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Exhibit 10.45
 EXECUTION VERSION
 
 Amendment Article I Borrowers
 W I T N E S S E T H
 Existing Credit Agreement Credit Agreement
     Certain Definitions
 Amendment preamble
 Amendment Effective Date Article IV
 Borrowers preamble
 Credit Agreement first recital




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Existing Credit Agreement first recital
 Other Definitions
   Article II
 Amendments to Section 1.01
 Consolidated Fixed Charge Coverage Ratio Section 7.02
 Amendments to Section 7.11
 Consolidated Fixed Charge Coverage Ratio
 2




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MinimumConsolidatedFixed ChargeFour Fiscal Quarters Ending
    
    Coverage RatioClosing Date through March 31, 2007
    
    
    2.00:1April 1, 2007
    
    
    2.50:1and each fiscal quarter thereafter
 Compliance Certificate Exhibit A
    ASTI
  3




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Amendment
Effective Date
   Cross-References
 Loan Document Pursuant to Existing Credit Agreement
 Successors and Assigns
 Counterparts
 Governing Law THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 Full Force and Effect; Limited Amendment and Waiver
 4




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Representations and Warranties
 5




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ASYST TECHNOLOGIES, INC.By:
    /s/ Stephen S. SchwartzName:Title: ASYST JAPAN, INC.By:
    /s/ Stephen S. SchwartzName:Title: ASYST SHINKO, INC.By:
    /s/ Stephen S. SchwartzName: Title: 6




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Acknowledged by
BANK OF AMERICA, N.A.,
as Administrative AgentBy:
    /s/ Ken PuroName:
    Ken PuroTitle:
    Vice President 
 7




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BANK OF AMERICA, N.A.,as a Lender, L/C Issuer and Swing Line LenderBy:
    
    /s/ Lee A. Merkle-RaymondName: Lee A. Merkle-RaymondTitle: Managing Director
 8




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COMERICA BANK,
as a LenderBy:
    
    /s/ Stephanie KaricName: Stephanie KaricTitle: Vice President
 9




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KEYBANK NATIONAL ASSOCIATION
as a LenderBy:
    
    /s/ Thomas A. CrandellName: Thomas A. CrandellTitle: Senior Vice President
 10




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UNION BANK OF CALIFORNIA, N.A.
as a LenderBy:
    
    /s/Allan B. MinerName: Allan B. MinerTitle: Vice President
 11




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DEVELOPMENT BANK OF JAPAN
as a LenderBy: /s/ Z. YamazakiName: Zenya YamazakiTitle: Director GeneralDepartment for International Affairs
 12




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Compliance Certificate
 13




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FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Company
 1
 [Use following paragraph 1 for fiscal year-end financial statements]
 Schedule 1 Section 6.01(a)
 [Use following paragraph 1 for fiscal quarter-end financial
statements]
 Schedule 1 Section 6.01(b)
  
 1
    
    This Certificate should be from the Chief
Executive Officer or Treasurer of the Company. 14




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[select one:]
  or
  Article V clauses (a) (b) Section 5.05 clauses (a) (b) Section 6.01
 Schedules 2 3 Schedules 2 3
 15




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IN WITNESS WHEREOF,
 ASYST TECHNOLOGIES, INC.By:Name:Title:
 16




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Statement Date
 SCHEDULE 2  TO THE COMPLIANCE CERTIFICATE  ($ IN 000S)
 I.
    
    Section 7.11(a)  Consolidated Total Leverage Ratio.A.
    
    Consolidated Funded Indebtedness at Statement Date2
    $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 income taxes for Subject Period:
    $4.
    
    
    Depreciation expenses for Subject Period:
    $5.
    
    
    Amortization expenses for Subject Period:
    $6.
    
    
    Non-cash income expense determined pursuant to FAS 123R:
    $7.
    
    
    Income Tax credits for Subject Period:
    $8.
    
