 41




---



##### 



PATENT SECURITY AGREEMENT
 Agreement   Grantor Administrative Agent
 W I T N E S S E T H
 Credit Agreement AJI ASI Designated Borrower Borrowers
 Security Agreement
    Definitions
 Grant of Security Interest
 A-1




---



##### 



Patent Collateral
 Patents Item A Schedule I
 clause (a) Patent License Item B Schedule I
    Security Agreement
 Waiver, etc
 A-2




---



##### 



Release of Liens clause (i) clause
(ii)
 Acknowledgment
 Loan Document
 Governing Law, Entire Agreement, etc THIS AGREEMENT WILL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 California Judicial Reference
 A-3




---



##### 



Counterparts
 ENTIRE AGREEMENT
  A-4




---



##### 



[NAME OF GRANTOR]By:Name:Title: KEYBANK NATIONAL ASSOCIATION,
as Administrative AgentBy:Name:Title: A-5




---



##### 



Patents
 Issued PatentsCountry
    
    Patent No.
    
    Issue Date
    
    Inventor(s)
    
    Title
 Pending Patent Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 Patent Applications in Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Inventor(s)
    
    Title
 Patent Licenses
 Effective
    
    ExpirationCountry or Territory
    
    Patent
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 A-6




---



##### 



TRADEMARK SECURITY AGREEMENT
 Agreement   Grantor Administrative Agent
 W I T N E S S E T H
 Credit Agreement AJI ASI Designated Borrower Borrowers
 Security Agreement
    Definitions
 Grant of Security Interest
 B-1




---



##### 



Trademark Collateral
 Trademarks Item A Schedule I
 Trademark License Item B Schedule I
 clause (a) clause
(b)
 clause (a) clause (b)
   Security Agreement
 Waiver, etc
 B-2




---



##### 



Release of Liens clause (i) clause (ii)
 Acknowledgment
 Loan Document
 Governing Law, Entire Agreement, etc THIS AGREEMENT WILL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 California Judicial Reference
 B-3




---



##### 



Counterpart
 ENTIRE AGREEMENT
  B-4




---



##### 



[NAME OF GRANTOR]By:Name:Title: KEYBANK NATIONAL ASSOCIATION,
as Administrative AgentBy:Name:Title: B-5




---



##### 



Trademarks
 Registered Trademarks
 Country
    
    Trademark
    
    Registration No.
    
    Registration Date
 Pending Trademark Applications
 Country
    
    Trademark
    
    Serial No.
    
    Filing Date
 Trademark Applications in Preparation
 Expected
    
    Products/Country
    
    Trademark
    
    Docket No.
    
    Filing Date
    
    Services
 Trademark Licenses
 Effective
    
    ExpirationCountry or Territory
    
    Trademark
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 B-6




---



##### 



COPYRIGHT SECURITY AGREEMENT
 Agreement   Grantor Administrative Agent
 W I T N E S S E T H
 Credit Agreement AJI ASI Designated Borrower Borrowers
 Security Agreement
    Definitions
 Grant of Security Interest
 C-1




---



##### 



Copyright Collateral
 Copyrights Item A Schedule I
 Copyright License Item B Schedule I
   Section 2.1
 Security Agreement
 Waiver, etc
 C-2




---



##### 



Release of Liens clause (i) clause (ii)
 Acknowledgment
 Loan Document
 Governing Law, Entire Agreement, etc THIS SUPPLEMENT WILL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR
SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
 California Judicial Reference
 C-3




---



##### 



Counterparts
 ENTIRE AGREEMENT
  C-4




---



##### 



[NAME OF GRANTOR]By:Name:Title: KEYBANK NATIONAL ASSOCIATION,
as Administrative AgentBy:Name:Title: C-5




---



##### 



Copyrights/Mask Works
 Registered Copyrights/Mask Works
 Country
    
    Registration No.
    
    Registration Date
    
    Author(s)
    
    Title
 
 Copyright/Mask Work Pending Registration Applications
 Country
    
    Serial No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Registration Applications in Preparation
 ExpectedCountry
    
    Docket No.
    
    Filing Date
    
    Author(s)
    
    Title
 Copyright/Mask Work Licenses (including an indication of exclusive Licenses for U.S.
registered Copyrights)
 Effective
    
    ExpirationCountry or Territory
    
    Copyright
    
    Licensor
    
    Licensee
    
    Date
    
    Date
 C-6




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##### 



PLEDGE AND SECURITY AGREEMENT
 Supplement Security Agreement Administrative Agent
 W I T N E S S E T H
 Credit Agreement AJI ASI Designated Borrower Borrowers
    Annex I-1




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##### 



Party to Security Agreement, etc
 Representations
 Full Force of Security Agreement
 Severability
 Governing Law, Entire Agreement, etc
 California Judicial Reference
 Counterparts
 Annex I-2




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##### 



ENTIRE AGREEMENT
  Annex I-3




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##### 



[NAME OF ADDITIONAL SUBSIDIARY]By:Name:Title: [NAME OF ADDITIONAL SUBSIDIARY]By:Name:Title: 
 KEYBANK NATIONAL ASSOCIATION,as Administrative AgentBy:Name:Title:
 Annex I-4




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##### 



Annex I-5




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##### 



EXHIBIT
G-2-A
      
   SECURITY AGREEMENT




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##### 



TABLE OF CONTENTS
 Section
    
    PageSection 1. Creation of Security
    
    
    1Section 2. Perfection of Security
    
    
    3Section 3. Security for Obligations
    
    
    4Section 4. Collateral Provider Remains Liable
    
    
    4Section 5. Representations and Warranties
    
    
    4Section 6. Undertakings
    
    
    6Section 7. Further Assurances
    
    
    8Section 8. Voting Rights; Dividends; Etc.
    
    
    8Section 9. Intellectual Property Collateral
    
    
    9Section 10. Insurance
    
    
    10Section 11. Collateral Agent Appointed Attorney in Fact
    
    
    10Section 12. Collateral Agent or Secured Parties May Perform
    
    
    10Section 13. The Collateral Agents Duties
    
    
    10Section 14. Remedies
    
    
    11Section 15. Indemnity and Expenses
    
    
    12Section 16. Amendments; Waivers; Additional Collateral Providers; Etc.
    
    
    12Section 17. Notices, Etc.
    
    
    12Section 18. Continuing Security Interest; Assignments under the Credit Agreement
    
    
    13
 i




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##### 



Security Agreement (AJI)
 Section
    
    PageSection 19. Release; Termination
    
    
    13Section 20. Execution in Counterparts
    
    
    13Section 21. Governing Law and Jurisdiction
    
    
    14
 ii




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##### 



Schedule 1
    
    -
    
    List of ASI SharesSchedule 2
    
    -
    
    List of Real PropertiesSchedule 3-1
    
    -
    
    List of PatentsSchedule 3-2
    
    -
    
    List of TrademarksSchedule 3-3
    
    -
    
    List of Patent and Trademark ApplicationsSchedule 4
    
    -
    
    List of Investment PropertiesExhibit A
    
    -
    
    Form of Document Setting Out Information on
Underlying Transaction (toki gen-in shomei
joho)Exhibit B
    
    -
    
    Form of Deed of Assignment (joto shosho)Exhibit C
    
    -
    
    Form of Request for Consent to
Pledge (shichiken settei doi-iraisho)Annex I
 iii




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##### 



SECURITY AGREEMENT
 kabushiki kaisha Collateral Provider Secured Parties Collateral Agent
 Preliminary Statements
 (1)
    
    Asyst Technologies, Inc., a corporation under the laws of the state of California (the
Company), Asyst Shinko, Inc. (ASI) and the Collateral Provider, as Borrowers have entered
into a Credit Agreement dated as of July 27, 2007 (said Agreement, as it may hereafter be
amended, amended and restated, supplemented or otherwise modified from time to time, being the
Credit Agreement) with, inter alios,the Lenders and the Administrative Agent.
 (2)
    
    Pursuant to the Credit Agreement, the Collateral Provider is entering into this Agreement in
order to create in favour of the Secured Parties a security interest in each type of the
Collateral (as hereinafter defined).
 (3)
    
    It is a condition precedent to the making of Loans by the Lenders and the issuance of Letters
of Credit by the L/C Issuer under the Credit Agreement, the entry into Secured Hedge
Agreements by the Hedge Banks and the entry into Secured Cash Management Agreements by the
Cash Management Banks from time to time that the Collateral Provider shall have created the
security interests contemplated by this Agreement.
 (4)
    
    Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in
this Agreement as defined in the Credit Agreement. Sections, clauses, paragraphsand Schedules
in italics are references to Sections, clauses, paragraphs and Schedules of this Agreement.
  Section 1.Creation of Security
 1.1 Initial creation of security
 (a)
    
    The Collateral Provider hereby creates in favour of the Secured Parties a first priority
security interest in the form of a pledge (shichiken) in all of the Collateral Providers
rights, title and interest in and to the shares of capital stock of (or other ownership or
profit interests in) ASI as described in Schedule 1(any and all such shares or
interests being the ASI Shares).(b)
    
    The Collateral Provider hereby creates in favour of the Collateral Agent on behalf of the
Secured Parties a security interest in the form of a comprehensive mortgage (neteitoken) in
the real properties as described in Schedule 2 (any and all real estate subject to
the security interest created hereunder being the Real Properties)
 1




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##### 



(c)
    
    To the extent permitted by Japanese law, the Collateral Provider hereby creates in favour
of the Secured Parties a first priority security interest in the form of a pledge
(shichiken) in all of the Collateral Providers rights, title and interest in and to the
deposit accounts of the Collateral Provider as specified in Schedule 2 to Exhibit C
maintained with the bank specified in Schedule 2 to Exhibit C (the Account Bank) (such
deposit accounts being the Deposit Accounts).
 (d)
    
    The Collateral Provider hereby transfers and assigns to the Secured Parties, by way of a
first priority security interest (joto tampoken), all of the Collateral Providers rights,
title and interest in and to the following (any and all Patents (as defined below) and
Trademarks (as defined below) being, the Intellectual Property Collateral):
 (i)
    
    all patents as described in Schedule 3-1, other than the
patent whose patent number assigned by the Japan Patent Office is 3285808 (the
Co-owned Patent) (any and all patents subject to the security interest created
hereunder being Patents); and(ii)
    
    all trademarks as described in Schedule 3-2 (any and all
trademarks subject to the security interest created hereunder being Trademarks).
 1.2 Subsequent creation of security
 clauses (a) (d) Section 1.1
 1.3 Collateral
 (a)
    
    All properties which are subject to any security interest created hereunder are herein
collectively called the Collateral. The Collateral shall include all proceeds of,
collateral for, income, royalties and other payments now or hereafter due and payable with
respect to any and all of the forgoing Collateral (including, without limitation, proceeds
and collateral that constitute property of the types described in clauses (a)
through (d) of Section 1.1, Section 1.2 and this Section
1.3) and, to the extent not otherwise included, all payments under insurance (whether or
not the Collateral Agent or the Secured Parties is the loss payee thereof), or any
indemnity, warranty or guaranty, payable by reason of loss or damages to or otherwise with
respect to any of the foregoing Collateral. Notwithstanding anything herein to the contrary,
in no event shall Collateral include any lease, license, contract, property rights or
agreement to which the Collateral Provider is a party or any of its rights or interest
thereunder (other than the right to receive payments) if the creation of such security
interest hereunder (i) shall constitute or result in the abandonment, invalidation or
unenforceability of any right, title or interest of the Collateral Provider therein or in a
breach or termination pursuant to the terms of, or a default under, any such lease, license,
contract, property rights or agreement unless the Collateral Provider shall have obtained a
consent or waiver with respect to the Liens created hereunder, or (ii) is prohibited by
applicable law.
 2




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(b)
    
    Notwithstanding the foregoing, the term Collateral shall not include, and the grant of
a security interest as provided hereunder shall not extend to:
  Permitted Lien
 A.
    
    result in a breach or violation of, or constitute a default
under, the agreement or instrument governing such Permitted Lien;B.
    
    result in the loss of use of such asset; orC.
    
    permit the holder of such Permitted Lien to terminate the
Grantors use of such asset.
 Section 2. Perfection of Security
 (a)
    
    With respect to any Collateral set out under Section 1, upon execution of this
Agreement and subject to satisfaction of the conditions provided in Section 1or
upon the creation or acquisition or entry into by (or on behalf of) the Collateral Provider
thereof, the Collateral Provider shall at its sole cost and expense, take or cause to be
taken all such procedures as are necessary for the perfection of each of such Collateral,
and take or cause to be taken all further action that may be necessary or reasonably
desired, or that the Collateral Agent or the Secured Parties may reasonably request, for
such purpose. Without limiting the generality of the foregoing, the Collateral Provider
shall, at its sole cost and expense, prepare any and all such documents as are necessary for
the registration or perfection of the security interests in the properties enumerated in
Section 1 above, including without limitation, the Real Properties, or the Patents
and the Trademarks. Without further limiting the foregoing, the Collateral Provider shall,
at its own cost and expense, (i) within 5 days from the Closing Date, deliver to the
Collateral Agent for the rateable benefit of the Secured Parties all share certificates
representing the ASI Shares, (ii) on or prior to the Closing Date, prepare, duly execute and
deliver to the Collateral Agent (I) a deed of mortgage, which also constitutes a document
setting out information on the underlying transaction (toki gen-in shomei joho) for the
mortgage to be registered, with respect to the Real Properties in such form substantially as
shown in Exhibit A and (II) a deed of assignment with respect to the Patents and Trademarks
in such form substantially as shown in Exhibit B (joto shosho) and (iii) within 30 days from
the Closing Date, obtain approval from the Account Bank to pledge over the Deposit Accounts
in such form substantially as shown in Exhibit C (shichiken settei doi-iraisho)after having
the date thereof officially established (kakutei hizuke). Moreover, the Collateral Provider
shall retain a judicial scrivener (shihoushoshi) and patent attorney (benrishi), both of its
choice, to prepare all necessary documents for the registration of the mortgage or
recordation of the assignment of the Intellectual Property Collateral or for the performance
by the Collateral Provider of its obligations relating to the perfection of the security
interests created hereunder(b)
    
    Each party understands that the Collateral Agents reasonable cooperation, including,
without limitation, obtaining a power of attorney and other documents to be prepared by the
relevant Secured Party, is necessary for the registration of the mortgage or the assignment
of the Intellectual Property Collateral or for the performance by the Collateral Provider of
its obligations relating to the perfection of the security interests created hereunder.
 3




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##### 



(c)
    
    The Collateral Agent shall hold the share certificates representing the ASI Shares as
well as any shares of any other entities as referred to in Section 1.2which are
delivered to it by the Collateral Provider pursuant to clause (a) of this
Section 2 in accordance with the provisions of the Credit Agreement, on behalf of
the Secured Parties.
 Section 3. Security for Obligations
 Secured Obligations
 Section 4. Collateral Provider Remains Liable
  Section 5. Representations and Warranties
  (a)
    
    It is the sole, legal and beneficial owner of the Collateral (excluding, for the
avoidance of doubt, any Collateral released under Section 19), free and clear of any
Lien (other than an existing security interest created under the security agreement dated as
of July 13, 2006, and entered into by and between the Collateral Provider and Bank of
America, N.A. as collateral agent and any Permitted Lien), claim, option or right of others,
and except for the security interests created hereunder, and it has not agreed to encumber
or cause or allow to be encumbered any Collateral with any Lien, claim, option or right of
others.(b)
    
    It has not sold or agreed to sell, or otherwise disposed of or agreed to dispose of any
or all of the Collateral.(c)
    
