<PAGE>

                                                                 EXHIBIT 10.10


                                LOAN AGREEMENT
                                       
                                    AMONG
                                       
                             SILICON VALLEY BANK
                             and BANK OF HAWAII,
                                AS CO-LENDERS
                                       
                                     AND
                                       
                                 CYMER, INC.
                                     AND
                              CYMER JAPAN, INC.
                                       
                                 AS BORROWERS
                                       
                         DATED AS OF DECEMBER 8, 1997

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                                  AGREEMENT

   THIS LOAN AGREEMENT ("Agreement") is made and entered into as of December 
8, 1997, by and among CYMER, INC. ("Cymer") and CYMER JAPAN, INC. ("Cymer 
Japan") (Cymer and Cymer Japan are jointly referred to herein as the 
"Borrowers"), and SILICON VALLEY BANK ("SVB") and BANK OF HAWAII ("BOH") as 
co-lenders, (individually, "Lender", and collectively, "Lenders"), and SVB, 
as Servicing Agent for the Lenders.

                                     RECITALS

   Borrowers wish to obtain credit from time to time from Lenders, and 
Lenders desire to extend credit to Borrowers.  This Agreement sets forth the 
terms on which Lenders will advance credit to Borrowers, and each Borrower 
will repay the amounts owing to Lenders by it.

                                    AGREEMENT

   The parties agree as follows:

1.    DEFINITIONS AND CONSTRUCTION.

   1.1    DEFINITIONS.  As used in this Agreement, the following terms shall 
have the following definitions:

   "ACCOUNTS" means all presently existing and hereafter arising accounts, 
contract rights, and all other forms of obligations owing to a Borrower 
arising out of the sale or lease of goods (including, without limitation, the 
licensing of software and other technology) or the rendering of services by a 
Borrower, whether or not earned by performance, and any and all credit 
insurance, guaranties, and other security therefor, as well as all 
merchandise returned to or reclaimed by Borrower and Borrower's Books 
relating to any of the foregoing.

   "ADVANCE" or "ADVANCES" means an advance under the Committed Revolving 
Line or an advance otherwise made hereunder.

   "AFFILIATE" means, with respect to any Person, any Person that owns or 
controls directly or indirectly such Person, any Person that controls or is 
controlled by or is under common control with such Person, and each of such 
Person's senior executive officers, directors, partners and, for any Person 
that is a limited liability company, such Persons' managers and members.

   "BORROWER'S BOOKS" means all of a Borrower's books and records including 
ledgers; records concerning Borrower's assets or liabilities, business 
operations or financial condition; and all computer programs, or tape files, 
and the equipment containing such information, if such equipment is necessary 
for the review of such information.

   "BUSINESS DAY" means (i) any day that is not a Saturday, Sunday, or other 
day on which banks in Santa Clara, California or Honolulu, Hawaii are 
authorized or required by law or other


                                      -1-

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governmental actions to close, and (ii) with respect to all notices and 
determinations in connection with, and payments of principal and interest on 
any U.S. Dollar Advance which bears interest by reference to an interbank 
offering rate and any Advance made in a currency other than U.S. Dollars, any 
day which is a Business Day described in clause (i) and which is also a day 
on which commercial banks are open for international business (including 
dealings in the currency in which such Advance is denominated) in the 
location of the relevant interbank market and the place where such funds are 
to be paid or made available.

   "CLOSING DATE" means the date of this Agreement.

   "CODE" means the California Uniform Commercial Code.

   "COMMITMENT" means, with respect to each Lender and with respect to each 
Credit Facility hereunder, the amounts set forth in the Schedule and 
"Commitments" means, with respect to each Lender or each facility hereunder, 
as the case may be, all such amounts collectively, as each may be amended 
from time to time.

   "COMMITMENT PERCENTAGE" means, as to any Lender, for any Credit Facility 
hereunder, the percentage equivalent of such Lender's Commitment for such 
facility DIVIDED BY the aggregate amount of all Commitments under such 
facility.

   "COMMITTED REVOLVING LINE" means Fifteen Million Dollars ($15,000,000).

   "CONTINGENT OBLIGATION" means, as applied to any Person, any direct or 
indirect liability, contingent or otherwise, of that Person with respect to 
(i) any indebtedness, lease, dividend, letter of credit or other obligation 
of another, including, without limitation, any such obligation directly or 
indirectly guaranteed, endorsed, co-made or discounted or sold with recourse 
by that Person, or in respect of which that Person is otherwise directly or 
indirectly liable; (ii) any obligations with respect to undrawn letters of 
credit issued for the account of that Person; and (iii) all obligations 
arising under any interest rate, currency or commodity swap agreement, 
interest rate cap agreement, interest rate collar agreement, or other 
agreement or arrangement designated to protect a Person against fluctuation 
in interest rates, currency exchange rates or commodity prices; PROVIDED, 
HOWEVER, that the term "Contingent Obligation" shall not include endorsements 
for collection or deposit in the ordinary course of business.  The amount of 
any Contingent Obligation shall be deemed to be an amount equal to the stated 
or determined amount of the primary obligation in respect of which such 
Contingent Obligation is made or, if not stated or determinable, the maximum 
reasonably anticipated liability in respect thereof as determined by such 
Person in good faith; PROVIDED, HOWEVER, that such amount shall not in any 
event exceed the maximum amount of the obligations under the guarantee or 
other support arrangement.

   "CREDIT EXTENSION" means each Advance, Exchange Contract and each other 
extension of credit by Lender for the benefit of a Borrower hereunder.

   "CREDIT FACILITY" means the financial accommodations extended to the 
Borrowers by the Lenders regarding each of the Committed Revolving Line as 
more fully set forth in this Agreement.

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   "DAILY BALANCE" means the amount of the Obligations under the Loan 
Documents, owed at the end of a given day.

   "DEFAULT" means an Event of Default or event or condition that, but for 
the requirement that time elapse or notice be given, would constitute an 
Event of Default.

   "DISCLOSURE LETTER" means the disclosure letter dated the Closing Date and 
signed by a Responsible Officer of Cymer delivered to the Lenders pursuant 
hereto.

   "DOLLAR EQUIVALENT" means, with respect to a specified amount of Optional 
Currency on any date, the amount of Dollars that a Lender reasonably 
determines it would have to exchange in order to obtain such amount of 
Optional Currency for value on a spot basis on such date of determination. 
"DOLLARS", "DOLLARS" or "$" each means dollars in lawful currency of the 
United States of America.

   "EQUIPMENT" means all present and future machinery, equipment, tenant 
improvements, furniture, fixtures, vehicles, tools, parts and attachments in 
which Borrower has any interest.

   "ELIGIBLE ASSIGNEE"  means (a) a commercial bank organized under the laws 
of the United States, or any state thereof, and having a combined capital and 
surplus of at least $100,000,000; (b) a commercial bank organized under the 
laws of any other country which is a member of the Organization for Economic 
Cooperation and Development, or a political subdivision of any such country, 
and having a combined capital and surplus of at least $100,000,000; provided 
that such bank is acting through a branch or agency located in the United 
States, or (c) a Person that is primarily engaged in the business of 
commercial banking and that is (i) a Subsidiary of a Lender, (ii) a 
Subsidiary of a Person of which a Lender is a Subsidiary, or (iii) a Person 
of which a Lender is a Subsidiary.

   "ERISA" means the Employment Retirement Income Security Act of 1974, as 
amended, and the regulations thereunder.

   "EVENT OF DEFAULT" has the meaning set forth in Section 8 hereof.

   "FOREIGN EXCHANGE RESERVE" has the meaning set forth in Section 2.1.3(a) 
hereof.

   "GAAP" means generally accepted accounting principles as in effect from 
time to time in the United States of America.

   "GUARANTOR" means any guarantor of the Obligations.

   "INDEBTEDNESS" means (a) all indebtedness for borrowed money or the 
deferred purchase price of property or services including, without 
limitation, reimbursement and other obligations with respect to surety bonds 
and letters of credit, (b) all obligations evidenced by notes, bonds, 
debentures or similar instruments, (c) all capital lease obligations and (d) 
all Contingent Obligations with respect to, immediately or ultimately, the 
types of other Indebtedness listed in clauses (a), (b) and (c) above.


                                      -3-

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   "INTEREST PERIOD" means for each LIBOR Based Rate Advance, a period of 
approximately one, two or three months as the Borrower may elect, provided 
that the last day of an Interest Period for a LIBOR Based Rate Advance shall 
be determined in accordance with the practices of the LIBOR interbank market 
as from time to time in effect, provided, further, in all cases such period 
shall expire not later than the applicable Maturity Date.

   "INSOLVENCY PROCEEDING" means any proceeding commenced by or against any 
person or entity under any provision of the United States Bankruptcy Code, as 
amended, or under any other bankruptcy or insolvency law, including 
assignments for the benefit of creditors, formal or informal moratoria, 
compositions, extension generally with its creditors, or proceedings seeking 
reorganization, arrangement, or other relief.

   "INVENTORY" means all present and future inventory in which a Borrower has 
any interest, including merchandise, raw materials, parts, supplies, packing 
and shipping materials, work in process and finished products intended for 
sale or lease or to be furnished under a contract of service, of every kind 
and description now or at any time hereafter owned by or in the custody or 
possession, actual or constructive, of a Borrower, including such inventory 
as is temporarily out of its custody or possession or in transit and 
including any returns upon any accounts or other proceeds, including 
insurance proceeds, resulting from the sale or disposition of any of the 
foregoing and any documents of title representing any of the above, and 
Borrower's Books relating to any of the foregoing.

   "INVESTMENT" means any beneficial ownership of (including stock, 
partnership interest or other interests or securities) any Person, or any 
loan, advance or capital contribution to any Person.

   "IRC" means the Internal Revenue Code of 1986, as amended, and the 
regulations thereunder.

   "JAPANESE SHORT TERM PRIME RATE" means the variable rate of interest, per 
annum, most recently announced by BOH -- Tokyo Branch, as its "short term 
prime rate," whether or not such announced rate is the lowest rate available 
from BOH.

   "LENDERS' EXPENSES" means all reasonable costs or expenses (including 
reasonable attorneys' fees and expenses and reasonable expenses of other 
advisors) incurred in connection with the preparation, negotiation, 
administration, and enforcement of the Loan Documents; and Servicing Agent's 
reasonable attorneys' fees and expenses incurred in amending, enforcing or 
defending the Loan Documents, whether or not suit is brought.

   "LIBOR" means, for any Interest Period for a LIBOR Based Rate Advance, the 
rate per annum equal to the British Bankers Association interest settlement 
rate as published by the Dow Jones telerate system or Bloomberg Financial 
Markets System, two (2) Business Days before the first day of such Interest 
Period for a period approximately equal to such Interest Period and in an 
amount approximately equal to the amount of such Advance, or, in the absence 
thereof, the rate per annum determined by the Servicing Agent to be the per 
annum rate of interest at which deposits in Dollars are offered to the 
Servicing Agent in the London inter-bank market in which the Servicing Agent 
customarily participates at 11:00 A.M. (local time in such interbank market)

                                      -4-

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two (2) Business Days before the first day of such Interest Period for a 
period approximately equal to such Interest Period and in an amount 
approximately equal to the amount of such Advance.

