**Exhibit 10.61****AMENDMENT NUMBER TWO TO****AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT**     This Amendment Number Two to Amended and Restated Loan and Security Agreement(“Amendment”) is entered into as of November 21, 2005, by and between **COMERICA BANK**(“Bank”) and **ASYST TECHNOLOGIES, INC.**, a California corporation (“Borrower”), inlight of the following:     A. Borrower and Bank have previously entered into that certain Amended and Restated Loan andSecurity Agreement, dated as of May 15, 2004 (as amended from time to time, the “LoanAgreement”).     B. In connection with the Loan Agreement, Borrower and Bank have entered into various otheragreements (such agreements, together with the Loan Agreement, are collectively referred to hereinas the “Loan Documents”).     C. Borrower and Bank desire to amend certain terms of the Loan Agreement as provided for andon the conditions set forth in this Amendment.     **NOW, THEREFORE**, Borrower and Bank hereby amend and supplement the Loan Agreement as follows:1. **DEFINITIONS**. All initially capitalized terms used in this Amendment shall have themeanings given to them in the Loan Agreement, unless otherwise specifically defined herein.2. **AMENDMENTS**.     (a) Section 2.1(b)(i) of the Loan Agreement is hereby amended to read as follows:     (i) Subject to and upon the terms and conditions of this Agreement (1)Borrower may request Advances in an aggregate outstanding amount not toexceed the lesser of (A) the Committed Revolving Line or (B) the BorrowingBase, less any amounts outstanding under the Letter of Credit Sublimit, and(2) amounts borrowed pursuant to this Section 2.1(b) may be repaid andreborrowed at any time prior to the Revolving Maturity Date, at which timeall Advances under this Section 2.1(b) shall be immediately due and payable.Advances shall be in a minimum amount of $1,000,000 each and integralmultiples of $50,000 in excess of the amount; provided that no more thanfive LIBOR Rate Advances shall be outstanding at any time. Borrower mayprepay any Advances without penalty or premium other than LIBOR FundingLosses. Borrower shall indemnify, defend, and hold Bank harmless againstany loss, reasonable cost, or reasonable expense incurred by Bank as aresult of (a) the payment of any principal of any LIBOR Rate Advance otherthan on the last day of an Interest Period applicable thereto (including asa
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result of an Event of Default), or (b) the failure to borrow, continue orrepay any LIBOR Rate Advance on the date specified in anyPayment/Advance notice provided pursuant to subsection (ii) below(other than a default by Bank).     (b) Section 2.1(b) of the Loan Agreement is hereby amended to add a subsection (iii) to readas follows:     (iii) Letter of Credit Sublimit. Subject to the availability under theRevolving Line, and in reliance on the representations and warranties of Borrowerset forth herein, at any time and from time to time from the date hereof through theBusiness Day immediately prior to the Revolving Maturity Date, Bank shall issue forthe account of Borrower such Letters of Credit as Borrower may request by deliveringto Bank a duly executed letter of credit application on Bank’s standard form;provided, however, that the outstanding and undrawn amounts under all such Lettersof Credit (i) shall not at any time exceed the Letter of Credit Sublimit, and (ii)shall be deemed to constitute Advances for the purpose of calculating availabilityunder the Revolving Line; and provided, further, however, that the term of eachLetter of Credit shall not exceed one year but may have “evergreen” renewalprovisions. Any drawn but unreimbursed amounts under any Letters of Credit shall becharged as Advances against the Revolving Line. All Letters of Credit shall be inform and substance acceptable to Bank in its sole discretion and shall be subject tothe terms and conditions of Bank’s form application and letter of credit agreement.Borrower will pay any standard issuance and other fees that Bank notifies Borrowerit will charge for issuing and processing Letters of Credit.     (c) Section 2.1(b) of the Loan Agreement is hereby amended to add a subsection (iv) to read asfollows:     (iv) Collateralization of Obligations Extending Beyond Maturity. IfBorrower has not secured to Bank’s satisfaction its obligations with respect to anyLetters of Credit by the Revolving Maturity Date, then, effective as of such date,the balance in any deposit accounts held by Bank and the certificates of deposit ortime deposit accounts issued by Bank in Borrower’s name (and any interest paidthereon or proceeds thereof, including any amounts payable upon the maturity orliquidation of such certificates or accounts), shall automatically secure suchobligations to the extent of the then continuing or outstanding and undrawn Lettersof Credit. Borrower authorizes Bank to hold such balances in pledge and to declineto honor any drafts thereon or any requests by Borrower or any other Person to payor otherwise transfer any part of such balances for so long as the Letters of Creditare outstanding or continue.