    As of the date of this Agreement and the Closing Date, the total number of the issued and
outstanding shares of capital stock of ASI, is 9,900, 95.1 per cent of which are owned by
the Collateral Provider, and the remaining 4.9 per cent of which are owned by Shinko
Electric Co., Ltd. The ASI Shares, together with the remaining shares have been duly
authorised and validly issued and are fully paid and non-assessable.(d)
    
    As of the date of this Agreement and the Closing Date, none of the equipment of the
Collateral Provider has a book value of $500,000 or more.(e)
    
    As of the date of this Agreement and the Closing Date, all of the investment properties
owned by the Collateral Provider are listed on Schedule 4and Schedule 5.08(e) to the
Credit Agreement.
 4




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##### 



(f)
    
    As of the date of this Agreement and the Closing Date, no agreement exists which
constitutes a Material Contract with respect to the Collateral Provider, except for the
agreement listed in Schedule 5.07 to the Credit Agreement.(g)
    
    As of the date of this Agreement and the Closing Date, it has no patents, trademarks, or
service marks registered in Japan, or any patent, trademark or service mark applications
filed with the Japan Patent Office, other than the Patents and the Trademarks, and the
patent and trademark applications listed on Schedules 3-1, 3-2 and
3-3.(h)
    
    As of the date of this Agreement, the Co-owned Patent, which is co-owned by AJI and a
third party, is not a material patent for the current business of AJI.(i)
    
    As of the date of this Agreement and the Closing Date, it owns no real property other
than the real properties listed on Schedule 2.(j)
    
    This Agreement creates in favour of the Secured Parties a valid first priority security
interest securing the payment of the Secured Obligations in the Real Property upon its
execution and such interest is perfected upon registration of the comprehensive mortgage,
and this Agreement creates a valid and perfected first priority security interest securing
the payment of the Secured Obligations in the case of the Deposit Accounts, upon obtaining
approval from the Account Bank to pledge, in the case of the ASI Shares, upon the delivery
of the share certificates representing the ASI Shares to the Collateral Agent, and in the
case of the Patents and Trademarks, upon the recordation of the assignment thereof to the
Secured Parties.(k)
    
    It is a corporation duly incorporated and validly existing under the laws of Japan, has
the corporate power and authority to own its assets and to transact its business, and is
duly qualified under the laws of Japan.(l)
    
    The execution and performance by itself of this Agreement have been duly authorised by
all necessary corporate action and do not and will not (i) require any consent or approval
of its shareholders, (ii) contravene the articles of incorporation or any other constitutive
documents of itself, (iii) violate any provision of any law, rule, or regulation, or (iv)
result in a breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease, or instrument to which it is a party or by which it
or its properties may be bound or affected.(m)
    
    This Agreement is the legal, valid, and binding obligation of the Collateral Provider,
enforceable in accordance with its respective terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws
affecting creditors rights generally.(n)
    
    No authorisation or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for (i) the
creation of the security interests created hereunder or for the execution, delivery or
performance of this Agreement by the Collateral Provider, (ii) the perfection or maintenance
of any security interest created hereby), except for the application to the Registry Office
for registration of the mortgage over the Real Properties and the application to the Japan
Patent Office for transfer of the Intellectual Property Collateral by way of security
interest, or (iii) the exercise by the Collateral Agent of any voting or other rights
provided for in this Agreement or the remedies in respect of any Collateral pursuant to this
Agreement.(o)
    
    Subject to Section 1.3 (b), the creation of a security interest hereunder in any
lease, license, contract, property rights or agreement to which the Collateral Provider is a
party or any of the Collateral Providers rights thereunder (i) does not and will not
constitute or result in the abandonment, invalidation or unenforceability of any right,
title or interest of the Collateral Provider therein or in a breach or termination pursuant
to the terms of, or a default under, any
 5




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##### 



such lease, license, contract, property rights or agreement or (ii) does not and will not
violate any law.
 (p)
    
    None of the properties listed on Scheduleshas been or is likely to be adjudged invalid
or unenforceable in whole or part and all patents, trademarks, patent or trademark
applications, contracts and agreements, accounts receivable, Equity Interests, insurance
policies listed on Schedulesare valid and enforceable.(q)
    
    None of the Collateral Provider and the properties listed on Schedulesis or is likely to
be subject to any outstanding consent, settlement, decree, order, injunction, judgment or
ruling restricting the use of such properties.(r)
    
    The value of Real Properties of the Collateral Provider provided to the Collateral Agent
in connection with this Agreement was measured by the Collateral Provider or any other
Person in good faith and in a commercially reasonable manner and, to the best knowledge and
belief of the Collateral Provider, reasonably reflects the fair market value thereof.(s)
    
    All information provided by the Collateral Provider to the Secured Parties through the
Collateral Agent in connection with this Agreement, including the information set out in
Schedules,is true and accurate in all material respects and comprehensive, and there is no
matter which renders or could render any of such information untrue, inaccurate or
misleading in any respect.(t)
    
    Under the laws of Japan, there is no requirement that the Collateral Agent or any of the
Secured Parties qualify to do business in Japan or comply with the requirement of any
foreign lender statute or to pay any Tax in order to carry out the transactions contemplated
by, receive the benefits of, or enforce the provisions of this Agreement or the other Loan
Documents or the documents provided for therein, nor will the Collateral Agent or any of the
Secured Parties be subject to any other type of taxation in Japan solely as the result of
the performance of such transactions or the enforcement of any rights or remedies granted
under this Agreement or any of the other Loan Documents.(u)
    
    ASI has not adopted any internal rule (including its articles of incorporation), entered
into any agreement with any third party, or taken any action whatsoever, which may restrict
the disposition of the ASI Shares in connection with the enforcement of the pledge created
hereunder.
 Section 6. Undertakings
  (a)
    
    It will warrant and defend and cause others to warrant and defend its rights, title and
interest in and to any of the Collateral for the benefit of the Secured Parties against any
claims and demands of all other Persons whomsoever.(b)
    
    It will continue to be the sole, legal and beneficial owner of each of the Collateral
(excluding, for the avoidance of doubt, any Collateral released under Section 19),
free and clear of any Lien, claim, option or right of others, except for the security
interests created hereunder.
 6




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##### 



(c)
    
    It will comply and cause others to comply with all the provisions of any applicable law
in order to establish and maintain any security interest created hereunder as a valid,
perfected, first priority security interest.(d)
    
    It will pay all reasonable costs, and all taxes and governmental charges in connection
with the preparation, execution or amendment of this Agreement and the creation and
perfection of or amendment to any security interest created hereunder (including, without
limitation, registration fees incurred in connection with the registration of any security
interest created hereunder and the recordation of any change made to any matters recorded on
the real estate registry, the patent registry or the trademark registry and reasonable fees
and expenses of the Collateral Agents or the Secured Parties counsel relating thereto),
and promptly pay or procure the payment of all fees and taxes and all other reasonable
expenses whatsoever in respect of any of the Collateral, so that any security interest
created hereunder shall at all times be wholly preserved at the cost of the Collateral
Provider and without expense to the Collateral Agent or any Secured Party.(e)
    
    Unless otherwise permitted under the Credit Agreement, it will not cause or allow any
Lien, claim, option or right of others whatsoever to be created, incurred, placed or imposed
upon any of its properties, including any Collateral.(f)
    
    Unless otherwise permitted under the Credit Agreement, it will not sell or otherwise
dispose of, or cause to be sold or otherwise disposed of, any of its properties, including
any Collateral, or any share or interest in any of the Collateral.(g)
    
    It will notify or cause to be notified the Collateral Agent forthwith if any order or
notice of provisional attachment, provisional attachment for the purpose of assuring
collection of taxes or public imposts or attachment with respect to any of its properties,
including the Collateral, is dispatched.(h)
    
    It will not make or cause to be made any major alteration to any of the Collateral.(i)
    
    Upon completion of the registration of any patent or trademark with the Japan Patent
Office in its name or upon the filing of an application for patent or trademark in its name
with the Japan Patent Office, it will promptly notify the Collateral Agent thereof in
writing, and in the case of the registration of a patent or trademark, will create a
security interest in all of the Collateral Providers rights, title and interest in and to
such registered patent or trademark in favour of the Secured Parties and perfect or cause to
be perfected the security interest so created, in such manner as the Collateral Agent
determines to be necessary and appropriate.(j)
    
    It will permit the Collateral Agent, its employees or Subagents (as defined in
Section 13(b)) at all reasonable times and subject to at least twenty-four (24)
hours prior notice to survey and/or inspect any of the Collateral, give or cause to be given
all reasonable assistance in connection with such survey and inspection, and make or cause
to be made all such repairs as such survey or inspection shall reveal to be necessary to
enable the relevant Collateral to comply with the requirements hereof.(k)
    
    It will notify or cause to be notified the Collateral Agent forthwith of any accident to
any of the Collateral which results in material damage to such Collateral.(l)
    
    It will supply or cause to be supplied to the Collateral Agent, upon request by the
Collateral Agent, full information regarding any of the Collateral.(m)
    
    It will keep or cause to be kept proper books of account in respect of any of the
Collateral, and as and when the Collateral Agent may so require, ensure that such books are
made available for inspection by the Collateral Agent.
 7




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##### 



(n)
    
    It will not assign any right, duty, obligation or liability hereunder.(o)
    
    Unless otherwise permitted under the Credit Agreement, and otherwise than the issue of
shares for the purpose of or pursuant to a stock split or reverse stock split or any other
means under which it does not cause the Collateral Providers issued share capital to change
under the Company Law of Japan or for the purpose of or pursuant to and followed by a merger
or consolidation permitted under Section 7.04 of the Credit Agreement, it will not issue or
permit ASI to issue any new Equity Interest.(p)
    
    It will make its reasonable efforts to, on demand of the Collateral Agent, obtain consent
from the other co-owner of the Co-owned Patent to the assignment of its interest therein to
the Secured Parties by way of security under this Agreement, and then assign by way of
security such interest to the Secured Parties, if such action is deemed by the Secured
Parties to be necessary for the preservation or protection of any of the rights of the
Secured Parties under this Agreement or any other Loan Agreement.(q)
    
    Concurrently with the delivery by the Company of the financial statements referred to in
Sections 6.01(a) and (b) of the Credit Agreement, or, if at any other time, upon the
reasonable request of the Collateral Agent, it will obtain approval from the Account Bank to
pledge over the Deposit Accounts in such form substantially as shown in Exhibit C (shichiken
settei doi-iraisho)after having the date thereof officially established (kakutei hizuke)
and send such approval to the Collateral Agent.
 Section 7. Further Assurances
 (a)
    
    The Collateral Provider agrees that from time to time, at the expense of the Collateral
Provider, the Collateral Provider will promptly execute and deliver, or otherwise
authenticate, all further instruments and documents, and take all further action that may be
necessary or reasonably desired, or that the Collateral Agent or the Secured Parties may
reasonably request, in order to create, perfect and protect any security interest created or
purported to be created by the Collateral Provider hereunder or to enable the Collateral
Agent or the Secured Parties to exercise and enforce its rights and remedies hereunder with
respect to any Collateral.(b)
    
    The Collateral Provider will furnish to the Collateral Agent from time to time statements
and schedules further identifying and describing the Collateral and such other reports in
connection with any Collateral as the Collateral Agent may reasonably request, all in
reasonable detail.
 Section 8. Voting Rights; Dividends; Etc.
 (a)
    
    So long as no Specified Default shall have occurred and be continuing:
 (i)
    
    The Collateral Provider shall be entitled to exercise any and all
voting and other consensual rights pertaining to any Equity Interests which are
subject to the security interest created hereunder for any purpose.(ii)
    
    The Collateral Provider shall be entitled to receive and retain any
and all dividends, interest and other distributions paid in respect of any Equity
Interests which are subject to the security interest created hereunder if and to
the extent that the payment thereof is not otherwise prohibited by the terms of
the Loan Documents; provided, that any and all such dividends, interest
and distributions shall be Collateral subject to any other applicable provisions
of this Agreement.
 8




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##### 



(b)
    
    Upon the occurrence and during the continuance of a Specified Default, upon notice by the
Collateral Agent:
 (i)
    
    All rights of the Collateral Provider (I) to exercise or refrain from
exercising the voting and other consensual rights that it would otherwise be
entitled to exercise pursuant to Section8(a)(i) shall cease and (II) to
receive the dividends, interest and other distributions that it would otherwise be
authorised to receive and retain pursuant to Section8(a)(ii) shall
automatically cease, and all such rights shall thereupon become vested in the
Collateral Agent and the Secured Parties, which shall thereupon have the sole
right as against the Collateral Provider to exercise or refrain from exercising
such voting and other consensual rights and to receive and hold as Collateral such
dividends, interest and other distributions.(ii)
    
    All dividends, interest and other distributions that are received by
the Collateral Provider contrary to the provisions of paragraph (i) of
this Section 8(b) shall be received in custody for the benefit of the
Secured Parties, shall be segregated from other funds of the Collateral Provider
and shall be forthwith paid over to the Collateral Agent as Collateral in the same
form as so received (with any necessary endorsement).
 
 Section 9. Intellectual Property Collateral
 (a)
    
    With respect to each item of its Intellectual Property Collateral, the Collateral
Provider agrees to take, at its expense, all necessary steps to (i) maintain the validity
and enforceability of any Intellectual Property Collateral and maintain any Intellectual
Property Collateral in full force and effect, and (ii) pursue the registration and
maintenance of each patent or trademark now or hereafter included in the Intellectual
Property Collateral, or each of the patent or trademark applications listed in Schedule
3-3 or hereafter notified to the Collateral Agent, including, without limitation, the
payment of required fees and taxes, the filing of responses to office actions issued by any
governmental authorities, the filing of applications for renewal or extension, the payment
of maintenance fees and the participation in interference, re-examination, opposition,
cancellation, infringement and misappropriation proceedings. The Collateral Provider shall
not, without obtaining consent of the relevant Person in accordance with the Credit
Agreement, discontinue use of or otherwise abandon any Intellectual Property Collateral, or
abandon any application for a patent or trademark filed with the Japan Patent Office, unless
the loss thereof could not reasonably be expected to have a Material Adverse Effect, in
which case, the Collateral Provider will give prompt notice of any such abandonment to the
Collateral Agent.(b)
    
    The Collateral Provider shall take all steps which it or the Collateral Agent deems
reasonable and appropriate under the circumstances to preserve and protect each item of the
Intellectual Property Collateral, including, without limitation, maintaining the quality of
any and all products or services used or provided in connection with any of the Trademarks,
consistent with the quality of the products and services as of the date hereof, and taking
all steps necessary to ensure that all licensed users of any of the Trademarks use such
consistent standards of quality and singly or jointly with the Collateral Agent and the
Secured Parties, as the Collateral Agent instructs, defending or bringing any infringement
or other proceedings with respect to any Intellectual Property Collateral.
 9




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##### 



Section 10. Insurance
  Section 11. Collateral Agent Appointed Attorney in Fact
  (a)
    
    to obtain and adjust insurance required to be paid to the Collateral Agent pursuant to
Section 10;(b)
    
    to ask for, demand, collect, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the Collateral; and(c)
    
    to receive, indorse and collect any drafts or other instruments or documents in
connection with clause (a) or (b) above.
 Section 12. Collateral Agent or Secured Parties May Perform
 Section 15
 Section 13. The Collateral Agents Duties
 (a)
    
