**Exhibit 10.43****EXECUTION COPY**FIRST AMENDMENT TO CREDIT AGREEMENT     THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 13, 2006 (this“Amendment”), to the Existing Credit Agreement (as defined below) is made by ASYSTTECHNOLOGIES, INC., a California corporation, and ASYST JAPAN, INC., a Japanese corporation(collectively, the “Borrowers”) and certain of the Lenders (such capitalized term and othercapitalized terms used in this preamble and the recitals below to have the meanings set forth in,or are defined by reference in, Article I below).W I T N E S S E T H:     WHEREAS, the Borrowers, the Lenders and Bank of America, N.A., as Administrative Agent, areall parties to the Credit Agreement, dated as of June 22, 2006 (as amended or otherwise modifiedprior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendmentand as the same may be further amended, supplemented, amended and restated or otherwise modifiedfrom time to time, the “Credit Agreement”); and     WHEREAS, the Borrowers have requested that the Lenders amend certain provisions of theExisting Credit Agreement and the Lenders are willing, on the terms and subject to the conditionshereinafter set forth, to modify the Existing Credit Agreement as set forth below;     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:ARTICLE IDEFINITIONS     SECTION 1.1. Certain Definitions. The following terms when used in this Amendmentshall have the following meanings (such meanings to be equally applicable to the singular andplural forms thereof):     “Amendment” is defined in the preamble.     “Amendment Effective Date” is defined in Article III.     “Borrowers” is defined in the preamble.     “Credit Agreement” is defined in the first recital.     “Existing Credit Agreement” is defined in the first recital.
 

 
     SECTION 1.2. Other Definitions. Terms for which meanings are provided in the CreditAgreement are, unless otherwise defined herein or the context otherwise requires, used in thisAmendment with such meanings.ARTICLE IIAMENDMENTS TO CREDIT AGREEMENT     Subject to the occurrence of the Amendment Effective Date, the provisions of the ExistingCredit Agreement referred to below are hereby amended in accordance with this Article II.Except as expressly so amended, the Existing Credit Agreement shall continue in full force andeffect in accordance with its terms.     SECTION 2.1. Amendments to Section 1.01. Section 1.01 of the Existing CreditAgreement is hereby amended as follows:     (a) The definition of “Applicable Rate” is hereby amended by (i) deleting the date “June30, 2006” set forth in clause (a) thereof and inserting the date “September 30, 2006” in lieuthereof and (ii) inserting the text “; providedfurther that if ConsolidatedEBITDA as of the four fiscal quarter period ended September 30, 2006 is less than $50,000,000,the Applicable Rate shall be equal to the Applicable Rate then in effect plus 0.25% (itbeing understood and agreed that, except as otherwise provided therein, any and all changes toApplicable Rate set forth in the provisos to this sentence shall be cumulative)” immediatelyfollowing the second proviso contained therein. This amendment shall be effective for alldeterminations of the Applicable Rate made on and after the Closing Date.     (b) Clause (a) of the definition of “Consolidated EBITDA” is hereby amended by deleting theword “and” immediately prior to clause (iii) of such clause (a) and inserting the text “and (iv)any non-cash income expense determined pursuant to FAS 123R” immediately following such clause.This amendment shall be effective for all calculations of Consolidated EBITDA made on and afterthe Closing Date.     (c) The definition of “Consolidated Senior Leverage Ratio” is hereby amended in itsentirety to read as follows:“Consolidated Senior Leverage Ratio” means, as of any date ofdetermination, the ratio of (a) Consolidated Senior Indebtedness as of suchdate minus, solely with respect to the determination of theConsolidated Senior Leverage Ratio for the fiscal quarter ended September30, 2006 for purposes of determining compliance with Section7.11(b), cash and Cash Equivalents of the Company and its Subsidiarieson a consolidated basis as of such date in excess of $70,000,000, to (b)Consolidated EBITDA of
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the Company and its Subsidiaries on a consolidated basis for the mostrecently completed Measurement Period;     (d) The definition of “Consolidated Total Leverage Ratio” is hereby amended in its entiretyto read as follows:“Consolidated Total Leverage Ratio” means, as of any date ofdetermination, the ratio of (a) Consolidated Funded Indebtedness as of suchdate minus, solely with respect to the determination of theConsolidated Total Leverage Ratio for the fiscal quarter ended September 30,2006 for purposes of determining compliance with Section 7.11(a),cash and Cash Equivalents of the Company and its Subsidiaries on aconsolidated basis as of such date in excess of $70,000,000, to (b)Consolidated EBITDA of the Company and its Subsidiaries on a consolidatedbasis for the most recently completed Measurement Period;     SECTION 2.2. Amendment to Section 7.11. Section 7.11 of the Existing Credit Agreementis hereby amended by inserting the following “clause (d)” immediately following clause (c) thereof:(d) Minimum Consolidated EBITDA. Permit Consolidated EBITDA as of thefour fiscal quarter period ended September 30, 2006 to be less than$48,500,000.     SECTION 2.3. Compliance Certificate. The Compliance Certificate is hereby amended inits entirety to read as set forth in Exhibit A.ARTICLE IIICONDITIONS TO EFFECTIVENESS     This Amendment shall become effective on the date (the “Amendment Effective Date”)when the Administrative Agent shall have received counterparts hereof executed on behalf of theBorrowers and the Lenders.ARTICLE IVMISCELLANEOUS     SECTION 4.1. Cross-References. References in this Amendment to any Article or Sectionare, unless otherwise specified, to such Article or Section of this Amendment.
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     SECTION 4.2. Loan Document Pursuant to Existing Credit Agreement. This Amendment is aLoan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwiseexpressly indicated therein) be construed, administered and applied in accordance with all of theterms and provisions of the Existing Credit Agreement, as amended hereby, including Article Xthereof.     SECTION 4.3. Successors and Assigns. This Amendment shall be binding upon and inureto the benefit of the parties hereto and their respective successors and assigns.     SECTION 4.4. Counterparts. This Amendment may be executed by the parties hereto inseveral counterparts, each of which when executed and delivered shall be an original and all ofwhich shall constitute together but one and the same agreement. Delivery of an executedcounterpart of a signature page to this Amendment by facsimile shall be effective as delivery of amanually executed counterpart of this Amendment.     SECTION 4.5. Governing Law. **THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.**     SECTION 4.6. Full Force and Effect; Limited Amendment. Except as expressly amendedhereby, all of the representations, warranties, terms, covenants, conditions and other provisionsof the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continueto be, and shall remain, in full force and effect in accordance with their respective terms. Theamendments set forth herein shall be limited precisely as provided for herein to the provisionsexpressly amended herein and shall not be deemed to be an amendment to, waiver of, consent to ormodification of any other term or provision of the Existing Credit Agreement or any other LoanDocument or of any transaction or further or future action on the part of any Loan Party whichwould require the consent of the Lenders under the Existing Credit Agreement or any of the LoanDocuments.     SECTION 4.7. Representations and Warranties. In order to induce the Lenders toexecute and deliver this Amendment, the Borrowers hereby represent and warrant to the Lenders, onthe Amendment Effective Date, after giving effect to this Amendment, all statements set forth inclauses (a) and (b) of Section 4.02 of the Credit Agreement are true and correct as of such date,except to the extent that any such statement expressly relates to an earlier date (in which casesuch statement was true and correct on and as of such earlier date).
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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of thedate first above written.      ASYST TECHNOLOGIES, INC.