   "LIBOR INTEREST RATE" means, for any Interest Period for a LIBOR Based 
Rate Advance, a rate per annum (rounded upwards if necessary, to the nearest 
1/100 of 1%) equal to (i) LIBOR for such Interest Period divided by (ii) 1 
minus the Reserve Requirement for such Interest Period.

   "LIBOR BASED RATE" means the LIBOR Interest Rate for an identified 
Interest Period plus 225 basis points.

   "LIEN" means any mortgage, lien, deed of trust, charge, pledge, security 
interest or other encumbrance.

   "LOAN DOCUMENTS" means, collectively, this Agreement, any note or notes 
executed by a Borrower, and any and all other agreements, documents and 
instruments executed and delivered by or on behalf or in support of Borrower 
to Servicing Agent or any Lender or their authorized designee evidencing or 
otherwise relating to the Advances, the Foreign Exchange Contracts, and the 
Liens granted to Servicing Agent, on behalf of Lenders, as the same may from 
time to time be amended, modified, supplemented or restated.

   "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the 
business operations or condition (financial or otherwise) of Cymer and its 
Subsidiaries taken as a whole or (ii) the ability of a Borrower to repay its 
Obligations under the Loan Documents.

   "NET BASIS" shall have the meaning set forth in Section 6.8 hereof.

   "OBLIGATIONS" means all debt, principal, interest, Lenders' Expenses and 
other amounts owed to Lenders or Servicing Agent by a Borrower pursuant to 
this Agreement or any other Loan Document, whether absolute or contingent, 
due or to become due, now existing or hereafter arising, including any 
interest that accrues after the commencement of an Insolvency Proceeding.

   "OPTIONAL CURRENCY" means the lawful currency of Japan.

   "OPTIONAL CURRENCY ADVANCE" means an Advance in an Optional Currency, made 
pursuant to and in accordance with Section 2.1.1.A hereof.

   "OPTIONAL CURRENCY RATE" means with respect to Advances in Japanese Yen, 
the Japanese Short Term Prime Rate plus 50 basis points.

   "PERIODIC PAYMENTS" means all installments or similar recurring payments 
that Borrower may now or hereafter become obligated to pay to Lenders or 
Servicing Agent pursuant to the terms and provisions of any instrument, or 
agreement now or hereafter in existence between or among Borrower or any 
Lender or Servicing Agent.

   "PERMITTED INDEBTEDNESS" means:

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     (a)  Indebtedness of either Borrower in favor of Lenders or Servicing 
Agent arising under this Agreement or any other Loan Document;

     (b)  Indebtedness existing on the Closing Date and disclosed in the 
Disclosure Letter;

     (c)  Subordinated Debt;

     (d)  Indebtedness to trade creditors incurred in the ordinary course of 
business;

     (e)  Indebtedness secured by Permitted Liens;

     (f)  Indebtedness of any Subsidiary to Cymer and Contingent Obligations 
of Cymer with respect to obligations of any Subsidiary (provided that the 
primary obligations are not prohibited hereby); PROVIDED that the incurrence 
of such Indebtedness or Contingent Obligations, as the case may be, does not 
result in a violation of Section 7.7 as a consequence of the provisos set 
forth in paragraph (1) of the definition of "Permitted Investments", and, 
PROVIDED, FURTHER, that the sum of such Indebtedness does not otherwise 
violate the overall limitation set forth in clause (i) hereof;

     (g)  Indebtedness of Cymer to any Subsidiary and Contingent Obligations 
of any Subsidiary with respect to obligations of Cymer (provided that the 
primary obligations are not prohibited hereby), and Indebtedness of any 
Subsidiary to any other Subsidiary and Contingent Obligations of any 
Subsidiary with respect to obligations of any other Subsidiary (provided that 
the primary obligations are not prohibited hereby);

     (h)  Indebtedness by Cymer and its Subsidiaries consisting of guarantees 
(and other credit support) of the obligations of vendors and suppliers of 
Borrower or its Subsidiaries in respect of transactions entered into in the 
ordinary course of business provided that such guarantees (and other credit 
support) shall not at any time exceed $1,000,000, and, PROVIDED, FURTHER, 
that the amount of such Indebtedness and Contingent Obligations does not 
otherwise violate the overall limitation set forth in clause (i) hereof;

     (i)  Indebtedness not otherwise permitted by Section 7.5, provided that 
the sum of such Indebtedness plus the aggregate sum of the Indebtedness and 
Contingent Obligations under clauses (f), (g) and (h) shall not exceed in any 
event 20% of the Tangible Net Worth of Cymer at any time;

     (j)  Indebtedness of Cymer incurred in connection with interest rate, 
currency or commodity swap agreement, interest rate cap agreement, interest 
rate collar agreement, or other agreement or arrangement designated to 
protect against fluctuation in interest rates, currency exchange rates, 
commodity prices or securities issued by Cymer in connection with a 
securities repurchase program, in each case entered into for the purpose of 
directly mitigating market risk and not for speculation; and

     (k)  Extensions, refinancings, modifications, amendments and 
restatements of any items of Permitted Indebtedness (a) through (j) above, 
provided that the principal amount

                                       -6-

<PAGE>

thereof is not increased or the terms thereof are not modified to impose more 
burdensome terms upon Borrower or its Subsidiary, as the case may be.

   "PERMITTED INVESTMENTS" means:

     (a)  Investments existing on the Closing Date disclosed in the 
Disclosure Letter;

     (b)  (i) marketable direct obligations issued or unconditionally 
guaranteed by the United States of America or any agency or any State thereof 
maturing within one (1) year from the date of acquisition thereof, (ii) 
commercial paper maturing no more than one (1) year from the date of creation 
thereof and currently having the highest rating obtainable from either 
Standard & Poor's Corporation or Moody's Investors Service, Inc., (iii) 
certificates of deposit maturing no more than one (1) year from the date of 
investment therein issued by SVB or BOH and (iv) Investments permitted under 
Cymer's corporate investment policy approved by the board of directors of 
Cymer as of October 22, 1997, as it may be amended from time to time so long 
as any such amendments are approved by the Lenders;

     (c)  Investments consisting of the endorsement of negotiable instruments 
for deposit or collection or similar transactions in the ordinary course of 
business;

     (d)  Investments consisting of receivables owing to Borrower or its 
Subsidiaries by Persons and advances to customers or suppliers, in each case, 
if created, acquired or made in the ordinary course of business; provided 
that this paragraph (d) shall not apply to Investments owing by Subsidiaries 
to Borrower;

     (e)  Investments consisting of (i) compensation of employees, officers 
and directors of Borrower or its Subsidiaries so long as the Board of 
Directors of Borrower determines that such compensation is in the best 
interests of Borrower, (ii) travel advances, employee relocation loans and 
other employee loans and advances in the ordinary course of business, (iii) 
loans to employees, officers or directors relating to the purchase of equity 
securities of Borrower or its Subsidiaries pursuant to employee stock 
purchase plans approved by Borrower's Board of Directors, (iv) other loans to 
officers and employees approved by the Board of Directors;

     (f)  Investments (including debt obligations) received in connection 
with the bankruptcy or reorganization of customers or suppliers and in 
settlement of delinquent obligations of, and other disputes with, customers 
or suppliers arising in the ordinary course of business;

     (g)  Investments pursuant to contracts of the type described in clause 
(j) of the definition of Permitted Indebtedness;

     (h)  Investments consisting of prepaid royalties and other credit 
extensions to, customers and suppliers who are not Affiliates, in the 
ordinary course of business;

     (i)  Investments constituting acquisitions permitted under Section 7.3, 
if any;

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<PAGE>

     (j)  Deposit accounts of Cymer and any Subsidiaries thereof maintained 
in the ordinary course of business;

     (k)  Investments accepted in connection with Transfers permitted by 
Section 7.1;

     (l)  Investments (whether consisting of the purchase of securities, 
loans, capital contributions or otherwise) of Cymer in or to Subsidiaries and 
Investments by Cymer in or to companies which simultaneously with such 
Investments become Subsidiaries, PROVIDED that the sum of (i) all such 
Investments by Cymer in or to Subsidiaries, plus (ii) Contingent Obligations 
by Cymer outstanding at any time with respect to the obligations of 
Subsidiaries, minus the sum of (x) Investments by Subsidiaries in or to 
Cymer, plus (y) payments to Borrower on account of Investments of Cymer in or 
to Subsidiaries, plus (z) distributions or dividends by Subsidiaries to 
Cymer, in each case, made, incurred or arising on or after the date hereof, 
does not exceed $5,000,000, PROVIDED, FURTHER, that accounts payable of 
Subsidiaries owing to Cymer incurred in the ordinary course of business 
consistent with the general past business practices of Cymer and Subsidiaries 
are not subject to the foregoing limitations;

     (m)  Investments (whether consisting of the purchase of securities, 
loans, capital contributions, or otherwise) of Subsidiaries in or to other 
Subsidiaries or in or to Cymer;

     (n)  Investments by Cymer consisting of the purchase of securities of 
Cymer in an aggregate amount not in excess of 20% of the Tangible Net Worth 
of Cymer on a consolidated basis; and

     (o)  Other Investments aggregating not in excess of 10% of the Tangible 
Net Worth of Cymer on a consolidated basis.

   "PERMITTED LIENS" means the following:

     (a)  Any Liens existing on the Closing Date and disclosed in the 
Disclosure Letter or arising under this Agreement or the other Loan Documents;

     (b)  Liens for taxes, fees, assessments or other governmental charges or 
levies, either not delinquent or being contested in good faith by appropriate 
proceedings, PROVIDED the same have no priority over any of Servicing Agent's 
or any Lender's security interests;

     (c)  Liens (i) upon or in any equipment acquired or held by Borrower or 
any of its Subsidiaries to secure the purchase price of such equipment or 
indebtedness incurred solely for the purpose of financing the acquisition of 
such equipment, or (ii) existing on such equipment at the time of its 
acquisition, PROVIDED that the Lien is confined solely to the property so 
acquired and improvements thereon, and the proceeds of such equipment;

     (d)  [reserved];

     (e)  Leases or subleases and non-exclusive licenses and sublicenses 
granted to others in the ordinary course of Borrower's business not 
interfering in any material respect with

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the business of Borrower and its Subsidiaries taken as a whole, and any 
interest or title of a lessor, licensor or under any lease or license;

     (f)  Liens arising from judgments, decrees or attachments in 
circumstances not constituting an Event of Default under Section 8.8;
     
     (g)  Easements, reservations, rights-of-way, restrictions, minor defects 
or irregularities in title and other similar charges or encumbrances 
affecting real property not constituting a Material Adverse Effect;
     
     (h)  Liens which constitute rights of set-off of a customary nature or 
bankers' Liens with respect to amounts on deposit, whether arising by 
operation of law or by contract, in connection with arrangements entered into 
with banks in the ordinary course of business;
     
     (i)  Liens in favor of customs and revenue authorities arising as a 
matter of law to secure payments of customs duties in connection with the 
importation of goods;
     
     (j)  Liens on insurance proceeds in favor of insurance companies granted 
solely as security for financed premiums;
     
     (k)  Liens in favor of a trustee under any indenture relating to 
Subordinated Indebtedness securing only amounts due to such trustee 
thereunder; and
      
     (l)  Liens incurred in connection with the extension, renewal or 
refinancing of the indebtedness secured by Liens of the type described in 
clauses (a) through (c) above, provided that any extension, renewal or 
replacement Lien shall be limited to the property encumbered by the existing 
Lien and the principal amount of the indebtedness.
     