    The powers conferred on the Collateral Agent hereunder are solely to protect the Secured
Parties interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the exercising of reasonable care with respect to the Collateral in
its possession and the accounting for moneys actually received by it hereunder, the
Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Collateral, whether or not any Secured Party has or is deemed to have
knowledge of such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. The Collateral Agent
shall be deemed to have exercised reasonable care in the custody and preservation of any
Collateral in its possession if it takes such action for that purpose as the Collateral
Provider reasonably requests in writing at times other than upon the occurrence and during
the continuance of any Specified Default, but failure of the Collateral Agent to comply with
any such request at any time shall not in itself be deemed a failure to exercise reasonable
care.
 10




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##### 



(b)
    
    Anything contained herein to the contrary notwithstanding, the Collateral Agent may from
time to time, when the Collateral Agent deems it to be necessary, appoint one or more
subagents (each a Subagent) for the Collateral Agent hereunder with respect to all or any
part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with
respect to any Collateral, (i) such Subagent shall automatically be vested, in addition to
the Collateral Agent, with all rights, powers, privileges, interests and remedies of the
Collateral Agent hereunder with respect to such Collateral, and (ii) the term Collateral
Agent, when used herein in relation to any rights, powers, privileges, interests and
remedies of the Collateral Agent with respect to such Collateral, shall include such
Subagent.
 Section 14. Remedies
  (a)
    
    The Collateral Agent or the Secured Parties may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a Secured Party upon default under the applicable law and also
may: (i) require the Collateral Provider to, and the Collateral Provider hereby agrees that
it will at its expense and upon request of the Collateral Agent forthwith, assemble all or
part of the Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent that is
reasonably convenient to both parties; (ii) without notice except as specified below, sell
the Collateral or any part thereof in one or more parcels at public or private sale, at any
of the Collateral Agents offices or elsewhere, for cash, on credit or for future delivery,
and upon such other terms as the Collateral Agent may deem commercially reasonable; (iii)
occupy any premises owned or leased by the Collateral Provider where the Collateral or any
part thereof is assembled or located for a reasonable period in order to effectuate its
rights and remedies hereunder or under law, without obligation to the Collateral Provider in
respect of such occupation; and (iv) exercise any and all rights and remedies of the
Collateral Provider under or in connection with the Collateral, or otherwise in respect of
the Collateral. The Collateral Provider agrees that, to the extent notice of sale shall be
required by law, at least ten days notice to such Collateral Provider of the time and place
of any public sale or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent or the Secured Parties shall not be obligated
to make any sale of Collateral regardless of notice of sale having been given.(b)
    
    Any cash held by or on behalf of the Collateral Agent or the Secured Parties and all cash
proceeds received by or on behalf of the Collateral Agent or the Secured Parties in respect
of any sale of, collection from, or other realisation upon all or any part of the Collateral
may, in the discretion of the Collateral Agent or the Secured Parties, be held by the
Collateral Agent as collateral for, and/or then or at any time thereafter applied (after
payment of any amounts payable to the Collateral Agent or the Secured Parties pursuant to
Section 15) in whole or in part by the Collateral Agent for the rateable benefit of
the Secured Parties against, all or any part of the Secured Obligations, in the manner set
forth under Section 8.03 of the Credit Agreement. Any surplus of such cash or cash proceeds
held by or on the behalf of the Collateral Agent or the Secured Parties and remaining after
payment in full of all the Secured Obligations shall be paid over to the Collateral Provider
or to whomsoever may be lawfully entitled to receive such surplus.
 (c)
    
    All payments received by the Collateral Provider in respect of the Collateral shall be
received in custody for the benefit of the Secured Parties, shall be segregated from other
funds of the Collateral Provider and shall be forthwith paid over to the Collateral Agent in
the same form as so received (with any necessary endorsement).
 11




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##### 



Section 15. Indemnity and Expenses
 (a)
    
    The Collateral Provider agrees to indemnify, defend and save and hold harmless each
Secured Party and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an Indemnified Party) from and against, and shall
pay on demand, any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of or in
connection with or resulting from this Agreement or any Collateral (including, without
limitation, enforcement of this Agreement, any breach or alleged breach of any of the
representations, warranties or covenants, or agreements made by the Collateral Provider
hereunder), except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have resulted from
such Indemnified Partys gross negligence or wilful misconduct.
 (b)
    
    The Collateral Provider will upon demand pay to the Collateral Agent or the Secured
Parties the amount of any and all taxes and all reasonable expenses, including, without
limitation, the reasonable fees and expenses of its counsel and of any experts and agents,
that the Collateral Agent or the Secured Parties may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or operation of, or
the sale of, collection from or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties
hereunder or (iv) the failure by the Collateral Provider to perform or observe any of the
provisions hereof.
 Section 16. Amendments; Waivers; Additional Collateral Providers; Etc.
  Section 17. Notices, Etc.
  12




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##### 



Section 18. Continuing Security Interest; Assignments under the Credit Agreement
 clause (c)
 Section 19. Release; Termination
 (a)
    
    Upon any Disposition of any item of the Collateral in accordance with the terms of the
Loan Documents (other than sales of Inventory in the ordinary course of business), the
Collateral Agent and the Secured Parties will, at the Collateral Providers expense, execute
and deliver to the Collateral Provider (without recourse or representation or warranty) such
documents as the Collateral Provider shall reasonably request to evidence the release of
such item of the Collateral from the security interests created hereby; provided,
that (i) at the time of such request and such release no Specified Default shall have
occurred and be continuing, (ii) the Collateral Provider shall have delivered to the
Collateral Agent, at least five Business Days prior to the date of the proposed release, a
written request for release describing the item of the Collateral and the terms of the sale,
lease, transfer or other disposition in reasonable detail, including, without limitation,
the price thereof and any expenses in connection therewith, together with a form of release
for execution by the Secured Parties and Collateral Agent and a certificate of the
Collateral Provider to the effect that the transaction is in compliance with the Loan
Documents and as to such other matters as the Collateral Agent or the Secured Parties may
reasonably request and (iii) the proceeds of any such sale, lease, transfer or other
disposition required to be applied, or any payment to be made in connection therewith, in
accordance with Section 8.03 of the Credit Agreement shall, to the extent so required, be
paid or made to, or in accordance with the instructions of, the Administrative Agent when
and as required under Section 8.03 of the Credit Agreement.
 (b)
    
    Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the
Maturity Date and (iii) the termination or expiration of all Commitments and all Letters of
Credit, the security interests created hereby shall terminate and all rights to the
Collateral shall revert to the Collateral Provider. Upon any such termination, the Secured
Parties and Collateral Agent will, at the Collateral Providers expense, execute and deliver
to the Collateral Provider (without recourse or representation or warranty) such documents
as the Collateral Provider shall reasonably request to evidence such termination.
 13




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##### 



Section 20. Execution in Counterparts
  Section 21. Governing Law and Jurisdiction
  This Agreement has been entered into as of the date stated at the beginning of this Agreement.
 14




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##### 



Exhibit A
 Form of Document Setting Out Information On Underlying Transaction
 
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2,ß#AM#s,É¦Í,¢,1/2,μ,Ü,·#B æ3#ð#i,»,Ì1/4,Ì###j 22




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##### 



Exhibit B
 Form of Deed of Assignment
   ...
     Address:
    
    6-23, Shin-Yokohama 2-chome, Kohoku-ku,
Yokohama-shi, Kanagawa, Japan
 
 
 
 25




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##### 



...
   
  Address:
    
    6-23, Shin-Yokohama 2-chome, Kohoku-ku,
Yokohama-shi, Kanagawa, Japan
 
 
 26




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##### 



Exhibit C
 Form of Request for Consent to Pledge
 
 
   Security Agreement Collateral Agent Secured Parties shichiken Deposit Accounts
    Yours faithfully,ASYST JAPAN INC.ByBy:
    
    Tetsuo YamashitaTitle:
    
    Representative Director
 27




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Approved and consented to:ByBy:
    
    [      ]Title:
    
    [       ]
  kakutei hizuke
 28




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##### 



list other Secured Parties
 29




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##### 



30




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##### 



ASYST JAPAN INC.
 th
 ByBy:Title:




---



##### 



[address]
    
    KEYBANK NATIONAL ASSOCIATIONas the 
Collateral Agent and a Secured PartyByBy:Title:




---



##### 



[address]
    
    [Name of the Secured Party] as a Secured PartyByBy:Title:




---



##### 



EXHIBIT G-2-B
         SECURITY AGREEMENT




---



##### 



TABLE OF CONTENTS
 Section
    
    
    
    PageSection 1.
    
    Creation of Security
    
    
    1Section 2.
    
    Perfection of Security
    
    
    3Section 3.
    
    Security for Obligations
    
    
    4Section 4.
    
    Collateral Provider Remains Liable
    
    
    4Section 5.
    
    Representations and Warranties
    
    
    4Section 6.
    
    Undertakings
    
    
    6Section 7.
    
    Further Assurances
    
    
    8Section 8.
    
    Voting Rights; Dividends; Etc
    
    
    8Section 9.
    
    Intellectual Property Collateral
    
    
    9Section 10.
    
    Insurance
    
    
    9Section 11.
    
    Collateral Agent Appointed Attorney in Fact
    
    
    9Section 12.
    
    Collateral Agent or Secured Parties May Perform
    
    
    10Section 13.
    
    The Collateral Agents Duties
    
    
    10Section 14.
    
    Remedies
    
    
    10Section 15.
    
    Indemnity and Expenses
    
    
    11Section 16.
    
    Amendments; Waivers; Additional Collateral Providers; Etc
    
    
    11Section 17.
    
    Notices, Etc
    
    
    12Section 18.
    
    Continuing Security Interest; Assignments under the Credit Agreement
    
    
    12
 i




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##### 



Security Agreement (AJI)
 Section
    
    
    
    PageSection 19.
    
    Release; Termination
    
    
    12Section 20.
    
    Execution in Counterparts
    
    
    13Section 21.
    
    Governing Law and Jurisdiction
    
    
    13
 ii




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##### 



Schedule 1
    
    -
    
    List of Equity InterestSchedule 2-1
    
    -
    
    List of PatentsSchedule 2-2
    
    -
    
    List of TrademarksSchedule 2-3
    
    -
    
    List of Patent and Trademark ApplicationsExhibit A
    
    -

    
    Form of Deed of Assignment (joto shosho)Exhibit B
    
    -
    
    Form of Request for Consent to
Pledge (shichiken settei doi-iraisho)Annex I
 iii




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##### 



SECURITY AGREEMENT
 kabushiki kaisha Collateral Provider Secured Parties Collateral Agent
 Preliminary Statements
 (1)
    
    Asyst Technologies, Inc., a corporation under the laws of the state of California (the
Company), Asyst Japan Inc. and the Collateral Provider, as Borrowers have entered into a
Credit Agreement dated as of July 27, 2007 (said Agreement, as it may hereafter be amended,
amended and restated, supplemented or otherwise modified from time to time, being the Credit
Agreement) with, inter alios,the Lenders and the Administrative Agent.(2)
    
    Pursuant to the Credit Agreement, the Collateral Provider is entering into this Agreement in
order to create in favour of the Secured Parties a security interest in each type of the
Collateral (as hereinafter defined).(3)
    
    It is a condition precedent to the making of Loans by the Lenders and the issuance of Letters
of Credit by the L/C Issuer under the Credit Agreement, the entry into Secured Hedge
Agreements by the Hedge Banks and the entry into Secured Cash Management Agreements by the
Cash Management Banks from time to time that the Collateral Provider shall have created the
security interests contemplated by this Agreement.(4)
    
    Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in
this Agreement as defined in the Credit Agreement. Sections, clauses, paragraphsand Schedules
in italics are references to Sections, clauses, paragraphs and Schedules of this Agreement.
  Section 1.Creation of Security
 1.1 Initial creation of security
 (a)
    
    The Collateral Provider hereby creates in favour of the Secured Parties a first priority
security interest in the form of a pledge (shichiken) in all of the Collateral Providers
rights, title and interest in and to the shares of capital stock of (or other ownership or
profit interests in) Asyst Shinko Ireland, Ltd. and Asyst Shinko China from among the
foreign subsidiaries described in Schedule 1 (all such foreign subsidiaries
together, the Foreign ASI Subsidiaries)(any and all such shares or interests being the
ASI Equity Interests) promptly after the Collateral Provider causes the secured parties
under the security agreement dated as of November 13, 2006, and
 1




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##### 



entered into by and between the Collateral Provider and Bank of America, N.A. as
collateral agent (the Existing Security Agreement) to release the existing security
interest in the ASI Equity created under the Existing Security Agreement.(b)
    
    The Collateral Provider hereby transfers and assigns to the Secured Parties, by way of a
first priority security interest (joto tampoken), all of the Collateral Providers rights,
title and interest in and to the following (any and all Patents (as defined below) and
Trademarks (as defined below) being, the Intellectual Property Collateral):
 (i)
    
    all patents as described in Schedule 2-1,other than the patent
whose patent number assigned by the Japan Patent Office is 3002206 (the Co-owned
Patent) (any and all patents subject to the security interest created hereunder being
Patents); and(ii)
    
    all trademarks as described in Schedule 2-2 (any and all trademarks
subject to the security interest created hereunder being Trademarks).
 (c)
    
    To the extent permitted by Japanese law, the Collateral Provider hereby creates in
favour of the Secured Parties a first priority security interest in the form of a pledge
(shichiken) in all of the Collateral Providers rights, title and interest in and to the
deposit accounts of the Collateral Provider as specified in Schedule 2 to Exhibit B
maintained with the bank specified in Exhibit B (the Account Bank) (such deposit accounts
being the Deposit Accounts).
 1.2 Subsequent creation of security
 clauses (a) (c) Section 1.1 clause
(a) Section 1.1
 1.3 Collateral
 (a)
    
    All properties which are subject to any security interest created hereunder are herein
collectively called the Collateral. The Collateral shall include all proceeds of,
collateral for, income, royalties and other payments now or hereafter due and payable with
respect to any and all of the forgoing Collateral (including, without limitation, proceeds
and collateral that constitute property of the types described in clauses (a)through (c)of
Section 1.1,Section 1.2 and this Section 1.3)and, to the extent
not otherwise included, all payments under insurance (whether or not the Collateral Agent is
the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss
or damages to or otherwise with respect to any of the foregoing Collateral. Notwithstanding
anything herein to the contrary, in no event shall Collateral include any lease, license,
contract, property rights or agreement to which the Collateral Provider is a party or any of
its rights or interest thereunder (other than the right to receive payments) if the creation
of such security interest hereunder (i) shall constitute or result in the abandonment,
invalidation or
 2




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##### 



unenforceability of any right, title or interest of the Collateral Provider therein or in
a breach or termination pursuant to the terms of, or a default under, any such lease,
license, contract, property rights or agreement unless the Collateral Provider shall have
obtained a consent or waiver with respect to the Liens created hereunder, or (ii) is
prohibited by applicable law.(b)
    
    Notwithstanding the foregoing, the term Collateral shall not include, and the grant of a
security interest as provided hereunder shall not extend to:
 (i)
    
    The ASI Equity Interests to the extent the grant of a security interest would:
 A.
    
    constitute a violation of a valid and enforceable restriction
in favour of a third party on such grant, unless and until any required
consents shall have been obtained;B.
    
    give any other party to such contract, instrument, license or
other document a valid and enforceable right to terminate its obligations
thereunder; orC.
    
    violate the organizational documents of, or any governmental
Law, rule or regulation, applicable to the Foreign ASI Subsidiaries;
 (ii)
    
    any asset, the granting of a security interest in which would be void or
illegal under any applicable governmental Law, rule or regulation, or pursuant thereto
would result in, or permit the termination of, such asset; or(iii)
    
    any asset subject to any Liens permitted under Section 7.01 of the Credit
Agreement (a Permitted Lien) (other than Liens in favour of the Collateral Agent or
the Secured Parties) to the extent that the grant of other Liens on such asset would:
 A.
    