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     (d) Section 9.1 of the Loan Agreement is hereby amended to add a new subsection (b) to read asfollows, and existing subsections (b) – (i) are each renumbered to (c) – (j), respectively:     (b) Demand that Borrower (i) deposit cash with Bank in an amount equal to theamount of any Letters of Credit remaining undrawn, ascollateral security for the repayment of any future drawings under such Letters ofCredit, and (ii) pay in advance all Letter of Credit fees scheduled to be paid orpayable over the remaining term of the Letters of Credit, and Borrower shallpromptly deposit and pay such amounts;     (e) The definition of “Committed Revolving Line” set forth in Exhibit A to the Loan Agreementis hereby amended to read as follows:     “Committed Revolving Line” means a credit extension of up to $40,000,000(inclusive of any amounts outstanding under the Letter of Credit Sublimit),determined as follows: the amount of the Committed Revolving Line shallequal the sum of $25,000,000 plus the positive difference, if any, of (a)$65,000,000, less (b) the aggregate funded and available Indebtedness ofBorrower’s Subsidiary Asyst Shinko, Inc.     (f) Exhibit A to the Loan Agreement is hereby amended to add thereto definitions of “Letter ofCredit” and “Letter of Credit Sublimit” as follows:“Letter of Credit” means a commercial or standby letter of credit or similarundertaking issued by Bank at Borrower’s request in accordance with Section2.1(b)(iii).“Letter of Credit Sublimit” means a sublimit for Letters of Credit under theRevolving Line not to exceed $2,000,000.     (g) Section 11 of the Loan Agreement is hereby amended to read as follows:     11. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER     11.1 This Agreement shall be governed by, and construed in accordance with, theinternal laws of the State of California, without regard to principles of conflictsof law. Each of Borrower and Bank hereby submits to the exclusive jurisdiction ofthe state and Federal courts located in the County of Santa Clara, State ofCalifornia.     11.2 JURY TRIAL WAIVER. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BYJURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES.TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
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OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, ANDFOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THEEVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY RELATED LOANDOCUMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNEDPARTIES.     11.3 JUDICIAL REFERENCE PROVISION.     (a) In the event the Jury Trial Waiver set forth in Section 11.2 is notenforceable, the parties elect to proceed under this Judicial Reference Provision.     (b) With the exception of the items specified in clause (c), below, anycontroversy, dispute or claim (each, a “Claim”) between the parties arising out ofor relating to this Agreement or other Loan Document or any other document,instrument or agreement between the undersigned parties (collectively in thisSection, the “Comerica Documents”), will be resolved by a reference proceeding inCalifornia in accordance with the provisions of Sections 638 et seq. of theCalifornia Code of Civil Procedure (“CCP”), or their successor sections, which shallconstitute the exclusive remedy for the resolution of any Claim, including whetherthe Claim is subject to the reference proceeding. Except as otherwise provided inthe Comerica Documents, venue for the reference proceeding will be in the state orfederal court in the county or district where the real property involved in theaction, if any, is located or in the state or federal court in the county ordistrict where venue is otherwise appropriate under applicable law (the “Court”).     (c) The matters that shall not be subject to a reference are the following: (i)nonjudicial foreclosure of any security interests in real or personal property, (ii)exercise of self-help remedies (including, without limitation, set-off), (iii)appointment of a receiver and (iv) temporary, provisional or ancillary remedies(including, without limitation, writs of attachment, writs of possession, temporaryrestraining orders or preliminary injunctions). This reference provision does notlimit the right of any party to exercise or oppose any of the rights and remediesdescribed in clauses (i) and (ii) or to seek or oppose from a court of competentjurisdiction any of the items described in clauses (iii) and (iv). The exercise of,or opposition to, any of those items does not waive the right of any party to areference pursuant to this reference provision as provided herein.     (d) The referee shall be a retired judge or justice selected by mutual writtenagreement of the parties. If the parties do not agree within ten (10) days of awritten request to do so by any party, then, upon request of any party, the refereeshall be selected by the Presiding Judge of the Court (or his or her
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representative). A request for appointment of a referee may be heard on an ex parteor expedited basis, and the parties agree that irreparable harm would result if exparte relief is not granted. Pursuant to CCP § 170.6, each party shall have oneperemptory challenge to the referee selected by the Presiding Judge of the Court (orhis or her representative).     (e) The parties agree that time is of the essence in conducting the referenceproceedings. Accordingly, the referee shall be requested, subject to change in thetime periods specified herein for good cause shown, to (i) set the matter for astatus and trial-setting conference within fifteen (15) days after thedate of selection of the referee, (ii) if practicable, try all issues of law or factwithin one hundred twenty (120) days after the date of the conference and (iii)report a statement of decision within twenty (20) days after the matter has beensubmitted for decision.     (f) The referee will have power to expand or limit the amount and duration ofdiscovery. The referee may set or extend discovery deadlines or cutoffs for goodcause, including a party’s failure to provide requested discovery for any reasonwhatsoever. Unless otherwise ordered based upon good cause shown, no party shall beentitled to “priority” in conducting discovery, depositions may be taken by eitherparty upon seven (7) days written notice, and all other discovery shall be respondedto within fifteen (15) days after service. All disputes relating to discovery whichcannot be resolved by the parties shall be submitted to the referee whose decisionshall be final and binding.     (g) Except as expressly set forth herein, the referee shall determine themanner in which the reference proceeding is conducted including the time and placeof hearings, the order of presentation of evidence, and all other questions thatarise with respect to the course of the reference proceeding. All proceedings andhearings conducted before the referee, except for trial, shall be conducted withouta court reporter, except that when any party so requests, a court reporter will beused at any hearing conducted before the referee, and the referee will be provided acourtesy copy of the transcript. The party making such a request shall have theobligation to arrange for and pay the court reporter. Subject to the referee’s powerto award costs to the prevailing party, the parties will equally share the cost ofthe referee and the court reporter at trial.     (h) The referee shall be required to determine all issues in accordance withexisting case law and the statutory laws of the State of California. The rules ofevidence applicable to proceedings at law in the State of California will beapplicable to the reference proceeding. The referee shall be empowered to enterequitable as well as legal relief, enter equitable orders that will be binding onthe parties and rule on any motion which would be authorized in a court proceeding,including without limitation motions for summary judgment or summary adjudication.The referee shall issue a decision at the close
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of the reference proceeding whichdisposes of all claims of the parties that are the subject of the reference.Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment oran order in the same manner as if the action had been tried by the Court and anysuch decision will be final, binding and conclusive. The parties reserve the rightto appeal from the final judgment or order or from any appealable decision or orderentered by the referee. The parties reserve the right to findings of fact,conclusions of laws, a written statement of decision, and the right to move for anew trial or a different judgment, which new trial, if granted, is also to be areference proceeding under this provision.     (i) If the enabling legislation which provides for appointment of a referee isrepealed (and no successor statute is enacted), any dispute betweenthe parties that would otherwise be determined by reference procedure will beresolved and determined by arbitration. The arbitration will be conducted by aretired judge or justice, in accordance with the California Arbitration Act §1280through §1294.2 of the CCP as amended from time to time. The limitations withrespect to discovery set forth above shall apply to any such arbitration proceeding.     (j) THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMSRESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY AJURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OFITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUALBENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANYCONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAYRELATED TO, THIS AGREEMENT OR OTHER LOAN DOCUMENTS OR THE OTHER COMERICA DOCUMENTS.3. **REPRESENTATIONS AND WARRANTIES**. Borrower hereby affirms to Bank that all of Borrower’srepresentations and warranties set forth in the Loan Agreement are true, complete and accurate inall material respects as of the date hereof (after giving effect to the waiver amendments providedherein).4. **NO DEFAULTS**. Borrower hereby affirms to Bank that no Event of Default has occurred andis continuing as of the date hereof (after giving effect to the waiver amendments provided herein).5. **CONDITION PRECEDENT**. The effectiveness of this Amendment is expressly conditioned uponthe receipt by Bank of an executed copy of this Amendment.6. **COSTS AND EXPENSES**. Borrower shall pay to Bank all of Bank’s out-of-pocket costs andexpenses (including, without limitation, the reasonable fees and expenses of its counsel, whichcounsel may include any local counsel deemed necessary, search fees, filing and
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recording fees,documentation fees, appraisal fees, travel expenses, and other fees) arising in connection with thepreparation, execution, and delivery of this Amendment and all related documents.7. **LIMITED EFFECT**. In the event of a conflict between the terms and provisions of thisAmendment and the terms and provisions of the Loan Agreement, the terms and provisions of thisAmendment shall govern. In all other respects, the Loan Agreement, as amended and supplementedhereby, shall remain in full force and effect.8. **COUNTERPARTS; EFFECTIVENESS**. This Amendment may be executed in any number ofcounterparts and by different parties on separate counterparts, each of which when so executed anddelivered shall be deemed to be an original. All such counterparts, taken together, shallconstitute but one and the same Amendment. This Amendment shall become effective upon theexecution of a counterpart of this Amendment by each of the parties hereto.     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first setforth above.         **COMERICA BANK**           By: /s/ Stephanie Karic           Title: Vice President           **ASYST TECHNOLOGIES, INC.**,