   "PERSON" means any individual, sole proprietorship, partnership, limited 
liability company, joint venture, trust, unincorporated organization, 
association, corporation, institution, public benefit corporation, firm, 
joint stock company, estate, entity or governmental agency.
     
   "PRIME RATE" means the variable rate of interest, per annum, most recently 
announced by SVB, as its "prime rate," whether or not such announced rate is 
the lowest rate available from SVB.
     
   "PRIME BASED RATE" means an interest rate of the Prime Rate less 50 basis 
points.
     
   "REQUISITE LENDERS" means, at any time, Lenders then holding at least 
sixty-six and two-thirds percent (66.67%) of the aggregate Commitments; 
PROVIDED, HOWEVER, that in the event there shall be only two (2) Lenders, 
then both of such Lenders.
     
   "RESERVE REQUIREMENT" means, for any Interest Period, the average maximum 
rate at which reserves (including any marginal, supplemental or emergency 
reserves) are required to be maintained during such Interest Period under 
Regulation D against "Eurocurrency liabilities" (as such term is used in 
Regulation D) by member banks of the Federal Reserve System.  Without 
limiting the effect of the foregoing, the Reserve Requirement shall reflect 
any other reserves required to be maintained by the Lenders by reason of any 
regulatory change against (i) any

                                       -9-

<PAGE>

category of liabilities which includes deposits by reference to which LIBOR 
is be determined as used herein or (ii) any category of extensions of credit 
or other assets which include Advances.
     
   "RESPONSIBLE OFFICER" means, with respect to Cymer, each of the Chief 
Executive Officer, the Chief Financial Officer and the Treasurer and, with 
respect to Cymer Japan, a Representative Director.

   "REVOLVING ADVANCE" means an Advance made to Borrower pursuant to Section 
2.1.1 of this Agreement.

   "REVOLVING COMMITMENT" means, as to each Lender, the amount of the 
Commitment with respect to the Committed Revolving Line set forth in the 
Schedule next to such Lender's name.

   "REVOLVING MATURITY DATE" means one year from the date hereof, as such 
date may from time to time be extended by Lenders in their sole discretion 
pursuant to this Agreement.

   "SCHEDULE" means the schedule of Commitments attached hereto.

   "SERVICING AGENT" means SVB, not in its individual capacity, but solely in 
its capacity as agent for certain loan servicing functions, on behalf of and 
for the benefit of Lenders, and any successor agent, all as may be requested 
by the Lenders, unanimously, from time to time.

   "SUBORDINATED DEBT" means Cymer's 3-1/2%/7-1/4% Step-Up Convertible Notes 
Due 2004 (the "Notes") and any other debt of a Borrower which is subordinated 
to the debt owing by a Borrower to Lenders on terms at least favorable to 
Lenders as set forth in the indenture relating to the Notes or on such other 
terms approved by Requisite Lenders and Servicing Agent in writing, PROVIDED 
that in all cases the Obligations hereunder shall at all times constitute 
"Designated Senior Indebtedness" (as defined in the Notes) to the extent that 
any of the Notes remains outstanding.

   "SUBSIDIARY" means any Person which is an entity in which (i) any general 
partnership interest or (ii) more than 50% of the stock or other equity 
interest of which by the terms thereof ordinary voting power to elect the 
Board of Directors, managing members, managers or trustees of the entity 
shall, at the time as of which any determination is being made, be owned by 
Borrower, either directly or through an Affiliate.

   "TANGIBLE NET WORTH" means, as at any date of determination, the 
consolidated total assets of Borrower and its Subsidiaries, plus Subordinated 
Debt, MINUS, without duplication, (i) the sum of any amounts attributable to 
(a) goodwill, (b) other intangible items such as unamortized debt discount 
and expense, patents, trade and service marks and names, copyrights and 
capitalized research and development expenses except prepaid expenses, and 
(c) all reserves not already deducted from assets, and (ii) Total Liabilities.

   "TOTAL LIABILITIES" means at any date as of which the amount thereof shall 
be determined, all obligations that should, in accordance with GAAP, be 
classified as liabilities on the consolidated balance sheet of Borrower, 
including, in any event, all Indebtedness, but specifically excluding 
Subordinated Debt.

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<PAGE>

   1.2  ACCOUNTING TERMS.  All accounting terms not specifically defined 
herein shall be construed in accordance with GAAP and all calculations made 
hereunder shall be made in accordance with GAAP.  When used herein, the term 
"financial statements" shall include the notes and schedules thereto.

2.    CREDIT FACILITIES AND TERMS OF PAYMENT

   2.1  THE CREDIT FACILITIES.

     2.1.1    THE REVOLVING ADVANCES.  Subject to and upon the terms and 
conditions hereof, and in reliance upon the representations and warranties of 
the Borrowers set forth herein, each Lender severally agrees to make its 
Commitment Percentage of Revolving Advances to Cymer up to the amount of 
$2,000,000 from time to time until the close of business on the Revolving 
Maturity Date, in such sums as Cymer may request, PROVIDED that the aggregate 
principal amount of all Revolving Advances and the Dollar Equivalent of the 
Optional Currency Advances at any one time outstanding shall not exceed the 
Committed Revolving Line minus the Foreign Exchange Reserve.  Subject to the 
terms and conditions of this Agreement and in reliance upon the 
representations and warranties set forth herein, amounts borrowed pursuant to 
this Section 2.1.1 may be repaid and reborrowed at any time during the term 
of this Agreement.  The minimum amount of a Prime Based Rate Revolving 
Advance is $25,000.  The minimum amount of a LIBOR Based Rate Revolving 
Advance is $500,000, and loan amounts greater than such sum are required to 
be in integral multiples of $50,000 in excess thereof.

   Cymer promises to pay to Servicing Agent for the account of each Lender, 
in lawful money of the United States of America, the aggregate unpaid 
principal amount of all Revolving Advances made by Servicing Agent and 
Lenders to Borrower.  Borrower shall also pay interest on the aggregate 
unpaid principal amount of such Advances at the rates and in accordance with 
the terms hereof.

   The Committed Revolving Line shall terminate on the Revolving Maturity 
Date, at which time all Revolving Advances under this Section 2.1.1, all 
Optional Currency Advances, and other amounts due under this Agreement 
(except as otherwise expressly specified herein) shall be immediately due and 
payable.

     2.1.1.A    OPTIONAL CURRENCY ADVANCES.

             At the request of the Cymer Japan, Cymer may, on behalf of Cymer 
Japan, request Advances hereunder, from time to time, in an Optional 
Currency, PROVIDED, HOWEVER, that the Dollar Equivalent of the aggregate 
principal amount of all such Optional Currency Advances at any one time 
outstanding shall not exceed Three Million Dollars ($3,000,000) AND the 
aggregate principal amount of all Revolving Advances, the Dollar Equivalent 
of the aggregate principal amount of all Optional Currency Advances at any 
one time outstanding shall not exceed the Committed Revolving Line minus the 
Foreign Exchange Reserve.  All Advances made in an Optional Currency shall be 
made exclusively by BOH, and repayments of Optional Currency Advances made in 
such Optional Currency shall be made only at the branch of BOH in the country 
of such Optional Currency.  

     2.1.2    [RESERVED]

                                       -11-
<PAGE>

     2.1.3   FOREIGN EXCHANGE CONTRACTS; FOREIGN EXCHANGE SETTLEMENTS.

       (a)    Subject to the terms of this Agreement, either Borrower, on a 
joint basis, may enter into foreign exchange contracts (the "Exchange 
Contracts") not to exceed an aggregate Dollar Equivalent amount of 
$100,000,000 (the "Contract Limit"), pursuant to which Lenders shall sell to 
or purchase from Borrower foreign currency on a spot or future basis.  A 
Borrower shall not request any Exchange Contracts at any time a Default or an 
Event of Default has occurred and is continuing.  All Exchange Contracts must 
provide for delivery of settlement on or before the Revolving Maturity Date.  
The amount available under the Committed Revolving Line at any time shall be 
reduced by the following amounts (the "Foreign Exchange Reserve") on any 
given day (the "Determination Date"): on all outstanding Exchange Contracts 
on which delivery is to be effected or settlement allowed, 10% of the gross 
amount of the Exchange Contracts.

       (b)    Lenders may, in their discretion, terminate the Exchange 
Contracts at any time (i) that an Event of Default has occurred and is 
continuing or (ii) that there is insufficient availability under the 
Committed Revolving Line and the applicable Borrower does not have available 
funds in its deposit account with Lender to satisfy the Foreign Exchange 
Reserve.  If Lender terminates the Exchange Contracts, and without limitation 
of any applicable indemnities, the applicable Borrower agrees to reimburse 
Lender for any and all fees, costs and expenses relating thereto or arising 
in connection therewith.

       (c)   The Borrowers shall not permit the total gross amount of all 
Exchange Contracts on which delivery is to be effected and settlement allowed 
in any two business day period to be more than $20,000,000 in the aggregate 
for both Borrowers (the "Settlement Limit") nor shall the Borrowers permit 
the total gross amount of all Exchange Contracts to which either Borrower is 
a party, outstanding at any one time in the aggregate, to exceed the Contract 
Limit. Notwithstanding the above, however, the amount which may be settled in 
any two (2) business day period may be increased above the Settlement Limit 
up to, but in no event to exceed, the amount of the Contract Limit under 
either of the following circumstances:

         (i)   if there is sufficient availability under the Committed 
Revolving Line in the amount of the Foreign Exchange Reserve as of each 
Determination Date, provided that Lender in advance shall have reserved the 
full amount of the Foreign Exchange Reserve against the Committed Revolving 
Line; or

         (ii)    if there is insufficient availability under the Committed 
Revolving Line, as to settlements within any two (2) Business Day period, 
provided that Lender, in its sole discretion, may:  (A) verify good funds 
overseas prior to crediting the deposit account of the applicable Borrower 
with a Lender (in the case of the sale by Borrower of foreign currency); or 
(B) debit the deposit account of the applicable Borrower with a Lender prior 
to delivering foreign currency overseas (in the case of the purchase by 
Borrower of foreign currency).

       (d)    In the case of the purchase by the applicable Borrower of 
foreign currency, such Borrower in advance shall instruct Lender upon 
settlement 

                                       -12-

<PAGE>

either to treat the Settlement Amount as a Revolving Advance, or to debit the 
account of such Borrower for the amount settled.

       (e)  The applicable Borrower shall execute all standard form 
applications and agreements of Lender in connection with the Exchange 
Contracts and, without limiting any of the terms of such applications and 
agreements, such Borrower will pay all standard fees and charges of Lender in 
connection with the Exchange Contracts.

   2.2    OVERADVANCES.  If, at any time or for any reason, the amount of 
Obligations owed by a Borrower under the Committed Revolving Line or the 
Dollar Equivalent of the Obligations relating to Optional Currency Advances 
exceeds the applicable credit limitation, such Borrower shall immediately pay 
to Servicing Agent, on behalf of Lenders, in cash, the amount of such excess. 

