THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT

Exhibit 10.45

EXECUTION VERSION

THIRD AMENDMENT AND WAIVER
TO CREDIT AGREEMENT

     THIS THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of December 29, 2006 (this " Amendment "), to the Existing Credit Agreement (such capitalized term and other capitalized 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) is made by ASYST TECHNOLOGIES, INC., a California corporation, ASYST JAPAN, INC., a Japanese corporation, ASYST SHINKO, INC., a Japanese corporation (collectively, the " Borrowers "), and the Lenders party hereto.

W I T N E S S E T H :

     WHEREAS, the Borrowers, the Lenders and Bank of America, N.A., as Administrative Agent, are all parties to the Credit Agreement, dated as of June 22, 2006 (as amended or otherwise modified prior to the date hereof, the " Existing Credit Agreement ", and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the " Credit Agreement "); and

     WHEREAS, the Borrowers have requested that the Lenders amend certain provisions of the Existing Credit Agreement and waive certain other provisions of the Existing Credit Agreement, and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth, to the amendments and waivers set forth below;

     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.1. Certain Definitions . The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

     " Amendment " is defined in the preamble .

     " Amendment Effective Date " is defined in Article IV .

     " 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 Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

     Subject to the occurrence of the Amendment Effective Date, the provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with this Article II .

     SECTION 2.1. Amendments to Section 1.01 . Section 1.01 of the Existing Credit Agreement is hereby amended by amending the definition of "Consolidated Fixed Charge Coverage Ratio" in its entirety to read as follows:

     " Consolidated Fixed Charge Coverage Ratio " means, at any date of determination, the ratio of (a) (i) Consolidated EBITDA, less (ii) the aggregate amount of all Capital Expenditures, and less (iii) the aggregate amount of Federal, state, local and foreign income taxes paid in cash (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) to (b) the sum of (i) Consolidated Interest Charges and (ii) the aggregate principal amount of all regularly scheduled principal payments, current maturities of borrowed money and redemptions or similar acquisitions for value of outstanding debt for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 , in each case, of or by the Company and its Subsidiaries for the most recently completed Measurement Period.

     SECTION 2.2. Amendments to Section 7.11 . Section 7.11 of the Existing Credit Agreement is hereby amended by amending clause (c) thereof in its entirety to read as follows:

     (c) Consolidated Fixed Charge Coverage Ratio . Permit the Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal quarter of the Company to be less than the ratio set forth below opposite such fiscal quarter:

2

     SECTION 2.3. Compliance Certificate . The Compliance Certificate is hereby amended in its entirety to read as set forth in Exhibit A .

ARTICLE III

WAIVERS

     Subject to the occurrence of the Amendment Effective Date, the Lenders hereby waive:

          (a) Until January 15, 2007, compliance by ASI with the requirement to deliver certificated Equity Interests of Asyst Shinko Taiwan, Inc. (" ASTI ") to the Administrative Agent, together with related legal opinions and resolutions of the board of directors or other managing body of ASI or other satisfactory evidence of authorization (including board minutes) by such managing body, in each case pursuant to clauses (a)(iii) and (v) of Section 6.13 of the Credit Agreement and corresponding provisions of the other Loan Documents.

          (b) Until January 31, 2007, compliance by ASTI with the requirement to execute and deliver a guaranty or guaranty supplement under which ASTI will guarantee the obligations of the Loan Parties under the Loan Documents, together with related Organization Documents, resolutions of the board of directors or other managing body of ASI or other satisfactory evidence of authorization (including board minutes) by such managing body, certificates and legal opinions, in each case pursuant to Section 6.13 of the Credit Agreement and clause (a) of Article III of the Second Amendment and Waiver to Credit Agreement, dated as of November 13, 2006, among ATI, AJI and the Lenders party thereto. Each Borrower agrees that it shall be an immediate and automatic Event of Default if the Borrowers fail to satisfy the foregoing requirements within the time frame and under the terms and conditions provided for therein.

3

ARTICLE IV

CONDITIONS TO EFFECTIVENESS

     This Amendment shall become effective on the date first written above (the " Amendment Effective Date ") following receipt by the Administrative Agent of (a) counterparts hereof executed on behalf of the Borrowers and the requisite Lenders and (b) a non-refundable fee in an amount equal to $15,000 for each Lender party hereto, for the account of each such Lender.

ARTICLE V

MISCELLANEOUS

     SECTION 5.1. Cross-References . References in this Amendment to any Article or Section are, unless otherwise specified, to such Article or Section of this Amendment.

     SECTION 5.2. Loan Document Pursuant to Existing Credit Agreement . This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article X thereof.

     SECTION 5.3. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     SECTION 5.4. Counterparts . This Amendment may be executed by the parties hereto in several counterparts, each of which when executed and delivered shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counter