Loan Agreement, dated as of September 25, 2003



 Exhibit 10.56 
  
 (Translation) 
  

  
 JPY18,000,000,000 
  
 LOAN AGREEMENT 
  
 FASL JAPAN LIMITED 
 as Borrower 
  
 MIZUHO CORPORATE BANK, LTD. 
 as Arranger and Agent 
  
 MIZUHO CORPORATE BANK, LTD. 
  
 THE DAI-ICHI MUTUAL INSURANCE COMPANY 
  
 SHINKIN CENTRAL BANK. 
  
 THE BANK OF YOKOHAMA, LTD 
 as Lender 
  
 September 25, 2003 
  

  
 This translation is prepared pursuant to Clause 32.11 for reference purpose only. If there is
a conflict between in any of the provision provided in this translation and that of the Japanese original, the Japanese original shall prevail. 
  
 ***Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been
filed separately with the Securities and Exchange Commission pursuant to Rule 25b-2 under the Securities Exchange Act of 1934, as amended, and the Commission’s rules and regulations promulgated under the Freedom of Information Act, pursuant to
a request for confidential treatment.*** 







  
 TABLE OF CONTENTS

  

					
	 	  	 	  	Page


	1.	  	DEFINITIONS	  	1
	2.	  	RIGHTS AND OBLIGATIONS OF LENDERS	  	6
	3.	  	USE OF PROCEEDS	  	7
	4.	  	CONDITIONS PRECEDENT FOR EFFECTIVENESS OF THIS AGREEMENT	  	7
	5.	  	CONDITIONS PRECEDENT FOR LENDING OBLIGATIONS	  	8
	6.	  	MAKING OF LOANS	  	8
	7.	  	REFUSAL TO MAKE LOANS	  	9
	8.	  	EXEMPTION OF LENDER	  	9
	9.	  	INCREASED COSTS	  	9
	10.	  	REPAYMENT OF PRINCIPAL	  	10
	11.	  	INTEREST	  	10
	12.	  	PREPAYMENT	  	10
	13.	  	DEFAULT INTEREST	  	11
	14.	  	AGENT FEE	  	12
	15.	  	EXPENSES; TAXES AND PUBLIC CHARGES	  	12
	16.	  	PERFORMANCE OF BORROWER’S OBLIGATIONS	  	12
	17.	  	DISTRIBUTION TO LENDERS	  	13
	18.	  	BORROWER’S REPRESENTATIONS AND WARRANTIES	  	15
	19.	  	BORROWER’S COVENANTS	  	17
	20.	  	RESTRICTIONS ON COLLATERAL	  	20
	21.	  	FINANCIAL RESTRICTIONS	  	21
	22.	  	ACCELERATION	  	22
	23.	  	SET-OFF; EXERCISE OF FLOATING SECURITY INTERESTS	  	24
	24.	  	ARRANGEMENTS AMONG LENDERS	  	25
	25.	  	RIGHTS AND DUTIES OF THE AGENT	  	26
	26.	  	RESIGNATION AND DISMISSAL OF THE AGENT	  	28
	27.	  	CLARIFICATION OF THE INTENTION OF THE MAJORITY LENDERS	  	29
	28.	  	AMENDMENT TO THIS AGREEMENT	  	29
	29.	  	ASSIGNMENT OF LOAN RECEIVABLES	  	30
	30.	  	COLLECTION FROM THIRD PARTY	  	31
	31.	  	TERMINATION OF THIS AGREEMENT	  	32
	32.	  	GENERAL PROVISIONS	  	32
	 	  	SCHEDULE ONE	  	 
	 	  	SCHEDULE TWO	  	 
	 	  	SCHEDULE THREE	  	 
	 	  	SCHEDULE FOUR	  	 
	 	  	SCHEDULE FIVE	  	 

  
  

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 LOAN AGREEMENT

  
 FASL JAPAN LIMITED (hereinafter referred to as the “Borrower”);
the financial institutions described in Part III of Schedule ONE (hereinafter respectively referred to as a “Lender”, and collectively referred to as “All Lenders”); and MIZUHO CORPORATE BANK, LTD, (hereinafter referred to as the
“Agent”), as of the date of September 25, 2003 enter into the following agreement (hereinafter referred to as this “Agreement”). 
  

	1.	DEFINITIONS 

  
 In this Agreement, the following terms shall have the meaning set forth below, unless it is apparent that such terms mean otherwise in the context hereof:

  

	1.1	Adjusted Tangible Assets” means all of the Borrower’s assets, determined on a consolidated basis (provided that if the Borrower does not have a balance sheet made
in consolidated basis, the stand alone balance sheet shall be applied) in accordance with the accounting standards which is generally accepted as fair and appropriate one in Japan, except (a) deferred assets, other than prepaid insurance and prepaid
taxes, (b) patents, copyright, trademarks, trade names, franchises, goodwill, and other similar intangibles and (c) unamortized debt discount and expense. 

  

	1.2	Adjusted Tangible Net Worth” means, at any date, (a) the book value (after deducting related depreciation, obsolescence, amortization, valuation, and other proper
reserves as determined in accordance with the accounting standards which is generally accepted as fair and appropriate one in Japan) at which the Adjusted Tangible Assets would be shown on a balance sheet of the Borrower at such date prepared on a
consolidated basis (provided that if the Borrower does not have a balance sheet made in consolidated basis, the stand alone balance sheet shall be applied) in accordance with the accounting standards which is generally accepted as fair and
appropriate one in Japan less (b) the amount at which the Borrower’s liabilities would be shown on such consolidated balance sheet (provided that if the Borrower does not have a balance sheet made in consolidated basis, the stand alone balance
sheet shall be applied), including as liabilities all reserves for contingencies and other potential liabilities which would be required to be shown on such balance sheet. 

  

	1.3	Affiliate” means, as to any person, any other person which, directly or indirectly, is in control of, is controlled by, or in under common control with, such person or
which owns, directly or indirectly, ten percent or more of the outstanding equity interest of such person. A person shall be deemed to control another person if the controlling person possesses, directly or indirectly, the power to direct or cause
the direction of the management and policies of the other person, whether through the ownership of voting securities, by contract, or otherwise. 

  

	1.4	“Agent Fee” means the fees that the Borrower shall pay to the Agent as separately agreed upon between the Borrower and the Agent. 

  

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	1.5	“Agent Services” means the services set forth in the provisions of this Agreement whereby the Agent was entrusted by All Lenders to perform for the benefit of All
Lenders. 

  

	1.6	“Agent’s Account” means the current deposit account (toza yokin koza) (Account No. [***]*, Account Holder: FASL JAPAN LIMITED AGENT-GUCHI) held by the Agent at Mizuho Corporate Bank, Ltd., Head Office. 

  

	1.7	“Aizu Facility” means the Borrower’s existing and after acquired real property and improvements at its Aizu manufacturing facilities and ancillary facilities
located in Aizu-Wakamtsu, Fukushima, Japan. 

  

	1.8	“Applicable Interest Rate” means the interest rate equal to the Base Rate plus the Spread. 

  

	1.9	“Assignee” means the person who receives the assignment of the Loan Receivables in accordance with Clause 29.1. 

  

	1.10	“Assignor” means the person who assigns the Loan Receivables in accordance with Clause 29.1. 

  

	1.11	“Base Rate” means the interest rate for the relevant Interest Period according to the Japanese Yen TIBOR (page 17097 of the Telerate) published by the Japanese
Bankers Association at eleven (11) o’clock A.M. or at the nearest possible time after eleven (11) o’clock A.M. of the second Business Day prior to the commencement date of each Interest Period. Provided, however, that if such interest rate
is not published for some reason, this rate shall be the interest rate (indicated as an annual rate) that is reasonably decided upon by the Agent as the offered rate applicable for a drawdown in yen for the relevant Interest Period in the Tokyo
Interbank Market as of eleven (11) o’clock A.M. of the second Business Day prior to the commencement date of each Interest Period or the nearest time prior thereto. 

  

	1.12	“Break Funding Cost” means, in cases where the principal is repaid or set off before the Due Date of the Individual Loan, and where the Reinvestment Rate falls
below the Applicable Interest Rate, the amount calculated as the principal amount with respect to which such repayment or set-off was made, multiplied by (i) the difference between the Reinvestment Rate and the Applicable Interest Rate, and (ii) the
actual number of days of the Remaining Period. “Remaining Period” means the period commencing on the day the repayment or set-off was made and ending on the Interest Payment Date coming immediately thereafter, and the
“Reinvestment Rate” means the interest rate reasonably determined by the Lenders as the interest rate to be applied on the assumption that the prepaid or off-set principal amount will be reinvested in the Tokyo Interbank Market
during the Remaining Period. The calculation method for such Break Funding Cost shall be on a per diem basis, inclusive of first day and exclusive of last day, assuming that there are 365 days per year, wherein divisions shall be done at the end of
the calculation, and fractions less than one yen shall be rounded down. 

  

	1.13	“Business Day” means any day other than those that are bank holidays in Japan. 



	*	Confidential treatment has been requested pursuant to the Confidential Treatment Request dated November 26, 2003. 

  

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	1.14	“Costs Increased Lender” means a Lender that has incurred Increased Costs. 

  

	1.15	“Debt For Borrowed Money” means, as to person, debt for borrowed money or as evidenced by notes, bonds, debentures or similar evidences of any such debt of such
person, the deferred and unpaid purchase price of any property or business (other than trade accounts payable incurred in the ordinary course of business and constituting current liabilities) and all obligation under the Lease.


  

	1.16	“Drawdown Date” means September 30, 2003. 

  

	1.17	“Due Date” means, with respect to the principal to the Loans, the Repayment Date, the interest in relation to the Loans, the Interest Payment Date and with respect
to other amounts, the date set forth as the date on which payments shall be made in accordance with this Agreement. 

  

	1.18	“Due Time” means, if any Due Dates are provided for herein, eleven (11) o’clock A.M. of such Due Date. 

  

	1.19	“Enhanced Covenant Period” means any period that the Borrower fails to maintain minimum cash balance than 1 billion yen. 

  

	1.20	“Exemption Event” means (i) an outbreak of a natural disaster or war, (ii) an interruption or difficulty in the electrical, communications or various settlement
systems, (iii) any event that occurs within the Tokyo Interbank Market that disables loans in yen, and (iv) any other event not attributable to the Lenders that results in the Majority Lenders (if it is difficult to clarify the intention of the
Majority Lenders, the Agent) determining that it is impossible to make the Loan. 

  

	1.21	“FMH” means Fujitsu Microelectronics Holding, Inc. 

  

	1.22	“Guarantee” means a guarantee made and submitted by the Guarantor to the Agent and All Lenders as of September 25, 2003, for the purpose of guaranteeing the
obligations assumed by the Borrower under this Agreement in the form of Schedule FIVE. 

  

	1.23	“Guarantor” means Fujitsu Limited. 

  

	1.24	“Increased Costs” means the increased portion (the amount reasonably calculated by such Lender) of lending expenses, in cases where the Lender’s lending
expenses under this Agreement are substantially increased (excluding any increase caused by a change in tax rates on taxable incomes of such Lender) due to, among other things, (i) any enactment or amendment of Laws and Ordinances, or any change in
the interpretation or application thereof, or (ii) establishment or increase in capital reserves. 

  

	1.25	“Individual Loan” means a loan made by a Lender respectively pursuant to this Agreement. 

  

	1.26	“Individual Loan Money” means the money lent (or to be lent) by a Lender to the Borrower as an Individual Loan, and the “Individual Loan Amount”
means the amount of the Individual Loan Money. 

  

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	1.27	“Interest Payment Date” means an interest payment date set forth in Schedule TWO, and if such corresponding day falls on a day other than a Business Day, the
following Business Day shall be the Interest Payment Date. If such following Business Day occurs in the next month, the immediately preceding Business Day shall be the Interest Payment Date. 

  

	1.28	“Interest Period” means each period set forth in Clause 11.1 in respect of the Loan. 

  

	1.29	“Inventory” means all of the Borrower’s now owned and hereafter acquired inventory, goods and merchandise, wherever located, to be furnished under any contract
of service or held for sale or lease, all returned goods, raw materials, other materials and supplies of any kind, nature or description which are or might be consumed in the Borrower’s business or used in connection with the packing, shipping,
advertising, selling or finishing of such goods, merchandise and such other personal property, and all documents of title or other documents representing them. 

  

	1.30	“Investments” means to any person, any acquisition of property by such person in exchange for cash or other property, whether in the form of an acquisition of
stock, debt, or other indebtedness or obligation, or the purchase or acquisition of any other property, or a loan, advance, capitol contribution, or subscription. 

  

	1.31	“Laws and Ordinances” means the treaties, laws, cabinet orders, ministerial ordinances, rules, announcements, judgments, decisions, arbitral awards, directives, and
policies of relevant authorities, which apply to this Agreement, the transactions pursuant hereto or the parties hereto. 

  

	1.32	“Lease” means any lease of property by the Borrower or its Subsidiary which, in accordance with the accounting standards which is generally accepted as fair and
appropriate one in Japan, should be reflected as a lease on the consolidated balance sheet of the Borrower. 

  

	1.33	“Lending Obligation” means a Lender’s obligation to make Individual Loans to the Borrower upon the condition that the requirements set forth under each item of
Clause 5 are satisfied. 

  

	1.34	“Loan Receivables” means the loan claim in relation to each Individual Loan. 

  

	1.35	“Loan(s)” means the aggregate of the Individual Loans made pursuant to this Agreement. 

  

	1.36	 “Majority Lenders” means multiple Lenders whose Participation Ratios amount to 51% or more in total as of the Intention Clarification Time
(provided, however, that, for the period after All Lenders’ Lending Obligations are extinguished, and where the repayment of all obligations pursuant to this Agreement in relation to the Loan have not been completed, the percentage shall be
that of the total principal amount of the Outstanding Individual Loan Money per each Lender to the Total Outstanding Balance as of the Intention Clarification Time). “Intention Clarification Time” means, in cases where the
Lender determines that any event requiring instructions by 



  

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the Majority Lenders has occurred, the point in time when the Agent receives notice under Clause 27.1(i), and in cases where the Agent determines it
necessary to clarify the intention of the Majority Lenders, the point in time when the Agent gives notice under Clause 27.2. 


  

	1.37	“Moody’s” means Moody’s Investors Service, Inc. 

  

	1.38	“Outstanding Individual Loan Money” means the principal, the interest, default interest, the Break Funding Costs and any other payment obligation that the Borrower
owes pursuant to this Agreement with respect to Individual Loan, and the “Outstanding Individual Loan Amount” means the amount of such Outstanding Individual Loan Money. 

  

	1.39	“Participation Amount” means the amount described in Schedule ONE with respect to each Lender. 

  

	1.40	“Participation Ratio” means the percentage of the Participation Amount of each Lender to the Total Lending Amount. 

  

	1.41	“Repayment Date” means a repayment date set forth in the Schedule TWO, and if such corresponding day falls on a day other than a Business Day, the following
Business Day shall be the Repayment Date. If such following Business Day occurs in the next month, the immediately preceding Business Day shall be the Repayment Date. 

  

	1.42	“Reports” means (i) an audited operating statement (eigyou houkokusyo) (balance sheet, profit and loss statement, statement of cash flow, and other documents
incidental thereto. If the Borrower’s consolidated Subsidiary or Affiliate is established, an operating statement based on the consolidated basis shall be included.) based on the stand alone basis prepared by the Borrower within 90 days from
the end of the fiscal year, (ii) an unaudited operating statement (eigyou houkokusyo) (balance sheet, profit and loss statement, statement of cash flow, and other documents incidental thereto. If the Borrower’s consolidated Subsidiary or
Affiliate is established, an operating statement based on the consolidated basis shall be included.) based on the stand alone basis prepared by the Borrower within 45 days from the quarter-end of the fiscal year, (iii) an audited financial statement
(balance sheet, profit and loss statement, statement of cash flow, and other documents incidental thereto) based on the consolidated basis prepared by FASL LLC within 90 days from the end of the fiscal year, and (iv) an unaudited financial statement
(balance sheet, profit and loss statement, statement of cash flow, and other documents incidental thereto) based on the consolidated basis prepared by FASL LLC within 45 days from the quarter-end of the fiscal year. 

  

	1.43	“Spread” means a spread described in Schedule THREE. 

  

	1.44	 “Status of the Establishment of the Collateral” described in Schedule FOUR means the description of the assets offered as collateral under the
Security Assignment Agreement (Joto Tanpo Settei Keiyaku) dated June 30, 2003, executed by and between the Guarantor and the Borrower, and the description of the assets offered as first mortgage under the Mortgage Agreement and the Letter
Concerning 



  

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 Establishment of Security Interest (Tanpo Sashiire Sho) dated June 30, 2003, executed by and
between the Guarantor and the Borrower. 
  

	1.45	“Subsidiary” of a person means any corporation, association, partnership, joint venture or other business entity of which more than fifty percent of the voting
stock or other equity interest (in the case of person other than corporation), is owned or controlled directly or indirectly by the person, or one or more of the Subsidiaries of the person, or a combination thereof. 

  

	1.46	“Syndicate Account” means the ordinary deposit account (futsu yokin koza) (Account No. ***, Account Holder: FASL JAPAN LIMITED) held by the Borrower at
Mizuho Corporate Bank, Ltd., Uchisaiwaicho Corporate Banking Division. 

  

	1.47	“Taxes and Public Charges” means all public taxes or public charges including income taxes, corporate taxes and other taxes, which are applicable in Japan.


  

	1.48	“Temporary Advancement” means, with respect to the Borrower’s repayment on a Due Date, the payment made by the Agent to the Lenders before the completion of
the Borrower’s repayment of an amount equivalent to the amount to be distributed to the Lenders in accordance with Clause 17; or with respect to the Individual Loans made by the Lenders on the Drawdown Date, the payment made by the Agent to the
Borrower before the Lender’s making the Individual Loan of an amount equivalent to the amount of the Individual Loan to be made to the Borrower. 

  

	1.49	“Temporary Advancement Costs” means, in cases where the Agent makes a Temporary Advancement, the amount calculated as the amount of Temporary Advancement,
multiplied by (i) the Funding Rate, and (ii) the actual number of days of the Temporary Advancement Period. “Temporary Advancement Period” means the period commencing on the date that a Temporary Advancement is made and ending on
the date that such Temporary Advancement is cleared, and the “Funding Rate” means the interest rate that the Agent reasonably determines as the interest rate to fund the amount of Temporary Advancement through the Temporary
Advancement Period. The calculation method for such Temporary Advancement Costs shall be on a per diem basis, inclusive of first day and exclusive of last day, assuming that there are 365 days per year, wherein divisions shall be done at the end of
the calculation, and fractions less than one yen shall be rounded down. 

  

	1.50	“Total Lending Amount” means the total of the Participation Amounts of All Lenders. 

  

	1.51	“Total Outstanding Balance” means the total principal amount of the Outstanding Individual Loan Money owed to All Lenders. 