   2.3    INTEREST RATES, PAYMENTS, CALCULATIONS, BORROWING PROCEDURES.

     2.3.1    INTEREST RATE.  Except as set forth in Section 2.3.2, all 
Revolving Advances shall bear interest on the average Daily Balance thereof 
at a rate per annum equal to either the Prime Based Rate or the LIBOR Based 
Rate, which interest rate election may be made in writing by the Borrower to 
the Servicing Agent, provided that (a) the initial interest rate relating to 
each of the Revolving Advances shall be the Prime Based Rate unless the 
Borrower notifies the Servicing Agent otherwise in accordance herewith as if 
such an election were a conversion from a existing Prime Based Rate Advance 
to a LIBOR Based Rate Advance under Section 2.7 hereof with the closing date 
herewith considered to be the conversion date thereunder, (b) subsequent 
switches in interest rate from the Prime Based Rate to the LIBOR Based Rate 
and vice versa shall be accomplished in accordance with Section 2.7 hereof, 
and (c) there shall be a single interest rate applicable to all Revolving 
Advances.  All Optional Currency Advances shall bear interest on the average 
Daily Balance thereof at the Optional Currency Rate.

     2.3.2    DEFAULT RATE.  All Obligations shall bear interest, from and 
after the occurrence of an Event of Default, at a rate equal to the lesser of 
(i) two (2) percentage points above the interest rate applicable immediately 
prior to the occurrence of the Event of Default, or (ii) the maximum rate 
permitted by law including, to the extent applicable to Optional Currency 
Advances, the law of the country of such Optional Currency.

     2.3.3    PAYMENTS.  Interest on all Advances shall accrue at the 
applicable interest rate from the date of the making of such Advances and 
shall be payable by the Borrower to the Servicing Agent on the 5th of each 
month, except for the interest on the LIBOR Based Rate Advances which shall 
be payable at the end of the applicable Interest Period.  Each Borrower 
hereby authorizes Servicing Agent to debit any accounts with Servicing Agent, 
including, without limitation, Account Number _____________________ for 
payments of principal and interest due on the Obligations and any other 
amounts owing by such Borrower to Lenders. Servicing Agent shall notify the 
applicable Borrower of all debits which Servicing Agent makes against such 
Borrower's accounts.  Any such debits against a Borrower's accounts in no way 
shall be deemed a set-off.  With respect to repayments of Optional Currency 
Advances, the branch of BOH in the country of the Optional Currency shall, at 
the option of

                                       -13-

<PAGE>

BOH, charge such interest and all periodic payments against the applicable 
Borrower's deposit account in such country or against the Committed Revolving 
Line, in which case those amounts shall thereafter accrue interest at the 
rate then applicable thereunder.  Any interest not paid when due shall be 
compounded by becoming a part of the Obligations, and such interest shall 
thereafter accrue interest at the rate then applicable hereunder.

     2.3.4    COMPUTATION.  In the event the Prime Rate is changed from time 
to time hereafter, the applicable Prime Based Rate of interest hereunder 
shall be increased or decreased effective as of 12:01 a.m. on the day the 
Prime Rate is changed, by an amount equal to such change in the Prime Rate.  
All interest relating to the Prime Rate chargeable under the Loan Documents 
shall be computed on the basis of a three hundred sixty five (365) day year 
for the actual number of days elapsed, except where the law or commercial 
custom in the country of the Optional Currency requires otherwise.  All 
interest relating to the LIBOR Based Rate Advances chargeable under the Loan 
Documents shall be computed on the basis of a three hundred sixty (360) day 
year for the actual number of days elapsed.

     2.3.5    BORROWING PROCEDURES.  Whenever a Borrower desires a Credit 
Extension hereunder, Borrower shall notify Servicing Agent (A) by facsimile 
transmission or telephone no later than 11:00 a.m. California time, on the 
Business Day prior to which a Prime Based Rate Credit Extension is to be 
made, (B) by facsimile transmission no later than 12:00 p.m. noon California 
time on the Business Day that is three (3) Business Days prior to the 
Business Day on which a LIBOR Based Rate Credit Extension is to be made and 
(C) by facsimile transmission no later than 12:00 p.m. noon California time 
on the Business Day that is two (2) Business Days prior to the Business Day 
on which an Optional Currency Rate Advance is to be made.  Servicing Agent 
shall promptly deliver such notice to the Lenders.  Each such notification 
shall be promptly confirmed by a Payment/Advance Form in substantially the 
form of EXHIBIT B hereto.  Servicing Agent is authorized to make Credit 
Extensions under this Agreement, based upon instructions received by 
Servicing Agent from a Responsible Officer, or without instructions if in 
Servicing Agent's discretion such Credit Extensions are necessary to meet 
Obligations which have become due and remain unpaid. Servicing Agent and 
Lender shall be entitled to rely on any telephonic notice given by an 
individual whom Servicing Agent or any Lender reasonably believes to be a 
Responsible Officer, and the applicable Borrower shall indemnify and hold 
Servicing Agent and Lenders harmless for any damages or loss suffered by 
Servicing Agent or Lenders as a result of such reliance.  Each Lender will 
wire or credit, as appropriate, the amount of Advances in United States 
Dollars made under Section 2.1 to the applicable Borrower's deposit account 
held by Servicing Agent, as specified by such Borrower, or, as to an Advance 
in an Optional Currency, to such Borrower's deposit account held by BOH in 
the respective branch office in the country of the Optional Currency.

     2.3.6    PREPAYMENTS.  Borrowers may at any time prepay any Prime Rate 
Based Revolving Advance or any Optional Currency Rate Advance, in full or in 
part, without premium or penalty.  Each prepayment shall be made upon the 
irrevocable written or telephone notice of Borrowers received by the 
Servicing Agent not later than 10:00 a.m. California time on the date of the 
prepayment of a Prime Based Rate Revolving Advance and not less than two 
Business Days in the country of the Optional Currency prior to the date of 
the prepayment of an Optional Currency Rate Advance.  The notice of 
prepayment shall specify the date of the prepayment, the amount of the 
prepayment, and the Advance or Advances to be prepaid. Each 

                                       -14-

<PAGE>

prepayment of an Optional Currency Rate Advance for which the term and 
interest rate have been fixed shall be accompanied by the payment of accrued 
interest on the amount prepaid.
     
     2.4    CREDITING PAYMENTS.  Prior to the occurrence of an Event of 
Default, Servicing Agent shall credit a wire transfer of funds, check or 
other item of payment paid by Borrower to Servicing Agent on behalf of 
Lenders to such deposit account or Obligation as Borrower specifies.  After 
the occurrence and during the continuance of an Event of Default, the receipt 
by Servicing Agent on behalf of Lenders of any wire transfer of funds, check, 
or other item of payment shall be immediately applied to conditionally reduce 
Obligations, but shall not be considered a payment on account unless such 
payment is of immediately available federal funds or unless and until such 
check or other item of payment is honored when presented for payment.  
Notwithstanding anything to the contrary contained herein, any payment (other 
than a wire transfer or other payment in immediately available funds) 
received by Servicing Agent or any Lender after 12:00 p.m. noon California 
time (or, as to a payment in Optional Currency, noon at the BOH branch office 
in the country of the Optional Currency) shall be deemed to have been 
received by Servicing Agent or such Lender as of the opening of business on 
the immediately following Business Day.  Whenever any payment to Servicing 
Agent or any Lender under the Loan Documents would otherwise be due (except 
by reason of acceleration) on a date which is not a Business Day, such 
payment shall instead be due on the next Business Day, and additional fees or 
interest, as applicable, shall accrue and be payable for the period of such 
extension.

     2.5    FEES.  Cymer shall pay to Servicing Agent on behalf of Lenders 
the following:

       2.5.1    FACILITY FEE.  A Facility Fee equal to Forty Three Thousand 
Seven-Hundred Fifty Dollars ($43,750), which fee shall be shared equally by 
Lenders, shall be due on the Closing Date and shall be fully earned and 
non-refundable;

       2.5.2    [RESERVED]

       2.5.3    LENDERS' EXPENSES.  Upon the date hereof, all Lenders' 
Expenses incurred through the date hereof, including reasonable attorneys' 
fees and expenses.

       2.5.4    UNUSED LINE FEE.  Borrower shall pay the Lenders an unused 
line fee, in addition to all interest and other fees payable hereunder.  The 
amount of such fee shall be .125% per annum multiplied by an amount equal to 
$15,000,000 minus the sum of the average Daily Balance of (a) the outstanding 
Revolving Advances plus (b) the Dollar Equivalent of the Optional Currency 
Advances plus (c) the Foreign Exchange Reserve.  The unused line fee shall be 
computed and paid quarterly, in arrears, on the last day of March, June, 
September and December of each year, commencing on December 31, 1997, with 
respect to the quarter then ended.

     2.6    ADDITIONAL COSTS.  In case any change in any law, regulation, 
treaty or official directive or the interpretation or application thereof by 
any court or any governmental authority charged with the administration 
thereof or the compliance with any guideline or request

                                       -15-

<PAGE>

of any central bank or other governmental authority (whether or not having 
the force of law), in each case after the date of this Agreement:

       2.6.1     subjects Servicing Agent or any Lender to any tax with 
respect to payments of principal or interest or any other amounts payable 
hereunder by Borrower or otherwise with respect to the transactions 
contemplated hereby (except for taxes on the overall net income of Servicing 
Agent or such Lender imposed by any jurisdiction or any political subdivision 
thereof);

       2.6.2    imposes, modifies or deems applicable any deposit insurance, 
reserve, special deposit or similar requirement against assets held by, or 
deposits in or for the account of, or loans by, Servicing Agent or any 
Lender; or

       2.6.3    imposes upon Servicing Agent or any Lender any other 
condition with respect to its performance under this Agreement,

and the result of any of the foregoing is to increase the cost to Servicing 
Agent or such Lender, reduce the income receivable by Servicing Agent or such 
Lender or impose any expense upon Servicing Agent or such Lender with respect 
to any Advances, Servicing Agent or such Lender, as applicable, shall notify 
Borrower thereof.  Borrower agrees to pay to Servicing Agent or such Lender 
the amount of such increase in cost, reduction in income or additional 
expense as and when such cost, reduction or expense is incurred or 
determined, upon presentation by Servicing Agent or such Lender of a 
statement of the amount and setting forth Servicing Agent's or such Lender's 
calculation thereof, all in reasonable detail, which statement shall be 
deemed true and correct absent manifest error; PROVIDED, HOWEVER, that the 
Borrower shall not be liable for any such amount attributable to any period 
prior to the date one-hundred eighty (180) days prior to the date of such 
statement.  Lender agrees that it will allocate all such increased costs 
among its customers similarly affected in good faith and in a manner 
consistent with Lender's customary practice.