    result in a breach or violation of, or constitute a default
under, the agreement or instrument governing such Permitted Lien;B.
    
    result in the loss of use of such asset; orC.
    
    permit the holder of such Permitted Lien to terminate the
Grantors use of such asset.
 Section 2. Perfection of Security
 (a)
    
    With respect to any Collateral set out under Section 1, upon execution of this Agreement
and subject to satisfaction of the conditions provided in Section 1or upon the creation or
acquisition or entry into by (or on behalf of) the Collateral Provider thereof, the
Collateral Provider shall at its sole cost and expense, take or cause to be taken all such
procedures as are necessary for the perfection of each of such Collateral, and take or cause
to be taken all further action that may be necessary or reasonably desired, or that the
Collateral Agent the Secured Parties may reasonably request, for such purpose. Without
limiting the generality of the foregoing, the Collateral Provider shall, at its sole cost
and expense, on or prior to the Closing Date, prepare, duly execute and deliver to the
Collateral Agent any and all such documents as are necessary for the registration or
perfection of the security interests in the properties enumerated in Section 1
above, including without limitation, a deed of assignment with respect to the Patents and
the Trademarks in such form substantially as shown in Exhibit A (joto shosho) and within 30
days from the Closing Date, obtain approval from the Account Bank to pledge over the
Deposit Accounts in such form substantially as shown in Exhibit B (shichiken settei
doi-iraisho)after having the date thereof officially established (kakutei hizuke).
 3




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##### 



(b)
    
    Each party understands that the Collateral Agents reasonable cooperation, including,
without limitation, obtaining a power of attorney and other documents to be prepared by the
relevant Secured Party, is necessary for the registration of the assignment of the
Intellectual Property Collateral by way of a security interest or for the performance by the
Collateral Provider of its obligations relating to the perfection of the security interests
created hereunder. Moreover, the Collateral Provider shall retain a patent attorney
(benrishi), of its choice, to prepare all necessary documents for recordation of the
assignment of the Intellectual Property Collateral or for the performance by the Collateral
Provider of its obligations relating to the perfection of the security interests created
hereunder.
 Section 3. Security for Obligations
 Secured Obligations
 Section 4. Collateral Provider Remains Liable
  Section 5. Representations and Warranties
  (a)
    
    It is the sole, legal and beneficial owner of the Collateral (excluding, for the
avoidance of doubt, any Collateral released underSection 19), free and clear of any
Lien (other than an existing security interest created under the security agreement dated as
of November 13, 2006, and entered into by and between the Collateral Provider and Bank of
America, N.A. as collateral agent and any Permitted Lien), claim, option or right of others,
and except for the security interests created hereunder, and it has not agreed to encumber
or cause or allow to be encumbered any Collateral with any Lien, claim, option or right of
others.(b)
    
    It has not sold or agreed to sell, or otherwise disposed of or agreed to dispose of any
or all of the Collateral.(c)
    
    As of the date of this Agreement, none of the equipment of the Collateral Provider has a
book value of $500,000 or more.(d)
    
    As of the date of this Agreement, it owns no investment
properties other than those in shares in the Foreign ASI Subsidiaries listed on Schedule1and Schedule 5.08(e) to the
Credit Agreement.
 4




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##### 



(e)
    
    As of the date of this Agreement, no agreement exists which constitutes a Material
Contract with respect to the Collateral Provider, except for the agreement listed in
Schedule 5.07 to the Credit Agreement.(f)
    
    As of the date of this Agreement, it has no patents, trademarks, or service marks,
registered in Japan, or any patent, trademark or service mark applications, filed with the
Japan Patent Office, other than the Patents and the Trademarks, and the patent and trademark
applications listed on Schedules 2-1, 2-2 and 2-3.(g)
    
    As of the date of this Agreement, it owns no real property.(h)
    
    A valid and perfected first priority security interest will be created in favour of the
Secured Parties securing the payment of the Secured Obligations, in the case of the Deposit
Accounts, upon obtaining approval from the Account Bank to pledge and, in the case of the
Patents and Trademarks, upon the recordation of assignment thereof to the Secured Parties.(i)
    
    It is a corporation duly incorporated and validly existing under the laws of Japan; has
the corporate power and authority to own its assets and to transact its business, and is
duly qualified under the laws of Japan.(j)
    
    The execution and performance by itself of this Agreement have been duly authorised by
all necessary corporate action and do not and will not (i) require any consent or approval
of its shareholders, (ii) contravene the articles of incorporation or any other constitutive
documents of itself, (iii) violate any provision of any law, rule, or regulation, or (iv)
result in a breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease, or instrument to which it is a party or by which it
or its properties may be bound or affected.(k)
    
    This Agreement is the legal, valid, and binding obligation of the Collateral Provider,
enforceable in accordance with its respective terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency and other similar laws
affecting creditors rights generally.(l)
    
    No authorisation or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for (i) the
creation of the security interests created hereunder or for the execution, delivery or
performance of this Agreement by the Collateral Provider, (ii) the perfection or maintenance
of any security interest created hereby (including the first priority nature of such
security interest), except for the application to the Japan Patent Office for transfer of
the Intellectual Property Collateral by way of security interest, or (iii) the exercise by
the Collateral Agent of any voting or other rights provided for in this Agreement or the
remedies in respect of any Collateral pursuant to this Agreement.(m)
    
    Subject to Section 1.3 (b), the creation of a security interest hereunder in any
lease, license, contract, property rights or agreement to which the Collateral Provider is a
party or any of the Collateral Providers rights thereunder (i) does not and will not
constitute or result in the abandonment, invalidation or unenforceability of any right,
title or interest of the Collateral Provider therein or in a breach or termination pursuant
to the terms of, or a default under, any such lease, license, contract, property rights or
agreement or (ii) does not and will not violate any law.(n)
    
    None of the properties listed on Schedules has been or is likely to be adjudged
invalid or unenforceable in whole or part and all patents, trademarks, patent or trademark
applications, contracts and agreements, accounts receivable, Equity Interests, insurance
policies listed on Schedules are valid and enforceable.
 5




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(o)
    
    None of the Collateral Provider and the properties listed on Schedules is or is
likely to be subject to any outstanding consent, settlement, decree, order, injunction,
judgment or ruling restricting the use of such properties.(p)
    
    All information provided by the Collateral Provider to the Secured Parties through the
Collateral Agent in connection with this Agreement, including the information set out in
Schedules is true and accurate in all material respects and comprehensive, and there
is no matter which renders or could render any of such information untrue, inaccurate or
misleading in any respect.(q)
    
    Under the laws of Japan, there is no requirement that the Collateral Agent or any of the
Secured Parties qualify to do business in Japan or comply with the requirement of any
foreign lender statute or to pay any Tax in order to carry out the transactions contemplated
by, receive the benefits of, or enforce the provisions of this Agreement or the other Loan
Documents or the documents provided for therein, nor will the Collateral Agent or any of the
Secured Parties be subject to any other type of taxation in Japan solely as the result of
the performance of such transactions or the enforcement of any rights or remedies granted
under this Agreement or any of the other Loan Documents.
 Section 6. Undertakings
  (a)
    
    It will warrant and defend and cause others to warrant and defend its rights, title and
interest in and to any of the Collateral for the benefit of the Secured Parties against any
claims and demands of all other Persons whomsoever.(b)
    
    It will continue to be the sole, legal and beneficial owner of each of the Collateral
(excluding, for the avoidance of doubt, any Collateral released under Section 19),
free and clear of any Lien, claim, option or right of others, except for the security
interests created hereunder.(c)
    
    It will comply and cause others to comply with all the provisions of any applicable law
in order to establish and maintain any security interest created hereunder as a valid,
perfected, first priority security interest.(d)
    
    It will pay all reasonable costs, and all taxes and governmental charges in connection
with the preparation, execution or amendment of this Agreement and the creation and
perfection of or amendment to any security interest created hereunder (including, without
limitation, registration fees incurred in connection with the registration of any security
interest created hereunder and the recordation of any change made to any matters recorded on
the patent registry or the trademark registry and reasonable fees and expenses of the
Collateral Agents or the Secured Parties counsel relating thereto), and promptly pay or
procure the payment of all fees and taxes and all other reasonable expenses whatsoever in
respect of any of the Collateral, so that any security interest created hereunder shall at
all times be wholly preserved at the cost of the Collateral Provider and without expense to
the Collateral Agent or any Secured Party.(e)
    
    Unless otherwise permitted under the Credit Agreement, it will not cause or allow any
Lien, claim, option or right of others whatsoever to be created, incurred, placed or imposed
upon any of its properties, including any Collateral.
 6




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(f)
    
    Unless otherwise permitted under the Credit Agreement, it will not sell or otherwise
dispose of, or cause to be sold or otherwise disposed of, any of its properties, including
any Collateral, or any share or interest in any of the Collateral.(g)
    
    It will notify or cause to be notified the Collateral Agent forthwith if any order or
notice of provisional attachment, provisional attachment for the purpose of assuring
collection of taxes or public imposts or attachment with respect to any of its properties,
including the Collateral, is dispatched.(h)
    
    It will not make or cause to be made any major alteration to any of the Collateral.(i)
    
    Upon completion of the registration of any patent or trademark with the Japan Patent
Office in its name or upon the filing of an application for patent or trademark in its name
with the Japan Patent Office, it will promptly notify the Collateral Agent thereof in
writing, and in the case of the registration of a patent or trademark, will create a
security interest in all of the Collateral Providers rights, title and interest in and to
such registered patent or trademark in favour of the Secured Parties and perfect or cause to
be perfected the security interest so created, in such manner as the Collateral Agent
determines to be necessary and appropriate.(j)
    
    It will permit the Collateral Agent, its employees or Subagents (as defined in
Section 13 (b)) at all reasonable times and subject to at least twenty-four
(24) hours prior notice to survey and/or inspect any of the Collateral, give or cause to be
given all reasonable assistance in connection with such survey and inspection, and make or
cause to be made all such repairs as such survey or inspection shall reveal to be necessary
to enable the relevant Collateral to comply with the requirements hereof.(k)
    
    It will notify or cause to be notified the Collateral Agent forthwith of any accident to
any of the Collateral which results in material damage to such Collateral.(l)
    
    It will supply or cause to be supplied to the Collateral Agent, upon request by the
Collateral Agent, full information regarding any of the Collateral.(m)
    
    It will keep or cause to be kept proper books of account in respect of any of the
Collateral, and as and when the Collateral Agent may so require, ensure that such books are
made available for inspection by the Collateral Agent.(n)
    
    It will not assign any right, duty, obligation or liability hereunder.(o)
    
    Unless otherwise permitted under the Credit Agreement and otherwise than issue of shares
for the purpose of or pursuant to a stock split or reverse stock split or any other means
under which it does not cause the Collateral Providers issued share capital to change under
the Company Law of Japan or for the purpose of or pursuant to and followed by a merger or
consolidation permitted under Section 7.04 of the Credit Agreement, it will not issue any
new Equity Interest.(p)
    
    It will make its reasonable efforts to, on demand of the Collateral Agent, obtain consent
from the other co-owner of the Co-owned Patent to the assignment of its interest therein to
the Secured Parties by way of security under this Agreement, and then assign by way of
security such interest to the Secured Parties, if such action is deemed by the Secured
Parties to be necessary for the preservation or protection of any of the rights of the
Secured Parties under this Agreement or any other Loan Agreement.(q)
    
    Concurrently with the delivery by the Company of the financial statements referred to in
Sections 6.01(a) and (b) of the Credit Agreement, or, if at any other time, upon the
reasonable request of the Collateral Agent, it will obtain approval from the Account Bank to
pledge over the Deposit Accounts in such form substantially as shown in Exhibit C (shichiken
settei doi-iraisho)after
 7




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kakutei hizuke
 Section 7. Further Assurances
 (a)
    
    The Collateral Provider agrees that from time to time, at the expense of the Collateral
Provider, the Collateral Provider will promptly execute and deliver, or otherwise
authenticate, all further instruments and documents, and take all further action that may be
necessary or reasonably desired, or that the Collateral Agent or the Secured Parties may
reasonably request, in order to create, perfect and protect any security interest created or
purported to be created by the Collateral Provider hereunder or to enable the Collateral
Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder
with respect to any Collateral.(b)
    
    The Collateral Provider will furnish to the Collateral Agent from time to time statements
and schedules further identifying and describing the Collateral and such other reports in
connection with any Collateral as the Collateral Agent may reasonably request, all in
reasonable detail.
 Section 8. Voting Rights; Dividends; Etc.
 (a)
    
    So long as no Specified Default shall have occurred and be continuing:
 (i)
    
    The Collateral Provider shall be entitled to exercise any and all voting and
other consensual rights pertaining to any Equity Interests which are subject to the
security interest created hereunder for any purpose.(ii)
    
    The Collateral Provider shall be entitled to receive and retain any and all
dividends, interest and other distributions paid in respect of any Equity Interests
which are subject to the security interest created hereunder if and to the extent that
the payment thereof is not otherwise prohibited by the terms of the Loan Documents;
provided, that any and all such dividends, interest and distributions shall be
Collateral subject to any other applicable provisions of this Agreement.
 (b)
    
    Upon the occurrence and during the continuance of a Specified Default, upon notice by the
Collateral Agent:
 (i)
    
    All rights of the Collateral Provider (I) to exercise or refrain from
exercising the voting and other consensual rights that it would otherwise be entitled to
exercise pursuant toSection8(a)(i)shall cease and (II) to receive the
dividends, interest and other distributions that it would otherwise be authorised to
receive and retain pursuant to Section8(a)(ii) shall automatically cease, and
all such rights shall thereupon become vested in the Collateral Agent and the Secured
Parties, which shall thereupon have the sole right as against the Collateral Provider to
exercise or refrain from exercising such voting and other consensual rights and to
receive and hold as Collateral such dividends, interest and other distributions.(ii)
    
    All dividends, interest and other distributions that are received by the
Collateral Provider contrary to the provisions of paragraph (i) of this
Section 8(b) shall be received in custody for the benefit of the Secured
Parties, shall be segregated from other funds of the Collateral Provider and shall be
forthwith paid over to the Collateral Agent as Collateral in the same form as so
received (with any necessary endorsement).
  8




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Section 9. Intellectual Property Collateral
 (a)
    
    With respect to each item of its Intellectual Property Collateral, the Collateral
Provider agrees to take, at its expense, all necessary steps to (i) maintain the validity
and enforceability of any Intellectual Property Collateral and maintain any Intellectual
Property Collateral in full force and effect, and (ii) pursue the registration and
maintenance of each patent or trademark now or hereafter included in the Intellectual
Property Collateral, or each of the patent or trademark applications listed in Schedule
2-3 or hereafter notified to the Collateral Agent, including, without limitation, the
payment of required fees and taxes, the filing of responses to office actions issued by any
governmental authorities, the filing of applications for renewal or extension, the payment
of maintenance fees and the participation in interference, re-examination, opposition,
cancellation, infringement and misappropriation proceedings. The Collateral Provider shall
not, without obtaining consent of the relevant Person in accordance with the Credit
Agreement, discontinue use of or otherwise abandon any Intellectual Property Collateral, or
abandon any application for a patent or trademark filed with the Japan Patent Office, unless
the loss thereof could not reasonably be expected to have a Material Adverse Effect, in
which case, the Collateral Provider will give prompt notice of any such abandonment to the
Collateral Agent.(b)
    