  

	2.	RIGHTS AND OBLIGATIONS OF LENDERS 

  

	2.1	The Lenders shall owe the Lending Obligations. 

  

	2.2	 Unless otherwise provided for in this Agreement, the obligations of each Lender under this Agreement shall be independent, and a Lender shall not be released from




  

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its obligations under this Agreement for the reason that any of the other Lenders fails to perform such obligations. A Lender shall not be responsible for
any failure of other Lenders to perform their obligations under this Agreement. 


  

	2.3	If a Lender, in breach of its Lending Obligation, fails to make an Individual Loan on the Drawdown Date, such Lender shall, upon request by the Borrower, immediately compensate the
Borrower for all damages, losses and expenses incurred by the Borrower as a result of such breach; provided, however, that the maximum amount of such compensation to the Borrower for the damages, losses and expenses incurred shall be the difference
between (i) the interest and other expenses that is required or would be required to be paid if the Borrower separately makes a drawdown as a result of the Individual Loan’s failure to be made on the Drawdown Date, and (ii) the interest and
other expenses that would have been required to be paid if the Individual Loan were made on the Drawdown Date. 

  

	2.4	Unless otherwise provided for in this Agreement, each Lender may exercise its rights under this Agreement separately and independently. 

  

	3.	USE OF PROCEEDS 

  
 The Borrower shall use the money raised by the Loan as long-term working capital and repayment fund for the borrowings of 18 billion yen (bridge finance)
under Over-draft Loan Facility Agreement dated as of June 30, 2003 between Mizuho Corporate Bank, Ltd. 
  

	4.	CONDITIONS PRECEDENT FOR EFFECTIVENESS OF THIS AGREEMENT 

  
 This Agreement shall take effect at such time that the Borrower and the Guarantor shall have submitted all of the following documents to the Agent and All
Lenders, and the Agent and All Lenders are satisfied with the details thereof: 
  

	 	(a)	the certificate of seal registration of the representative of the Borrower and the Guarantor as of July 1, 2003 or thereafter, who shall sign and affix their seal to this Agreement
and the Guarantee; 

  

	 	(b)	a certified copy of the certificate of corporate registration (an entire certificate of record matter or an entire certificate of present matter) of the Borrower and the Guarantor
as of July 1, 2003 or thereafter; 

  

	 	(c)	the articles of incorporation of the Borrower and the Guarantor, with certification attached thereto certifying that it is a copy of the original (the date of such certification
shall be July 1, 2003 or thereafter); and 

  

	 	(d)	the confirmation letter prepared by the representative director of the Borrower and certifying that all internal procedures of the company necessary for the execution of this
Agreement and the drawdown pursuant to this Agreement have completed. 

  

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	 	(e)	the confirmation letter prepared by the representative director of the Guarantor and certifying that all internal procedures of the company necessary for the execution of this
Agreement and the making of the guarantee pursuant to this Agreement have completed. 

  

	5.	CONDITIONS PRECEDENT FOR LENDING OBLIGATIONS 

  
 The Lender shall owe the Lending Obligations upon the condition (irrespective of whether or not notice under Clause 7.1 was given) that the conditions set
forth in each of the following items are satisfied at the time of the making of the Individual Loan. The satisfaction of such conditions shall be determined individually by each Lender, and no other Lender or the Agent shall be responsible for a
Lender’s determination or refusal to make a Loan. 
  

	 	(1)	The Lending Obligations of All Lenders have not been exempted pursuant to Clause 8.2. 

  

	 	(2)	All the matters described in each item of Clause 18 of this Agreement and each item of Clause 2 of the Guarantee are true and correct. 

  

	 	(3)	The Borrower and the Guarantor have not breached any provision of this Agreement and the Guarantee, and there is no threat that such breach may occur on or after the Drawdown Date.


  

	 	(4)	No consultation pursuant to the provisions of Clause 31 has been held. 

  

	6.	MAKING OF LOANS 

  

	6.1	If a Lender does not give notice pursuant to Clause 7.1, and all conditions set forth in each item of Clause 5 are satisfied at the time of the drawdown of the Individual Loan, the
Lender shall remit the Individual Loan Amount to the Agent’s Account by eleven (11) o’clock of the Drawdown Date. The Individual Loan shall be deemed to have been made by that Lender as of the time that the Agent remits such money to the
Syndicate Account. 

  

	6.2	When the Loan is made pursuant to Clause 6.1, the Borrower shall immediately send to the Agent a written receipt describing the amount of the Loan and the specifics of the
Individual Loan. The Agent shall, upon receiving such receipt, promptly provide a copy thereof to the Lender who made the Individual Loan. The Agent shall retain the original receipt on behalf of that Lender until the Outstanding Individual Loan
Money in relation to such Individual Loan is repaid in full. 

  

	6.3	If notice under Clause 7.1 has not been given, the Agent may make the Individual Loan on behalf of a Lender through Temporary Advancement. After such Temporary Advancement, the
relevant Lender shall remit the full equivalent amount of the Individual Loan Money to the Agent’s Account by eleven (11) o’clock of the Drawdown Date, and if such remittance is not completed by that time, the Lender shall, promptly upon
the Agent’s request, pay to the Agent the Temporary Advancement Costs making required in such Temporary Advancement. 

  

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	7.	REFUSAL TO MAKE LOANS 

  

	7.1	A Lender who decides not to make the Individual Loan for the reason that all or part of the conditions under Clause 5 are not satisfied (the “Non-Drawdown Lender”) may
notify the Agent, the Borrower, the Guarantor and all other Lenders of the decision with the reason affixed thereto by three (3) o’clock P.M. of the first Business Day prior to the Drawdown Date. Provided, however, that if, notwithstanding the
satisfaction of all the conditions under Clause 5, such notice is given and the Individual Loan is not made, the Non-Drawdown Lender may not be released from liabilities arising from the breach of its Lending Obligations. 


 

	7.2	The Borrower shall be responsible for any damages, losses or expenses incurred by the Non-Drawdown Lender or the Agent as a result of the failure to make the Individual Loan by that
Non-Drawdown Lender. Provided, however, that the foregoing shall not apply if the failure to make the Individual Loan constitutes a breach of the Non-Drawdown Lender’s Lending Obligations. 

  

	8.	EXEMPTION OF LENDER 

  

	8.1	If an Exemption Event occurs with respect to a Lender, the Agent shall immediately notify the Borrower, the Guarantor and All Lenders of such event in writing.


  

	8.2	All Lenders shall be exempted from their Lending Obligations If an Exemption Event occurs. 

  

	9.	INCREASED COSTS 

  

	9.1	A Costs Increased Lender may, by notifying the Borrower in writing via the Agent, request the Borrower to elect either to bear the Increased Costs or to prepay to the Costs
Increased Lender. The Borrower shall respond to such request by giving written notice to the Costs Increased Lender via the Agent. 

  

	9.2	If the Borrower elects to bear the Increased Costs in response to the Costs Increased Lender’s request under Clause 9.1, the Borrower shall pay, in accordance with the
provision of Clause 16, the Costs Increased Lender the money equivalent to such costs. 

  

	9.3	If the Borrower elects to prepay to the Costs Increased Lender in response to the request under Clause 9.1, the Borrower shall notify the Agent and All Lenders in writing by tenth
(10) Business Day prior to the date the Borrower desires to prepay (the “Desired Prepayment Date”), of (a) the desire to prepay, and (b) the Desired Prepayment Date. 

  

	9.4	If the notice under Clause 9.3 is given, the Borrower shall pay, in accordance with the provision of Clause 16, to the Costs Increased Lender on the Desired Prepayment Date all
obligations which the Borrower owes to the Costs Increased Lender under this Agreement. In this case, until the Borrower completes payment of all obligations which the Borrower owes to the Costs Increased Lender under this Agreement, the relevant
provisions of this Agreement regarding the performance of such obligations shall remain in full force and effect with respect to the Costs Increased Lender. 

  

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	9.5	If the Borrower completes repayment to the Cost Increased Lender pursuant to Clause 9.4, the Participation Ratio of the Lenders other than the relevant Cost Increased Lender shall
be adjusted as follows; 

  

	 	(i)	the Participation Amount of the relevant Cost Increased Lender shall be subtracted from the Total Lending Amount before making the adjustment, and the Total Lending Amount shall be
adjusted accordingly 

  

	 	(ii)	the Participation Ratio of the Lenders other than the relevant Cost Increased Lender shall be adjusted to the percentage of the respective Participation Amount of each Lender to the
Total Lending Amount after making the adjustment under the preceding item. 

  

	10.	REPAYMENT OF PRINCIPAL 

  
 The Borrower shall repay the principal of the Loan in the amount set forth in the Schedule TWO on the Repayment Date in accordance with the provision of
Clause 16. 
  

	11.	INTEREST 

  

	11.1	The Interest Period shall be three (3) month and the period shall be from the Interest Payment Date (provided that the initial base date for the first Interest Period shall be the
Drawdown Date) to the Interest Payment Date coming immediately thereafter. 

  

	11.2	The Borrower shall pay to each Lender in accordance with the provision of Clause 16, the total amount of interest calculated as the principal amount in relation to the Individual
Loan granted by such Lender, multiplied by (i) the Applicable Interest Rate, and (ii) the actual number of days of the Interest Period, on the Interest Payment Date which is the final date of the relevant Interest Period. 


 

	11.3	The calculation method for interest under Clause 11.2 shall be on a per diem basis, inclusive of first and exclusive of last day, assuming that there are 365 days per year, wherein
divisions shall be done at the end of the calculation, and fractions less than one yen shall be rounded down. 

  

	12.	PREPAYMENT 

  

	12.1	The Borrower may not prepay all or any part of the principal of the Loan before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the
Prepayment is made pursuant to Clause 9 or Clause 31, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders who made the Loan in respect of which the Borrower gave notice of
its desire to prepay (“Relevant Prepayment Lenders”), and the Agent. 

  

	12.2	 If the Borrower desires to make a Prepayment, the Borrower shall give a written notice to the Agent by the tenth Business Day prior to the date the Borrower desires
to make the Prepayment (the “Desired Prepayment Date”), stating (a) the principal 



  

 10 









	 	 
amount the Borrower desires to prepay (not less than 1,200 million yen, in increments of 1,200 million yen), (b) that the Borrower will pay in full on the
Desired Prepayment Date, the interest (the “Accrued Interest”) on the principal amount desired to be prepaid that has accrued by the Desired Prepayment Date (inclusive), and (c) the Desired Prepayment Date. After receiving notice from the
Borrower, the Agent shall notify the Relevant Prepayment Lenders of items (a) through (c) of this Clause 12.2 by the ninth Business Day prior to the Desired Prepayment Date, whereupon the Relevant Prepayment Lenders shall notify the Agent by the
fifth Business Day prior to the Desired Prepayment Date of whether or not it approves such Prepayment. If such notice by any Relevant Prepayment Lender does not reach the Agent by the fifth Business Day prior to the Desired Prepayment Date, it shall
be deemed that the Relevant Prepayment Lender did not approve such Prepayment. The Agent shall judge the acceptability of the Prepayment by the fourth Business Day prior to the Desired Prepayment Date, and notify the result to the Borrower and the
Relevant Prepayment Lenders. 


  

	12.3	If the Prepayment is approved in accordance with Clause 12.2, the Relevant Prepayment Lenders shall notify the Agent of the Break Funding Cost by the second Business Day prior to
the Desired Prepayment Date. After receiving such notice, the Agent shall notify the Borrower of the same by the first Business Day prior to the Desired Prepayment Date. The Borrower shall pay, in accordance with Clause 16, the total of the
principal, the Accrued Interest and the Break Funding Cost in respect of the Loan to be prepaid on the Desired Prepayment Date. 

  

	12.4	The amount prepaid under this Clause shall be preferentially appropriated to the obligation with respect to the later Repayment Date. The Borrower shall not be entitled to demand to
re-borrow the prepaid amount. 

  

	13.	DEFAULT INTEREST 

  

	13.1	If the Borrower fails to perform its obligations under this Agreement owing to a Lender or the Agent when due, the Borrower shall, immediately upon the Agent’s request and in
accordance with Clause 16, for the period commencing on the Due Date (inclusive) of such defaulted obligation (the “Defaulted Obligations”) and ending on the day (inclusive) the Borrower performs all Defaulted Obligations, pay default
interest calculated by multiplying the amount of the Defaulted Obligations by the higher of either (to the extent not in violation of Laws and Ordinances) (i) the rate obtained by adding the rate of 2% per annum to the reasonable cost (calculated at
the interest rate that the creditor reasonably decides upon) incurred by the creditor of the Defaulted Obligations for raising the amount in default, or (ii) the rate of 14% per annum. 

  

	13.2	The calculation method for default interest under Clause 13.1 shall be on a per diem basis, inclusive of first and last day, assuming that there are 365 days per year, wherein
divisions shall be done at the end of the calculation, and fractions less than one yen shall be rounded down. 

  

 11 









	14.	AGENT FEE 

  
 The Borrower shall pay the Agent Fee to the Agent as separately agreed between the Borrower and the Agent, for the performance of the Agent Services set
forth in this Agreement. 
  

	15.	EXPENSES; TAXES AND PUBLIC CHARGES 

  

	15.1	All expenses (including attorney’s fees) incurred in connection with the preparation and any revision or amendment of this Agreement, and all expenses (including
attorney’s fees) incurred in relation to the maintenance and enforcement of the rights or the performance of the obligations by the Lender and the Agent pursuant to this Agreement shall be borne by the Borrower to the extent that it is not in
violation of Laws and Ordinances. If any Lender or the Agent has paid these expenses in the place of the Borrower, the Borrower shall, immediately upon the Agent’s request, pay the same in accordance with the provision of Clause 16.


  

	15.2	The stamp duties and any other similar Taxes and Public Charges incurred in relation to the preparation, amendment or enforcement of this Agreement and any documents related hereto
shall be borne by the Borrower. If any Lender or the Agent has paid these Taxes and Public Charges in the place of the Borrower, the Borrower shall, immediately upon the Agent’s request, pay the same in accordance with the provision of Clause
16. 

  

	16.	PERFORMANCE OF BORROWER’S OBLIGATIONS 

  

	16.1	In order to repay the obligations under this Agreement, the Borrower shall remit the relevant amount to the Agent’s Account (i) by the Due Time, for those obligations the Due
Date of which is provided for herein, or (ii) immediately upon the Agent’s request, for those obligations the Due Date of which is not provided for herein. In such cases, the Borrower’s obligations to the Agent or a Lender shall be deemed
to have been performed upon the time of the remittance of the relevant amount to the Agent’s Account. 

  

	16.2	Unless otherwise provided for in this Agreement, a payment by the Borrower directly to a Lender other than the Agent contrary to the provisions of Clause 16.1 of amounts owing under
this Agreement shall not be deemed to constitute the due performance of obligations under this Agreement. In this case, the Lender receiving such payment shall immediately pay the money it receives to the Agent, and the obligations with respect to
such money shall be deemed to have been performed upon the Agent’s receipt of such money. Provided, however, that the Borrower, upon giving prior written notice to the Agent, disposes (nini-baikyaku) the assets subject to floating
security interest (ne-tanpoken) that have been granted in favour of a Lender as the secured party of the floating security interest, and directly pays to that Lender the proceeds it receives from such disposal in order to perform its
obligations under this Agreement, such direct payment shall be considered to constitute the due performance of obligations under this Agreement. The Borrower may not perform its obligations under this Agreement by deed-in-lieu of performance
(daibutsu bensai) unless the Agent and All Lenders give their prior written approval. 

  

	16.3	The Borrower’s payments pursuant to this Clause 16 shall be applied in the order set forth below; provided, however, that the provisions of Clause 17.4 shall apply if any
obligation of the Borrower becomes immediately due and payable pursuant to Clause 22: 

  

	 	(i)	those expenses to be borne by the Borrower under this Agreement, which the Agent has incurred in the place of the Borrower, and the Agent Fee; 

  

 12 









	 	(ii)	those expenses to be borne by the Borrower under this Agreement, payable to a third party; 

  

	 	(iii)	those expenses to be borne by the Borrower under this Agreement, which any Lender has incurred in place of the Borrower; 

  

	 	(iv)	the default interest and the Break Funding Cost; 

  

	 	(v)	the interest on the Loan; and 

  

	 	(vi)	the principal of the Loan. 

  

	16.4	Upon the application under Clause 16.3, if the amount to be applied falls short of the amount outlined in any of the items thereunder, with respect to the first item not fully
covered (the “Item Not Fully Covered”), the remaining amount, after the application to the item of the next highest order of priority, shall be applied after the proration in proportion to the amount of the individual payment obligations
owed by the Borrower regarding the Item Not Fully Covered, which have become due and payable. 

  

	16.5	Unless otherwise required by Laws and Ordinances, the Borrower shall not deduct Taxes and Public Charges from the amount of obligations to be paid pursuant to this Agreement. If it
is necessary to deduct Taxes and Public Charges from the amount payable by the Borrower, the Borrower shall additionally pay the amount necessary in order for the Lender to be able to receive the amount that it would receive if no Taxes and Public
Charges were imposed. In such cases, the Borrower shall, within thirty (30) days from the date of payment, directly send to the Lender the certificate of tax payment in relation to withholding taxes issued by the tax authorities or other competent
governmental authorities in Japan. 

  

	17.	DISTRIBUTION TO LENDERS 

  

	17.1	If there still exist any remaining amounts after deducting the amount equivalent to the amount described in Clause 16.3(i) and Clause 16.3(ii) from the amount paid by the Borrower
pursuant to Clause 16, the Agent shall immediately distribute such remaining amount to the Lenders in accordance with the provision of this Clause 17. Provided, however, that if such money was paid by the Borrower pursuant to Clause 9.2 or Clause
9.4, notwithstanding the provision of this Clause 17, the Agent shall promptly distribute such money to the Costs Increased Lender. 

  

 13 









	17.2	If, prior to distribution by the Agent to the Lenders pursuant to this Clause 17, (a) an order for provisional attachment (kari-sashiosae), preservative attachment
(hozen-sashiosae) or attachment (sashiosae) in relation to the Loan Receivables is served on the Borrower, or (b) an assignment in relation to the Loan Receivables is made, the rights and obligations of the Borrower, the Agent and the
Lenders shall be regulated in accordance with the following provisions: 

  

	 	(a) (i)	If the Agent completes the distribution to the Lenders pursuant to this Clause 17 before receiving notice from the Borrower pursuant to Clause 19.4 that it has received service of
an order for provisional attachment (kari-sashiosae), preservative attachment (hozen-sashiosae) or attachment (sashiosae) with respect to the Loan Receivables: 

  
 In this case, even if the creditor obtaining an order for provisional
attachment (kari-sashiosae), preservative attachment (hozen-sashiosae) or attachment (sashiosae), the Borrower, the Lenders or any other third party suffers damages, losses or expenses (the “Damages”) as a result of
such distribution by the Agent, the Agent shall not be liable in relation thereto, and the Borrower shall deal with them at its own cost and liability. The Borrower shall compensate the Agent for any Damages incurred by the Agent due to such
distribution. 
  