     2.7  CONVERSION/CONTINUATION OF ADVANCES.

       (a)  Borrowers may from time to time submit in writing a request that 
Prime Rate Based Advances be converted to LIBOR Based Rate Advances or that 
any existing LIBOR Based Rate Advances continue for an additional Interest 
Period. Such request shall specify the amount of the Prime Based Rate 
Advances which will constitute LIBOR Based Rate Advances (subject to the 
limits set forth below and as otherwise set forth herein) and the Interest 
Period to be applicable to such LIBOR Based Rate Advances.  Each written 
request for a conversion to a LIBOR Based Rate Advance or a continuation of a 
LIBOR Based Rate Advance shall be substantially in the form of a LIBOR Rate 
Conversion/Continuation Certificate as set forth on EXHIBIT C, which shall be 
duly executed by a Responsible Officer.  Subject to the terms and conditions 
contained herein, three (3) Business Days after Servicing Agent's receipt of 
such a request from Borrower, such Prime Based Rate Advances shall be 
converted to LIBOR Based Rate Advances or such LIBOR Based Rate Advances 
shall continue, as the case may be, provided that:

                                       -16-

<PAGE>

         (i)    no Event of Default or event which with notice or passage of 
time or both would constitute an Event of Default exists;

         (ii)    Borrower shall have complied with the procedures as Lenders 
have established set forth in Section 2.3.5 for LIBOR Based Rate Advances; and

         (iii)    Servicing Agent shall have determined that the Interest 
Period or LIBOR Rate is available to Lenders as of the date of the request 
for such LIBOR Based Rate Advance.

   Any request by Borrowers to convert Prime Based Rate Advances to LIBOR 
Based Rate Advances or continue any existing LIBOR Based Rate Advances shall 
be irrevocable.  Notwithstanding anything to the contrary contained herein, 
Lenders shall not be required to purchase United States Dollar deposits in 
the London interbank market or other applicable LIBOR market to fund any 
LIBOR Based Rate Advances, but the provisions hereof shall be deemed to apply 
as if the Lenders had purchased such deposits to fund the LIBOR Based Rate 
Advances.

       (b)  Any LIBOR Based Rate Advances shall automatically convert to 
Prime Based Rate Advances upon the last day of the applicable Interest 
Period, unless the Servicing Agent has received and approved a complete and 
proper request to continue such LIBOR Based Rate Advance at least three (3) 
Business Days prior to such last day in accordance with the terms hereof.  
Any LIBOR Based Rate Advances shall, in Lenders' commercially reasonable 
discretion, convert to Prime Based Rate Advances in the event that an Event 
of Default shall exist and be continuing.

   2.8       ADDITIONAL REQUIREMENTS/PROVISIONS REGARDING LIBOR BASED RATE 
ADVANCES OR OPTIONAL CURRENCY RATE ADVANCES.

     (a)  If for any reason (including voluntary or mandatory prepayment or 
acceleration), Lenders receive all or part of the principal amount of a LIBOR 
Based Rate Advance prior to the last day of the Interest Period for such 
LIBOR Based Rate Advance, Borrower shall within 10 days of demand by 
Servicing Agent, pay Servicing Agent the amount (if any) by which (i) the 
additional interest which would have been payable on the amount so received 
had it not been received until the last day of such Interest Period or term 
exceeds (ii) the interest which would have been recoverable by Lender by 
placing the amount so received on deposit in the certificate of deposit 
markets or the offshore currency interbank markets or United States Treasury 
investment products, as the case may be, for a period starting on the date 
which it was so received and ending on the last day of such Interest Period 
or term at the interest rate determined by Servicing Agent in its reasonable 
discretion plus Borrower shall also pay to Servicing Agent any and all other 
costs or expenses incurred by the Servicing Agent as a result of any such 
conversion.  Servicing Agent's determination as to such amount shall be 
conclusive absent manifest error.

     (b)  If at any time a Lender, in its sole and absolute discretion, 
determines that: (i) the amount of the LIBOR Based Rate Advances or Optional 
Currency Rate Advances for periods equal to the corresponding Interest 
Periods or any other period are not available to such

                                       -17-

<PAGE>

Lender in the offshore currency interbank markets, or (ii) LIBOR or the 
Optional Currency Rate does not accurately reflect the cost to Lenders of 
lending the LIBOR Based Rate Advance or Optional Currency Rate Advance, then 
such Lender shall promptly give notice thereof to Borrower, and upon the 
giving of such notice such Lender's obligation to make the LIBOR Based Rate 
Advance or Optional Currency Rate Advances shall terminate, unless Lenders 
and Borrower agree in writing to a different interest rate applicable to 
LIBOR Based Rate Advances or Optional Currency Rate Advances. If it shall 
become unlawful for a Lender to continue to fund or maintain any Advances 
(other than with respect to Prime Rate Based Advances), or to perform its 
obligations hereunder with respect thereto, upon demand by such Lender, 
Borrower shall, with respect to Optional Currency Advances, prepay the 
Advances in full with accrued interest thereon and all other amounts payable 
by Borrower hereunder (including, without limitation, any amount payable in 
connection with such prepayment pursuant to Section 2.8(a)) and, with respect 
to LIBOR Based Rate Advances, convert such Advances to Prime Rate Based 
Advances.
     
   2.9    TERM.  Except as otherwise set forth herein, this Agreement shall 
become effective on the Closing Date and, subject to Sections 13.2.4 and 
13.7, shall continue in full force and effect for a term ending on the 
Revolving Maturity Date with respect Revolving Advances, Optional Currency 
Advances and Foreign Exchange Contracts.  Notwithstanding the foregoing, 
Lenders shall have the right to terminate their obligation to make Credit 
Extensions under this Agreement immediately and without notice upon the 
occurrence and during the continuance of an Event of Default, PROVIDED that 
Lenders are not required to make Advances during the pendency of a Default.

3.    CONDITIONS OF LOANS

   3.1    CONDITIONS PRECEDENT TO INITIAL CREDIT EXTENSION.  The obligation 
of Lenders to make the initial Credit Extension is subject to the condition 
precedent that Lenders shall have received, in form and substance 
satisfactory to Lenders, the following:

       (a)       this Agreement;

       (b)       a certificate of the Secretary of each Borrower with respect 
to incumbency and resolutions authorizing the execution and delivery of this 
Agreement;

       (c)       certificates of the Secretary of State of Nevada and the 
Secretary of State of California with respect to the valid existence, good 
standing, and foreign qualification, as applicable with respect to Cymer, 
Inc. and such certificates and other written evidence with respect to the 
valid existence and good standing of Cymer Japan, Inc.;

       (d)    an opinion of Borrower's counsel acceptable to the Lenders;

       (e)    guaranty by Cymer of the obligations of Cymer Japan hereunder, 
in such form as is acceptable to the Lenders;

       (f)    [reserved];

       (g)    insurance certificate;


                                     -18-
<PAGE>

       (h)    [reserved];

       (i)    payment of the fees and expenses (including, without 
limitation, Lenders' Expenses) then due specified in Section 13.2.1 hereof; 

       (j)    the Disclosure Letter; and

       (k)    such other documents, and completion of such other matters, as 
Lenders may reasonably deem necessary or appropriate.

   3.2    CONDITIONS PRECEDENT TO ALL CREDIT EXTENSIONS.  The obligation of 
Lenders to make each Credit Extension, including the initial Advance, is 
further subject to the following conditions:

       (a)    timely receipt by Servicing Agent on behalf of Lenders of the 
Payment/Advance Form; and

       (b)    the representations and warranties contained in Section 5 shall 
be true and correct in all material respects on and as of the date of such 
Payment/Advance Form and on the effective date of each Credit Extension as 
though made at and as of each such date (except to the extent they relate 
specifically to an earlier date, in which case such representations and 
warranties shall continue to have been true and accurate as of such date), 
and no Event of Default shall have occurred and be continuing, or would 
result from such Credit Extension.  The making of each Credit Extension shall 
be deemed to be a representation and warranty by Borrower on the date of such 
Credit Extension as to the accuracy of the facts referred to in this Section 
3.2(c).

4.    [RESERVED]

5.    REPRESENTATIONS AND WARRANTIES

   Each Borrower severally represents and warrants as follows (but where 
indicated only Cymer so represents and warrants):
     
   5.1    DUE ORGANIZATION AND QUALIFICATION.  Such Borrower and each 
Subsidiary is a corporation duly existing and in good standing under the laws 
of its state or jurisdiction of organization and qualified and licensed to do 
business in, and is in good standing in, any state or country in which the 
conduct of its business or its ownership of property requires that it be so 
qualified, except for states or countries as which any failure to so qualify 
would not have a Material Adverse Effect.

   5.2    DUE AUTHORIZATION; NO CONFLICT.  The execution, delivery, and 
performance of the Loan Documents are within such Borrower's powers, have 
been duly authorized, and are not in conflict with nor constitute a breach of 
any provision contained in such Borrower's Articles of Incorporation or 
Bylaws (or similar constituent documents), nor will they constitute an event 
of default under any material agreement to which such Borrower is a party or 
by which such Borrower is bound.  Such Borrower is not in default under any 
agreement to which it is a party or by which it is bound, which default could 
reasonably be expected to have a Material Adverse Effect.

                                       -19-

<PAGE>

   5.3    NO PRIOR ENCUMBRANCES.  Such Borrower has good and indefeasible 
title to all of its assets, free and clear of Liens, except for Permitted 
Liens.

   5.4    [RESERVED]

   5.5    MERCHANTABLE INVENTORY.  All Inventory is in all material respects 
of good and marketable quality, free from all material defects.

   5.6    NAME; LOCATION OF CHIEF EXECUTIVE OFFICE.  Except as disclosed in 
the Disclosure Letter, such Borrower has not done business under any name 
other than that specified on the signature page hereof.  The chief executive 
office of such Borrower is located at the address indicated in SECTION 11 
hereof.

   5.7    LITIGATION.  Except as set forth in the Disclosure Letter, there 
are no actions or proceedings pending by or against such Borrower or any 
Subsidiary before any court or administrative agency in which an adverse 
decision would reasonably be expected to have a Material Adverse Effect.  
Such Borrower does not have knowledge of any such pending or threatened 
actions or proceedings.

  5.8    NO MATERIAL ADVERSE CHANGE IN FINANCIAL STATEMENTS.  All 
consolidated financial statements related to Cymer and any Subsidiary which 
have been delivered by Cymer to Lenders fairly present in all material 
respects such Borrower's consolidated financial condition as of the date 
thereof and such Borrower's consolidated results of operations for the period 
then ended.  There has not been a material adverse change in the consolidated 
financial condition of such Borrower since the date of the most recent of 
such financial statements submitted to Lenders.

   5.9    SOLVENCY.  Such Borrower is solvent and able to pay its debts 
(including trade debts) as they mature.

   5.10    REGULATORY COMPLIANCE.  Such Borrower and each Subsidiary has met 
the minimum funding requirements of ERISA with respect to any employee 
benefit plans subject to ERISA.  No event has occurred resulting from such 
Borrower's failure to comply with ERISA that is reasonably likely to result 
in such Borrower's incurring any liability that would reasonably be expected 
to have a Material Adverse Effect.  Such Borrower is not an "investment 
company" or a company "controlled" by an "investment company" within the 
meaning of the Investment Company Act of 1940.  Such Borrower is not engaged 
principally, or as one of the important activities, in the business of 
extending credit for the purpose of purchasing or carrying margin stock 
(within the meaning of Regulations G, T and U of the Board of Governors of 
the Federal Reserve System).  Such Borrower has complied with all the 
provisions of the Federal Fair Labor Standards Act applicable to it.  Such 
Borrower has not violated any statutes, laws, ordinances or rules applicable 
to it, violation of which could have a Material Adverse Effect.