    
    Consolidated EBITDA (Lines II.A.1 + 2 + 3 + 4 + 5 + 6  7):
    $C.
    
    Consolidated Total Leverage Ratio (Line I.A  ̧ Line I.B):

    to 1Maximum permitted:
 Maximum Consolidated Total LeverageFour Fiscal Quarters Ending
    
    RatioJune 30, 2006 and each fiscal
quarter thereafter
    
    
    3.50
 II.
    
    Section 7.11 (b)  Consolidated Senior Leverage Ratio.
 
 2
    
    Minus, solely with respect to the
determination of the Consolidated Total Leverage Ratio for the fiscal quarter
ended September 30, 2006, cash and Cash Equivalents of the Company and its
Subsidiaries on a consolidated basis in excess of $70,000,000. 17




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A.
    
    Consolidated Senior Indebtedness at Statement Date3
    
    $B.
    
    Consolidated EBITDA for Subject Period (Line I.B.8 above):
    
    $C.
    
    Consolidated Senior Leverage Ratio (Line II.A  ̧ Line II.B):
    
    to 1Maximum permitted:
 Maximum Consolidated SeniorFour Fiscal Quarters Ending
    
    Leverage RatioClosing Date through
December 30, 2006
    
    
    2.25:1December 31, 2006 and each
fiscal quarter thereafter
    
    
    2.00:1
 III.
    
    Section 7.11(c)  Consolidated Fixed Charge Coverage RatioA.
    
    Consolidated EBITDA for Subject Period (Line I.B.8 above):
    
    $B.
    
    Cash Capital Expenditures for Subject Period:
    
    $C.
    
    Federal, State, Local and Foreign Cash Income Taxes4:
    
    $D.
    
    Consolidated Interest Charges for Subject Period:
    
    $E.
    
    Scheduled Principal payments, etc. for Subject Period:
    
    $F.
    
    Consolidated Fixed Charge Coverage Ratio ([Line III.A  Line III.B  Line III.C]
 ̧ [Line III.D + Line III.E]):Minimum required:
 Minimum Consolidated Fixed ChargeFour Fiscal Quarters Ending
    
    Coverage RatioClosing Date through March
31, 2007
    
    
    2.00:1April 1, 2007 and each fiscal
quarter thereafter
    
    
    2.50:1
 
 3
    
    Minus, solely with respect
to the determination of the Consolidated Senior Leverage Ratio for the fiscal
quarter ended September 30, 2006, cash and Cash Equivalents of the Company and
its Subsidiaries on a consolidated basis in excess of $70,000,000.4
    
    Less the aggregate amount of such taxes paid
in cash by ASI in the Measurement Period ending December 31, 2006, in an
aggregate amount not to exceed $9,000,000 . 18




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IV.
    
    Section 7.11(d)  Minimum Consolidated EBITDAA.
    
    Consolidated EBITDA for the four fiscal quarter period ending
September 30, 2006
    
    $Minimum required:
    
    $
    48,500,000V.
    
    Section 7.12  Capital Expenditures.A.
    
    Capital Expenditures made during fiscal year to date:
    
    $B.
    
    Maximum permitted Capital Expenditures ($_____________):

    
    $C.
    
    Excess (deficient) for covenant compliance
(Line V.B  V.A):
    
    $
 19




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Statement Date
 SCHEDULE 3  TO THE COMPLIANCE CERTIFICATE  ($ IN 000S)
 CONSOLIDATED EBITDA  (IN ACCORDANCE WITH THE DEFINITION OF CONSOLIDATED EBITDA  AS SET FORTH IN THE AGREEMENT)
 TwelveConsolidated
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    MonthsEBITDA
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    EndedConsolidated
Net Income+ Consolidated
Interest Charges+ income taxes+ depreciation
expense+ amortization
expense+ non-cash income
expense determined
pursuant to FAS 123R- income tax credits= Consolidated EBITDA
 20