    The Collateral Provider shall take all steps which it or the Collateral Agent deems
reasonable and appropriate under the circumstances to preserve and protect each item of the
Intellectual Property Collateral, including, without limitation, maintaining the quality of
any and all products or services used or provided in connection with any of the Trademarks,
consistent with the quality of the products and services as of the date hereof, and taking
all steps necessary to ensure that all licensed users of any of the Trademarks use such
consistent standards of quality and singly or jointly with the Collateral Agent and the
Secured Parties, as the Collateral Agent instructs, defending or bringing any infringement
or other proceedings with respect to any Intellectual Property Collateral.
 Section 10. Insurance
  Section 11. Collateral Agent Appointed Attorney in Fact
  (a)
    
    to obtain and adjust insurance required to be paid to the Collateral Agent pursuant
toSection 10;(b)
    
    to ask for, demand, collect, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the Collateral; and
 9




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(c)
    
    to receive, indorse and collect any drafts or other instruments or documents in
connection with clause (a) or (b) above.
 Section 12. Collateral Agent or Secured Parties May Perform
 Section 15
 Section 13. The Collateral Agents Duties
 (a)
    
    The powers conferred on the Collateral Agent hereunder are solely to protect the Secured
Parties interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the exercising of reasonable care with respect to the Collateral in
its possession and the accounting for moneys actually received by it hereunder, the
Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Collateral, whether or not any Secured Party has or is deemed to have
knowledge of such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. The Collateral Agent
shall be deemed to have exercised reasonable care in the custody and preservation of any
Collateral in its possession if it takes such action for that purpose as the Collateral
Provider reasonably requests in writing at times other than upon the occurrence and during
the continuance of any Specified Default, but failure of the Collateral Agent to comply with
any such request at any time shall not in itself be deemed a failure to exercise reasonable
care.(b)
    
    Anything contained herein to the contrary notwithstanding, the Collateral Agent may from
time to time, when the Collateral Agent deems it to be necessary, appoint one or more
subagents (each a Subagent) for the Collateral Agent hereunder with respect to all or any
part of the Collateral. In the event that the Collateral Agent so appoints any Subagent with
respect to any Collateral, (i) such Subagent shall automatically be vested, in addition to
the Collateral Agent, with all rights, powers, privileges, interests and remedies of the
Collateral Agent hereunder with respect to such Collateral, and (ii) the term Collateral
Agent, when used herein in relation to any rights, powers, privileges, interests and
remedies of the Collateral Agent with respect to such Collateral, shall include such
Subagent.
 Section 14. Remedies
  (a)
    
    The Collateral Agent or the Secured Parties may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a Secured Party upon default under the applicable law and also
may: (i) require the Collateral Provider to, and the Collateral Provider hereby agrees that
it will at its expense and upon request of the Collateral Agent forthwith, assemble all or
part of the Collateral as directed by the Collateral Agent and make it available to the
Collateral Agent at a place and time to be designated by the Collateral Agent that is
reasonably convenient to both parties; (ii) without notice except as specified below, sell
the Collateral or any part thereof in one or more parcels at
 10




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public or private sale, at any of the Collateral Agents offices or elsewhere, for cash,
on credit or for future delivery, and upon such other terms as the Collateral Agent may
deem commercially reasonable; (iii) occupy any premises owned or leased by the Collateral
Provider where the Collateral or any part thereof is assembled or located for a reasonable
period in order to effectuate its rights and remedies hereunder or under law, without
obligation to the Collateral Provider in respect of such occupation; and (iv) exercise any
and all rights and remedies of the Collateral Provider under or in connection with the
Collateral, or otherwise in respect of the Collateral. The Collateral Provider agrees
that, to the extent notice of sale shall be required by law, at least ten days notice to
such Collateral Provider of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable notification. The Collateral
Agent or the Secured Parties shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given.(b)
    
    Any cash held by or on behalf of the Collateral Agent or the Secured Parties and all cash
proceeds received by or on behalf of the Collateral Agent or the Secured Parties in respect
of any sale of, collection from, or other realisation upon all or any part of the Collateral
may, in the discretion of the Collateral Agent or the Secured Parties, be held by the
Collateral Agent as collateral for, and/or then or at any time thereafter applied (after
payment of any amounts payable to the Collateral Agent or the Secured Parties pursuant to
Section 15) in whole or in part by the Collateral Agent for the rateable benefit of
the Secured Parties against, all or any part of the Secured Obligations, in the manner set
forth under Section 8.03 of the Credit Agreement. Any surplus of such cash or cash proceeds
held by or on the behalf of the Collateral Agent or the Secured Parties and remaining after
payment in full of all the Secured Obligations shall be paid over to the Collateral Provider
or to whomsoever may be lawfully entitled to receive such surplus.(c)
    
    All payments received by the Collateral Provider in respect of the Collateral shall be
received in custody for the benefit of the Secured Parties, shall be segregated from other
funds of the Collateral Provider and shall be forthwith paid over to the Collateral Agent in
the same form as so received (with any necessary endorsement).
 Section 15. Indemnity and Expenses
 (a)
    
    The Collateral Provider agrees to indemnify, defend and save and hold harmless each
Secured Party and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an Indemnified Party) from and against, and shall
pay on demand, any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of or in
connection with or resulting from this Agreement or any Collateral (including, without
limitation, enforcement of this Agreement, any breach or alleged breach of any of the
representations, warranties or covenants, or agreements made by the Collateral Provider
hereunder), except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have resulted from
such Indemnified Partys gross negligence or wilful misconduct.(b)
    
    The Collateral Provider will upon demand pay to the Collateral Agent or the Secured
Parties the amount of any and all taxes and all reasonable expenses, including, without
limitation, the reasonable fees and expenses of its counsel and of any experts and agents,
that the Collateral Agent or the Secured Parties may incur in connection with (i) the
administration of this Agreement, (ii) the custody, preservation, use or operation of, or
the sale of, collection from or other realization upon, any of the Collateral, (iii) the
exercise or enforcement of any of the rights of the Collateral Agent or the Secured Parties
hereunder or (iv) the failure by the Collateral Provider to perform or observe any of the
provisions hereof.
 11




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Section 16. Amendments; Waivers; Additional Collateral Providers; Etc.
  Section 17. Notices, Etc.
  Section 18. Continuing Security Interest; Assignments under the Credit Agreement
  Section 19. Release; Termination
 (a)
    
    Upon any Disposition of any item of the Collateral in accordance with the terms of the
Loan Documents (other than sales of Inventory in the ordinary course of business), the
Secured Parties and the Collateral Agent will, at the Collateral Providers expense, execute
and deliver to the Collateral Provider (without recourse or representation or warranty) such
documents as the Collateral Provider shall reasonably request to evidence the release of
such item of the Collateral
 12




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from the security interests created hereby; provided, that (i) at the time of such
request and such release no Specified Default shall have occurred and be continuing, (ii)
the Collateral Provider shall have delivered to the Collateral Agent, at least five
Business Days prior to the date of the proposed release, a written request for release
describing the item of the Collateral and the terms of the sale, lease, transfer or other
disposition in reasonable detail, including, without limitation, the price thereof and any
expenses in connection therewith, together with a form of release for execution by the
Secured Parties and the Collateral Agent and a certificate of the Collateral Provider to
the effect that the transaction is in compliance with the Loan Documents and as to such
other matters as the Collateral Agent or the Secured Parties may reasonably request and
(iii) the proceeds of any such sale, lease, transfer or other disposition required to be
applied, or any payment to be made in connection therewith, in accordance with Section
8.03 of the Credit Agreement shall, to the extent so required, be paid or made to, or in
accordance with the instructions of, the Administrative Agent when and as required under
Section 8.03 of the Credit Agreement.(b)
    
    Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the
Maturity Date and (iii) the termination or expiration of all Commitments and all Letters of
Credit, the security interests created hereby shall terminate and all rights to the
Collateral shall revert to the Collateral Provider. Upon any such termination, the Secured
Parties and the Collateral Agent will, at the Collateral Providers expense, execute and
deliver to the Collateral Provider (without recourse or representation or warranty) such
documents as the Collateral Provider shall reasonably request to evidence such termination.
 Section 20. Execution in Counterparts
  Section 21. Governing Law and Jurisdiction
  This Agreement has been entered into as of the date stated at the beginning of this Agreement.
 13




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Exhibit A
 Form of Deed of Assignment
        ...
  
   
 
  25




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...
   
   
 
 26




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##### 



Exhibit B
 Form of Request for Consent to Pledge
 
 
   Security Agreement Collateral
Agent Secured Parties shichiken Deposit Accounts
    Yours faithfully,ASYST SHINKO, INC.ByBy:
    
    Hitoshi KawanoTitle:
    
    Representative DirectorApproved and consented to:ByBy:
    
    [       ]Title:
    
    [       ]
  kakutei hizuke
 27




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list other Secured Parties
 28




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##### 



ASYST SHINKO, INC.
 Shiba NBF Tower,1-30, Shibadaimon 1-chome,Minato-ku, Tokyo, 105-0012JapanFax No.: +81-3-3436-3245
    
    ByBy:Title:




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##### 



KEYBANK NATIONAL ASSOCIATION as the[address]
    
    Collateral Agent and a Secured PartyByBy:Title:




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[Name of the Secured Party] as a Secured Party[address]ByBy:Title:




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EXHIBIT
G-2-C
      
   SECURITY AGREEMENT




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##### 



TABLE OF CONTENTS
 Section
    
    
    
    PageSection 1.
    
    Creation of Security
    
    
    1Section 2.
    
    Perfection of Security
    
    
    2Section 3.
    
    Security for Obligations
    
    
    3Section 4.
    
    Collateral Provider Remains Liable
    
    
    3Section 5.
    
    Representations and Warranties
    
    
    3Section 6.
    
    Undertakings
    
    
    5Section 7.
    
    Further Assurances
    
    
    6Section 8.
    
    Voting Rights; Dividends; Etc.
    
    
    7Section 9.
    
    Intellectual Property Collateral
    
    
    7Section 10.
    
    Collateral Agent Appointed Attorney-in-Fact
    
    
    8Section.11
    
    Collateral Agent or Secured Parties May Perform
    
    
    8Section 12.
    
    The Collateral Agents Duties
    
    
    8Section 13.
    
    Remedies
    
    
    9Section 14.
    
    Indemnity and Expenses
    
    
    10Section 15.
    
    Amendments; Waivers; Additional Collateral Providers; Etc.
    
    
    10Section 16.
    
    Notices, Etc.
    
    
    10Section 17.
    
    Continuing Security Interest; Assignments under the Credit Agreement
    
    
    11Section 18.
    
    Release; Termination
    
    
    11
 i




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Section
    
    
    
    PageSection 19.
    
    Execution in Counterparts
    
    
    12Section 20.
    
    Governing Law and Jurisdiction
    
    
    12
 Schedule 1
    
    -
    
    List of AJI SharesSchedule 2-1
    
    -
    
    List of PatentsSchedule 2-2
    
    -
    
    List of TrademarksSchedule 2-3
    
    -
    
    List of Patent and Trademark ApplicationsExhibit A
    
    -
    
    Form of Deed of Assignment (joto shosho)Annex I
 ii




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SECURITY AGREEMENT
 Collateral Provider Secured Parties Collateral Agent
 Preliminary Statements
 (1)
    
    The Collateral Provider, Asyst Japan Inc. (AJI) and Asyst Shinko, Inc., as Borrowers
have entered into a Credit Agreement dated as of July 26, 2007 (said Agreement, as it may
hereafter be amended, amended and restated, supplemented or otherwise modified from time to
time, being the Credit Agreement) with, inter alios,the Lenders and the Administrative
Agent.
 (2)
    
    Pursuant to the Credit Agreement, the Collateral Provider is entering into this Agreement in
order to create in favour of the Secured Parties a security interest in each type of the
Collateral (as hereinafter defined).
 (3)
    
    It is a condition precedent to the making of Loans by the Lenders and the issuance of Letters
of Credit by the L/C Issuer under the Credit Agreement, the entry into Secured Hedge
Agreements by the Hedge Banks and the entry into Secured Cash Management Agreements by the
Cash Management Banks from time to time that the Collateral Provider shall have created the
security interests contemplated by this Agreement.
 (4)
    
    Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in
this Agreement as defined in the Credit Agreement. Sections, clauses, paragraphs and Schedules
in italics are references to Sections, clauses, paragraphs and Schedules of this Agreement.
  Section 1.Creation of Security
 1.1
    
    Initial creation of security
 (a)
    
    The Collateral Provider hereby creates in favour of the Secured Parties a first priority
security interest in the form of a pledge (shichiken) in all of the Collateral Providers
rights, title and interest in and to the shares of capital stock of AJI now owned by the
Collateral Provider, as described in Schedule 1 (any and all such property being the AJI
Shares) subject to the conditions designated by the Collateral Provider and the Collateral
Agent, if any.
 (b)
    
    The Collateral Provider hereby transfers and assigns to the Secured Parties, by way of a
first priority security interest (joto tampoken), all of the Collateral Providers rights,
title and interest in and to
 1




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the following (any and all Patents (as defined below) and Trademarks (as defined below)
being, the Intellectual Property Collateral):
 (i)
    
    all patents as described in Schedule 2-1 (any and all patents subject
to the security interest created hereunder being Patents); and(ii)
    
    all trademarks as described in Schedule 2-2 (any and all trademarks
subject to the security interest created hereunder being Trademarks).
 1.2
    
    Subsequent creation of securityThe Collateral Provider agrees that upon the creation or acquisition by (or on behalf
of) itself of any properties which are of the type (i) enumerated in clauses (a)
and (b) of Section 1.1, including, without limitation, any Equity Interests
in AJI or any other entities incorporated in Japan, and any patents, trademarks or
copyrights registered in Japan or filed with the Japan Patent Office or (ii) otherwise
required under the terms of the Credit Agreement or any other Loan Document to be pledged
or otherwise encumbered for the benefit of the Secured Parties (including, without
limitation, any Material Property), the Collateral Provider will notify the Collateral
Agent thereof and promptly thereafter create in favour of the Secured Parties, a first
priority security interest in all of the Collateral Providers rights, title and interest
in and to any such properties or under such contract to the extent that such creation does
not result in a breach of or constitute a default under any agreement to which the
Collateral Provider is a party.1.3
    
    CollateralAll properties which are subject to any security interest created hereunder are herein
collectively called the Collateral. The Collateral shall include all proceeds of,
collateral for, income, royalties and other payments now or hereafter due and payable with
respect to any and all of the forgoing Collateral (including, without limitation, proceeds
and collateral that constitute property of the types described in clauses (a) and
(b) of Section 1.1, Section 1.2 and this Section 1.3) and, to the
extent not otherwise included, any indemnity, warranty or guaranty, payable by reason of
loss or damages to or otherwise with respect to any of the foregoing Collateral.
Notwithstanding anything herein to the contrary, in no event shall the Collateral include
any lease, license, contract, property rights or agreement to which the Collateral Provider
is a party or any of its rights or interest thereunder (other than the right to receive
payments) if the creation of such security interest hereunder (i) shall constitute or
result in the abandonment, invalidation or unenforceability of any right, title or interest
of the Collateral Provider therein or in a breach or termination pursuant to the terms of,
or a default under, any such lease, license, contract, property rights or agreement unless
the Collateral Provider shall have obtained a consent or waiver with respect to the Liens
created hereunder, or (ii) is prohibited by applicable law.
 Section 2. Perfection of Security
 (a)
    