   5.11    ENVIRONMENTAL CONDITION.  None of such Borrower's or any 
Subsidiary's properties or assets has ever been used by such Borrower or any 
Subsidiary or, to the best of such Borrower's knowledge, by previous owners 
or operators, in the disposal of, or to produce, store, handle, treat, 
release, or transport, any hazardous waste or hazardous substance other than 
in accordance with applicable law; to the best of such Borrower's knowledge, 
none of such

                                       -20-

<PAGE>

Borrower's properties or assets has ever been designated or identified in any 
manner pursuant to any environmental protection statute as a hazardous waste 
or hazardous substance disposal site, or a candidate for closure pursuant to 
any environmental protection statute; no lien arising under any environmental 
protection statute has attached to any revenues or to any real or personal 
property owned by such Borrower or any Subsidiary; and neither such Borrower 
nor any Subsidiary has received a summons, citation, notice, or directive 
from the Environmental Protection Agency or any other federal, state or other 
governmental agency concerning any action or omission by such Borrower or any 
Subsidiary resulting in the releasing, or otherwise disposing of hazardous 
waste or hazardous substances into the environment.

   5.12    TAXES.  Such Borrower and each Subsidiary has filed or caused to 
be filed all tax returns required to be filed, and has paid, or has made 
adequate provision for the payment of, all taxes reflected therein.

   5.13    SUBSIDIARIES.  Such Borrower does not own any stock, partnership 
interest or other equity securities of any Person, except for Permitted 
Investments.

   5.14    GOVERNMENT CONSENTS.  Such Borrower and each Subsidiary has 
obtained all consents, approvals and authorizations of, made all declarations 
or filings with, and given all notices to, all governmental authorities which 
are necessary for the continued operation of such Borrower's business as 
currently conducted, except where the failure to obtain such consent, 
approval or authorization, to make any such declaration or filing or to give 
any such notice would not reasonably be expected to have a Material Adverse 
Effect.

   5.15    FULL DISCLOSURE.  No representation, warranty or other statement 
made by such Borrower in any certificate or written statement furnished to 
Lender by such Borrower in connection with the transaction contemplated by 
this Agreement, taken as a whole with Cymer's filings with the Securities and 
Exchange Commission contains any untrue statement of a material fact or omits 
to state a material fact necessary in order to make the statements contained 
in such certificates or statements not misleading, it being recognized by the 
Lenders that the projections and forecasts provided by such Borrower are not 
to be viewed as facts and that actual results during the period or periods 
covered by any such projections and forecasts may differ from the projected 
or forecasted results).

6.    AFFIRMATIVE COVENANTS

   Each Borrower covenants and agrees that, until payment in full of all 
outstanding Obligations, and for so long as Lenders may have any commitment 
to make a Credit Extension hereunder, such Borrower shall do all of the 
following (provided that where indicated such covenant shall only apply to 
Cymer):

   6.1       GOOD STANDING.  Such Borrower shall maintain or cause to be 
maintained its and each of its Subsidiaries' corporate existence and good 
standing in its jurisdiction of incorporation or formation and maintain 
qualification in each jurisdiction in which the failure to so qualify would 
reasonably be expected to have a Material Adverse Effect.  Such Borrower 
shall maintain, and shall cause each of its Subsidiaries to maintain, to the 
extent consistent with 


                                      -21-

<PAGE>

prudent management of Borrower's business, in force all licenses, approvals 
and agreements, the loss of which would reasonably be expected to have a 
Material Adverse Effect.

   6.2       GOVERNMENT COMPLIANCE.  Such Borrower shall meet, and shall 
cause each Subsidiary to meet, the minimum funding requirements of ERISA with 
respect to any employee benefit plans subject to ERISA.  Such Borrower shall 
comply, and shall cause each Subsidiary to comply, with all statutes, laws, 
ordinances and government rules and regulations to which it is subject, 
noncompliance with which could have a Material Adverse Effect.

   6.3       FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.  Cymer shall 
deliver to Lenders:  (a) as soon as available, but in any event within thirty 
(30) days after the end of each quarter, a company-prepared consolidated 
balance sheet and income statement covering Cymer's consolidated operations 
during such period, certified by an officer of Cymer reasonably acceptable to 
Lenders; (b) as soon as available, but in any event within ninety (90) days 
after the end of Cymer's fiscal year, audited consolidated financial 
statements of Borrower prepared in accordance with GAAP, consistently 
applied, together with an unqualified opinion of an independent certified 
public accounting firm with respect to such financial statements, reasonably 
acceptable to Lenders; (c) within three (3) days of filing, copies of all 
statements, reports and notices sent or made available generally by Cymer to 
its security holders or to any holders of Subordinated Debt and all reports 
on Forms 10-K, 10-Q or 8-K filed with the Securities and Exchange Commission; 
(d) promptly upon receipt of notice thereof, a report of any legal actions 
pending or threatened against Cymer or any Subsidiary which could result in 
damages or costs to Cymer or such Subsidiary of $2,500,000 or more; and (e) 
such budgets, sales projections, operating plans or other financial 
information as Lenders may reasonably request from time to time.      
Borrower shall deliver to Lenders with the quarterly financial statements a 
Compliance Certificate signed by a Responsible Officer in substantially the 
form of EXHIBIT D hereto.

   6.4       INVENTORY; RETURNS.  Borrower shall, within a reasonable time 
period, notify Servicing Agent of all returns and recoveries and of all 
disputes and claims, where the return, recovery, dispute or claim involves 
more than $2,500,000. 

   6.5       TAXES.  Such Borrower shall make, and shall cause each 
Subsidiary to make, due and timely payment or deposit of all material 
foreign, federal, state, and local taxes, assessments, duties or 
contributions required of such Borrower or such Subsidiary by law, and will 
execute and deliver to Lenders, on demand, appropriate certificates attesting 
to the payment or deposit thereof; and such Borrower shall make, and shall 
cause each Subsidiary to make, timely payment or deposit of all material tax 
payments and withholding taxes required of such Borrower or such Subsidiary 
by applicable laws, including, but not limited to, those laws concerning 
F.I.C.A., F.U.T.A., state disability, and local, state, federal and foreign 
income taxes; PROVIDED that such Borrower or such Subsidiary need not make 
any payment if the amount or validity of such payment is contested in good 
faith by appropriate proceedings and is reserved against by such Borrower to 
the extent required by GAAP. 


                                     -22-
<PAGE>

   6.6       INSURANCE.  Borrower, at its expense, shall keep all of its 
material assets  insured against loss or damage by fire, theft, explosion, 
sprinklers, and all other hazards and risks, and in such amounts as are 
ordinarily insured against by other owners in similar businesses conducted in 
the locations where Borrower's business is conducted on the date hereof.  
Borrower shall also maintain insurance relating to Borrower's ownership use 
of its assets and such other property in amounts and types as are customary 
to businesses similar to Borrower's. 

   6.7       PRINCIPAL DEPOSITORY.  Such Borrower shall maintain its 
principal domestic depository and operating accounts with SVB. 

   6.8       TANGIBLE NET WORTH.  Cymer, Inc. shall maintain, on a 
consolidated basis, as of the last day of each calendar quarter, a Tangible 
Net Worth of not less than Two Hundred Seventy-Five Million Dollars 
($275,000,000) PLUS Fifty Percent (50%) of Borrower's quarterly net income 
(after taxes) (with no subtraction for losses) beginning with the period 
ending September 30, 1997, with the understanding that in connection with the 
calculation of Tangible Net Worth the assets and liabilities of Borrower 
associated with the Foreign Exchange Contracts shall be included therein on a 
Net Basis. 

   6.9       MINIMUM CASH FLOW RATIO.  Cymer, Inc. shall maintain, on a 
consolidated basis, as of the last calendar day of each quarter with respect 
to the immediately preceding four quarters, a Cash Flow Ratio of at least 
1.00 to 1.00.  "Cash Flow Ratio" is defined as earnings before interest and 
taxes plus depreciation and amortization, DIVIDED BY total Commitments for 
both Lenders. 

   6.10      RIGHT TO INSPECT.  Any Lender (through any of their officers, 
employees, or agents) shall have the right, upon reasonable prior notice, 
from time to time during Borrower's usual business hours, to inspect 
Borrower's Books in order to verify Borrower's financial condition.      

   6.11      DESIGNATED SENIOR INDEBTEDNESS.  The Obligations hereby shall at 
all times constitute "Designated Senior Indebtedness" under all Subordinated 
Debt obligations.

   6.12      FURTHER ASSURANCES.  At any time and from time to time such 
Borrower shall execute and deliver such further instruments and take such 
further action as may reasonably be requested by Servicing Agent or Lenders 
to effect the purposes of this Agreement. 

7.    NEGATIVE COVENANTS

      Each Borrower covenants and agrees that, so long as any credit 
hereunder shall be available and until payment in full of the outstanding 
Obligations or for so long as Lenders may have any commitment to make any 
Credit Extensions, such Borrower will not do any of the following:

   7.1       DISPOSITIONS.  Convey, sell, lease, transfer or otherwise 
dispose of (collectively, a "Transfer"), or permit any of its Subsidiaries to 
Transfer, all or any part of their respective businesses or properties, other 
than:  (i) Transfers of Inventory in the ordinary course of business; (ii) 
Transfers of non-exclusive licenses or similar arrangements for the use of 
the property of Borrower or its Subsidiaries; (iii) Transfers of worn-out or 
obsolete Equipment; (iv) 


                                     -23-
<PAGE>

Transfers which constitute liquidation of Investments permitted under Section 
7.7; (v) Transfers from any Subsidiary to another Subsidiary or Cymer and any 
Transfers from Cymer to a Subsidiary that are Permitted Investments; or (vi) 
other Transfers not otherwise permitted by this Section 7.1 not exceeding 10% 
of Borrower's Tangible Net Worth in any fiscal year.  

   7.2       CHANGE IN BUSINESS.  Engage in any business, or permit any of 
its Subsidiaries to engage in, any business, other than (i) the businesses 
currently engaged in by such Borrower or its Subsidiaries and (ii) any 
business substantially similar or related thereto (or incidental thereto), or 
suffer a material change in such Borrower's ownership, management or 
directors, other than the sale by such Borrower of equity securities of the 
Borrower.  Such Borrower shall not, without thirty (30) days prior written 
notification to Lenders, relocate its chief executive office or change its 
name. 

   7.3       MERGERS OR ACQUISITIONS.  Merge or consolidate, or permit any of 
its Subsidiaries to merge or consolidate, with or into any other business 
organization, or acquire, or permit any of its Subsidiaries to acquire, all 
or substantially all of the capital stock or property of another Person 
EXCEPT (i) any Subsidiary may merge or consolidate with any Subsidiary or 
Cymer; or (ii) Cymer or any Subsidiary may merge or consolidate with or 
acquire all or substantially all of the capital stock or property of a Person 
in connection with a transaction in which the consideration consists of 
Capital stock of Cymer or any Subsidiary or, to the extent any consideration 
consists of cash or other property (other than capital stock) such 
transaction would be permitted as an Investment permitted under Section 
7.7(o); PROVIDED that in any merger or consolidation involving Borrower, 
Borrower shall be the surviving corporation, PROVIDED, FURTHER, such 
transaction do not violate any other term or provision of this Agreement; and 
PROVIDED, FURTHER, the aggregate value of the assets acquired in any such 
merger do not exceed 25% of such Borrower's Tangible Net Worth as of the end 
of the month prior to the effective date of the merger, and any assets of the 
corporation acquired in the merger are not subject to any liens or 
encumbrances, except Permitted Liens. 