	 	    (ii)	If the Agent, after the Borrower’s remittance of money to the Agent’s Account and before the completion of the distributions to the Lenders pursuant to this Clause 17,
receives notice from the Borrower pursuant to Clause 19.4 that it has received service of an order for provisional attachment (kari-sashiosae), preservative attachment (hozen-sashiosae) or attachment (sashiosae) with respect to
the Loan Receivables for which such distribution is made: 

  
 In this case, (1) with respect to the money relating to such notice, the Agent may withhold the distributions pursuant to this Clause 17, and may take other measures in the manner that the Agent deems reasonable; and
(2) the Agent shall distribute to All Lenders other than the Lender subject to such notice, the money paid by the Borrower excluding those subject to such notice. If the creditor obtaining an order for provisional attachment (kari-sashiosae),
preservative attachment (hozen-sashiosae) or attachment (sashiosae), the Borrower, the Lenders or any other third party suffers any Damages as a result of the distribution by the Agent pursuant to (1) of this Item (ii), the Agent shall
not be liable in relation thereto, and the Borrower shall deal with them at its own cost and liability. The Borrower shall compensate the Agent for any Damages incurred by the Agent due to such distribution. 
  

	 	(b)	If the Assignor and the Assignee, under joint names, or if the Borrower, under its single name, notifies the Agent of an assignment of the Loan Receivables in accordance with Clause
29.1: 

  
 In this case, the Agent shall, after
receiving either of these notices, immediately commence all administrative procedures necessary in order to treat such Assignee as the creditor of such Loan Receivables, and the Agent shall be exempt insofar as the Agent treats the previous Lender
as the party in interest until the Agent notifies the Borrower, the Assignor and the Assignee that such procedures have been completed. If the Assignee or any other third party suffers Damages due to such treatment by the Agent, 

  

 14 








 
the Agent shall not be liable in relation thereto, and the Borrower and the Assignor of such Loan Receivables shall deal with them at their own cost and
liability. The Borrower and the Assignor of such Loan Receivables shall jointly compensate the Agent for any Damages incurred by the Agent arising out of this Item (b). 
  

	17.3	The distributions by the Agent to the Lenders shall be made in order, starting from Clause 16.3(iii) to Clause 16.3(vii). If there is an Item Not Fully Covered regarding the amounts
to be distributed, the application and distribution with respect to such Item Not Fully Covered shall be made in accordance with the provisions of Clause 16.4. 

  

	17.4	Notwithstanding Clause 16.3, Clause 16.4 and Clause 17.3, if the Borrower’s obligations hereunder become immediately due and payable pursuant to Clause 22, the Agent shall
distribute the remaining amount after deducting the amounts described under Clause 16.3(i) and Clause 16.3(ii) from the amount paid by the Borrower, in proportion to the amount of the obligations that the Borrower owes to the Lenders under this
Agreement, in which case, the application shall be made in the order and method that the Agent deems appropriate. 

  

	17.5	If the remittance of money by the Borrower provided for in Clause 16.1 fails to be completed by the Due Time, the Agent shall be under no obligation to make the distributions set
forth in Clause 17.1 on the same date. In such cases, the Agent shall make such distributions immediately after the remittance from the Borrower, and the Borrower shall bear any damages, losses and expenses incurred by the Lender or the Agent in
connection therewith. 

  

	17.6	Upon request from the Agent, and if such request is based on a reasonable cause, the Lenders receiving such request shall immediately notify the Agent of the amount (including
specifics) of the receivables they hold against the Borrower under this Agreement. In this case, the obligation of the Agent to make distributions set forth in Clause 17.1 shall arise at the time all such notices reach the Agent. In the case where a
Lender delays this notice without reasonable cause, such Lender shall bear all damages, losses or expenses incurred by any Lender or the Agent due to such delay. 

  

	17.7	The Agent may make the distributions to the Lenders by Temporary Advancement (provided that the Agent shall not be obligated to make such Temporary Advancement.). If the Temporary
Advancement is not cleared by the Due Time, the Lender who received the distribution pursuant to this Clause 17.7 shall, immediately upon the Agent’s request, reimburse to the Agent the amount of such Temporary Advancement that it received. The
Lender shall, immediately upon the Agent’s request, pay to the Agent any Temporary Advancement Costs required in making such Temporary Advancement, per the amount of Temporary Advancement that it received. 

  

	18.	BORROWER’S REPRESENTATIONS AND WARRANTIES 

  
 The Borrower represents and warrants to a Lender and the Agent that each of the following matters is true and correct at the execution date of this
Agreement and at 

  

 15 








 
the Drawdown Date. In the event that any of the following matters is found to be untrue or incorrect, the Borrower shall fully indemnify all of the losses
and costs incurred by the Lender and the Agent by such untrue or incorrect representation and warranty: 
  

	 	(i)	The Borrower is a stock company (kabushiki kaisya) duly incorporated and validly existing under the laws of Japan. 

  

	 	(ii)	The Borrower has a legal capacity (sui juris) necessary for execution and performance of this Agreement, the execution and performance of this Agreement by the Borrower and
any transactions associated herewith are within the corporate purposes of the Borrower and the Borrower has duly completed all procedures necessary therefor under the Laws and Ordinances, the Articles of Incorporation and other internal company
rules of the Borrower. 

  

	 	(iii)	The execution and performance of this Agreement by the Borrower and any transactions associated herewith does not result in (a) any violation of Laws and Ordinances which bind the
Borrower, (b) any breach of its Articles of Incorporation and other internal company rules of the Borrower, and (c) any material breach of a third-party contract to which the Borrower is a party or which binds the Borrower or the assets of the
Borrower. 

  

	 	(iv)	The person who signed or attached his/her name and seal to this Agreement is authorized to sign or attach his/her name and seal to this Agreement as the representative of the
Borrower by all procedures necessary pursuant to the Laws and Ordinances, Articles of Incorporation or other internal company rules of the Borrower. 

  

	 	(v)	This Agreement constitutes legal, valid and binding obligations of the Borrower, and is enforceable against the Borrower in accordance with the terms of this Agreement.


  

	 	(vi)	All Reports prepared by the Borrower are accurately and duly prepared in accordance with the accounting standards which is generally accepted as fair and appropriate one in Japan.


  

	 	(vii)	After the last day of the fiscal year ended on March 31, 2003, no material change, which will cause a material deterioration of the business, assets, or financial condition of the
Borrower described in the audited fiscal statement of that fiscal year and which may materially affect the performance of the obligations of the Borrower under this Agreement, has occurred. 

  

	 	(viii)	No lawsuit, arbitration, administrative procedure, or any other dispute has commenced or, to the knowledge of the Borrower, is likely to commence with respect to the Borrower, which
will or may materially cause adverse effects on the performance of its obligations under this Agreement. 

  

	 	(ix)	No matter described in the items of Clauses 22.1 and 22.2 has occurred or is likely to occur. 

  

 16 









	 	(x)	The Guarantor owns 100% of the shares of FMH outstanding, FMH owns not less than 40% of the shares of FASL LLC outstanding, and FASL LLC owns 100% of the shares of the Borrower
outstanding. 

  

	 	(xi)	The Borrower has not provided any collateral to any third party to secure the Borrower’s obligations, other than the securities described in Schedule FOUR.


  

	 	(xii)	The assets described in Schedule FOUR will constitute all assets that are necessary to keep the Borrower’s business and have been provided as collateral.


  

	19.	BORROWER’S COVENANTS 

  

	19.1	The Borrower covenants to perform, at its expense, the matters described in each of the following items on and after the date of this Agreement, and until this Agreement is
terminated and the Borrower completes the performance of all of its obligations under this Agreement to each Lender and the Agent. 

  

	 	(i)	If any matter described in each item of Clause 22.1 or 22.2 (including the event which constitutes default when a default is not cured upon passage of the relevant curing period)
has occurred, or is likely to occur, the Borrower shall immediately notify the Agent and All Lenders thereof. 

  

	 	(ii)	The Borrower shall submit a copy of the Reports, within 60 days from the first quarter-end, second quarter-end, and third quarter-end of the fiscal year, respectively, to All
Lenders through the Agent. 

  

	 	(iii)	The Borrower shall submit a copy of the audited Reports, within 105 days from end of the fiscal year, to All Lenders through the Agent. 

  

	 	(iv)	The Borrower shall submit to the Agent any documents, with the number of copies and in the form designated by the Agent, that could confirms the compliance of matters described in
Article 20 and Article 21 below, respectively within 60 days from the end of each fiscal quarter and six months closing (mid-year), as well as within 105 days from the end of each fiscal year. 

  

	 	(v)	The Borrower shall submit a copy of the Reports, within 60 days from the first quarter-end, second quarter-end, and third quarter-end of the fiscal year, respectively, of FASL LLC,
to All Lenders through the Agent. 

  

	 	(vi)	The Borrower shall submit a copy of the audited Reports of FASL LLC, within 105 days from end of the fiscal year of FASL LLC, to All the Lenders through the Agent.


  

	 	(vii)	 Upon a request made by the Agent or a Lender through the Agent, the Borrower shall immediately notify to the Agent of the conditions of the assets, management, or
businesses of the Borrower, its Subsidiary and FASL 



  

 17 









	 	 
LLC, and shall provide the necessary assistance to facilitate the investigations thereof. 


  

	 	(viii)	If any material change has occurred, or is found to be likely to occur with the passage of time, to the conditions of the assets, management, or businesses of the Borrower and its
Affiliates, or if any lawsuit, arbitration, administrative procedure, or any other dispute, which will materially affect, or is likely to materially affect, the performance of the obligations of the Borrower under this Agreement, has commenced, or
is found to be likely to commence, the Borrower shall immediately notify the Agent thereof. 

  

	 	(ix)	If any change occurs to the Status of the Establishment of the Collateral described in Schedule FOUR, the Borrower shall immediately notify thereof to the Agent in writing.


  

	 	(x)	If any of the items described in Clause 18 is found untrue, the Borrower shall immediately notify thereof to the Agent. 

  

	19.2	The Borrower shall not offer any collateral to secure its obligations under this Agreement for the benefit of certain Lenders on and after the date of this Agreement, and until this
Agreement is terminated and the Borrower completes the performance of all of its obligations under this Agreement to each Lender and the Agent, unless All Lenders and the Agent give prior written consent thereto. 

  

	19.3	The Borrower shall, on and after the date of this Agreement, and until this Agreement is terminated and the Borrower completes the performance of all of its obligations under this
Agreement to each Lender and the Agent, affirmatively covenant to be in compliance with matters described in the items below. Upon applying the item (iv) and (v) below, any actions taken by the Borrower or any of its Subsidiaries and any events or
circumstances occurring or arising during any time that is not the Enhanced Covenant Period, which actions, events or circumstances were permitted under the terms of this Agreement at the time taken, occurring or arising, shall not constitute a
breach of the applicable covenant referencing such Enhanced Covenant Period during any subsequent Enhanced Covenant Period notwithstanding that such actions, events or circumstances would not have been permitted under such covenant, or would have
constituted such a breach, had such actions, events or circumstances been taken, occurred or arisen during such Enhanced Covenant Period: 

  

	 	(i)	The Borrower will maintain licenses and other similar permits that are necessary to conduct the Borrower’s main business, and continue to carry out the business in compliance
with material provisions of all Laws and Ordinances. 

  

	 	(ii)	The Borrower will not change its main business. 

  

	 	(iii)	The Borrower will not, unless otherwise specified in the Laws and Ordinances, subordinate the payment of any of its debts under this Agreement to the payment of any unsecured debts
(including any secured debts that will not be fully collected after the foreclosure sale of the collateral), or at least will treat them equally. 

  

 18 









	 	(iv)	The Borrower and its Subsidiaries will not, during the Enhanced Covenant Period, enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign,
lease, or otherwise dispose of all or any part of property of it or any of its Subsidiaries, or agree to do any of the forgoing, except (a) sales of the Inventory in the ordinary course of its business or such Subsidiary’s business; (b) sales
or other disposition of assets in the ordinary course of business that is obsolete, worn-out or no longer useable by the Borrower in its business; (c) Investments by the Borrower or any of its Subsidiaries in the Borrower or any of its Subsidiary
(provided that the amount of all such Investments made by the Borrower or any of its Japan Subsidiary during the Enhanced Covenant Period may not exceed 3 billion yen in the aggregate); (d) sales or other dispositions of assets where the aggregate
book value of assets so sold by the Borrower and its Subsidiaries, together, shall not exceed 6 billion yen from and after the execution date of this Agreement; (e) mergers or consolidations between the Borrower and any of its Subsidiaries and
between any of its Subsidiaries and any other Subsidiaries of the Borrower (provided that, with respect to any such transaction involving the Borrower, the Borrower shall be continuing or surviving entity); (f) transfers of the Inventory between the
Borrower or its Subsidiaries, and among its Subsidiaries (provided that the terms of any such transactions shall be no less favourable to the Borrower and its Subsidiaries than would be obtained in a comparable arm’s length transaction with a
third party who is not the Affiliate); or (g) transactions set forth in the item (v) below. Notwithstanding anything to the contrary in this item (iv), and whether or not the Enhanced Covenant Period then exists, (I) the Borrower shall not at any
time consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to any person, and (II) the removal of the equipment from the Aizu Facility and the sale or
other disposition of the Aizu Facility, which will substantially affect the Borrower’s financial ability to fulfil repayment of debts under this Agreement, shall not be permitted without a consent of the Majorities Lenders, except as permitted
under the preceding clause (f). 

  

	 	(v)	 The Borrower and its Subsidiaries will not declare or make, or incur any liability to make any of the payment or making of dividend, or the redemption or
acquisition of any capital stock of the Borrower or its Subsidiaries or any option of such capital stock (the “Distribution”) more frequently than after the end of each fiscal quarter to the extent that no event of default of this
Agreement and an agreement (other than this Agreement) entered into between the Borrower and the third party would occur after giving effect to any such payment and, during the Enhanced Covenant Period, (a) declare or make, or incur any liability to
make any Distribution, except (I) the Distribution to the Borrower by its Subsidiaries, (II) the Distribution by any wholly-owned Subsidiaries of the Borrower to the Borrower or any other wholly-owned Subsidiaries of the Borrower and (III)
redemptions, repurchase, retirements or other acquisitions of any equity interests of the Borrower in exchange for other equity interests of the Borrower or out of the proceeds of the substantially concurrent sale (other than to its Subsidiaries) of
other equity interests of the Borrower, or (b) make any change in its capital 



  

 19 









	 	 
structure (including reduction of capital) which will substantially affect the Borrower’s financial ability to fulfil repayment of debts under this
Agreement. 


  

	 	(vi)	The Borrower will not change its accounting standard to the one not in accordance with the accounting standards which is generally accepted as fair and appropriate one in Japan.


  

	 	(vii)	The Borrower and its Subsidiaries will not make any borrowing from a third party or any guaranteeing and lending to a third party which will substantially affect the Borrower’s
financial ability to fulfil repayment of debts under this Agreement. 

  

	 	(viii)	The Borrower and its Subsidiaries will not make any transaction which will substantially affect the Borrower’s financial ability to fulfil repayment of debts under this
Agreement. 

  

	19.4	If the Borrower receives any service of an order for provisional attachment (kari-sashiosae), preservative attachment (hozen-sashiosae), or attachment
(sashiosae) with respect to the Loan Receivables, the Borrower shall immediately notify thereof to All Lenders through the Agent in writing, together with a photocopy of such order. 

  

	20.	RESTRICTIONS ON COLLATERAL 

  
 The Borrower shall not offer any collateral to secure its obligations or any third party’s obligations (other than those under this Agreement) on and
after the date of this Agreement, and until this Agreement is terminated and the Borrower completes the performance of all of its obligations under this Agreement to each Lender and the Agent, unless Majority Lenders and the Agent give prior written
consent thereof. Provided, however, that this provision shall not apply in the cases described below and if the Borrower gives prior written notice to the Agent of such offering of collateral. For the purpose of this Clause 20, the offer of
collateral shall mean the creation of security interests on any assets of the Borrower, the pre-engagement of the creation of security interests on the particular assets of the Borrower, or the promise not to offer the particular assets of the
Borrower as collateral for the obligations other than specific obligations, and does not include any collateral pursuant to the Laws and Ordinances, such as lien or possessory lien. 
  

	 	(i)	The cases where the Borrower offers any collateral for borrowings from Japan Bank for International Cooperation, Development Bank of Japan, Government Pension Investment Fund, or
Employment and Human Resources Development Organization of Japan and such offer of collateral is required by the Laws and Ordinances. 

  

	 	(ii)	The cases where the Borrower offers, regarding loans taken for the purpose of acquiring assets, such assets as collateral. 

  

	 	(iii)	The cases where the Borrower newly acquires assets on which security interests have already been established. 

  

 20 









	 	(iv)	The cases where the Borrower offers any collateral for financing through securitization of assets (or so called liquidation of assets (shisan-no-ryudoka) under the Japanese
law). 

  

	 	(v)	The cases where the Borrower offers any collateral to the Guarantor. 

  

	21.	FINANCIAL RESTRICTIONS 

  
 The Borrower shall promise to comply with the following items, on and after the date of this Agreement, and until this Agreement is terminated and the
Borrower completes the performance of all of its obligations under this Agreement to each Lender and the Agent. 
  

	 	(i)	The Borrower will ensure to keep the asset exceeding the liability in each of its stand-alone basis balance sheets as of each fiscal year-ends and mid-year-ends (six months
closing). 

  

	 	(ii)	The Borrower will maintain the Adjusted Tangible Net Worth, determined as of the last day of each fiscal quarter, of not less than 60 billion yen. 