    With respect to any Collateral set out under Section 1, upon execution of this
Agreement and subject to satisfaction of the conditions provided in Section 1or upon
the creation or acquisition by (or on behalf of) the Collateral Provider thereof, the
Collateral Provider shall, at its sole cost and expense, take or cause to be taken all such
procedures as are necessary for the perfection of each of such Collateral, and take or cause
to be taken all further action that may be necessary or reasonably desired, or that the
Collateral Agent or the Secured Parties may reasonably request, for such purpose. Without
limiting the generality of the foregoing, the Collateral Provider shall at its sole cost and
expense, (i) within 5 days from the Closing Date, deliver to the Collateral Agent for the
rateable benefit of the Secured Parties all share certificates representing the AJI Shares in
a manner
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reasonably satisfactory to the Collateral Agent so as to be held by or on behalf of the
Collateral Agent pursuant hereto and (ii) on or prior to the Closing Date, prepare, duly
execute and deliver to the Collateral Agent a deed of assignment with respect to the Patents
and Trademarks in such form substantially as shown in Exhibit A (joto shosho).
 (b)
    
    Each party understands that the Collateral Agents reasonable cooperation, including, without
limitation, obtaining a power of attorney from the relevant Secured Party, is necessary for
the registration of the assignment of the Intellectual Property Collateral or for the
performance by the Collateral Provider of its obligations relating to the perfection of the
security interests created hereunder. Moreover, the Collateral Provider shall retain a patent
attorney (benrishi), of its choice, to prepare all necessary documents for the recordation of
the assignment of the Intellectual Property Collateral or for the performance by the
Collateral Provider of its obligations relating to the perfection of the security interests
created hereunder.
 (c)
    
    The Collateral Agent shall hold the share certificates representing AJI Shares specified in
clause (a) of this Section 2, delivered by the Collateral Provider within 5
days from the Closing Date and additional shares of capital stock to be issued by AJI, if any,
and shares of any other entities incorporated in Japan in accordance with the provision of the
Credit Agreement, if any, to the Collateral Agent upon its demand in accordance with
Section 1.2, on behalf of the Secured Parties.
 Section 3. Security for Obligations
 Secured Obligations
 Section 4. Collateral Provider Remains Liable
  Section 5. Representations and Warranties
  (a)
    
    It is the sole, legal and beneficial owner of the Collateral (excluding, for the avoidance of
doubt, any Collateral released under Section 18), free and clear of any Lien (other
than an existing security interest created under the security agreement dated as of July 13,
2006, and entered into by and among the Collateral Provider, AJI and Bank of America, N.A. as
collateral agent and any Liens permitted under Section 7.01 of the Credit Agreement), claim,
option or right of others, and except
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for the security interests created hereunder, and it has not agreed to encumber or cause or
allow to be encumbered any Collateral with any Lien, claim, option or right of others.
 (b)
    
    It has not sold or agreed to sell, or otherwise disposed of or agreed to dispose of any or
all of the Collateral.
 (c)
    
    As of the date of this Agreement and the Closing Date, the total number of the issued and
outstanding shares of capital stock of AJI is 24,470,400, 99.79 percent. of which are owned by
the Collateral Provider. The AJI Shares have been duly authorised and validly issued and are
fully paid and non-assessable.
 (d)
    
    As of the date of this Agreement and the Closing Date, it has no patents, trademarks, or
service marks, registered in Japan, or any patent, trademark or service mark applications,
filed with the Japan Patent Office, other than the Patents and the Trademarks, and the patent
and trademark applications listed on Schedules 2-1, 2-2 and 2-3.
 (e)
    
    A valid and perfected first priority security interest will be created in favour of the
Secured Parties securing the payment of the Secured Obligations, in the case of AJI Shares,
upon the delivery of the share certificates representing thereof to the Collateral Agent and
in the case of the Patents and Trademarks, upon the recordation of assignment thereof to the
Secured Parties.
 (f)
    
    It is a corporation duly incorporated and validly existing under the laws of the jurisdiction
of its incorporation; has the corporate power and authority to own its assets and to transact
its business, and is duly qualified under the laws of each jurisdiction in which qualification
is required.
 (g)
    
    The execution and performance by itself of this Agreement have been duly authorised by all
necessary corporate action and do not and will not (i) require any consent or approval of its
shareholders, (ii) contravene its charter or bylaws or any other constitutive documents of
itself, (iii) violate any provision of any law, rule, or regulation, or (iv) result in a
breach of or constitute a default under any indenture or loan or credit agreement or any other
agreement, lease or instrument to which it is a party or by which it or its properties may be
bound or affected.
 (h)
    
    This Agreement is the legal, valid, and binding obligation of the Collateral Provider,
enforceable in accordance with its respective terms, except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws
affecting creditors rights generally.
 (i)
    
    No authorisation or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for (i) the
creation of the security interests created hereunder or for the execution, delivery or
performance of this Agreement by the Collateral Provider, (ii) the perfection or maintenance
of any security interest created hereby (including the first priority nature of such security
interest), except for the application to the Japan Patent Office for transfer of the
Intellectual Property Collateral by way of security interest, or (iii) the exercise by the
Collateral Agent of any voting or other rights provided for in this Agreement or the remedies
in respect of any Collateral pursuant to this Agreement.
 (j)
    
    The creation of a security interest hereunder in any lease, license, contract, property
rights or agreement to which the Collateral Provider is a party or any of the Collateral
Providers rights thereunder (i) does not and will not constitute or result in the
abandonment, invalidation or unenforceability of any right, title or interest of the
Collateral Provider therein or in a breach or termination pursuant to the terms of, or a
default under, any such lease, license, contract, property rights or agreement or (ii) does
not and will not violate any law.
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(k)
    
    None of the properties listed on Scheduleshas been or is likely to be adjudged invalid or
unenforceable in whole or part and all Patents and Trademarks listed on Schedules 2-1
and2-2 and the AJI Shares are valid and enforceable.
 (l)
    
    None of the Collateral Provider and the properties listed on Schedulesis or is likely to be
subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling
restricting the use of such properties.
 (m)
    
    All information provided by the Collateral Provider to the Secured Parties through the
Collateral Agent in connection with this Agreement, including the information set out in
Schedulesis true and accurate in all material respects and comprehensive, and there is no
matter which renders or could render any of such information untrue, inaccurate or misleading
in any respect.
 (n)
    
    Under the laws of Japan, there is no requirement that the Collateral Agent or any of the
Secured Parties qualify to do business in Japan or comply with the requirement of any foreign
lender statute or to pay any Tax in order to carry out the transactions contemplated by,
receive the benefits of, or enforce the provisions of this Agreement or the other Loan
Documents or the documents provided for therein, nor will the Collateral Agent or any of the
other Secured Parties be subject to any other type of taxation in Japan solely as the result
of the performance of such transactions or the enforcement of any rights or remedies granted
under this Agreement or any of the other Loan Documents.
 (o)
    
    AJI has not adopted any internal rule (including its articles of incorporation), entered into
any agreement with any third party, or taken any action whatsoever, which may restrict the
disposition of the AJI Shares in connection with the enforcement of the pledge created
hereunder.
 Section 6. Undertakings
  (a)
    
    It will warrant and defend and cause others to warrant and defend its rights, title and
interest in and to any of the Collateral for the benefit of the Secured Parties against any
claims and demands of all other Persons whomsoever.
 (b)
    
    It will continue to be the sole, legal and beneficial owner of each of the Collateral
(excluding, for the avoidance of doubt, any Collateral released under Section 18),
free and clear of any Lien, claim, option or right of others, except for the security
interests created hereunder.
 (c)
    
    It will comply and cause others to comply with all the provisions of any applicable law in
order to establish and maintain any security interest created hereunder as a valid, perfected
first priority security interest.
 (d)
    
    It will pay all reasonable costs, and all taxes and governmental charges in connection with
the preparation, execution or amendment of this Agreement and the creation and perfection of
or amendment to any security interest created hereunder (including, without limitation,
registration fees incurred in connection with the registration of any security interest
created hereunder and the recordation of any change made to any matters recorded on the patent
registry or the trademark registry and reasonable fees and expenses of the Collateral Agents
or the Secured Parties counsel relating thereto), and promptly pay or procure the payment of
all fees and taxes and all other reasonable expenses whatsoever in respect of any of the
Collateral, so that any security interest
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created hereunder shall at all times be wholly preserved at the cost of the Collateral
Provider and without expense to the Collateral Agent or any Secured Party.
 (e)
    
    Unless otherwise permitted under the Credit Agreement, it will not cause or allow any Lien,
claim, option or right of others whatsoever to be created, incurred, placed or imposed upon
any of its properties, including any Collateral.
 (f)
    
    Unless otherwise permitted under the Credit Agreement, it will not sell or otherwise dispose
of, or cause to be sold or otherwise disposed of, any of its properties, including any
Collateral, or any share or interest in any of the Collateral.
 (g)
    
    It will notify or cause to be notified the Collateral Agent forthwith if any order or notice
of provisional attachment, provisional attachment for the purpose of assuring collection of
taxes or public imposts or attachment with respect to any of its properties, including the
Collateral, is dispatched.
 (h)
    
    It will not make or cause to be made any major alteration to any of the Collateral.
 (i)
    
    Upon completion of the registration of any patent or trademark with the Japan Patent Office
in its name or upon the filing of an application for patent or trademark in its name with the
Japan Patent Office, it will promptly notify the Collateral Agent thereof in writing, and in
the case of the registration of a patent or trademark, will create a security interest in all
of the Collateral Providers rights, title and interest in and to such registered patent or
trademark in favour of the Secured Parties and perfect or cause to be perfected the security
interest so created, in such manner as the Collateral Agent determines to be necessary and
appropriate.
 (j)
    
    It will permit the Collateral Agent, its employees or Subagents (as defined in Section
12(b)) at all reasonable times and subject to at least twenty-four (24) hours prior notice
to survey and/or inspect any of the Collateral, give or cause to be given all reasonable
assistance in connection with such survey and inspection, and make or cause to be made all
such repairs as such survey or inspection shall reveal to be necessary to enable the relevant
Collateral to comply with the requirements hereof.
 (k)
    
    It will supply or cause to be supplied to the Collateral Agent, upon request by the
Collateral Agent, full information regarding any of the Collateral.
 (l)
    
    It will keep or cause to be kept proper books of account in respect of any of the Collateral,
and as and when the Collateral Agent may so require, ensure that such books are made available
for inspection by the Collateral Agent.
 (m)
    
    It will not assign any right, duty, obligation or liability hereunder.
 (n)
    
    Unless otherwise permitted under the Credit Agreement and otherwise than the issue of shares
for the purpose of or pursuant to a stock split or reverse stock split or any other means
under which it does not cause AJIs issued share capital to change under the Company Law of
Japan or for the purpose of or pursuant to and followed by a merger or consolidation permitted
under Section 7.04 of the Credit Agreement,, it will not permit AJI to issue any new Equity
Interest.
 Section 7. Further Assurances
 (a)
    
    The Collateral Provider agrees that from time to time, at the expense of the Collateral
Provider, the Collateral Provider will promptly execute and deliver, or otherwise
authenticate, all further instruments and documents, and take all further action that may be
necessary or reasonably desired, or that the Collateral Agent or the Secured Parties may
reasonably request, in order to create, perfect
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and protect any security interest created or purported to be created by the Collateral
Provider hereunder or to enable the Collateral Agent or the Secured Parties to exercise and
enforce their rights and remedies hereunder with respect to any Collateral.
 (b)
    
    The Collateral Provider will furnish to the Collateral Agent from time to time statements and
schedules further identifying and describing the Collateral and such other reports in
connection with any Collateral as the Collateral Agent may reasonably request, all in
reasonable detail.
 Section 8. Voting Rights; Dividends; Etc
 (a)
    
    So long as no Specified Default shall have occurred and be continuing:
 (i)
    
    The Collateral Provider shall be entitled to exercise any and all voting and
other consensual rights pertaining to any Equity Interests which are subject to the
security interest created hereunder for any purpose.(ii)
    
    The Collateral Provider shall be entitled to receive and retain any and all
dividends, interest and other distributions paid in respect of any Equity Interests
which are subject to the security interest created hereunder if and to the extent that
the payment thereof is not otherwise prohibited by the terms of the Loan Documents;
provided, that any and all such dividends, interest and distributions shall be
Collateral subject to any other applicable provisions of this Agreement.
 (b)
    
    Upon the occurrence and during the continuance of a Specified Default, upon notice by the
Collateral Agent:
 (i)
    All rights of the Collateral Provider (I) to exercise or refrain from
exercising the voting and other consensual rights that it would otherwise be entitled
to exercise pursuant to Section8(a)(i) shall cease and (II) to receive the
dividends, interest and other distributions that it would otherwise be authorized to
receive and retain pursuant to Section8(a)(ii) shall automatically cease, and
all such rights shall thereupon become vested in the Collateral Agent and the Secured
Parties, which shall thereupon have the sole right as against the Collateral Provider
to exercise or refrain from exercising such voting and other consensual rights and to
receive and hold as Collateral such dividends, interest and other distributions.(ii)
    All dividends, interest and other distributions that are received by the
Collateral Provider contrary to the provisions of paragraph (i)of this Section
8(b) shall be received in custody for the benefit of the Secured Parties, shall be
segregated from other funds of the Collateral Provider and shall be forthwith paid over
to the Collateral Agent as Collateral in the same form as so received (with any
necessary indorsement).
  Section 9. Intellectual Property Collateral
 (a)
    
    With respect to each item of its Intellectual Property Collateral, the Collateral Provider
agrees to take, at its expense, all necessary steps to (i) maintain the validity and
enforceability of any Intellectual Property Collateral and maintain any Intellectual Property
Collateral in full force and effect, and (ii) pursue the registration and maintenance of each
patent or trademark now or hereafter included in the Intellectual Property Collateral or each
of the patent or trademark applications listed on Schedule 2-3 or hereafter notified
to the Collateral Agent, including, without limitation, the payment of required fees and
taxes, the filing of responses to office actions issued by any
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governmental authorities, the filing of applications for renewal or extension, the payment
of maintenance fees and the participation in interference, re-examination, opposition,
cancellation, infringement and misappropriation proceedings. The Collateral Provider shall
not, without obtaining consent of the relevant Person in accordance with the Credit
Agreement, discontinue use of or otherwise abandon any Intellectual Property Collateral, or
abandon any application for a patent or trademark filed with the Japan Patent Office, unless
the loss thereof could not reasonably be expected to have a Material Adverse Effect, in
which case, the Collateral Provider will give prompt notice of any such abandonment to the
Collateral Agent.
 (b)
    
    The Collateral Provider shall take all steps which it or the Collateral Agent deems
reasonable and appropriate under the circumstances to preserve and protect each item of the
Intellectual Property Collateral, including, without limitation, maintaining the quality of
any and all products or services used or provided in connection with any of the Trademarks,
consistent with the quality of the products and services as of the date hereof, and taking all
steps necessary to ensure that all licensed users of any of the Trademarks use such consistent
standards of quality and singly or jointly with the Collateral Agent and the Secured Parties,
as the Collateral Agent instructs, defending or bringing any infringement or other proceedings
with respect to any Intellectual Property Collateral.
 Section 10. Collateral Agent Appointed Attorney-in-Fact
  (a)
    
    to ask for, demand, collect, recover, compromise, receive and give acquittance and receipts
for moneys due and to become due under or in respect of any of the Collateral; and
 (b)
    
    to receive, indorse and collect any drafts or other instruments or documents in connection
with clause (a) above.
 Section.11 Collateral Agent and the Secured Parties May Perform
 Section 14
 Section 12. The Collateral Agents Duties
 (a)
    