   7.4       INDEBTEDNESS.  Create, incur, assume or be or remain liable with 
respect to any Indebtedness, or permit any Subsidiary so to do, other than 
Permitted Indebtedness. 

   7.5       ENCUMBRANCES.  Create, incur, assume or suffer to exist any Lien 
with respect to any of its property, or assign or otherwise convey any right 
to receive income, including the sale of any Accounts (other than delinquent 
Accounts in the ordinary course of business), or permit any of its 
Subsidiaries so to do, except for Permitted Liens.      

   7.6       DISTRIBUTIONS.  Pay any dividends or make any other distribution 
or payment on account of or in redemption, retirement or purchase of any 
capital stock (collectively, a "Restricted Payment"), except for: (i) 
repurchases of stock from former employees of Borrower in accordance with the 
terms of repurchase or similar agreements between Borrower and such 
employees, PROVIDED, HOWEVER, that immediately prior to and following such 
repurchases there exists no Default or Event of Default under the Loan 
Documents; (ii) Cymer may pay any dividend or distribution payable in Cymer's 
or a Subsidiary's equity securities; (iii) Cymer may make any redemption of 
securities with the proceeds received from the substantially concurrent issue 
of new shares of capital stock; (iv) Cymer may distribute and redeem rights 
under any stockholder rights plan; and (v) Cymer may 


                                     -24-
<PAGE>

make other Restricted Payments not to exceed 25% of Cymer's aggregate net 
income for fiscal quarters ending after the date hereof; PROVIDED no 
Restricted Payment that also constitutes a Permitted Investment shall be 
prohibited by the application of this Section.  This Section 7.6 is not 
intended to apply to and shall not apply to payments of interest on, 
prepayments, redemptions or defeasances of, sinking fund payments with 
respect to or deliveries of securities, cash or other property upon 
conversion of convertible Subordinated Indebtedness.  

   7.7       INVESTMENTS.  Directly or indirectly acquire or own, or make any 
Investment in or to any Person, or permit any of its Subsidiaries so to do, 
other than Permitted Investments.

   7.8       TRANSACTIONS WITH AFFILIATES.  Directly or indirectly enter into 
or permit to exist any material transaction with any Affiliate of such 
Borrower except for transactions that are in the ordinary course of 
Borrower's business, upon fair and reasonable terms; directly or indirectly 
permit to exist transactions between Subsidiaries except for such 
transactions that are in the ordinary course of Person's business, upon fair 
and reasonable terms.   

   7.9       SUBORDINATED DEBT.  Make any payment in respect of any 
Subordinated Debt, or permit any of its Subsidiaries to make any such 
payment, except in compliance with the terms of such Subordinated Debt, or 
amend in any manner adverse to Lenders any provision contained in any 
documentation relating to the Subordinated Debt without Lenders' prior 
written consent, including changes to payment terms or any rights attendant 
to the holders of senior debt.

   7.10      COMPLIANCE.  Become an "investment company" or a Person 
controlled by an "investment company," within the meaning of the Investment 
Company Act of 1940, or become principally engaged in, or undertake as one of 
its important activities, the business of extending credit for the purpose of 
purchasing or carrying margin stock, or use the proceeds of any Credit 
Extension for such purpose or fail to meet the minimum funding requirements 
of ERISA, or permit a Reportable Event or Prohibited Transaction, as defined 
in ERISA, to occur, or fail to comply with the Federal Fair Labor Standards 
Act or violate any law or regulation, which violation could have a Material 
Adverse Effect, or permit any of its Subsidiaries to do any of the foregoing. 

8.        EVENTS OF DEFAULT

     Any one or more of the following events shall constitute an event of 
default by a Borrower under this Agreement (an "Event of Default"):

   8.1       PAYMENT DEFAULT.  If such Borrower fails to pay, (i) when due, 
any principal or interest payment and (ii) within 30 days of receipt of any 
invoice therefor, any other payment Obligation.

   8.2       COVENANT DEFAULT.

        8.2.1          If such Borrower fails to perform any obligation under 
SECTIONS 6.7, 6.8, 6.9, 6.10, 6.11 OR 6.12 or violates any of the covenants 
contained in Article 7 of this Agreement, or


                                     -25-
<PAGE>

        8.2.2          If such Borrower fails or neglects to perform, keep, 
or observe any other material term, provision, condition or covenant 
contained in this Agreement or in any of the other Loan Documents, and as to 
any default of such other term, provision, condition or covenant which can be 
cured, has failed to cure such default within ten (10) days after such 
Borrower receives notice thereof or any officer of such Borrower becomes 
aware thereof; PROVIDED, HOWEVER, that if such default cannot by its nature 
be cured within the ten (10) day period or cannot, after diligent attempts by 
such Borrower, be cured within such ten (10) day period, and such default is 
likely to be cured within a reasonable time, then such Borrower shall have an 
additional reasonable period (which shall not in any case exceed thirty (30) 
days) to attempt to cure such default, and within such reasonable time period 
the failure to have cured such default shall not be deemed an Event of 
Default (PROVIDED that no Credit Extension will be required to be made during 
such cure period);

   8.3       MATERIAL ADVERSE CHANGE.  If there occurs a material adverse 
change in Borrower's business or financial condition, or if there is a 
material impairment of the prospect of repayment of any portion of the 
Obligations or a material impairment of the value of the assets of Cymer or 
Cymer Japan;

   8.4       ATTACHMENT.  If any material portion of such Borrower's assets 
is attached, seized, subjected to a writ or distress warrant, or is levied 
upon, or comes into the possession of any trustee, receiver or person acting 
in a similar capacity and such attachment, seizure, writ or distress warrant 
or levy has not been removed, discharged or rescinded within ten (10) days, 
or if such Borrower is enjoined, restrained, or in any way prevented by court 
order from continuing to conduct all or any material part of its business 
affairs, or if a judgment or other claim becomes a lien or encumbrance upon 
any material portion of such Borrower's assets, or if a notice of lien, levy, 
or assessment is filed of record with respect to any of such Borrower's 
assets by the United States Government, or any department, agency, or 
instrumentality thereof, or by any state, county, municipal, or governmental 
agency, and the same is not paid within ten (10) days after Borrower receives 
notice thereof, PROVIDED that none of the foregoing shall constitute an Event 
of Default where such action or event is stayed or an adequate bond has been 
posted pending a good faith contest by such Borrower (PROVIDED that no Credit 
Extensions will be required to be made during such cure period);

   8.5       INSOLVENCY.  If such Borrower becomes insolvent, or if an 
Insolvency Proceeding is commenced by such Borrower, or if an Insolvency 
Proceeding is commenced against Borrower and is not dismissed or stayed 
within 45 days (PROVIDED that no Credit Extensions will be made prior to the 
dismissal of such Insolvency Proceeding);

   8.6       OTHER AGREEMENTS.  If there is a default in any agreement to 
which Borrower is a party with a third party or parties resulting in a right 
by such third party or parties, whether or not exercised, to accelerate the 
maturity of any Indebtedness in an amount in excess of $2,500,000 or which 
could have a Material Adverse Effect;

   8.7       JUDGMENTS.  If a judgment or judgments for the payment of money 
in an amount, individually or in the aggregate, of at least $2,500,000 shall 
be rendered against such Borrower and shall remain unsatisfied and unstayed 
for a period of thirty (30) days (PROVIDED that no Credit Extensions will be 
made prior to the satisfaction or stay of such judgment); 


                                     -26-
<PAGE>

   8.8       MISREPRESENTATIONS.  If any material misrepresentation or 
material misstatement exists now or hereafter, with respect to the date when 
such misrepresentation or misstatement was made or was deemed to have been 
made, in any warranty or representation set forth herein or in any 
certificate delivered to Servicing Agent or any Lender by any Responsible 
Officer pursuant to this Agreement or to induce Servicing Agent or any Lender 
to enter into this Agreement or any other Loan Document; or

   8.9       GUARANTY.  Any guaranty of all or a portion of the Obligations 
ceases for any reason to be in full force and effect, or any Guarantor fails 
to perform any obligation under any guaranty of all or a portion of the 
Obligations, or any material misrepresentation or material misstatement 
exists now or hereafter, with respect to the date when such misrepresentation 
or misstatement was made or was deemed to have been made, in any warranty or 
representation set forth in any guaranty of all or a portion of the 
Obligations or in any certificate delivered to Servicing Agent or any Lender 
in connection with such guaranty.

9.        SERVICING AGENT'S AND LENDERS' RIGHTS AND REMEDIES

   9.1       RIGHTS AND REMEDIES.  Upon the occurrence and during the 
continuance of a Default or Event of Default, neither Servicing Agent nor any 
Lender shall have any further obligation to advance money or extend other 
credit to or for the benefit of Borrowers under this Agreement or under any 
other agreement between or among Borrowers or Servicing Agent or any Lender.  
In addition, upon the occurrence and during the continuance of an Event of 
Default Lenders, or Servicing Agent, on behalf of Lenders, at the election of 
Requisite Lenders, may, without prior notice of their election and without 
demand, do any one or more of the following, all of which are authorized by 
Borrowers:

        9.1.1          Declare all Obligations, whether evidenced by this 
Agreement, by any of the other Loan Documents, or otherwise, immediately due 
and payable (PROVIDED that upon the occurrence of an Event of Default 
described in Section 8.5 all Obligations shall become immediately due and 
payable without any action by Servicing Agent or Lenders); and 

        9.1.2          Exercise all rights and remedies available to Lenders 
under law.

   9.2       [RESERVED]

   9.3       SETOFF.

        9.3.1          Regardless of the adequacy of any collateral or other 
means of obtaining repayment of the Obligations, any deposits, balances or 
other sums credited by or due from the head offices of Lenders or any of 
their branch offices to Borrower may, at any time and from time to time after 
the occurrence and during the continuance of an Event of Default hereunder, 
without prior notice to Borrower or compliance with any other condition 
precedent now or hereafter imposed by statute, rule of law, or otherwise (all 
of which are hereby expressly waived to the extent permitted by law) be set 
off, appropriated, and applied by Lenders against any and all obligations of 
Borrower to Lenders or any of their Affiliates in such manner as the head 
offices of Lenders or any of their branch offices in their sole discretion 
may determine.  


                                     -27-
<PAGE>

        9.3.2          Unless otherwise expressly provided herein or 
otherwise agreed to by the Lenders, all interest, fees and principal payments 
on the Loans to Borrower hereunder are to be divided among Lenders in the 
same proportion as each Lender's pro rata share of the aggregate Commitments. 
 Any sums obtained from a Borrower by any Lender by reason of the exercise of 
its rights of setoff or banker's lien or otherwise shall be shared among all 
Lenders in the same proportion and applied only to Obligations of such 
Borrower under this Agreement.  Nothing in this Section 9.3.2 shall be deemed 
to require the sharing of Lenders of collections (other than by setoff or 
banker's lien) with respect to any other obligations of a Borrower or any 
Subsidiary to any Lender.