  

	 	(iii)	The Borrower will maintain the total net income and depreciation as of the last day of each fiscal period set forth below of not less than the amount set forth below opposite such
fiscal period: 

  

			
	 Period

	  	Amount


	 1-3 quarter fiscal year 2003
	  	5,760 million yen
	 Full fiscal year 2003
	  	8,400 million yen
	 1 quarter fiscal year 2004
	  	2,490 million yen
	 1-2 quarter fiscal year 2004
	  	7,320 million yen
	 Full fiscal year 2004
	  	22,920 million yen
	 Full fiscal year 2005
	  	21,125 million yen
	 Full fiscal year 2006
	  	19,500 million yen

  

	 	(iv)	The Borrower shall not permit, as of the last day of any fiscal quarter, the ratio of (a) net income plus depreciation to (b) the sum of (1) interest expense for such period plus
(2) scheduled amortization of Debt For Borrowed Money for such period including Lease rentals plus (3) maintenance capital expenditures for Aizu Facility, to less than: 

  

				
	 Period

	  	Percentage

	 
	 2-4 quarter fiscal year 2003
	  	90	%
	 1 quarter fiscal year 2004
	  	100	%
	 2 quarter fiscal year 2004
	  	110	%
	 3-4 quarter fiscal year 2004
	  	120	%
	 Full fiscal year 2005
	  	120	%
	 Full fiscal year 2006
	  	120	%

  

 21 









	22.	ACCELERATION 

  

	22.1	If any of the events described in the items below has occurred to the Borrower or the Guarantor, all of the Borrower’s debts under this Agreement payable to All Lenders and the
Agent shall automatically become due and payable without any notice or demand by a Lender or the Agent, and the Borrower shall immediately pay the principal and the interest of the Loan, the Break Funding Costs and any other payment obligation that
the Borrower owes pursuant to this Agreement in accordance with the provisions of Clause 16, whereby All Lenders’ Lending Obligations shall cease to be effective: 

  

	 	(i)	If any payment by the Borrower or the Guarantor has been suspended, or if a petition (including similar petition filed outside Japan) of specific conciliation
(tokutei-chotei), bankruptcy (hasan), commencement of civil rehabilitation procedures (minjisaiseitetuzuki-kaishi), commencement of corporate reorganization procedures (kaishakoseitetuzuki-kaishi), commencement of
corporate rearrangement (kaishaseiri-kaishi), commencement of special liquidation (tokubetuseisan-kaishi), or commencement of any other similar legal procedures against the Borrower or the Guarantor; 

  

	 	(ii)	If the resolution for dissolution is adopted or the Borrower or the Guarantor receives order of dissolution; 

  

	 	(iii)	If the Borrower or the Guarantor abolishes its business; 

  

	 	(iv)	If transactions of the Borrower or the Guarantor have been suspended by a clearinghouse; or 

  

	 	(v)	If any order or notice of provisional attachment (kari-sashiosae), preservative attachment (hozen-sashiosae), or attachment (sashiosae) (including any such
procedure taken outside Japan) has been sent out, or any adjudication that orders an enforcement of preservative attachment (hozen-sashiosae) or attachment (sashiosae) has been rendered, with respect to the deposit receivables or other
receivables (including all kinds of receivables under an agreement for insurance) held by the Borrower or the Guarantor against a Lender. In this case, the said Lender shall immediately notify the Borrower, the Guarantor, all other Lenders, and the
Agent of the occurrence of any such matters. 

  

	22.2	If any of the events described in the items below has occurred with respect to the Borrower or the Guarantor, all of the Borrower’s debts under this Agreement payable to All
Lenders and the Agent shall become due and payable upon notice to the Borrower from the Agent, the notice of which is requested by the Majority Lender, and the Borrower shall immediately pay the principal and the interest of the Loan, the Break
Funding Costs and any other payment obligation that the Borrower owes pursuant to this Agreement in accordance with the provisions of Clause 16, whereby All Lenders’ Lending Obligations shall cease to be effective: 

  

	 	(i)	If the Borrower or the Guarantor has failed to perform its payment obligations when due, whether under this Agreement or not, payable to a Lender or the Agent in whole or in part;


  

 22 









	 	(ii)	If any matters described in the items of Clause 18 of this Agreement and Clause 2 of the Guarantee have been found to be untrue; 

  

	 	(iii)	Except for the cases described in the preceding two items, if the Borrower or the Guarantor breached any of its obligations under this Agreement or the Guarantee, and such breach
has not been remedied for five (5) or more Business Days; 

  

	 	(iv)	If any order or notice of attachment (sashiosae), provisional attachment (kari-sashiosae), preservative attachment (hozen-sashiosae), or provisional disposition
(kari-shobun) (including similar procedure taken outside Japan) has been sent out or auction procedures (keibaitetuzuki) have been commenced with respect to anything that is the subject of collateral offered by the Borrower;


  

	 	(v)	If any order or notice of attachment (sashiosae) has been sent out or auction procedures (keibaitetuzuki) have been commenced with respect to anything that is the
subject of collateral offered to a financial institution (including the Lender) by the Guarantor; 

  

	 	(vi)	If any of the Borrower’s debts other than those under this Agreement has become due and payable; or if any of the Borrower’s guaranty obligations for the benefit of a
third party has become due and payable, and the Borrower is unable to perform such obligations (provided that the aggregate amount of such obligations shall exceed 200 million yen for this provision to apply); 

  

	 	(vii)	If any of the Guarantor’s pecuniary obligation other than those under this Agreement have not been performed within five Business Days after giving notice (provided that the
aggregate amount of a single pecuniary obligation shall exceed 1 billion yen for this provision to apply); 

  

	 	(viii)	Notwithstanding any matters described in the foregoing items, when the Borrower’s or the Guarantor’s business condition or financial condition has deteriorated, or when
there is a fear that the Borrower’s or the Guarantor’s business condition or financial condition will deteriorate and all of the Borrower’s obligation must be considered to have become default in order to preserve the rights and
benefits of the Lender; or 

  

	 	(ix)	If the Borrower or the Guarantor has suspended its business or received dispositions such as suspension of business or others from the competent government authority.


  

	22.3	 If the notice dispatched pursuant to Clause 22.2 has been delayed or has not been delivered to the Borrower due to fault of the Borrower or the Guarantor, all of
the Borrower’s debts under this Agreement shall become due and payable by the time such request or notice should have been delivered, and the Borrower shall immediately pay the principal and the interest of the Loan, the Break Funding Costs




  

 23 









	 	 
and any other payment obligations that the Borrower owes pursuant to this Agreement, in accordance with the provisions of Clause 16, whereby All
Lenders’ Lending Obligations shall cease to be effective. 


  

	22.4	If a Lender has become aware of the occurrence of any events described in the items of Clauses 22.1 or 22.2 with respect to the Borrower or the Guarantor, the Lender shall
immediately notify the Agent of such occurrence, and the Agent shall notify all other Lenders of the occurrence of such events. 

  

	23.	SET-OFF; EXERCISE OF FLOATING SECURITY INTERESTS 

  

	23.1	When the Borrower is required to perform its obligations to a Lender upon their due date, upon acceleration or otherwise, (a) the Lender may set off the receivables it has against
the Borrower under this Agreement against its deposit obligations or other obligations (including all kinds of obligations under an agreement for insurance) owed to the Borrower whether or not such obligations are due and payable, regardless of
Clause 16.2, and (b) the Lender may also omit giving prior notice and following established procedures, may take the deposited amount on behalf of the Borrower, and apply this amount to the payment of obligations. The interest, the Break Funding
Cost and default interest and others for the receivables and obligations involved in such a set-off or application to payment shall be calculated up to the time of such calculation, and in such calculation, the interest rate and default interest
rate shall be in accordance with each agreement, and the foreign exchange rate at the time such calculation is made, as reasonably determined by the Lender, shall be applied. If the amount to be set-off or applied to payment is not sufficient to
extinguish all of the Borrower’s debts, the Lender may apply such set-off amount in the order and method it deems appropriate, and the Borrower shall not object to such application. 

  

	23.2	The Borrower may, upon the Due Date of payment of the Loan, and if it is necessary for the Borrower to preserve its deposit receivables or any other receivables (including all kinds
of receivables under an agreement for insurance) that it has against a Lender that became due, set off such receivables against its obligations owed to the Lender under this Agreement, regardless of Clause 16.2. In this case, the Borrower shall give
written set-off notice to the Lender and immediately submit to the Lender the receivable certificates for the deposit receivables or other receivables being set-off and the passbook impressed with the seal of the seal impression submitted. The
interest and default interest for the receivables and obligations involved in such a set-off shall be calculated up to the day of receipt of such set-off notice, and in such calculation, the interest rate and default interest rate shall be figured
in accordance with each agreement, and the foreign exchange rate at the time such calculation is made, as reasonably determined by the Lender, shall be applied. If the Borrower’s receivables to be set-off are not sufficient to extinguish all of
its debts, the Borrower may apply such set-off amount in the order and method it deems appropriate. Provided, however, that if the Borrower does not instruct such order or method, any such amounts may be applied in the order and method deemed
appropriate by each Lender, and the Borrower shall not object to such application. 

  

 24 









	23.3	When the Borrower is required to perform its obligations to a Lender when due or upon acceleration or otherwise, the Lender may exercise its floating security interest (the
“Exercise of Floating Security”) over the receivables against the Borrower under this Agreement, regardless of Clause 16.2. 

  

	23.4	If a set-off is performed pursuant to Clause 23.1 or 23.2 above, or if the Exercise of floating security interest is carried out pursuant to Clause 23.3, the Lender in the case
described in Clauses 23.1 and 23.3 and the Borrower in the case described in Clause 23.2 shall immediately notify the Agent of the details thereof in writing. If any damage, loss, or expenses are incurred by the Lender or the Agent due to delay of
such notice without any reasonable cause, either the Lender or the Borrower who has failed to give such notice shall bear such damages. 

  

	24.	ARRANGEMENTS AMONG LENDERS 

  

	24.1	If a set-off is performed by a Lender pursuant to Clause 23.1 (such Lender, hereafter, a “Set-off Initiating Lender”), the Lender shall make arrangements for each
Individual Loan subject to the set-off (such Individual Loan, in this Clause 24.1, a “Set-off Individual Loan”) by way of assigning receivables pursuant to the procedures described in the items below: 

  

	 	(i)	The Agent shall calculate each amount (the “Intended Distribution Amount”) that the Lender (hereafter in this Clause 24.1, the “Remaining Lender”), who has made
the Individual Loan (other than the Set-off Individual Loan) (hereafter in this Clause 24.1, the “Remaining Individual Loan”) should have received pursuant to Clauses 17.1 through 17.4 assuming that the amount of debt obligations in
relation to a Set-off Individual Loan, which has been extinguished due to the performance of a set-off, had been paid to the Agent. 

  

	 	(ii)	The Set-off Initiating Lender shall purchase from the Remaining Lender the loan receivables of the amount equivalent to the Intended Distribution Amount from and among the Remaining
Individual Loan at their face value; provided, however, that the Remaining Lender may refuse such sale. 

  

	 	(iii)	If the assignment under the immediately preceding item is made, the Remaining Lender shall, at its own expense, notify the Borrower immediately after the assignment by a document
bearing a confirmed date (kakutei-hizuke) pursuant to Article 467 of the Civil Code. 

  

	24.2	If a set-off is performed by the Borrower against a Lender pursuant to Clause 23.2 (such Lender, hereafter, a “Set-off Receiving Lender”), only if a Lender other than the
Set-off Receiving Lender requests, the Lender shall make arrangement for each Individual Loan subject to the set-off (such Individual Loan, in this Clause 24.2, a “Set-off Individual Loan”) by way of assigning receivables pursuant to the
procedures described in the items below: 

  

	 	(i)	 The Agent shall calculate each Intended Distribution Amount that the Lender (hereafter in this Clause 24.2, the “Remaining Lender”), who has made the
Individual Loan (other than the Set-off Individual Loan) (hereafter in this Clause 24.2, the “Remaining Individual Loan”) should have received 



  

 25 









	 	 
pursuant to Clauses 17.1 through 17.4 assuming that the amount of debt obligations in relation to a Set-off Individual Loan, which has been extinguished due
to the performance of a set-off, had been paid to the Agent. 


  

	 	(ii)	The Set-off Receiving Lender shall purchase from the Remaining Lender the loan receivables of the amount equivalent to the Intended Distribution Amount from and among the Remaining
Individual Loan at their face value. 

  

	 	(iii)	If the assignment under the immediately preceding item is made, the Remaining Lender shall, at its own expense, notify the Borrower immediately after the assignment by a document
bearing a confirmed date (kakutei-hizuke) pursuant to Article 467 of the Civil Code. 

  

	24.3	If a Lender exercises its floating security interest pursuant to Clause 23.3, or if a Lender receives any repayment of debt obligations it has against the Borrower under this
Agreement with respect to its floating security interest as a result of any compulsory execution or exercise of security interest through a foreclosure by a third party, the assignment of receivables described in Clause 24.1 will not be performed.
Provided, however, that if a Lender exercises its security interest of the security established by the Borrower’s violation of the provisions of Clause 19.2, or if a Lender receives any repayment of debt obligations it has against the Borrower
under this Agreement based on such security interest, the Lender shall assign receivables pursuant to the provisions of Clause 24.1 above. 

  

	24.4	The provisions of Clause 24.1 shall apply to the cases where a Lender receives any repayment of debt obligations it has against the Borrower under this Agreement as a result of
compulsory execution or exercise of security interest (excluding any security interest offered upon consent pursuant to the proviso of Clause 19.2 and Clause 20) through foreclosure by the Lender’s petition with respect to certain assets of the
Borrower (hereafter, in this Clause 24.4, the “Compulsory Execution”), or as a result of the Lender requesting a distribution in relation to the Compulsory Execution by any third party. Provided, however, that upon applying the provisions
of Clause 24.1, the amount equal to any expenses arising from its performance of Compulsory Execution (including attorney’s fees) or any expenses arising from its request for a distribution in relation to the Compulsory Execution by any third
party (including attorney’s fees) shall belong to the Lender, and the Agent shall calculate the Intended Distribution Amount assuming that the amount of any proceeds earned as a result of the Compulsory Execution, less such expenses, were paid
to the Agent. 

  

	25.	RIGHTS AND DUTIES OF THE AGENT 

  

	25.1	The Agent shall, pursuant to the entrustment by All Lenders, perform the Agent Services and exercise rights for the benefit of All Lenders, and shall exercise the rights which, in
the Agent’s opinion, are ordinarily necessary or appropriate, upon performing the Agent Services. The Agent shall not be liable for the duties other than those expressly specified in each provision of this Agreement, nor shall be liable for any
non-performance of obligations by the Lenders under this Agreement. The Agent shall be an agent of the Lenders and, unless otherwise provided, shall never act as an agent of the Borrower. 

  

 26 









	25.2	The Agent may rely upon any communication, instrument and document that has been delivered between appropriate persons and has been signed or has the name and seal attached by such
appropriate persons and believed by the Agent to be true and correct, and may act in reliance upon any written opinion or explanatory letter of experts appointed by the Agent within the reasonably necessary extent in relation to this Agreement.


  

	25.3	The Agent shall perform its duties and exercise its authorities provided for in this Agreement with the due care of a good manager. 

  

	25.4	Neither the Agent nor any of its directors, employees or agents shall be liable to the Lenders for any acts or omissions conducted by the Agent pursuant to, or in connection with
this Agreement, except for its or their willful misconduct or gross negligence. The Lenders (other than Lenders who act as the Agent) shall jointly and severally indemnify the Agent for any and all liabilities, damages, losses and expenses
(including, without limitation, any expenses paid to avoid or minimize any damages or losses and paid in order to recover any damages or losses (including attorney’s fees)) incurred by the Agent in the course of the performance of its duties
under this Agreement, to the extent not reimbursed by the Borrower, and only for the amount outstanding after deducting the portion for which the Agent should contribute, calculated pursuant to the Agent’s Participation Ratio. Provided,
however, that if any of the Lenders cannot perform the indemnity for which it is liable, the Agent’s Participation Ratio shall be figured by dividing the Agent’s Participation Ratio by the aggregate of the Participation Ratio of the
Lenders other than such non-indemnifying Lenders. 

  

	25.5	The Agent shall not be liable for the validity of this Agreement, nor shall guarantee any matters represented by the parties in this Agreement. The Lenders shall enter into, and
conduct transactions contemplated in, this Agreement at its sole discretion by conducting investigations as to the necessary matters including creditworthiness of the Borrower on the basis of the documents, information and other data as it has
deemed appropriate. 

  

	25.6	In cases where the Agent is also acting as a Lender, the Agent shall have the same rights and obligations as each other Lender, irrespective of the Agent’s obligations under
this Agreement. The Agent may engage in commonly accepted banking transactions with the Borrower other than under this Agreement. In this case, the Agent shall not be required to disclose to other Lenders the information in relation to the Borrower
it has obtained through the transactions with the Borrower other than under this Agreement, nor shall the Agent be required to distribute to other Lenders any money it has received from the Borrower through transactions with the Borrower other than
under this Agreement. (Any information that has been disclosed to the Agent by the Borrower shall be, unless expressly identified as being made in relation to this Agreement, deemed disclosed in relation to the transactions with the Borrower other
than under this Agreement, and the Agent shall not be required to disclose any of the same to other Lenders.) 

  

	25.7	 In cases where the Agent is also acting as a Lender, the calculation of the amounts to be distributed to each Lender pursuant to the provisions of Clause 17 shall
be made in accordance with the following: (i) for amounts to be distributed to each Lender 



  

 27 









	 	 
other than the Agent, any amount less than one yen shall be rounded down, and (ii) for amounts to be distributed to a Lender who is also appointed as the
Agent shall be the difference between the aggregate of the amounts to be distributed to All Lenders and the aggregate of the amounts distributed to other Lenders. 


  

	25.8	Except for the cases under Clause 25.7, all calculations of fractions less than one yen that are required under this Agreement shall be made in the manner the Agent deems
appropriate. 

  

	25.9	If the Agent receives any notice from the Borrower which is required to be given to each Lender in relation to this Agreement, the Agent shall immediately inform All Lenders of the
details of such notice, or if the Agent receives any notice from a Lender which is required to be given to the Borrower or other Lenders, the Agent shall immediately inform the Borrower or All Lenders, as the case may be, of the details of such
notice. The Agent shall make any documents, which the Agent has obtained from the Borrower and has kept, available for review by a Lender during the ordinary business hours. 

  

	26.	RESIGNATION AND DISMISSAL OF THE AGENT 

  

	26.1	The resignation of the Agent shall follow the procedures described below: 

  

	 	(i)	The Agent may resign its position as the Agent by giving written notice to All Lenders and the Borrower; provided, however, that such resignation shall not become effective until a
successor Agent is appointed and such successor accepts such appointment. 

  

	 	(ii)	If the Agent gives notice pursuant to the preceding item, the Majority Lenders may appoint a successor Agent upon obtaining consent from the Borrower. 

  

	 	(iii)	If a successor Agent is not appointed by the Majority Lenders within thirty (30) days (including the same day of notice) after the notice of resignation is given as described in
Item (i) above, or if the entity being appointed by the Majority Lenders as a successor Agent does not accept its assumption of the office of the Agent, the Agent in office at that time shall, upon obtaining consent form the Borrower, appoint a
successor Agent on behalf of the Majority Lenders. 

  

	26.2	The dismissal of the Agent shall follow the procedures described below: 

  

	 	(i)	The Majority Lenders may dismiss the Agent by giving written notice thereof to each of the other Lenders, the Borrower, and the Agent; provided, however, that such dismissal shall
not become effective until a successor Agent is appointed and such successor accepts such appointment. 

  

	 	(ii)	If the Majority Lenders gives notice pursuant to the preceding item, the Majority Lenders may appoint a successor Agent upon obtaining consent from the Borrower.


  

 28 









	26.3	If the entity appointed as the successor Agent pursuant to Clause 26.1 or 26.2 accepts the assumption of the office, the former Agent shall deliver to the successor Agent all
documents and the materials it has kept as the Agent under this Agreement, and shall give all the support necessary for the successor Agent to perform the duties of the Agent under this Agreement. 

  

	26.4	The successor Agent shall succeed to the rights and obligations of the former Agent under this Agreement, and the former Agent shall, at the time of the assumption of office by the
successor Agent, be exempted from all of its obligations as the Agent; provided, however, that the provisions of this Agreement relevant to any actions (including omissions) conducted by the former Agent during the period it was in office shall
remain in full force and effect. 