    The powers conferred on the Collateral Agent hereunder are solely to protect the Secured
Parties interest in the Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the exercising of reasonable care with respect to the Collateral in its
possession and the accounting for moneys actually received by it hereunder, the Collateral
Agent shall have no duty as to any Collateral, as to ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not any Secured Party has or is deemed to have knowledge of such
matters, or as to the taking of any necessary steps to preserve rights against any parties or
any other rights pertaining to any Collateral. The Collateral
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Agent shall be deemed to have exercised reasonable care in the custody and preservation of
any Collateral in its possession if it takes such action for that purpose as the Collateral
Provider reasonably requests in writing at times other than upon the occurrence and during
the continuance of any Specified Default, but failure of the Collateral Agent to comply with
any such request at any time shall not in itself be deemed a failure to exercise reasonable
care.(b)
    
    Anything contained herein to the contrary notwithstanding, the Collateral Agent may from time
to time, when the Collateral Agent deems it to be necessary, appoint one or more subagents
(each a Subagent) for the Collateral Agent hereunder with respect to all or any part of the
Collateral. In the event that the Collateral Agent so appoints any Subagent with respect to
any Collateral, (i) such Subagent shall automatically be vested, in addition to the Collateral
Agent, with all rights, powers, privileges, interests and remedies of the Collateral Agent
hereunder with respect to such Collateral, and (ii) the term Collateral Agent, when used
herein in relation to any rights, powers, privileges, interests and remedies of the Collateral
Agent with respect to such Collateral, shall include such Subagent.
 Section 13. Remedies
  (a)
    
    The Collateral Agent or the Secured Parties may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available to it, all
the rights and remedies of a Secured Party upon default under the applicable law and also may:
(i) require the Collateral Provider to, and the Collateral Provider hereby agrees that it will
at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the
Collateral as directed by the Collateral Agent and make it available to the Collateral Agent
at a place and time to be designated by the Collateral Agent that is reasonably convenient to
both parties; (ii) without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of the Collateral Agents
offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as
the Collateral Agent may deem commercially reasonable; (iii) occupy any premises owned or
leased by the Collateral Provider where the Collateral or any part thereof is assembled or
located for a reasonable period in order to effectuate its rights and remedies hereunder or
under law, without obligation to the Collateral Provider in respect of such occupation; and
(iv) exercise any and all rights and remedies of the Collateral Provider under or in
connection with the Collateral, or otherwise in respect of the Collateral. The Collateral
Provider agrees that, to the extent notice of sale shall be required by law, at least ten
days notice to such Collateral Provider of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable notification. The
Collateral Agent or the Secured Parties shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given.
 (b)
    
    Any cash held by or on behalf of the Collateral Agent or the Secured Parties and all cash
proceeds received by or on behalf of the Collateral Agent or the Secured Parties in respect of
any sale of, collection from, or other realisation upon all or any part of the Collateral may,
in the discretion of the Collateral Agent or the Secured Parties, be held by the Collateral
Agent as collateral for, and/or then or at any time thereafter applied (after payment of any
amounts payable to the Collateral Agent or the Secured Parties pursuant to Section
14) in whole or in part by the Collateral Agent for the rateable benefit of the Secured
Parties against, all or any part of the Secured Obligations, in the manner set forth under
Section 8.03 of the Credit Agreement. Any surplus of such cash or cash proceeds held by or on
the behalf of the Collateral Agent or the Secured Parties and remaining after payment in full
of all the Secured Obligations shall be paid over to the Collateral Provider or to whomsoever
may be lawfully entitled to receive such surplus.
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(c)
    
    All payments received by the Collateral Provider in respect of the Collateral shall be
received in custody for the benefit of the Secured Parties, shall be segregated from other
funds of the Collateral Provider and shall be forthwith paid over to the Collateral Agent in
the same form as so received (with any necessary indorsement).
 Section 14. Indemnity and Expenses
 (a)
    
    The Collateral Provider agrees to indemnify, defend and save and hold harmless each
Secured Party and each of their Affiliates and their respective officers, directors,
employees, agents and advisors (each, an Indemnified Party) from and against, and shall pay
on demand, any and all claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in connection with or
resulting from this Agreement or any Collateral (including, without limitation, enforcement of
this Agreement and any breach or alleged breach of any of the representations, warranties or
covenants, or agreements made by the Collateral Provider hereunder), except to the extent such
claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Partys gross
negligence or wilful misconduct.
 (b)
    
    The Collateral Provider will upon demand pay to the Collateral Agent or the Secured Parties
the amount of any and all taxes and all reasonable expenses, including, without limitation,
the reasonable fees and expenses of its counsel and of any experts and agents, that the
Collateral Agent or the Secured Parties may incur in connection with (i) the administration
of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of,
collection from or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Collateral Agent or the Secured Parties hereunder or
(iv) the failure by the Collateral Provider to perform or observe any of the provisions
hereof.
 Section 15. Amendments; Waivers; Additional Collateral Providers; Etc.
  Section 16. Notices, Etc.
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Section 17. Continuing Security Interest; Assignments under the Credit Agreement
 clause (c)
 Section 18. Release; Termination
 (a)
    
    Upon any Disposition of any item of the Collateral in accordance with the terms of the
Loan Documents, the Secured Parties and the Collateral Agent will, at the Collateral
Providers expense, execute and deliver to the Collateral Provider (without recourse or
representation or warranty) such documents as the Collateral Provider shall reasonably request
to evidence the release of such item of the Collateral from the security interests created
hereby; provided, that (i) at the time of such request and such release no Specified
Default shall have occurred and be continuing, (ii) the Collateral Provider shall have
delivered to the Collateral Agent, at least five Business Days prior to the date of the
proposed release, a written request for release describing the item of the Collateral and the
terms of the sale, lease, transfer or other disposition in reasonable detail, including,
without limitation, the price thereof and any expenses in connection therewith, together with
a form of release for execution by the Secured Parties and the Collateral Agent and a
certificate of the Collateral Provider to the effect that the transaction is in compliance
with the Loan Documents and as to such other matters as the Collateral Agent or the Secured
Parties may reasonably request and (iii) the proceeds of any such sale, lease, transfer or
other disposition required to be applied, or any payment to be made in connection therewith,
in accordance with Section 8.03 of the Credit Agreement shall, to the extent so required, be
paid or made to, or in accordance with the instructions of, the Administrative Agent when and
as required under Section 8.03 of the Credit Agreement.
 (b)
    
    Upon the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the
Maturity Date and (iii) the termination or expiration of all Commitments and all Letters of
Credit, the security interests created hereby shall terminate and all rights to the Collateral
shall revert to the Collateral Provider. Upon any such termination, the Secured Parties and
Collateral Agent will, at the Collateral Providers expense, execute and deliver to the
Collateral Provider (without recourse or representation or warranty) such documents as the
Collateral Provider shall reasonably request to evidence such termination.
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Section 19. Execution in Counterparts
  Section 20. Governing Law and Jurisdiction
  This Agreement has been entered into as of the date stated at the beginning of this Agreement.
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TAIWANESE PATENT SECURITY AGREEMENT
 Agreement Grantor Company   Taiwan Collateral Agent
  Credit Agreement AJI ASI Borrowers
    Certain Definitions




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Agreement preamble
 AJI first recital
 ASI first recital
 Borrowers first recital
 Company first recital
 Credit Agreement first recital
 Grantor preamble
 Intellectual Property Office
 Patents Section 2
 Patent Collateral Section 2
 Secured Obligations Section 3
 Taiwan Collateral Agent preamble
 Termination Date
 Other Definitions
 Grant of Security Interest Patent Collateral




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Schedule I Patents
   Security for Obligations Secured Obligations
 Perfection of Security
 Representations and Warranties




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Schedule I




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Schedule I
 Covenants




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Further Assurances
   Foreclosure
 Waiver, etc




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Release of Liens clause (i) clause
(ii)
 Taiwan Collateral Agent May Perform
 Taiwan Collateral Agents Duties
 Assignments by Secured Parties




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Amendments
 Loan Document
 Governing Law And Entire Agreement THIS AGREEMENT WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE REPUBLIC OF CHINA
 Jurisdiction
 Counterparts




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Governing Language




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ASYST TECHNOLOGIES INC.By:Name:Title:




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____________________________________

as Taiwan Collateral AgentBy:Name:Title:




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TAIWANESE TRADEMARK SECURITY AGREEMENT
 Agreement Grantor Company  Taiwan Collateral Agent
  Credit Agreement AJI ASI Borrowers
    Certain Definitions
  Agreement preamble
 AJI first recital
 ASI first recital
 Borrowers first recital
 Company first recital
 Credit Agreement first recital




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Grantor preamble
 Intellectual Property Office
 Secured Obligations Section 3
 Taiwan Collateral Agent preamble
 Termination Date
 Trademarks Section 2
 Trademark Collateral Section 2
 Other Definitions
 Grant of Security Interest Trademark Collateral
 Schedule I
 clause (a)
  Security for Obligations Secured Obligations




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Perfection of Security
 Representations and Warranties
     Schedule I




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Schedule I
 Covenants




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Further Assurances
   Foreclosure
 Waiver, etc.
 Release of Liens clause (i) clause (ii)
 Taiwan Collateral Agent May Perform
 Taiwan Collateral Agents Duties




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Assignments by Secured Parties
 Amendments
 Loan Document
 Governing Law And Entire Agreement THIS AGREEMENT WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE REPUBLIC OF CHINA
 Jurisdiction
 Counterparts




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ASYST TECHNOLOGIES INC.By:Name:Title:




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as Taiwan Collateral AgentBy:Name:Title:




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TAIWANESE ACCOUNTS PLEDGE AGREEMENT
 Agreement Pledgor  Taiwan
Collateral Agent Section 1
  Credit Agreement AJI ASI Borrowers
 Taiwan Collateral Agent
   INTERPRETATION
 1.1
    
    Definitions and Construction. In this Agreement, unless the context requires
otherwise:Account Banks means the banks with which the Pledged Accounts have been
established.Pledged Accounts means the deposit accounts of the Pledgor described in the
Schedule I and all sums now or hereafter deposited in such accounts and all additions to or
renewals or replacements thereof (in whatever currency) and all interest or other sums which
may accrue from time to time thereon.Secured Obligations is defined in Section 2.2.Termination Date means the date on which all Secured Obligations have been paid in
full in cash, all Letters of Credit have been terminated or expired (or been Cash




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Collateralized), all Secured Hedge Agreements have been terminated and all Commitments shall
have terminated.
 1.2
    
    Terms Defined in the Credit Agreement. Terms for which meanings are provided in the
Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used
in this Agreement with such meanings.
 PLEDGE
 2.1
    
    Pledge. The Pledgor hereby pledges to the Taiwan Collateral Agent, as joint and
several creditors under Article 283 of the Civil Code of the Republic of China, for its
benefit and the ratable benefit of each other Secured Party, each of the Pledged Accounts and
all its right, title, interest and benefit therein and thereto as a continuing security for
the due and punctual payment of the Secured Obligations.2.2
    
    Security for Obligations. This Agreement secures all Obligations of Foreign
Obligors, including but not limited to principal, interest, default interest, default
penalties, fees, expenses, disbursements, compensation, expenses for acquiring enforcement
titles, expenses for compulsory execution and participating in distribution of enforcement
proceeds (including but not limited to the commitment fees, arrangement fees, agency fees,
operation fees, insurance premiums advanced by the Taiwan Collateral Agent or any other
Secured Party, warehouse rent, moving expenses, and other expenses) and all damages and other
amounts resulting from the non performance of Obligations of the Pledgor (collectively the
Secured Obligations).2.3
    
    Perfection of Pledge. The Pledgor shall, upon the execution of this Agreement,
deliver to the Taiwan Collateral Agent the passbook with respect to each of the Pledged
Accounts and issue a notice of pledge (Notice of Pledge) in the form set out in
Appendix 1 to each relevant Account Bank with which a Pledged Account is established.2.4
    
    Continuing Pledge. The Pledgor shall, by the close of business hours of the last
banking day of each week, provide each Account Bank with a notice of continuing pledge in the
form set forth in Appendix 2 (the Notice of Continuing Pledge) that the then current
credit balance of each of the Pledged Accounts is secured by and subject to the security
interest created under this Agreement. The Pledgor hereby appoints theTaiwan Collateral
Agent to be its authorized agent for the purpose of executing in the Pledgors name and on the
Pledgors behalf the Notice of Continuing Pledge in favor of theTaiwan Collateral Agent for
the benefit of the Secured Parties in respect of the Pledged Accounts held with the Accounts
Banks, in accordance with this Agreement.2.5
    
    Discharge. Upon the occurrence of the
Termination Date, the Taiwan Collateral Agent
will, at the Pledgors sole expense, release
without any representations, warranties or
recourse of any kind whatsoever, all Pledged
Accounts, and execute and deliver to the Pledgor
such documents as the Pledgor shall reasonably
request to evidence such termination.




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3.
    
    REPRESENTATIONS AND WARRANTIES3.1
    
    The Pledgor represents and warrants as set forth below:
     Schedule I
   Taiwan Collateral Agent




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4.
    
    UNDERTAKINGS4.1
    
    Notice Continuing Pledge. The procedure set out in Clause 2.3 of this Agreement to
issue Notice of Continuing Pledge to the Account Banks shall be strictly followed.4.2
    
    Preservation of Security. Until the occurrence of the Termination Date, the Pledgor
shall:




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5.
    
    FORECLOSUREIf an Event of Default has occurred and is continuing, the Taiwan Collateral Agent may
foreclose all or any part of the Pledged Accounts and apply the proceeds of any such
foreclosure in accordance with Section 8.03 of the Credit Agreement.
 6.
    
    FURTHER ASSURANCES.6.1
    
    The Pledgor agrees that from time to time, at the expense of the Pledgor, the Pledgor will
promptly execute and deliver, or otherwise authenticate, all further instruments and
documents, and take all further action that may be necessary or reasonably desired, or that
the Taiwan Collateral Agent may reasonably request, in order to perfect and protect any
security interest created or purported to be created by the Pledgor hereunder or to enable the
Taiwan Collateral Agent to exercise and enforce its rights and remedies hereunder with respect
to any Pledged Account.




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6.2
    
    The Pledgor will furnish to the Taiwan Collateral Agent from time to time statements and
schedules further identifying and describing the Pledged Accounts and such other reports in
connection with any Pledged Account as the Taiwan Collateral Agent may reasonably request, all
in reasonable detail.7.
    
    WAIVER, etc.The Pledgor hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to any of the Obligations, this Agreement and any requirement that any Secured
Party protect, secure, perfect or insure any Lien, or any property subject thereto, or
exhaust any right or take any action against any Loan Party or any other Person (including
any other collateral provider) or entity or any Collateral securing the Obligations, as the
case may be.8.
    
    TAIWAN COLLATERAL AGENT MAY PERFORM.If the Pledgor fails to perform any agreement contained herein, the Taiwan Collateral Agent
may, as the Taiwan Collateral Agent deems necessary to protect any security interest created
hereunder in any of the Pledged Accounts or to protect the value thereof, but without any
obligation to do so and without notice, itself perform, or cause performance of, such
agreement, and the expenses of the Taiwan Collateral Agent incurred in connection therewith
shall be payable by the Pledgor.9.
    