  

	27.	CLARIFICATION OF THE INTENTION OF THE MAJORITY LENDERS 

  

	27.1	The clarification of the intention of the Majority Lenders shall follow the procedures described below: 

  

	 	(i)	If a Lender deems that any event which requires the instructions of the Majority Lenders in this Agreement has occurred, such Lender may give notice to the Agent to request the
clarification of the intention of the Majority Lenders. 

  

	 	(ii)	The Agent shall, upon receipt of a notice described in the preceding item, immediately give to All Lenders notice to seek the clarification of the intention of the Majority Lenders.


  

	 	(iii)	Each Lender shall, upon receipt of the notice described in the preceding item, make its decision on the relevant event and inform the Agent of such decision within three (3)
Business Days after the receipt. 

  

	 	(iv)	If a decision of the Majority Lenders is made pursuant to the preceding three items, the Agent shall immediately notify the Borrower and All Lenders of such decision as the
instruction by the Majority Lenders. 

  

	27.2	If the Agent deems that any event which requires the clarification of the intention of the Majority Lenders occurs, other than in the case of Clause 27.1, the Agent may give to All
Lenders notice to seek such clarification. In such case, procedures to be taken after giving the notice shall follow the provisions of Items (ii) through (iv) of Clause 27.1. 

  

	28.	AMENDMENT TO THIS AGREEMENT 

  
 This Agreement may be amended in the case agreed upon in writing by the Borrower, the Guarantor, the Majority Lenders, and the Agent. Provided, however,
that the agreement in writing by the Borrower, the Guarantor, All Lenders, and the Agent shall be required to amend the following matters which materially affect the right and obligation of the Lender; 
  

	 	(i)	the amendment to and waiver of the precedent condition set forth in Clause 4 and Clause 5. 

  

 29 









	 	(ii)	the addition and expansion of the obligation of the Lender. 

  

	 	(iii)	the reduction of the amount of the principal and interest of the Individual Loan and other amount paid by the Borrower under this Agreement. 

  

	 	(iv)	the postponement of the payment date of the principal and interest of the Individual Loan and other obligation of the Borrower under this Agreement. 

  

	 	(v)	the decrease of the Spread or the Applicable Interest Rate set forth in the Clause 1. 

  

	 	(vi)	the change of the percentage for determining the Majority Lenders set forth in Clause 1. 

  

	 	(vii)	the change of the restrictions on collateral set forth in Clause 20 

  

	 	(viii)	the change of the financial restrictions set forth in Clause 21 

  

	 	(ix)	the change of the event of default set forth in Clause 22 

  

	 	(x)	the amendment to Clause 28. 

  

	 	(xi)	any other material matter that the Agent finds it as diminishing the ability to perform the right or obligation of the Lender, or increasing the obligation of the Lender.


  

	29.	ASSIGNMENT OF LOAN RECEIVABLES 

  

	29.1	The Lender may assign its Loan Receivables in the event that prior written consent by the Borrower and the Agent (except for the assignment of the Loan Receivables set forth in
Clause 24) is obtained and all requirements described in each item below are satisfied. The Borrower and the Agent may not unreasonably refuse to such assignment. The Assignor and the Assignee shall perfect the assignment against the third parties
and the obligor regarding the assignment of receivables promptly after the assignment as of the date of the assignment. In this case, the Assignor and Assignee shall, under their joint name, and the Borrower shall, in its sole name, notify the Agent
of the fact that such assignment was made without delay. In the case an assignment of the Loan Receivables has occurred pursuant to this Clause 29.1, the Assignee shall be treated as a Lender upon applying each provision in relation to the Loan
Receivables under this Agreement. 

  

	 	(i)	The Assignee agrees that the Loan Receivables it has succeeded to will be bound upon by each provision in relation to the Loan Receivables under this Agreement. (The Assignee shall
not bear any Lending Obligations.) 

  

	 	(ii)	 The Assignee is a company located in Japan (any of the head office, branch office or business office thereof shall be established in Japan and be registered under
the Japanese laws), and is either a financial institution 



  

 30 









	 	 
(bank, insurance company or institutional investor etc.) or a special purpose company established for the purpose of securitization of assets (or so called
liquidation of assets (shisan-no-ryudoka) under the Japanese law). 


  

	 	(iii)	If the assignment is made in divided portions of the Loan Receivables, the value of each Loan Receivables after such division is equal to or more than 1 billion yen.


  

	 	(iv)	No withholding tax or other taxes arise from the assignment, and there will be no increase in the amount of the Borrower’s interest expense payable to the Assignee.


  

	29.2	All expenses incurred from the assignment set forth in Clause 29.1 shall be borne by the Assignor or the Assignee, as the case may be. The provision of Clause 9 shall apply with
respect to any Increased Costs incurred after the assignment. The Assignor or the Assignee shall pay to the Agent, by the actual date of such assignment, the amount of 500,000 yen per Assignee, together with applicable consumption tax, as
consideration for administrative duties performed in connection with the assignment. 

  

	30.	COLLECTION FROM THIRD PARTY 

  

	30.1	No repayment of the Borrower’s debt obligations under this Agreement by any party other than the Borrower is allowed, unless it obtains prior written consent from the Agent and
All Lenders. 

  

	30.2	The Borrower shall not, on or after the date of this Agreement, consign any third party to guarantee (including any guarantee by property) the Borrower’s performance of its
debt obligations under this Agreement, nor shall the Borrower make any third party assume its debt obligations under this Agreement, unless it obtains prior written consent from the Agent and All Lenders. 

  

	30.3	If a Lender enters into a guarantee without consignment to the Guarantor by the Borrower (including any property guarantee) or a debt assumption with any third party with respect to
the Borrower’s obligations under this Agreement, the Lender shall have obtained prior written consent of the third party with respect to each item described below. In this case, if the Lender receives any repayment from the third party pursuant
to such guarantee or debt assumption, no arrangement among the Lenders pursuant to the assignment of receivables under Clause 24.1 shall be made. 

  


	 	(i)	The third party shall have the same obligations as a Lender has against the Agent, other Lenders and the Borrower under this Agreement with respect to any exercise of its right for
recourse and the contractual rights hereunder arising as a result of the performance of its guarantee obligation. 

  

	 	(ii)	The third party shall be bound upon by each provision of this Agreement. 

  

	 	(iii)	 The third party is a company located in Japan (any of the head office, branch office, or business office thereof shall be established in Japan and be registered
under the Japanese laws), and is a financial institution (bank, 



  

 31 









	 	 
insurance company or institutional investor etc.) or a special purpose company established for the purpose of securitization of assets (or so called
liquidation of assets (shisan-no-ryudoka) under the Japanese law), and as of September 25, 2003, neither the third party nor the Borrower is the Subsidiary or the Affiliate of either party. 


  

	 	(iv)	The value of the Loan Receivables that the third party obtains by subrogation is equal to or more than 1 billion yen. 

  

	 	(v)	There will be no increase in the amount of the Borrower’s interest expense payable to the third party, and no withholding tax or other taxes arise from any such obtainment by
subrogation. 

  
 In the case of any acquisition of
the Loan Receivables by subrogation by the third party pursuant to the provisions of Item (i) above, such acquisition by subrogation shall be considered an assignment of the Loan Receivables pursuant to Clause 29, and the provisions of Clauses 29.2
shall apply. 
  

	31.	TERMINATION OF THIS AGREEMENT 

  
 If the execution and performance of this Agreement and any transactions contemplated under this Agreement become contrary to any Laws and Ordinances
applicable to any Lender, the Lender shall consult with the Borrower and all other Lenders through the Agent and take measures to cure the situation. In this case, the Borrower and All Lenders excluding the relevant Lender may not refuse the
termination of this Agreement with respect to the relevant Lender without reasonable cause. 
  

	32.	GENERAL PROVISIONS 

  

	32.1	Confidentiality Obligations 

  
 The Borrower shall raise no objection to the disclosure of information set forth in each item below: 
  

	 	(i)	If the notice of refusal to make an Individual Loan has been given pursuant to the provisions of Clause 7.1, or if any of the events described in the items of Clause 22.1 or 22.2
have occurred, or if the clarification of the intention of the Majority Lenders has been required pursuant to the provisions of Clause 27, the Agent and a Lender may, by imposing a confidentiality obligation to the receiving party, disclose any
information with regard to the Borrower or the transaction with the Borrower, which either party has obtained through this Agreement or an agreement other than this Agreement, to the extent reasonably required. 

  

	 	(ii)	 Upon the assignment of the Loan Receivables pursuant to Clause 29, a Lender may disclose any information with regard to this Agreement to the Assignee or a person
considering becoming an Assignee (including an intermediary of such assignment), on the condition that those agree to be bound by the confidentiality obligations. The information with regard to 



  

 32 









	 	 
this Agreement in this item shall mean any information regarding the Borrower’s credit that has been obtained in connection with this Agreement, any
information regarding the contents of this Agreement and other information incidental thereto, and any information regarding the contents of the Loan Receivables to be assigned and other information incidental thereto, and shall not include any
information regarding the Borrower’s credit that has been obtained in connection with any agreement other than this Agreement. 


  

	32.2	Risk Bearing; Exemption, Compensation, and Indemnification 

  

	 	(i)	If any documents furnished by the Borrower to the Agent or each Lender have been lost, destroyed, or damaged for any unavoidable reasons such as incidents or natural disasters, the
Borrower shall, upon consultation with the Agent, perform its obligations under this Agreement based on the records, such as books and vouchers, of the Lender or the Agent. The Borrower shall, upon request of the Agent or a Lender through the Agent,
forthwith prepare substitute documents and furnish them to the Agent or the Lender through the Agent. 

  

	 	(ii)	If each Lender or the Agent performs transactions after comparing, with due care, the seal impression of the representative and agent of the Borrower to be used for the transactions
in relation to this Agreement with the seal impression submitted by the seal submitted by the Borrower in advance, the Borrower shall bear any damages, loss or expenses incurred as a result of an event such as forgery, alteration, or theft of seal.


  

	 	(iii)	The Borrower shall bear any damages, loss and expenses arising with respect to a Lender or the Agent as a result of the Borrower’s breach of this Agreement or as a result of a
Lender not performing indemnity pursuant to the provisions of Clause 25.4. 

  

	32.3	Severability 

  
 Should any provision of this Agreement be held null, illegal, or unenforceable, validity, legality and enforceability of all other provisions shall in no
way be prejudiced or affected. 
  

	32.4	Exceptions to the Application of the Bank Transactions Agreement 

  
 The Agreement on Bank Transactions separately submitted by the Borrower or made and entered into by and between the Borrower and a Lender shall not apply
to this Agreement and the transactions contemplated in this Agreement. 
  

	32.5	Notices 

  

	 	(i)	Any notice under this Agreement shall be made in writing expressly stating that it is made for the purpose of this Agreement, and given by any of the methods described in (a) to (d)
below to the address of the receiving party described in Schedule ONE. Each party to this Agreement may change its address by giving notice thereof to the Agent. 

  

	 	(a)	Personal delivery; 

  

 33 









	 	(b)	Registered mail or courier service; 

  

	 	(c)	Transmission by facsimile; or 

  

	 	(d)	E/X (only for any notice among Lenders and the Agent). 

  

	 	(ii)	The notice pursuant to the preceding item shall be deemed to have been delivered at the time, in the case of transmission by facsimile, when receipt of facsimile is confirmed, and
in the case of any other methods, when actually received. 

  

	32.6	Changes in Notified Matters 

  

	 	(i)	In the case of changes in the matters of which a Lender or the Borrower notified to the Agent, such as the trade name, representative, agent, signature, seal, or address, the Lender
and the Borrower shall immediately notify the Agent of such changes in writing. In the case of any such change to the Agent, or upon such change to any contact information of the Borrower or the Lenders, the Agent shall immediately notify All
Lenders and the Borrower of such changes in writing. 

  

	 	(ii)	If notice given under this Agreement is delayed or not delivered as a result of the failure to notify as described in the preceding item, such notice shall be deemed to have arrived
at the time when it should have normally arrived. 

  

	32.7	Funds Transfer 

  

	 	(i)	Any settlement of funds between the Agent and the Lender shall be made through National Bank Data Communication System (“Zengin System”), and if the Lender desires to make
such settlement through Bank of Japan Data Communication System (“Nichigin Net”), the relevant Lender shall consult with the Agent in advance. Provided, however, that if the Lender is not a member of Zengin System, the settlement of funds
shall be made with the bank account established at a bank which is a member of Zengin System. In such case, the Lender shall designate the bank which is a member of Zengin System. 

  

	 	(ii)	The party who shall make the transfer the funds, as provided in the preceding item, shall bear any costs in connection therewith. 

  

	32.8	Calculation 

  
 Unless otherwise expressly provided for with respect to any calculation under this Agreement, all calculation shall be inclusive of first and last day, on a per diem basis assuming that there are 365 days per year,
wherein the division shall be done at the end of the calculation, and fractions less than one yen shall be rounded down. 
  

 34 









	32.9	Preparation of the Notarized Deed 

  
 The Borrower shall, at any time upon the request of the Agent or the Majority Lender, take the necessary procedures to entrust a notary public to execute
a notarized deed in which the Borrower acknowledges its indebtedness under this Agreement and agrees to compulsory execution with regard thereto. 
  

	32.10	Governing Law and Jurisdiction 

  
 This Agreement shall be governed by the laws of Japan, and the Tokyo District Court shall have the exclusive jurisdiction over any disputes arising in
connection with this Agreement. 
  

	32.11	Language 

  
 This Agreement shall be prepared in the Japanese language and the Japanese language version shall be deemed the original copy. The Agent shall prepare the English translation of this Agreement, however, the Agent does
not warrant the truthfulness and correctness of such translation and is not responsible for the truthfulness and correctness. 
  

	32.12	Consultation 

  
 Any matters not provided for in this Agreement, or in the case of any doubt among the parties with respect to the interpretation, the Borrower and the
Lenders shall consult through the Agent and shall determine the response therefor. 
  

 35 








 IN WITNESS WHEREOF, the representatives or the agents of the parties hereto have caused this Agreement to be signed and
sealed herein, and the Agent has kept the original and has distributed a copy thereof to each of the Borrower, the Guarantor and All Lender upon confirming that such copy is the same content as its original. 
  
 September 25, 2003 
  

			
	THE BORROWER:
		
	By:	 	 /s/    SHINJI SUZUKI

	 	 	



  

			
	THE AGENT AND THE LENDER:
		
	By:	 	 /s/    HIROSHI SAITO

	 	 	

	 	 	 MIZUHO CORPORATE BANK, LTD.



  

			
	 THE LENDER:

		
	By:	 	 /s/    TOMIJIRO MORITA

	 	 	

	 	 	 THE DAI-ICHI MUTUAL LIFE INSURANCE
 COMPANY



  

			
	 THE LENDER:

		
	By:	 	 /s/    JYUNICHI HATTORI

	 	 	

	 	 	 SHINKIN CENTRAL BANK.



  

			
	 THE LENDER:

		
	By:	 	 /s/    SHINOBU SUZUKI

	 	 	

	 	 	 THE BANK OF YOKOHAMA, LTD.



  

 36 








 SCHEDULE ONE 
  
 Address of the Parties and the Participation Amount of the Lender 
  
 Part I - The Borrower 
  

					
	 Borrower

 and department thereof

	  	 Address

	  	 Telephone

 Facsimile


	FASL JAPAN LIMITED	  	 4-33, Nishi-Shinjuku 4-chome,
 Shinjuku-ku, Tokyo 160-0023
	  	 Tel: 03-5302-2200
 Fax: 03-5302-2674

	
	Part II - The Agent
			
	 Agent

 and department thereof

	  	 Address

	  	 Telephone
Facsimile


	 Mizuho Corporate Bank, Ltd.
 Syndicated
Finance
 Administration Division
	  	 3-3, Marunouchi 1-chome, Chiyoda-
 ku, Tokyo 100-8210
	  	 Tel: 03-5200-7085
 Fax:
03-3201-0704


  
 Part III - The
Lenders 
  

							
	 Lender
and department
thereof

	  	 Address
Telephone
Facsimile

	  	 Detail of Lender’s
Account

	  	 Participation
Amount
(Yen)

 Participation
Ratio (%)


	 Mizuho Corporate
 Bank, Ltd.
 Uchisaiwaicho
 Corporate Banking
 Division
	  	 1-5, Uchisaiwaicho 1-chome,
 Chiyoda-ku, Tokyo 100-0011
 Tel: 03-3596-5644
 Fax: 03-3596-5691
	  	 	  	 90 Billion Yen
 90/180

				
	 The Dai-ichi Mutual
 Life Insurance

Company
	  	 13-1, Yurakucho 1-chome,
 Chiyoda-ku, Tokyo
100-8411
 Tel: 03-5221-4049
 Fax: 03-5211-4048
	  	 Mizuho Corporate Bank, Ltd.
 Head
Office
 Current deposit (toza
 yokin)
 Account Number:
 [***]*
 Account Holder:
 The Dai-ichi Mutual
 Life Insurance Company
	  	 50 Billion Yen
 50/180




	*	Confidential treatment has been requested pursuant to the Confidential Treatment Request dated November 26, 2003. 

  










							
	 Shinkin Central
 Bank.
	  	 8-1, Kyobashi 3-chome,
 Chyuo-ku, Tokyo 104-0031
 Tel:03-3563-7505
 Fax:03-3563-5437
	  	 Shinkin Central Bank.
 Head Office
 Others
 Account Number: [***]*
 Account Holder:
 Business
 Administration &
 Operations Division
	  	 30 Billion Yen
 30/180

				
	The Bank of
Yokohama, Ltd.
Tokyo Branch	  	 8-2, Nihonbashi 2-chome,
Chyuo-ku, Tokyo 103-0027
Tel:03-3272-4171
Fax:03-3272-0850
	  	 The Bank of Yokohama, Ltd.
 Tokyo
Branch
 Special deposit
 (betsudan yokin)
 Account Number: [***]*
 Account Holder:
 FASL JAPAN
 LIMITED Syndicate Loan
	  	 10 Billion Yen
 10/180

				
	 	  	 	  	Total	  	 180 Billion Yen
 100.0%


  
 The Participation Ratio described
above is the Participation Ratio at the time of entering into this Agreement, and it may be amended pursuant to the provisions of this Agreement. 


	*	Confidential treatment has been requested pursuant to the Confidential Treatment Request dated November 26, 2003. 

  









 SCHEDULE TWO 
  
 Repayment Schedule 
  

			
	 The Repayment Date and the
Interest Payment Date

	  	 The repayment amount of the
principal


	December 31, 2003	  	\1,200,000,000
	March 31, 2004	  	\1,200,000,000
	June 30, 2004	  	\1,200,000,000
	September 30, 2004	  	\1,200,000,000
	December 31, 2004	  	\1,200,000,000
	March 31, 2005	  	\1,200,000,000
	June 30, 2005	  	\1,200,000,000
	September 30, 2005	  	\1,200,000,000
	December 31, 2005	  	\1,200,000,000
	March 31, 2006	  	\1,200,000,000
	June 30, 2006	  	\1,200,000,000
	September 30, 2006	  	\1,200,000,000
	December 31, 2006	  	\1,200,000,000
	March 31, 2007	  	\1,200,000,000
	June 29, 2007	  	\1,200,000,000

  









 SCHEDULE THREE 
  
 Spread 
  

															
	 The Guarantor’s
rating of long-term
obligation by
Moody’s

	  	 (billions of yen)


	  	 The Borrower’s non-consolidated net asset value (as
of fiscal-end)


	  	 Less
than 65

	  	 65 or
 more - less
 than 67.5

	  	 67.5 or
 more - less
 than 70

	  	 70 or
 more - less
 than 72.5

	  	 72.5 or
 more - less
than 75

	  	 75 or
 more - less
than 85

	  	 85 or more


	Aa3 or higher	  	1.400	  	0.900	  	0.800	  	0.700	  	0.600	  	0.525	  	0.400
	A3-A1	  	1.900	  	1.150	  	1.025	  	0.900	  	0.775	  	0.650	  	0.525
	Baa2-Baa1	  	2.400	  	1.775	  	1.550	  	1.300	  	1.100	  	0.900	  	0.775
	Baa3	  	2.700	  	2.100	  	1.800	  	1.550	  	1.300	  	1.025	  	0.900
	Baa3 or lower	  	3.000	  	2.400	  	2.100	  	1.800	  	1.450	  	1.150	  	1.050

  
 (% as one unit) 
  

	1.	Spread for the first Interest Period shall be 0.900%, and spread for the second Interest Period and thereafter shall be determined by the Guarantor’s rating of long-term
obligation by Moody’s as of eleven (11) o’clock A.M. on the Second Business Day prior to the commencement date of the relevant Interest Period. Possible figures of spread for the second Interest Period and thereafter are shown in the above
chart. Figures for the Borrower’s non-consolidated net asset value shown in the above chart shall be the value as of the final day of each fiscal year-end, and the relevant spread will be applied to the next coming Interest Payment Date on June
30 every year. The spread applied to the Loan shall be applied to the whole relevant Interest Period, and will not be changed until the relevant Interest Period is ended. 

  

	2.	When the Guarantor discontinues obtaining the rating of the long-term obligation (including the case of removal or cancellation of such rating), the applicable spread shall be
decided by the consent of the Majority Lenders, the Borrower and the Guarantor upon the consultation among the all parties hereof. 

  

	3.	If the Guarantor can not ensure to keep the amount of capital described in each of its consolidate balance sheets as of each fiscal year-ends to 75 % or higher over that of the last
fiscal year and to not less than 526.7 billion yen (provided that if such amount of capital becomes less than 526.7 billion yen, the Guarantor shall be deemed to be default of this clause even if the amount of capital is 75% or higher over that of
the last fiscal year), 0.1% shall be added to the spread shown in the above chart. 

  









 SCHEDULE FOUR 
  
 Status of Establishment of Collateral (as of September 25, 2003) 
  
 Description of Security Interest by Assignment (Mortgage by Transfer)

  
 Locations: 6, 5-4, 5-11, 31-6, Kogyo Danchi, Monden-machi,
Aizu-Wakamatsu City 
  
 Building No. 1 ( JV#1 ) 
  

									
	 Asset No.

	  	 Product Name

	  	 Drawing No.

	  	 Manufacturer

	  	Acquisition Date


	 E39100001
	  	Ion implantation	  	E220	  	Tokyo Electron	  	199408
	 E39100002
	  	Ion implantation	  	E1000	  	Tokyo Electron	  	199408
	 E39100003
	  	Ion implanter	  	E220	  	Tokyo Electron	  	199508
	 E39100004
	  	Ion implanter	  	VIISION2 00	  	Tokyo Electron	  	199508
	 E39100005
	  	Ion implantation	  	E220HP	  	Tokyo Electron	  	199602
	 E39100006
	  	Ion implantation	  	VIISION 80	  	Tokyo Electron	  	199602
	 E39100007
	  	Ion implantation	  	E220	  	Tokyo Electron	  	199603
	 E39100008
	  	Ion implantation	  	VIISION 80	  	Tokyo Electron	  	199603
	 E39100009
	  	Ion implantation	  	E220	  	Tokyo Electron	  	199607
	 E39100010
	  	Ion implantation	  	VIISION80	  	Tokyo Electron	  	199607
	 E39100011
	  	Ion implantation	  	VIISION 80	  	Tokyo Electron	  	199703
	 E39100018
	  	Ion implantation	  	XR80	  	Applied Materials	  	199806
	 E39600014
	  	UV eraser	  	VUM-3359-C	  	Innotech	  	199708
	 E39600015
	  	UV eraser	  	VUM-3359-C	  	Innotech	  	199708
	 E39600016
	  	UV eraser	  	VUM-3359-C	  	Innotech	  	199708
	 E48100002
	  	Pilot asher	  	TCA-3822	  	Tokyo Ohka Kogyo	  	199408
	 E48100003
	  	ILD asher	  	TCA-3822	  	Tokyo Ohka Kogyo	  	199408
	 E48100005
	  	Stacked-gate etch	  	P-5090E (3CHB)	  	Applied Materials	  	199408
	 E48100006
	  	HF vapor etch	  	EXCALIBUR1200	  	M-FSI	  	199408
	 E48100007
	  	Asher	  	RAM-8500	  	MC Electronics	  	199409
	 E48100008
	  	Asher	  	RAM-8500	  	MC Electronics	  	199409
	 E48100009
	  	Asher	  	RAM-8500	  	MC Electronics	  	199409
	 E48100010
	  	Polysilicon	  	P-5020E	  	Applied Materials	  	199409
	 E48100011
	  	Silicon nitride	  	TE-8400	  	Tokyo Electron	  	199409
	 E48100012
	  	Silicon oxide etch	  	TE8500	  	Tokyo Electron	  	199409
	 E48100013
	  	Silicon oxide etch	  	TE8500	  	Tokyo Electron	  	199409
	 E48100016
	  	AL etcher	  	TCP-9600	  	Sumitomo Metals	  	199410
	 E48100017
	  	AL etcher	  	TCP-9600	  	Sumitomo Metals	  	199410
	 E48100021
	  	Asher	  	RAM-8500	  	MC Electronics	  	199505
	 E48100023
	  	Asher	  	RAM-8500	  	MC Electronics	  	199505
	 E48100025
	  	Asher	  	RAM-8500	  	MC Electronics	  	199509
	 E48100026
	  	Asher	  	RAM-8500	  	MC Electronics	  	199509
	 E48100027
	  	Asher	  	RAM-8500	  	MC Electronics	  	199509
	 E48100028
	  	W-etchback etch	  	TE8600	  	Tokyo Electron	  	199509
	 E48100030
	  	Stacked-gate etch	  	P-5090E (3CHB)	  	Applied Materials	  	199509
	 E48100031
	  	Asher	  	RAM-8500	  	MC Electronics	  	199509
	 E48100035
	  	AL etcher	  	TCP-9600	  	Lam Research	  	199512
	 E48100036
	  	ILD asher	  	TCA-3822	  	Tokyo Ohka Kogyo	  	199603
	 E48100037
	  	Silicon nitride etch	  	TE-8400	  	Tokyo Electron	  	199604
	 E48100038
	  	Silicon nitride etch	  	TE-8400	  	Tokyo Electron	  	199604
	 E48100039
	  	Silicon nitride etch	  	TE-8400	  	Tokyo Electron	  	199604
	 E48100040
	  	W-etchback etch	  	TE-8600	  	Tokyo Electron	  	199604
	 E48100042
	  	Asher	  	RAM-8500	  	MC Electronics	  	199605
	 E48100043
	  	Asher	  	RAM-8500	  	MC Electronics	  	199605

  










									
	 E48100044
	  	Asher	  	RAM-8500	  	MC Electronics	  	199605
	 E48100045
	  	Asher	  	RAM-8500	  	MC Electronics	  	199605
	 E48100046
	  	Polysilicon etcher	  	P-5090E (3CHB)	  	Applied Materials	  	199605
	 E48100047
	  	Polysilicon etcher	  	P-5090E (3CHB)	  	Applied Materials	  	199605
	 E48100048
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100049
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100050
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100051
	  	Silicon nitride etch	  	TE-8400	  	Tokyo Electron	  	199606
	 E48100052
	  	Silicon nitride etch	  	TE-8400	  	Tokyo Electron	  	199606
	 E48100053
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100055
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100056
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100057
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100058
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100059
	  	Silicon oxide etcher	  	UNITY85DATC (2CH+1)	  	Tokyo Electron	  	199606
	 E48100060
	  	Silicon oxide etcher	  	UNITY85DATC (2CH+1)	  	Tokyo Electron	  	199606
	 E48100061
	  	Silicon oxide etcher	  	UNITY85DATC (2CH+1)	  	Tokyo Electron	  	199606
	 E48100062
	  	Silicon oxide etcher	  	UNITY85D (2CH)	  	Tokyo Electron	  	199606
	 E48100063
	  	Silicon oxide etcher	  	UNITY85D (2CH)	  	Tokyo Electron	  	199606
	 E48100064
	  	Silicon oxide etcher	  	UNITY85D (2CH)	  	Tokyo Electron	  	199606
	 E48100065
	  	Asher	  	RAM-8500	  	MC Electronics	  	199606
	 E48100066
	  	Silicon oxide etcher	  	UNITY85D (2CH)	  	Tokyo Electron	  	199607
	 E48100067
	  	Polysilicon etcher	  	P-5090E (3CHB)	  	Applied Materials	  	199607
	 E48100068
	  	Polysilicon etcher	  	P-5090E (3CHB)	  	Applied Materials	  	199607
	 E48100069
	  	AL etcher	  	TCP-9600	  	Lam Research	  	199609
	 E48100070
	  	AL etcher	  	TCP-9600	  	Lam Research	  	199609
	 E48100071
	  	AL etcher	  	TCP-9600	  	Lam Research	  	199609
	 E48100072
	  	AL etcher	  	TCP-9600	  	Lam Research	  	199609
	 E48100073
	  	AL etcher	  	TCP-9600	  	Lam Research	  	199703
	 E48100075
	  	Poly etcher	  	TCP-9400	  	Lam Research	  	199703
	 E48100076
	  	Asher	  	RAM-8500	  	MC Electronics	  	199703
	 E48100077
	  	Asher	  	RAM-8500	  	MC Electronics	  	199704
	 E48100078
	  	Silicon oxide etcher	  	UNITY85DATC (2CH+1)	  	Tokyo Electron	  	199705
	 E48100107
	  	Etcher	  	CENTURA 5200 ETCH DPS	  	Applied Materials	  	199807
	 E48200001
	  	Wet station	  	WS-810	  	Dainippon Screen	  	199408
	 E48200002
	  	Wet station	  	WS-840	  	Dainippon Screen	  	199408
	 E48200003
	  	Wet station	  	WS-822	  	Dainippon Screen	  	199408
	 E48200004
	  	Wet station	  	WS-823	  	Dainippon Screen	  	199408
	 E48200005
	  	Wet station	  	WS-851	  	Dainippon Screen	  	199408
	 E48200006
	  	Wet station	  	WS-853	  	Dainippon Screen	  	199408
	 E48200007
	  	Wet station	  	WS-854	  	Dainippon Screen	  	199408
	 E48200008
	  	Wet station	  	WS-880	  	Dainippon Screen	  	199408
	 E48200009
	  	Isotropic etch	  	WS-860	  	Dainippon Screen	  	199408
	 E48200010
	  	Wet station	  	WS-821	  	Dainippon Screen	  	199508
	 E48200011
	  	Wet station	  	WS-852	  	Dainippon Screen	  	199508
	 E48200012
	  	Wet station	  	WS-825	  	Dainippon Screen	  	199603
	 E48200013
	  	Wet station	  	WS-827	  	Dainippon Screen	  	199603
	 E48200014
	  	Wet station	  	WS-852	  	Dainippon Screen	  	199603
	 E48200015
	  	Wet station	  	WS-851	  	Dainippon Screen	  	199603
	 E48200016
	  	Wet station	  	WS-852	  	Dainippon Screen	  	199603
	 E48200017
	  	Wet cleaner	  	MERCURY	  	M-FSI	  	199603
	 E48200018
	  	Wet cleaner	  	MERCURY	  	M-FSI	  	199603
	 E48200019
	  	Wet station	  	WS-825	  	Dainippon Screen	  	199604
	 E48200020
	  	Wet station	  	WS-826	  	Dainippon Screen	  	199604

  










									
	 E48200021
	  	Wet station	  	WS-852	  	Dainippon Screen	  	199604
	 E48200022
	  	Wet etch system	  	FWET	  	Dainippon Screen	  	199605
	 E48200023
	  	Wet station	  	WS-840	  	Dainippon Screen	  	199704
	 E48200040
	  	Mercury for CM	  	MERCURY	  	M-FSI	  	199806
	 E48200041
	  	Mercury for II	  	MERCURY WITH ROBOT	  	M-FSI	  	199806
	 E48300003
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199408
	 E48300004
	  	Plasma CVD system	  	CONCEPTONE-W	  	Seki Technotron	  	199408
	 E48300005
	  	Plasma CVD system	  	P-5000 (2CHB)	  	Applied Materials	  	199408
	 E48300008
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199505
	 E48300009
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199505
	 E48300011
	  	Plasma CVD system	  	P-5000 (2CHB)	  	Applied Materials	  	199510
	 E48300012
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199510
	 E48300013
	  	BPSG deposition system	  	APT-5800	  	CANON	  	199602
	 E48300014
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199603
	 E48300015
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199603
	 E48300016
	  	WSi deposition system	  	MB2-730	  	Tokyo Electron	  	199603
	 E48300017
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199603
	 E48300018
	  	BPSG deposition system	  	APT-5800	  	CANON	  	199603
	 E48300019
	  	Plasma CVD system	  	CONCEPT ONE	  	Seki Technotron	  	199603
	 E48300020
	  	BPSG deposition system	  	APT-5800	  	CANON	  	199604
	 E48300021
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199605
	 E48300022
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199605
	 E48300023
	  	Plasma CVD system	  	CONCEPT ONE-W	  	Seki Technotron	  	199607
	 E48300024
	  	BPSG deposition system	  	APT-5800 BPSG	  	CANON	  	199610
	 E48300025
	  	Plasma CVD system	  	P-5000 (3CHB)	  	Applied Materials	  	199703
	 E49100001
	  	Wet strip	  	WSST	  	Tokyo Electron	  	199408
	 E49100004
	  	Wet strip	  	WSST	  	Tokyo Electron	  	199505
	 E49100006
	  	Wet strip	  	WSST (2CHB)	  	Tokyo Electron	  	199511
	 E49100007
	  	Spray solvent tool	  	DUAL CHAMBER	  	Tokyo Electron	  	199603
	 E49100008
	  	Spray solvent tool	  	DUAL CHAMBER	  	Tokyo Electron	  	199603
	 E49200001
	  	Spin scrubber	  	SSW-80A-AR (2 lanes)	  	Dainippon Screen	  	199408
	 E49200002
	  	Spin scrubber	  	SSW 80A AVR (2 lanes)	  	Dainippon Screen	  	199408
	 E49200003
	  	Spin scrubber	  	SSW-80A-AR (2 lanes)	  	Dainippon Screen	  	199504
	 E49200004
	  	SOS coater	  	SC-W80A-AVG (BLQ)	  	Dainippon Screen	  	199511
	 E49200005
	  	Spin scrubber	  	SSW-80A-AVR	  	Dainippon Screen	  	199603
	 E49200006
	  	Spin scrubber	  	SSW-80A-AVR	  	Dainippon Screen	  	199603
	 E49200007
	  	Spin scrubber	  	SSW-80A-AVR	  	Dainippon Screen	  	199603
	 E49200008
	  	Spin scrubber	  	SSW-80A-AVR	  	Dainippon Screen	  	199603
	 E49200009
	  	Spin scrubber	  	SSW-80A-AVR	  	Dainippon Screen	  	199603
	 E49200011
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199703
	 E49200012
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199703
	 E49200013
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199706
	 E49200014
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199706
	 E49200015
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199706
	 E50100002
	  	Polisher	  	AVANTI472	  	Tokyo Electron	  	199512
	 E50100003
	  	Cleaner	  	MERCURY MP	  	M-FSI	  	199512
	 E50100008
	  	Polisher	  	AVANTI 472	  	Tokyo Electron	  	199603
	 E50100009
	  	Polisher	  	AVANTI472	  	Tokyo Electron	  	199708
	 E50100013
	  	CMP	  	STRB-6DS	  	SC Semicon Technology	  	199806
	 E51100002
	  	Sputtering system	  	ENDURA HP	  	Applied Materials	  	199408
	 E51100003
	  	Sputtering system	  	ENDURA HP	  	Applied Materials	  	199408
	 E51100005
	  	Sputtering system	  	ENDURA5500 HP	  	Applied Materials	  	199507
	 E51100006
	  	Back-grinder	  	DFG-840	  	Disco	  	199603
	 E51100007
	  	Sputtering system	  	ENDURA-5500-HP	  	Applied Materials	  	199604

  










									
	 E51100008
	  	Sputtering system	  	ENDURA-5500-HP	  	Applied Materials	  	199604
	 E51100009
	  	Sputtering system	  	ENDURA 5500 HP	  	Applied Materials	  	199605
	 E51100010
	  	Sputtering system	  	ENDURA 5500 HP	  	Applied Materials	  	199605
	 E51100012
	  	Back-grinder	  	DFG-840	  	Disco	  	199801
	 E52100001
	  	SOG system	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199408
	 E52100002
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199408
	 E52100003
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199408
	 E52100004
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199408
	 E52100005
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199408
	 E52100006
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199408
	 E52100007
	  	Quick rework	  	CLEANTRACK-MK7	  	Tokyo Electron	  	199408
	 E52100009
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199504
	 E52100012
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199507
	 E52100013
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199508
	 E52100016
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199508
	 E52100017
	  	SOG system	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199509
	 E52100018
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199509
	 E52100019
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199510
	 E52100020
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199511
	 E52100021
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199511
	 E52100022
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199512
	 E52100023
	  	Coater / developer	  	CLEANTRACK-MK8 AO	  	Tokyo Electron	  	199602
	 E52100024
	  	SOG system	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199603
	 E52100025
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199603
	 E52100026
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100027
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100028
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100029
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100030
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100031
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100032
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100033
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199604
	 E52100034
	  	Coater / developer	  	CLEANTRACKMARK-8	  	Tokyo Electron	  	199605
	 E52100035
	  	Coater / developer	  	CLEANTRACKMARK-8	  	Tokyo Electron	  	199605
	 E52100036
	  	Coater / developer	  	CLEANTRACKMARK-8	  	Tokyo Electron	  	199605
	 E52100037
	  	Coater / developer	  	CLEANTRACKMARK-8	  	Tokyo Electron	  	199605
	 E52100038
	  	Coater / developer	  	CLEANTRACKMARK-8	  	Tokyo Electron	  	199605
	 E52100039
	  	Coater / developer	  	CLEANTRACKMARK-8	  	Tokyo Electron	  	199605
	 E52100040
	  	SOG system	  	CLEANTRACK-MK8 Beta	  	Tokyo Electron	  	199607
	 E52100041
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199607
	 E52100042
	  	Coater / developer	  	CLEANTRACK-MK8	  	Tokyo Electron	  	199705
	 E52100048
	  	Coater / developer	  	CLEANTRACK-MK8 (TARC)	  	Tokyo Electron	  	199806
	 E52100049
	  	Coater / developer	  	CLEANTRACK-MK8 (TARC)	  	Tokyo Electron	  	199806
	 E60100011
	  	Process gas monitor	  	RGA	  	Innotech	  	199508
	 E60100016
	  	Process gas monitor	  	RGA	  	Innotech	  	199605
	 E60100017
	  	Process gas monitor	  	RGA	  	Innotech	  	199605
	 E60100018
	  	Process gas monitor	  	RGA	  	Innotech	  	199605
	 E60100019
	  	Process gas monitor	  	RGA	  	Innotech	  	199605
	 E60100020
	  	Process gas monitor	  	RGA	  	Innotech	  	199610
	 E62100001
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100002
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100003
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100004
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100005
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408