    TAIWAN COLLATERAL AGENTS DUTIES.The powers conferred on the Taiwan Collateral Agent hereunder are solely to protect the
Secured Parties interest in the Pledged Accounts and shall not impose any duty upon it to
exercise any such powers. Except for exercising reasonable care for any of the Pledged
Accounts in its possession and the accounting for moneys actually received by it hereunder,
the Taiwan Collateral Agent shall have no duty as to any of the Pledged Accounts, or as to
the taking of any necessary steps to preserve rights against any parties or any other rights
pertaining to any of the Pledged Accounts. The Taiwan Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any of the Pledged
Accounts in its possession if it takes such action for that purpose as the Pledgor
reasonably requests in writing at times other than upon the occurrence and during the
continuance of any Event of Default, but failure of the Taiwan Collateral Agent to comply
with any such request at any time shall not in itself be deemed a failure to exercise
reasonable care.10.
    
    ASSIGNMENTS BY SECURED PARTIES.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns; provided that the Pledgor may not
assign or transfer its rights or obligations hereunder without the consent of the Taiwan
Collateral Agent. Any Secured Party may assign or otherwise transfer all or any portion of
its rights and obligations under the Credit Agreement (including, without limitation, all or
any portion of its Commitment, the Loans owing to it and the Note or Notes, if any, held by
it) and other Loan Documents to any other Person, and such other Person shall




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thereupon become vested with all the benefits in respect thereof granted to such Secured
Party herein or otherwise, in each case as provided in Section 10.06 of the Credit
Agreement.11.
    
    AMENDMENTS.No amendment or waiver of any provision of this Agreement, and no consent to the departure
by the Pledgor herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Taiwan Collateral Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No
failure on the part of the Taiwan Collateral Agent or any other Secured Party to exercise,
and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.12.
    
    LOAN DOCUMENT.This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof, including Article X thereof.13.
    
    GOVERNING LAW AND ENTIRE AGREEMENT.THIS AGREEMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE
REPUBLIC OF CHINA.This Agreement and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof and thereof
and supersede any prior agreements, written or oral, with respect thereto.14.
    
    JURISDICTION.The Pledgor agrees that any legal action or proceeding arising out of or relating to this
Agreement may be brought in the Taipei District Court, Taipei, Taiwan, and hereby
irrevocably submits to the non-exclusive jurisdiction of such court.15.
    
    COUNTERPARTS.This Agreement may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together but one and the
same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile shall be effective as delivery of a manually executed counterpart of this
Agreement.




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ASYST TECHNOLOGIES (TAIWAN), LTD.By:Name:Title:




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as Taiwan Collateral Agent By:Name:Title:




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Appendix 1
 NOTICE OF PLEDGE
 
   
 
  Asyst Technologies, (Taiwan) Ltd. By:Name:Title: By:Name:Title:




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By:Name:Title:




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Appendix 2
 NOTICE OF CONTINUING PLEDGE
 
   
 
  
 By:Name:Title: By:Name:Title:




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TAIWANESE ACCOUNTS PLEDGE AGREEMENT
 Agreement Pledgor Taiwan
Collateral Agent Section 1
  Credit Agreement AJI ASI Borrowers
    1.
    
    INTERPRETATION1.1
    
    Definitions and Construction. In this Agreement, unless the context requires
otherwise:Account Banks means the banks with which the Pledged Accounts have been
established.Pledged Accounts means the deposit accounts of the Pledgor described in the
Schedule I and all sums now or hereafter deposited in such accounts and all additions to or
renewals or replacements thereof (in whatever currency) and all interest or other sums which
may accrue from time to time thereon.Secured Obligations is defined in Section 2.2.Termination Date means the date on which all Secured Obligations have been paid in
full in cash, all Letters of Credit have been terminated or expired (or been Cash




---



##### 



Collateralized), all Secured Hedge Agreements have been terminated and all Commitments shall
have terminated.1.2
    
    Terms Defined in the Credit Agreement. Terms for which meanings are provided in the
Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used
in this Agreement with such meanings.
 2.
    
    PLEDGE2.1
    
    Pledge. The Pledgor hereby pledges to the Taiwan Collateral Agent, as joint and
several creditors under Article 283 of the Civil Code of the Republic of China, for its
benefit and the ratable benefit of each other Secured Party, each of the Pledged Accounts and
all its right, title, interest and benefit therein and thereto as a continuing security for
the due and punctual payment of the Secured Obligations.2.2
    
    Security for Obligations. This Agreement secures all Obligations of Foreign
Obligors, including but not limited to principal, interest, default interest, default
penalties, fees, expenses, disbursements, compensation, expenses for acquiring enforcement
titles, expenses for compulsory execution and participating in distribution of enforcement
proceeds (including but not limited to the commitment fees, arrangement fees, agency fees,
operation fees, insurance premiums advanced by the Taiwan Collateral Agent or any other
Secured Party, warehouse rent, moving expenses, and other expenses) and all damages and other
amounts resulting from the non performance of Obligations of the Pledgor (collectively the
Secured Obligations).2.3
    
    Perfection of Pledge. The Pledgor shall, upon the execution of this Agreement,
deliver to the Taiwan Collateral Agent the passbook with respect to each of the Pledged
Accounts and issue a notice of pledge (Notice of Pledge) in the form set out in
Appendix 1 to each relevant Account Bank with which a Pledged Account is established.2.4
    
    Continuing Pledge. The Pledgor shall, by the close of business hours of the last
banking day of each week, provide each Account Bank with a notice of continuing pledge in the
form set forth in Appendix 2 (the Notice of Continuing Pledge) that the then current
credit balance of each of the Pledged Accounts is secured by and subject to the security
interest created under this Agreement. The Pledgor hereby appoints the Taiwan Collateral
Agent to be its authorized agent for the purpose of executing in the Pledgors name and on the
Pledgors behalf the Notice of Continuing Pledge in favor of the Taiwan Collateral Agent for
the benefit of the Secured Parties in respect of the Pledged Accounts held with the Accounts
Banks, in accordance with this Agreement.2.5
    
    Discharge. Upon the occurrence of the Termination Date, the Taiwan Collateral Agent
will, at the Pledgors sole expense, release without any representations, warranties or
recourse of any kind whatsoever, all Pledged Accounts, and execute and deliver to the Pledgor
such documents as the Pledgor shall reasonably request to evidence such termination.




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3.
    
    REPRESENTATIONS AND WARRANTIES3.1
    
    The Pledgor represents and warrants as set forth below:
     Schedule I




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4.
    
    UNDERTAKINGS4.1
    
    Notice Continuing Pledge. The procedure set out in Clause 2.3 of this Agreement to
issue Notice of Continuing Pledge to the Account Banks shall be strictly followed.4.2
    
    Preservation of Security. Until the occurrence of the Termination Date, the Pledgor
shall:




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5.
    
    FORECLOSUREIf an Event of Default has occurred and is continuing, the Taiwan Collateral Agent may
foreclose all or any part of the Pledged Accounts and apply the proceeds of any such
foreclosure in accordance with Section 8.03 of the Credit Agreement.6.
    
    FURTHER ASSURANCES.6.1
    
    The Pledgor agrees that from time to time, at the expense of the Pledgor, the Pledgor will
promptly execute and deliver, or otherwise authenticate, all further instruments and
documents, and take all further action that may be necessary or reasonably desired, or that
the Taiwan Collateral Agent may reasonably request, in order to perfect and protect any
security interest created or purported to be created by the Pledgor hereunder or to enable the
Taiwan Collateral Agent to exercise and enforce its rights and remedies hereunder with respect
to any Pledged Account.




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6.2
    
    The Pledgor will furnish to the Taiwan Collateral Agent from time to time statements and
schedules further identifying and describing the Pledged Accounts and such other reports in
connection with any Pledged Account as the Taiwan Collateral Agent may reasonably request, all
in reasonable detail.7.
    
    WAIVER, etc.The Pledgor hereby waives promptness, diligence, notice of acceptance and any other notice
with respect to any of the Obligations, this Agreement and any requirement that any Secured
Party protect, secure, perfect or insure any Lien, or any property subject thereto, or
exhaust any right or take any action against any Loan Party or any other Person (including
any other collateral provider) or entity or any Collateral securing the Obligations, as the
case may be.8.
    
    TAIWAN COLLATERAL AGENT MAY PERFORM.If the Pledgor fails to perform any agreement contained herein, the Taiwan Collateral Agent
may, as the Taiwan Collateral Agent deems necessary to protect any security interest created
hereunder in any of the Pledged Accounts or to protect the value thereof, but without any
obligation to do so and without notice, itself perform, or cause performance of, such
agreement, and the expenses of the Taiwan Collateral Agent incurred in connection therewith
shall be payable by the Pledgor.9.
    
    TAIWAN COLLATERAL AGENTS DUTIES.The powers conferred on the Taiwan Collateral Agent hereunder are solely to protect the
Secured Parties interest in the Pledged Accounts and shall not impose any duty upon it to
exercise any such powers. Except for exercising reasonable care for any of the Pledged
Accounts in its possession and the accounting for moneys actually received by it hereunder,
the Taiwan Collateral Agent shall have no duty as to any of the Pledged Accounts, or as to
the taking of any necessary steps to preserve rights against any parties or any other rights
pertaining to any of the Pledged Accounts. The Taiwan Collateral Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any of the Pledged
Accounts in its possession if it takes such action for that purpose as the Pledgor
reasonably requests in writing at times other than upon the occurrence and during the
continuance of any Event of Default, but failure of the Taiwan Collateral Agent to comply
with any such request at any time shall not in itself be deemed a failure to exercise
reasonable care.10.
    
    ASSIGNMENTS BY SECURED PARTIES.This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns; provided that the Pledgor may not
assign or transfer its rights or obligations hereunder without the consent of the Taiwan
Collateral Agent. Any Secured Party may assign or otherwise transfer all or any portion of
its rights and obligations under the Credit Agreement (including, without limitation, all or
any portion of its Commitment, the Loans owing to it and the Note or Notes, if any, held by
it) and other Loan Documents to any other Person, and such other Person shall




---



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thereupon become vested with all the benefits in respect thereof granted to such Secured
Party herein or otherwise, in each case as provided in Section 10.06 of the Credit
Agreement.
 11.
    
    AMENDMENTS.No amendment or waiver of any provision of this Agreement, and no consent to the departure
by the Pledgor herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Taiwan Collateral Agent, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No
failure on the part of the Taiwan Collateral Agent or any other Secured Party to exercise,
and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.12.
    
    LOAN DOCUMENT.This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall
(unless otherwise expressly indicated herein) be construed, administered and applied in
accordance with the terms and provisions thereof, including Article X thereof.13.
    
    GOVERNING LAW AND ENTIRE AGREEMENT.THIS AGREEMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE
REPUBLIC OF CHINA.This Agreement and the other Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter hereof and thereof
and supersede any prior agreements, written or oral, with respect thereto.14.
    
    JURISDICTION.The Pledgor agrees that any legal action or proceeding arising out of or relating to this
Agreement may be brought in the Taipei District Court, Taipei, Taiwan, and hereby
irrevocably submits to the non-exclusive jurisdiction of such court.15.
    
    COUNTERPARTS.This Agreement may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together but one and the
same agreement. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile shall be effective as delivery of a manually executed counterpart of this
Agreement.




---



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---



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ASYST SHINKO TAIWAN INC.By:Name:Title:




---



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as Taiwan Collateral AgentBy:Name:Title:




---



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Appendix 1
 NOTICE OF PLEDGE
 
    
 
  Asyst Shinko Taiwan, Inc.By:Name:Title: By:Name:Title:




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By:Name:Title:




---



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Appendix 2
 NOTICE OF CONTINUING PLEDGE
 
   
 
 
 Asyst Shinko Taiwan, Inc.By:Name:Title: By:Name:Title:




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Exhibit A
 Form of Deed of Assignment
   
     Address:
    
    [                    ]Name:
    
    Asyst Technologies, Inc.Dated this day of , 2007
 Signed*
 
 *
    
    Spelling of signatorys name should be typed under Signature. 19




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Address:
    
    [                    ]Name:
    
    Asyst Technologies, Inc.Dated this day of , 2007
 Signed*:
 
 *
    
    Spelling of signatorys name should be typed under Signature. 20




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ASYST TECHNOLOGIES, INC.ByBy:Title:




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[address]
    
    KEYBANKNATIONAL ASSOCIATIONas the 
Collateral Agent and a Secured PartyByBy:Title:




---



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[address]
    
    [Name of the Secured Party] as a Secured PartyByBy:Title:




---



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EXHIBIT H
 FORM OF DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT
 
 To:
    
    KeyBank National Association, as Administrative Agent
Ladies and Gentlemen:
 Section 2.14 Agreement Company AJI ASI Borrowers
 Designated Borrower
 Section 2.14
 Complete if the Designated Borrower is a Domestic Subsidiary
 Complete if the Designated Borrower is a Foreign Subsidiary
 Identification Number
    
    Jurisdiction of Organization
  H-1

FORM OF DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT




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Section 2.14
   IN WITNESS WHEREOF
 [DESIGNATED BORROWER]By:Name:Title:ASYST TECHNOLOGIES, INC.By:Name:Title:
 H-2 


FORM OF DESIGNATED BORROWER
REQUEST AND ASSUMPTION AGREEMENT




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EXHIBIT I
 FORM OF DESIGNATED BORROWER NOTICE
 
 To:
    
    Asyst Technologies, Inc.
The Lenders party to the Credit Agreement referred to below
Ladies and Gentlemen:
 Section 2.14 Agreement Company AJI ASI Borrowers
 
  
 By:Name:Title:
 I-3
FORM OF DESIGNATED BORROWER NOTICE




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EXHIBIT J
 FORM OF CLOSING DATE CERTIFICATE
 
   Agreement Company AJI ASI Borrowers
 
 Payment of Outstanding Indebtedness, etc Section 7.02 Annex I
 Financial Information, etc Annex II
 Insurance Annex III
 J-1
FORM OF CLOSING DATE CERTIFICATE




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Closing Fees, Expenses, etc.
 Material Adverse Effect
 Closing Conditions
 J-2

FORM OF CLOSING DATE CERTIFICATE




---



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,
 ASYST TECHNOLOGIES, INC.By:Name:Title:ASYST JAPAN, INC.By:Name:Title:ASYST SHINKO, INC.By:Name:Title:ASYST TECHNOLOGIES TAIWAN LTD.By:Name:Title:ASYST SHINKO TAIWAN, INC.By:Name:Title:
 J-3FORM OF CLOSING DATE CERTIFICATE




---



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ASYST SHINKO AMERICA, INC.By:Name:Title:
 J-4FORM OF CLOSING DATE CERTIFICATE




---



##### 



UCC TERMINATION STATEMENTS, PAYOFF LETTERS, ETC.
 J-5FORM OF CLOSING DATE CERTIFICATE




---



##### 



ANNEX II TO CLOSING DATE CERTIFICATE
 FINANCIAL INFORMATION
 J-6




---



##### 



ANNEX III TO CLOSING DATE CERTIFICATE
 INSURANCE
 J-7FORM OF CLOSING DATE CERTIFICATE




---



##### 



EXHIBIT K
 FORM OF SOLVENCY CERTIFICATE
 
   Agreement Company AJI ASI Borrowers
 Chief Financial Officer
   pro forma
 K-1
FORM OF SOLVENCY CERTIFICATE




---



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ASYST TECHNOLOGIES, INC.By:Name:Title:ASYST JAPAN, INC.By:Name:Title:ASYST SHINKO, INC.By:Name:Title:ASYST TECHNOLOGIES TAIWAN LTD.By:Name:Title:ASYST SHINKO TAIWAN, INC.By:Name:Title:
 K-2FORM OF SOLVENCY CERTIFICATE




---



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ASYST SHINKO AMERICA, INC.By:Name:Title:
 K-3FORM OF SOLVENCY CERTIFICATE