  










									
	 E62100006
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100007
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100008
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100009
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199408
	 E62100010
	  	Vertical furnace	  	Alpha-808D	  	Tokyo Electron	  	199408
	 E62100012
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199408
	 E62100013
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199408
	 E62100014
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199408
	 E62100015
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199408
	 E62100017
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199505
	 E62100018
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199509
	 E62100019
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199509
	 E62100020
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199509
	 E62100021
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199509
	 E62100022
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199509
	 E62100025
	  	Vertical diffusion	  	Alpha-808SD	  	Tokyo Electron	  	199509
	 E62100026
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199509
	 E62100027
	  	Vertical CVD furnace	  	Alpha-808SD (DCEOX)	  	Tokyo Electron	  	199512
	 E62100028
	  	Furnace	  	Alpha-808SD (SOS Cure)	  	Tokyo Electron	  	199512
	 E62100029
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100030
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100031
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100032
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100033
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100034
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100035
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100036
	  	Vertical CVD furnace	  	Alpha-808SD	  	Tokyo Electron	  	199603
	 E62100037
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199603
	 E62100038
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199603
	 E62100039
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199603
	 E62100040
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199603
	 E62100041
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199603
	 E62100043
	  	Vertical furnace	  	Alpha-808D	  	Tokyo Electron	  	199603
	 E62100044
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199603
	 E62100045
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199603
	 E62100046
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100047
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100048
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100049
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100050
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100051
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100052
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100053
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100054
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100055
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199604
	 E62100056
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199604
	 E62100057
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199604
	 E62100058
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199604
	 E62100059
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199604
	 E62100060
	  	Vertical diffusion furnace	  	Alpha-808SD	  	Tokyo Electron	  	199604
	 E62100063
	  	Vertical diffusion furnace	  	Alpha-808SD (IOX/WL)	  	Tokyo Electron	  	199703
	 E62100064
	  	Vertical diffusion furnace	  	Alpha-808SD (TNOX/GOX)	  	Tokyo Electron	  	199703
	 E62100065
	  	Vertical CVD furnace	  	Alpha-808SC (HTO)	  	Tokyo Electron	  	199703
	 E62100066
	  	Vertical CVD furnace	  	Alpha-808SC (DASI)	  	Tokyo Electron	  	199703

  










									
	 E62100067
	  	Vertical diffusion furnace	  	Alpha-808SD IOX/WL	  	Tokyo Electron	  	199705
	 E62100068
	  	Vertical diffusion furnace	  	Alpha-808SD IOX/WL	  	Tokyo Electron	  	199705
	 E62100069
	  	Vertical diffusion furnace	  	Alpha-808SD WOX	  	Tokyo Electron	  	199705
	 E62100101
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199806
	 E62100102
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199806
	 E62100103
	  	Vertical CVD furnace	  	Alpha-808SC	  	Tokyo Electron	  	199806
	 E62100104
	  	SOS cure furnace	  	Alpha-808SD	  	Tokyo Electron	  	199806
	 E62400001
	  	RTA	  	LA-W815-AV2.5	  	Dainippon Screen	  	199408
	 E62400003
	  	RTA	  	LA-820	  	Dainippon Screen	  	199603
	 E62400004
	  	RTA	  	LA-820	  	Dainippon Screen	  	199603
	 E62500001
	  	UV cure	  	M200PCU	  	Tokyo Electron	  	199408
	 E62500002
	  	UV cure	  	M200PCU	  	Tokyo Electron	  	199603
	 E63100003
	  	Rinser drier	  	ST-880S	  	Tokyo Electron	  	199408
	 E63100004
	  	Spin rinser drier	  	ST-880S	  	Tokyo Electron	  	199511
	 E67100001
	  	Stepper	  	FPA-2500I3	  	Canon Sales	  	199408
	 E67100002
	  	Stepper	  	FPA-2500I3	  	Canon Sales	  	199408
	 E67100003
	  	Stepper	  	FPA-2500I3	  	Canon Sales	  	199408
	 E67100004
	  	Stepper	  	FPA-2500I3	  	Canon Sales	  	199408
	 E67100005
	  	Stepper	  	FPA-2500I3	  	Canon Sales	  	199408
	 E67100009
	  	Stepper	  	M2241I	  	Innotech	  	199507
	 E67100010
	  	Stepper	  	FPA-2500I3	  	CANON	  	199508
	 E67100011
	  	Stepper	  	FPA-2500I3	  	CANON	  	199508
	 E67100015
	  	Stepper	  	FPA-2500I3	  	CANON	  	199509
	 E67100016
	  	Stepper	  	FPA-2500I3	  	CANON	  	199509
	 E67100017
	  	Stepper	  	FPA-2500I3	  	CANON	  	199510
	 E67100019
	  	Stepper	  	FPA-3000I4	  	CANON	  	199601
	 E67100020
	  	Stepper	  	FPA-3000I4	  	CANON	  	199602
	 E67100021
	  	Stepper	  	FPA-3000IW	  	CANON	  	199603
	 E67100022
	  	Stepper	  	FPA-3000IW	  	CANON	  	199603
	 E67100023
	  	Stepper	  	FPA-3000IW	  	CANON	  	199604
	 E67100024
	  	Stepper	  	FPA-3000IW	  	CANON	  	199604
	 E67100025
	  	Stepper	  	FPA-3000IW	  	CANON	  	199604
	 E67100026
	  	Stepper	  	FPA-3000IW	  	CANON	  	199604
	 E67100027
	  	Stepper	  	FPA-3000I4	  	CANON	  	199604
	 E67100028
	  	Stepper	  	FPA-3000I4	  	CANON	  	199604
	 E67100029
	  	Stepper	  	FPA-3000I4	  	CANON	  	199604
	 E67100030
	  	Stepper	  	FPA-3000I4	  	CANON	  	199604
	 E67100031
	  	Stepper	  	FPA-3000I4	  	CANON	  	199604
	 E67100032
	  	Stepper	  	FPA-3000I4	  	CANON	  	199604
	 E67100033
	  	Stepper	  	FPA-3000I4	  	CANON	  	199604
	 E67100034
	  	Stepper	  	FPA-3000I4	  	CANON	  	199606
	 E67100035
	  	Stepper	  	FPA-3000I4	  	CANON	  	199607
	 E67100036
	  	Stepper	  	FPA-3000I4	  	CANON	  	199607
	 E67100037
	  	Stepper	  	FPA-3000I5	  	CANON	  	199703
	 E67100038
	  	Stepper	  	FPA-3000I5	  	CANON	  	199703
	 E67100039
	  	Stepper	  	FPA-3000I5	  	CANON	  	199705
	 E67100040
	  	Stepper	  	FPA-3000I5	  	CANON	  	199706
	 E67100041
	  	Stepper	  	FPA-3000I5	  	CANON	  	199706
	 E67100042
	  	Stepper	  	FPA-3000I5	  	CANON	  	199709
	 E67100054
	  	Stepper	  	FPA-3000I5	  	CANON	  	199806
	 E67100055
	  	Stepper	  	FPA-3000I5	  	CANON	  	199806
	 E70100001
	  	Tape laminator	  	DR-8500	  	Chiyoda Denshi	  	199408
	 E70100002
	  	Tape remover	  	HR-8500	  	Chiyoda Denshi	  	199408
	 F18200007
	  	Particle	  	SFS-6400	  	Tokyo Electron	  	199408

  










									
	 F18200008
	  	Particle	  	SFS-6400	  	Tokyo Electron	  	199408
	 F18200010
	  	Analysis station	  	KLA-2551X	  	Tokyo Electron	  	199408
	 F18200011
	  	Review station	  	KLA-2608	  	Tokyo Electron	  	199408
	 F18200023
	  	Film thickness	  	FT-530/E	  	Sumisho Electronics	  	199408
	 F18200024
	  	X-ray fluorescence	  	SYSTEM-3630	  	Rigaku	  	199408
	 F18200025
	  	Stress	  	FLX-2328	  	Innotech	  	199408
	 F18200027
	  	Film thickness	  	P2	  	Tokyo Electron	  	199408
	 F18200029
	  	Dose monitor	  	TP-400XP	  	Hakuto	  	199408
	 F18200031
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199408
	 F18200032
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199408
	 F18200036
	  	Film thickness	  	P2	  	Tokyo Electron	  	199408
	 F18200068
	  	Film thickness	  	FT-700	  	Sumisho Electronics	  	199504
	 F18200069
	  	Film thickness	  	FE-IV	  	Tokyo Electron	  	199505
	 F18200070
	  	Microscope	  	1M-15	  	Daito Shoji (now Daito Electron)	  	199505
	 F18200071
	  	Microscope	  	1M-15	  	Daito Shoji (now Daito Electron)	  	199505
	 F18200083
	  	Analysis station	  	KLA-2552	  	KLA	  	199507
	 F18200084
	  	Inspection system	  	KLA-2131	  	KLA	  	199507
	 F18200100
	  	Tilt SEM	  	JWS-7500E	  	JEOL	  	199511
	 F18200102
	  	Reflectance measurement	  	FT-750	  	Tencor	  	199511
	 F18200103
	  	Surfscan	  	SFS6420	  	Tencor	  	199511
	 F18200104
	  	Microscope	  	BIN (Camera)	  	Fujitsu Tohoku Electronics	  	199511
	 F18200112
	  	Film thickness	  	FE4	  	Tokyo Electron	  	199602
	 F18200113
	  	Film thickness	  	FT-750	  	Tencor	  	199602
	 F18200114
	  	Resistivity mapping	  	OMNI MAP 55	  	Tencor	  	199602
	 F18200115
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199602
	 F18200116
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199602
	 F18200117
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199602
	 F18200118
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199602
	 F18200119
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199602
	 F18200120
	  	Microscope	  	IM-15	  	Daito Shoji (now Daito Electron)	  	199602
	 F18200121
	  	SEM	  	S-8820	  	Nissei Sangyo (now Hitachi High-Technologies)	  	199602
	 F18200123
	  	SEM	  	S-8820	  	Nissei Sangyo (now Hitachi High-Technologies)	  	199602
	 F18200124
	  	Reflectance measurement	  	FT-750	  	Tencor	  	199602
	 F18200127
	  	Particle counter	  	SFS-7700	  	Tencor	  	199602
	 F18200128
	  	Wafer inspection	  	KLA-2132	  	Tokyo Electron	  	199602
	 F18200129
	  	UV transmissivity	  	UV1050	  	Tencor	  	199602
	 F18200130
	  	Review station	  	INS2000	  	Dainippon Screen	  	199602
	 F18200136
	  	Wafer inspection	  	KLA-2112	  	Tokyo Electron	  	199603
	 F18200137
	  	Wafer inspection	  	KLA-2112	  	Tokyo Electron	  	199603
	 F18200138
	  	Analysis station	  	KLA-2552	  	Tokyo Electron	  	199603
	 F18200158
	  	Film thickness	  	FE7	  	Tokyo Electron	  	199606
	 F18200161
	  	Overlay measurement	  	KLA-5100	  	Tokyo Electron	  	199607
	 F18200243
	  	Wafer inspection	  	KLA-2115	  	KLA	  	199711
	 F20200001
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199408
	 F20200002
	  	Microscope	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199408
	 F20200003
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199408
	 F20200004
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199408
	 F20200005
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199408
	 F20200006
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199408
	 F20200010
	  	Microscope	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199408
	 F20200016
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199602
	 F20200018
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199602
	 F20200019
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199602
	 F20200020
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199602

  










									
	 F20200021
	  	Microscope (camera)	  	CHIVI (BIN)	  	Fujitsu Tohoku Electronics	  	199602
	 F20400002
	  	Fully automatic exposure system	  	PM-PB20	  	Ryokosha	  	199408
	 F20500001
	  	Analytical balance	  	MODEL AB-300	  	AMD	  	199602
	 F60100001
	  	Diode array spectrophotometer	  	HP8452A	  	Nishikawa Keisoku	  	199411
	 H16600001
	  	Sheet resistance	  	M-GAGE300	  	Tokyo Electron	  	199408
	 J00000147
	  	Vertical diffusion furnace	  	ALPHA-8/SD	  	Tokyo Electron	  	199910
	 J00000156
	  	Dry etcher	  	TE8401	  	Tokyo Electron	  	200003
	 J00000157
	  	Dry etcher	  	TE8401	  	Tokyo Electron	  	200004
	 J00000198
	  	Plasma CVD system	  	P-5000 (SiN)	  	Applied Materials	  	199912
	 J00000239
	  	WSi CVD system	  	MB2-730 (DCS)	  	Fujitsu, Mie Plant	  	200002
	 J00000523
	  	Vertical diffuser	  	DD-823V-8BL	  	Kokusai Electric	  	200004
	 J00000524
	  	Vertical diffuser	  	DD-823V-8BL	  	Kokusai Electric	  	200004
	 J00000613
	  	Dry etcher	  	CENTURA-5200	  	Applied Materials	  	200007
	 J00000622
	  	Lamp anneal	  	LA-W820	  	Dainippon Screen	  	200007
	 J00001122
	  	Vertical Diffusion Furnace	  	ALPHA-8SE-ZA (Hi Temp)	  	Tokyo Electron	  	200103
	 J00001209
	  	CVD machine	  	CONCEPT TWO	  	Novellus Systems Japan	  	200110
	 J00001371
	  	Sputtering system	  	ENDURA-CVD	  	Fujitsu Microelectronics	  	200208
	 J00001372
	  	Sputtering system	  	ENDURA-CVD	  	Fujitsu Microelectronics	  	200212
	 J00001375
	  	Plasma CVD system	  	P-5000 (ARC)	  	Fujitsu Microelectronics	  	200208
	 J00001377
	  	Vertical diffusion furnace	  	a-8SED (GOX)	  	Fujitsu Microelectronics	  	200209
	 J00001381
	  	Coater / developer	  	ACT8 CAR	  	Fujitsu Microelectronics	  	200211
	 J00001382
	  	Sputtering system	  	ENDURA-CVD	  	Fujitsu Microelectronics	  	200208
	 J00001383
	  	Plasma CVD system	  	MB2-730 (DCS)	  	Fujitsu Microelectronics	  	200209
	 J00001386
	  	Poly etch	  	CENTURA-MXP	  	Fujitsu Microelectronics	  	200210
	 J00001387
	  	Etcher	  	UNITY85-DI	  	Fujitsu Microelectronics	  	200210
	 J00001388
	  	Etcher	  	UNITY85-DI	  	Fujitsu Microelectronics	  	200210
	 J00001389
	  	Plasma CVD system	  	P-5000SA (BPSG)	  	Fujitsu Microelectronics	  	200212
	 J00001411
	  	Vertical diffusion furnace	  	a-8SED (GOX)	  	Fujitsu Microelectronics	  	200209
	 J00001414
	  	Stepper	  	FPA-3000EX6	  	Fujitsu Microelectronics	  	200211
	 J00001811
	  	Dry etcher	  	TE8401	  	Tokyo Electron	  	200209
	 J00001812
	  	Dry etcher	  	TE8401	  	Tokyo Electron	  	200209
	 K00000460
	  	Patterned wafer inspection system	  	IS2510	  	Hitachi Electronics Engineering	  	199906
	 K00000461
	  	Non-contact-type sheet resistance meter	  	NC110	  	KLA Tencor	  	199905
	 K00000817
	  	Particle inspection	  	IS1600	  	Hitachi Electronics Engineering	  	200006
	 K00002122
	  	SEM	  	S9220 (Etch)	  	Fujitsu Microelectronics	  	200209
	 K00002123
	  	Microscope	  	Chivi-7	  	Fujitsu Microelectronics	  	200206
	 K00002125
	  	Film thickness	  	UV-1080	  	Fujitsu Microelectronics	  	200208
	 K00002126
	  	Overlay measurement	  	KLA-5200XP	  	Fujitsu Microelectronics	  	200208
	 K00002128
	  	Film thickness	  	FE-7	  	Fujitsu Microelectronics	  	200211
	 K00002129
	  	Overlay measurement	  	KLA 5200	  	Fujitsu Microelectronics	  	200210
	 K00002131
	  	SEM	  	S9200 (Etch)	  	Fujitsu Microelectronics	  	200303
	 K00002132
	  	SEM	  	S9200 (Photo)	  	Fujitsu Microelectronics	  	200207
	 K00002135
	  	Film thickness	  	UV-1280SE	  	Fujitsu Microelectronics	  	200208
	 K00002137
	  	Stress measurement	  	FLX-5410	  	Fujitsu Microelectronics	  	200302
	 K00002138
	  	Resistivity mapping	  	OMNI RS-75/tc	  	Fujitsu Microelectronics	  	200303
	 K00002190
	  	Particle	  	SFS6420	  	Fujitsu Microelectronics	  	200211
	 K00002191
	  	Wafer inspection	  	KLA 2139	  	Fujitsu Microelectronics	  	200303

  









 Description of Real Estate Security Interest (Mortgage Collateral) 
  

	1.	Descriptions of Buildings 

  

					
	 Location:
	  	6, 5-4, 5-11, 31-6, Kogyo Danchi, Monden-machi, Aizu-Wakamatsu City
	 Building no.:
	  	No. 6
	 Main building
	  	 
	 Type:
	  	Factory
	 Construction:
	  	Building with reinforced concrete and steel-frame construction, galvanized sheet iron flat roof, 4 floors and basement
	 Floor areas:
	  	1st floor	  	23848.72 m2
	 	  	2nd floor	  	23326.16 m2
	 	  	3rd floor	  	2601.05 m2
	 	  	4th floor	  	4472.75 m2
	 	  	Basement	  	887.27 m2
		
	 Attached building:
	  	No. 1
	 Type:
	  	Janitor’s room
	 Construction:
	  	Building with steel-frame construction, flat roof, 1 floor
	 Floor area:
	  	48.75 m2
		
	 Attached building:
	  	No. 2
	 Type:
	  	Garage
	 Construction:
	  	Building with steel-frame construction, galvanized sheet iron roof, 1 floor
	 Floor area:
	  	59.63 m2
		
	 Attached building:
	  	No. 3
	 Type:
	  	Storage warehouse
	 Construction:
	  	Building with steel-frame construction, galvanized sheet iron roof, 1 floor
	 Floor area:
	  	54.24 m2

  










					
	 Attached building:
	  	No. 4
	 Type:
	  	Business offices
	 Construction:
	  	Building with reinforced concrete and steel-frame construction, flat roof, 4 floors
	 Floor areas:
	  	1st floor	  	385.94 m2
	 	  	2nd floor	  	1281.00 m2
	 	  	3rd floor	  	1281.00 m2
	 	  	4th floor	  	1333.52 m2
	 Location:
	  	5-1, 4, Kogyo Danchi, Monden-machi, Aizu-Wakamatsu City
	 Building no.:
	  	5-1
	 Type:
	  	Drainage purification room
	 Construction:
	  	Building with steel-frame construction, galvanized sheet iron flat roof, 3 floors
	 Floor areas:
	  	1st floor	  	2904.00 m2
	 	  	2nd floor	  	1270.09 m2
	 	  	3rd floor	  	54.75 m2
		
	 Location:
	  	4, Kogyo Danchi, Monden-machi, Aizu-Wakamatsu City
	 Building no.:
	  	4-2
	 Type:
	  	Electric generator room, business offices
	 Construction:
	  	Building with steel-frame construction, galvanized sheet iron roof, 5 floors
	 Floor areas:
	  	1st floor	  	877.92 m2
	 	  	2nd floor	  	109.80 m2
	 	  	3rd floor	  	877.50 m2
	 	  	4th floor	  	865.62 m2
	 	  	5th floor	  	865.62 m2

  










	2.	Descriptions of Buildings 

  

					
	 Location:
	  	1-11, Higashi-Takaku, Takaku-aza, Kozashi-machi Oaza, Aizu-Wakamatsu City
	 Building no.:
	  	1-11
	 Main building
	  	 
	 Type:
	  	Factory
	 Construction:
	  	Building with reinforced concrete and steel-frame construction, galvanized sheet iron roof, 4 floors
	 Floor areas:
	  	1st floor	  	12562.17 m2
	 	  	2nd floor	  	1940.94 m2
	 	  	3rd floor	  	4879.27 m2
	 	  	4th floor	  	4944.77 m2
		
	 Attached building:
	  	No. 1
	 Type:
	  	Factory
	 Construction:
	  	Building with reinforced concrete and steel-frame construction, galvanized sheet iron roof, 4 floors and basement
	 Floor areas:
	  	1st floor	  	34265.00 m2
	 	  	2nd floor	  	4062.00 m2
	 	  	3rd floor	  	17050.00 m2
	 	  	4th floor	  	836.67 m2
	 	  	Basement	  	2082.55 m2
		
	 Attached building:
	  	No. 2
	 Type:
	  	Electric generator room
	 Construction:
	  	Building with steel-frame construction, flat roof, 1 floor
	 Floor area:
	  	2340.00 m2
		
	 Attached building:
	  	No. 3
	 Type:
	  	Storeroom
	 Construction:
	  	Building with concrete block construction, galvanized sheet iron roof, 1 floor
	 Floor area:
	  	25.22 m2

  










			
	 Attached building:
	  	No. 4
	 Type:
	  	Storage warehouse
	 Construction:
	  	Building with steel-frame construction, galvanized sheet iron roof, 1 floor
	 Floor area:
	  	80.04 m2
		
	 Attached building:
	  	No. 5
	 Type:
	  	Warehouse
	 Construction:
	  	Building with concrete block construction, galvanized sheet iron roof, 1 floor
	 Floor area:
	  	47.77 m2
		
	 Attached building:
	  	No. 6
	 Type:
	  	Guard’s room
	 Construction:
	  	Building with steel-frame construction, flat roof, 1 floor
	 Floor area:
	  	72.00 m2
		
	 Attached building:
	  	No. 7
	 Type:
	  	Garage
	 Construction:
	  	Building with steel-frame construction, flat roof, 1 floor
	 Floor area:
	  	78.23 m2

  









 SCHEDULE FIVE 
  
 Guarantee 
  









 (Translation) 
  
 This translation is prepared for reference purpose only. If there is a conflict between in any of the provision provided in this translation and that of the Japanese
original, the Japanese original shall prevail. 
  
 GUARANTEE

  
 September 25, 2003 
  
 MIZUHO CORPORATE BANK, LTD. 
 THE DAI-ICHI MUTUAL INSURANCE COMPANY 
 SHINKIN CENTRAL BANK.

 THE BANK OF YOKOHAMA, LTD 
  
 as Lender 
  
 MIZUHO CORPORATE BANK, LTD. 
  
 as Agent

  
 Address: 
 Guarantor:                 Fujitsu Ltd. 
  
 The Guarantor hereby undertakes the obligations set forth herein in connection with the Loan
Agreement of JPY 18,000,000,000 in aggregate (the “Agreement”) dated September 25, 2003, by and among FASL Japan Limited as the Borrower, [Name] as the Lender, and Mizuho Corporate Bank, Ltd. as the Agent. The capitalized terms used herein
shall have the meaning set forth in the Agreement unless otherwise defined in this Guarantee. 
  

	1	Guarantee 

  

	1.1	The Guarantor shall jointly and severally guarantee all of the obligations undertook by the Borrower against the Lender and the Agent under the Agreement. If any obligation, which
the Borrower undertook by the Agreement, has become due or demanded, the Guarantor shall, in accordance with the procedure set forth under Clause 16 of the Agreement, fully pay to the Agent, which has become payable to the Agent, and to the Lender
via the Agent, which has become payable to the Lender. 

  

 1 









	1.2	Even in case the Borrower has any defense (other than the defense of the obligations being undue) in respect of the obligations of the Borrower under the Agreement, the Guarantor
shall undertake obligations in the same term with such obligations, which the Borrower would have incurred if there has not been any defense, and if any such obligation has become due or demanded, the Guarantor shall, in accordance with the
procedure set forth under Clause 16 of the Agreement, immediately and fully pay to the Agent, which has become payable to the Agent, and to the Lender via the Agent, which has become payable to the Lender. 

  

	1.3	Even in case any obligation of the Borrower under the Agreement has become affected by default, merger, reorganization to a holding company or its subsidiary, spin-off, or any other
regime similar to the foregoing by the Borrower, or has become affected by change of laws etc. (including foreign laws) applicable to the Borrower, the guarantee obligations of the Guarantor under this Clause shall be deemed to have no consequence
thereof. 

  

	1.4	Even in case the Guarantor becomes a creditor by performance of the guarantee obligation under this Clause or any other obligation, until all of the Borrower’s obligations
under the Agreement are fulfilled, the Guarantor shall not exercise any right as the creditor without the Agent’s consent, and even if the Guarantor exercise such rights, such exercise shall be subordinated to the Lender’s rights against
the Borrower. 

  

	2	Representations and Warranties 

  
 The Guarantor represents and warrants to the Lender and the Agent that each of the following matters is true and correct at the execution date of this Guarantee and at
the Drawdown Date. In the event that any of the following matters is found to be untrue or incorrect, the Guarantor shall fully indemnify all of the losses and costs incurred by the Lender and the Agent by such untrue or incorrect representation and
warranty: 
  

	 	(i)	The Guarantor is a stock company (kabushiki kaisya) duly incorporated and validly existing under the laws of Japan. 

  

	 	(ii)	The Guarantor has a legal capacity (sui juris) necessary for execution and performance of this Guarantee, execution and performance of this Guarantee by the Guarantor and any
transactions associated herewith are within the corporate purposes of the Guarantor, and the Guarantor has duly completed all procedures necessary therefor under the Laws and Ordinances, the Articles of Incorporation and other internal company rules
of the Guarantor. 

  

 2 









	 	(iii)	The execution and performance of this Guarantee by the Guarantor and any transactions associated herewith does not result in (a) any violation of Laws and Ordinances which bind the
Guarantor, (b) any breach of its Articles of Incorporation and other internal company rules of the Guarantor, and (c) any material breach of a third-party contract to which the Guarantor is a party or which binds the Guarantor or the assets of the
Guarantor. 

  

	 	(iv)	The person who signed or attached his/her name and seal to this Guarantee is authorized to sign or attach his/her name and seal to this Guarantee as the representative of the
Guarantor by all procedures necessary pursuant to the Laws and Ordinances, Articles of Incorporation or other internal company rules of the Guarantor. 

  

	 	(v)	This Guarantee constitutes legal, valid and binding obligations of the Guarantor, and is enforceable against the Guarantor in accordance with the terms of this Guarantee.


  

	 	(vi)	All reports such as annual securities report (yukashoken-houkokusho), semi-annual report (hanki-houkokusho), extraordinary report (rinji-houkokusho) and
revision report (teisei-houkokusho) prepared by the Guarantor are accurately and duly prepared in accordance with the accounting standards which is generally accepted as fair and appropriate one in Japan. 

  

	 	(vii)	After the last day of the fiscal year ended on March 31, 2003, no material change, which will cause a material deterioration of the business, assets, or financial condition of the
Guarantor described in the audited fiscal statement of that fiscal year and which may materially affect the performance of the obligations of the Guarantor under this Guarantee, has occurred. 

  

	 	(viii)	No lawsuit, arbitration, administrative procedure, or any other dispute has commenced, or, to the knowledge of the Guarantor, is likely to commence with respect to the Guarantor,
which will or may materially cause adverse effects on the performance of its obligations under this Guarantee. 

  

	 	(ix)	No event of default has occurred to any pecuniary obligation exceeding a value of 1 billion yen (JPY 1,000,000,000) under any agreement (including this Guarantee) which the
Guarantor is a party to. 

  

	 	(x)	The Guarantor owns 100% of the shares of FMH outstanding, FMH owns not less than 40% of the shares of FASL LLC outstanding, and FASL LLC owns 100% of the shares of the Borrower
outstanding. 

  

 3 









	3	Guarantor’s Covenants 

  

	3.1	The Guarantor covenants to perform, at its expense, the matters described in each of the following items on and after the date of this Guarantee, and until the Agreement is
terminated and the Borrower or the Guarantor completes the performance of all of its obligations under the Agreement and the Guarantee to each Lender and Agent: 

  

	 	(i)	If any matter described in each item of Clause 22.1 or Clause 22.2 of the Agreement has occurred, or is likely to occur, the Guarantor shall immediately notify the Agent and All
Lenders thereof in writing. 

  

	 	(ii)	If the annual securities report (yukashoken-houkokusho) is made, the Guarantor shall submit a copy of the annual securities report (yukashoken-houkokusho), within 120
days from the end of each fiscal year, to All Lenders through Agent. 

  

	 	(iii)	If the semi-annual report (hanki-houkokusho) is made, the Guarantor shall submit a copy of the semi-annual report (hanki-houkokusho), within 120 days from the end of
each fiscal year, to All Lenders through the Agent. 

  

	 	(iv)	If the extraordinary report (rinji-houkokusho) or revision report (teisei-houkokusho) is made, the Guarantor shall submit a copy of such report to All Lenders through
the Agent without delay. 

  

	 	(v)	Upon a request made by the Agent or the Lender through the Agent, the Guarantor shall immediately notify in writing to the Agent of the conditions of the assets, management, or
businesses of the Guarantor, and shall provide the necessary assistance to facilitate the investigations thereof. 

  

	 	(vi)	If any material change has occurred, or is found to be likely to occur with the passage of time, to the conditions of the assets, management, or businesses of the Guarantor, or if
any lawsuit, arbitration, administrative procedure, or any other dispute, which will materially affect, or is likely to materially affect, the performance of the obligations of the Guarantor under this Guarantee, has commenced, or is found to be
likely to commence, the Guarantor shall immediately notify the Agent thereof in writing. 

  

	 	(vii)	If any change is made to the rating of the Guarantor’s short-term or long-term debt by Moody’s or Rating and Investment Information, Inc. (including rendering of a new
rating or withdrawal of the existing rating), the Guarantor shall immediately notify the Agent thereof in writing. 

  

	 	(viii)	If any of the foregoing items is found untrue, the Guarantor shall immediately notify thereof to the Agent in writing. 

  

 4 









	3.2	The Guarantor shall not offer any collateral to secure its obligations under this Guarantee for the benefit of certain Lenders on and after the date of this Guarantee, and until the
Agreement is terminated and the Borrower and the Guarantor complete the performance of all of their obligations under the Agreement and this Guarantee to each Lender and Agent, unless All Lenders and the Agent give prior written consent thereto.


  

	3.3	The Guarantor shall, on and after the date of this Guarantee, and until the Agreement is terminated and the Borrower and the Guarantor completes the performance of all of their
obligations under the Agreement and this Guarantee to each Lender and Agent, affirmatively covenants to be in compliance with matters described in the items below: 

  

	 	(i)	The Guarantor will maintain licenses and other similar permits that are necessary to conduct the Guarantor’s main business, and continue to carry out the business in compliance
with material provisions of all Laws and Ordinances. 

  

	 	(ii)	The Guarantor will not change its main business. 

  

	 	(iii)	The Guarantor will not, unless otherwise specified in the Laws and Ordinances, subordinate the payment of any of its debts under this Guarantee to the payment of any unsecured debts
(including any secured debts that will not be fully collected after the foreclosure sale of the collateral), or at least will treat them equally. 

  


	 	(iv)	The Guarantor will not assign material party of its business or all or part of its assets to a third party unless a written consent by the Majority Lenders is obtained; provided,
however, that if the value of the business or assets to be assigned in one transaction is less than 100 billion yen, such assignment shall be permitted. 

  

	 	(v)	The Guarantor will not change its accounting standard to the one not in accordance with the accounting standard which is generally accepted as fair and appropriate one in Japan.


  

	 	(vi)	The Guarantor will maintain the rating of its long-term debt by Rating and Investment Information, Inc. to BBB- or higher. 

  

	 	(vii)	The Guarantor will maintain the shareholding ratio of FMH shares by the Guarantor to 100%, will maintain the shareholding ratio of FASL LLC shares by FMH to not less than 40%, and
will maintain the shareholding ratio of the Borrower shares by FASL LLC to 100%. 

  

	 	(viii)	Regardless of any reason, the Guarantor will not do any of the matters provided below unless a written consent by the Majority Lenders is obtained; provided, however, that the
consent by the Majority Lenders shall not be withheld unreasonably, such as the case where the Lender’s rights will not be affected negatively: 

  
  

 5 









	 	a)	Termination or amendment of the Security Assignment Agreement (Joto Tanpo Settei Keiyaku) dated June 30, 2003, executed by and between the Guarantor and the Borrower (the
“Security Assignment Agreement”), and the Mortgage Agreement and the Letter Concerning Establishment of Security Interest (Tanpo Sashiire Sho) dated June 30, 2003, executed by and between the Guarantor and the Borrower (the
“Mortgage Agreement”). 

  

	 	b)	Assignment, establishment of security interest over the original security interest (tenteito), and disposal in any other way of the security interest (jyototanpo-ken)
based on the Security Assignment Agreement. Disposal of the asset subject to such security interest; provided, however, that disposal of such asset within the normal course of business shall be permitted (including disposition by renewal).


  

	 	c)	Assignment, establishment of security interest over the original security interest (tenteito), change in the priority (jyuni-no-henko), assignment of the priority
(Jyuni-no-jyoto), and disposal in any other way of the security interest (teito-ken) based on the Mortgage Agreement. Disposal of the asset subject to such security interest. 

  

	 	(ix)	The Guarantor will obtain perfection in connection with the Security Assignment Agreement and the Mortgage Agreement, and will maintain such perfection. 

  

	4	Confidentiality Obligations 

  
 The Guarantor shall raise no objection to the disclosure of information set forth in each item below: 
  

	 	(i)	If the notice of refusal to make an Individual Loan has been given pursuant to the provisions of Clause 7.1 of the Agreement, or if any of the events described in the items of
Clause 22.1 or 22.2 of the Agreement have occurred, or if the clarification of the intention of the Majority Lenders has been required pursuant to the provisions of Clause 27 of the Agreement, the Agent and a Lender may, by imposing a
confidentiality obligation to the receiving party, disclose any information with regard to the Guarantor or the transaction with the Guarantor, which either party has obtained through the Agreement, this Guarantee or an agreement other than this
Guarantee, to the extent reasonably required. 

  

	 	(ii)	 Upon the assignment of the Loan Receivables pursuant to Clause 29 of the Agreement, a Lender may disclose any information with regard to 



  

 6 









	 	 
the Agreement or this Guarantee to the Assignee or a person considering to become an Assignee (including an intermediary of such assignment), on the
condition that those shall be imposed by the confidentiality obligations. The information with regard to the Agreement or this Guarantee in this item shall mean any information regarding the Guarantor’s credit that has been obtained in
connection with the Agreement or this Guarantee, any information regarding the contents of the Agreement or this Guarantee and other information incidental thereto, and any information regarding the contents of the Loan Receivables to be assigned
and other information incidental thereto, and shall not include any information regarding the Guarantor’s credit that has been obtained in connection with any agreement other than the Agreement or this Guarantee. 



 

	5	Risk Bearing; Exemption, Compensation, and Indemnification 

  

	5.1	If any document furnished by the Guarantor to the Agent or each Lender have been lost, destroyed, or damaged for any unavoidable reasons such as incidents or natural disasters, the
Guarantor shall, upon consultation with the Agent, perform its obligations under this Guarantee based on the records, such as books and vouchers, of the Lender or the Agent. The Guarantor shall, upon request of the Agent or a Lender through the
Agent, forthwith prepare substitute document and furnish it to the Agent or the Lender through the Agent. 

  

	5.2	If each Lender or the Agent performs transactions after comparing, with due care, the seal impression of the representative and agent of the Guarantor to be used for the
transactions in relation to this Guarantee with the seal impression submitted by the seal submitted by the Guarantor in advance, the Guarantor shall bear any damages, loss or expenses incurred as a result of an event such as forgery, alteration, or
theft of seal. 

  

	6	Changes in Notified Matters 

  
 In the case of changes in the matters notified to the Agent, such as the trade name, representative, agent, signature, seal, or address, the Guarantor shall immediately notify the Agent of such changes in writing.

  

	7	Governing Law and Jurisdiction 

  
 This Guarantee shall be governed by the laws of Japan, and the Tokyo District Court shall have the exclusive jurisdiction over any disputes arising in connection with
this Guarantee. 
  

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 IN WITNESS WHEREOF, the Guarantor has caused this Agreement to be signed and sealed herein and has delivered to the
Agent, and the Agent has kept the original and has distributed a copy thereof to the Borrower, the Guarantor and All Lenders upon confirming that such copy is the same content as its original. 
  

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