   9.4       [RESERVED] 

   9.5       LENDERS' EXPENSES.  If after notice thereof Borrower fails to 
pay any amounts or furnish any required proof of payment due to third persons 
or entities, as required under the terms of this Agreement, then Lenders may 
do any or all of the following: (a) make payment of the same or any part 
thereof; (b) set up such reserves under the Committed Revolving Line as 
Lenders deem necessary to protect Lenders from the exposure created by such 
failure; or (c) obtain and maintain insurance policies of the type discussed 
in this Agreement, and take any action with respect to such policies as 
Lenders deem prudent.  Any amounts so paid or deposited by Lenders shall 
constitute Lenders' Expenses, shall be immediately due and payable, and shall 
bear interest at the then applicable rate hereinabove provided.  Any payments 
made by Lenders shall not constitute an agreement by Lenders to make similar 
payments in the future or a waiver by Lenders of any Event of Default under 
this Agreement.

   9.6       [RESERVED]

   9.7       REMEDIES CUMULATIVE.  Lenders' rights and remedies under this 
Agreement, the Loan Documents, and all other agreements shall be cumulative. 
Lenders shall have all other rights and remedies not inconsistent herewith as 
provided under the Code, at law, or in equity.  No exercise by Lenders of one 
right or remedy shall be deemed an election, and no waiver by Lenders of any 
Event of Default on Borrower's part shall be deemed a continuing waiver.  No 
delay by Lenders shall constitute a waiver, election, or acquiescence by 
them. No waiver by Lenders shall be effective unless made in a written 
document signed by Servicing Agent and Requisite Lenders and then shall be 
effective only in the specific instance and for the specific purpose for 
which it was given.

   9.8       DEMAND; PROTEST.  Each Borrower waives demand, protest, notice 
of protest, notice of default or dishonor, notice of payment and nonpayment, 
notice of any default, nonpayment at maturity, release, compromise, 
settlement, extension, or renewal of accounts, documents, instruments, 
chattel paper, and guaranties at any time held by Servicing Agent or any 
Lender on which such Borrower may in any way be liable.

   10.       NOTICES

     Unless otherwise provided in this Agreement, all notices or demands by 
any party relating to this Agreement or any other agreement entered into in 
connection herewith shall be in 


                                     -28-
<PAGE>

writing and (except for financial statements and other informational 
documents which may be sent by first-class mail, postage prepaid) shall be 
personally delivered or sent by a recognized overnight delivery service, 
certified mail, postage prepaid, return receipt requested, or by telecopy to 
Borrower or to Servicing Agent or any Lender, as the case may be, at its 
addresses set forth below:
     
     If to Cymer:                 CYMER, INC.
                                  16750 Via Del Campo Court
                                  San Diego, California  92127
                                  Attn:  Mr. William Angus
                                  Fax:   619-618-3090

     If to Cymer Japan:           CYMER JAPAN, INC.
                                  1-22-6 Ichikawa
                                  Ichikawa, Chiba,
                                  JAPAN   272

     With a copy to:              Cymer, Inc.
                                  16750 Via Del Campo Court
                                  San Diego, California  92127
                                  Attn:  Mr. William Angus
                                  Fax:   619-618-3090

     If to SVB:                   SILICON VALLEY BANK
                                  3003 Tasman Drive
                                  Santa Clara, CA  95054
                                  Attn:  Legal Department
                                  Fax:   408/496-2419

     With a copy to:              5414 Oberlin Drive, Suite 230
                                  San Diego, CA  92121
                                  Attn:  Manager
                                  Fax:   619-535-1611

     If to BOH:                   BANK OF HAWAII
                                  P.O. Box 2900
                                  Honolulu, HI  96846-6000
                                  Fax: 808-537-8301

     If to Servicing Agent:       SILICON VALLEY BANK
                                  3003 Tasman Drive
                                  Santa Clara, CA 95054
                                  Attn:  Legal Department
                                  Fax:   408/496-2419


                                     -29-
<PAGE>

     With a copy to:              5414 Oberlin Drive, Suite 230
                                  San Diego, CA  92121
                                  Attn:  Manager
                                  Fax:   619-535-1611

     NOTICES TO ONE LENDER SHALL NOT BE DEEMED NOTICE TO ANY OTHER LENDER.

     The parties hereto may change the address at which they are to receive 
notices hereunder, by notice in writing in the foregoing manner given to the 
other.

11.       ASSIGNMENTS; PARTICIPATIONS

     11.1      Any Lender may, with the written consent of each Borrower (not 
to be unreasonably withheld), and with the written consent of each other 
Lender at any time assign and delegate to one or more assignees (PROVIDED 
that no written consent any Lender or Borrowers shall be required in 
connection with any assignment and delegation by a Lender to an affiliate of 
such Lender) (each an "Assignee") all, or any ratable part of all, of the 
Advances, the Commitments and the other rights and obligations of such Lender 
hereunder, in a minimum amount of $5,000,000; PROVIDED, HOWEVER, that (i) 
each Borrower may continue to deal solely and directly with such Lender in 
connection with the interest so assigned to an Assignee until (A) written 
notice of such assignment, together with payment instructions, addresses and 
related information with respect to the Assignee, shall have been given to 
each Borrower by such Lender and the Assignee; (B) such Lender and its 
Assignee shall have delivered to each Borrower an Assignment and Acceptance 
("Assignment and Acceptance") together with any note or notes subject to such 
assignment.

   11.2      From and after the date on which each other Lender notifies the 
assignor Lender that it has received an executed Assignment and Acceptance 
(i) the Assignee thereunder shall be a party hereto and, to the extent that 
rights and obligations hereunder have been assigned to it pursuant to such 
Assignment and Acceptance, shall have the rights and obligations of a Lender 
under the Loan Documents, and (ii) the assignor Lender shall, to the extent 
that rights and obligations hereunder and under the other Loan Documents have 
been assigned by it pursuant to such Assignment and Acceptance, relinquish 
its rights and be released from its obligations under the Loan Documents.

   11.3      Within five (5) Business Days after its receipt of notice by 
Lender that it has received an executed Assignment and Acceptance, Borrower 
shall execute and deliver to the Assignee a new note evidencing such 
Assignee's assigned Advances and Commitment and, if the assignor Lender has 
retained a portion of its Advances and its Commitment, a replacement note in 
the principal amount of the Advances retained by the assignor Lender (such 
note to be in exchange for, but not in payment of, the note held by such 
Lender).  Immediately upon each Assignee's making its processing fee payment 
under the Assignment and Acceptance, this Agreement shall be deemed to be 
amended to the extent, but only to the extent, necessary to reflect the 
addition of the Assignee and the resulting adjustment of the Commitments 
arising therefrom.  The Commitment allocated to each Assignee shall reduce 
such Commitments of the assigning Lender PRO TANTO.


                                     -30-
<PAGE>

   11.4      Any Lender may at any time sell to one or more commercial banks 
or other Persons not Affiliates of Borrower (a "Participant") participating 
interests in any Credit Extensions, the Commitment of such Lender and the 
other interests of such Lender (the "Originating Lender") hereunder and under 
the other Loan Documents; PROVIDED, HOWEVER, that (i) the originating 
Lender's obligations under this Agreement shall remain unchanged, (ii) the 
originating Lender shall remain solely responsible for the performance of 
such obligations, (iii) Borrowers shall continue to deal solely and directly 
with the originating Lender in connection with the originating Lender's 
rights and obligations under this Agreement and the other Loan Documents, and 
(iv) no Lender shall transfer or grant any participating interest under which 
the Participant shall have rights to approve any amendment to, or any consent 
or waiver with respect to, this Agreement or any other Loan Document, except 
to the extent such amendment, consent or waiver would otherwise require 
unanimous consent of each of the Lenders under Section 13.5 (without giving 
effect to the proviso to the definition of "Requisite Lenders").

12.       CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER

     This Agreement shall be governed by, and construed in accordance with, 
the internal laws of the State of California, without regard to principles of 
conflicts of law.  Each of Borrowers, Servicing Agent and Lenders hereby 
submits to the exclusive jurisdiction of the state and Federal courts located 
in the County of Santa Clara, State of California.  EACH OF BORROWER, 
SERVICING AGENT AND LENDERS HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY 
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN 
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT 
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR 
STATUTORY CLAIMS.  EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER 
CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT.  EACH 
PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL 
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS 
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

13.       GENERAL PROVISIONS

   13.1      SUCCESSORS AND ASSIGNS.  This Agreement shall bind and inure to 
the benefit of the respective successors and permitted assigns of each of the 
parties; PROVIDED, HOWEVER, that neither this Agreement nor any rights 
hereunder may be assigned by Borrower without each Lender's prior written 
consent, which consent may be granted or withheld in each Lender's sole 
discretion.  Each Lender shall have the right without the consent of or 
notice to Borrower to sell, transfer, negotiate, or grant participation in 
all or any part of, or any interest in, such Lender's obligations, rights and 
benefits hereunder.

   13.2      EXPENSES; TAXES; INDEMNIFICATION; SURVIVAL.

        13.2.1         EXPENSES.  Borrower shall pay on demand all expenses 
of the Servicing Agent and Lenders in connection with the preparation, waiver 
or amendment of this 


                                     -31-
<PAGE>

Agreement, the Loan Documents or other documents executed in connection 
therewith, or the administration, default or collection of the Advances or 
other Obligations or administration, default, collection in connection with 
the Servicing Agent's or any Lender's exercise, preservation or enforcement 
of any of its rights, remedies or options thereunder, including, without 
limitation, fees of outside legal counsel or the allocated costs of in-house 
legal counsel, accounting, consulting, brokerage or other similar 
professional fees or expenses, and any fees or expenses associated with any 
travel or other costs relating to any appraisals or examinations conducted in 
connection with the Obligations or any collateral therefor, and the amount of 
all such expenses shall, until paid, bear interest at the rate applicable to 
principal hereunder (including any default rate).

        13.2.2         TAXES, ETC.  Borrower agrees to pay all governmental 
taxes, assessments and other charges (except income, gross receipts, ad 
valorem, intangibles, franchise or other similar taxes imposed on Servicing 
Agent or Lenders), including any interest or penalties thereon, at any time 
payable or ruled to be payable in respect of the existence, execution or 
delivery of the Loan Documents or the issuance of the notes hereunder by 
reason of any existing or hereafter enacted federal, state, local or foreign 
statute, and to indemnify and hold Servicing Agent and Lenders and each of 
their successors and assigns harmless against liability in connection with 
any such taxes, assessments or other charges.

        13.2.3         GENERAL INDEMNITY.  Borrower shall pay, indemnify, and 
hold each Lender, the Servicing Agent and each of their respective officers, 
directors, employees, counsel, agents and attorneys-in-fact (each, an 
"Indemnified Person") harmless from and against any and all liabilities, 
obligations, losses, damages, penalties, actions, judgments, suits, costs, 
charges, expenses or disbursements (including reasonable attorneys' fees and 
costs) of any kind or nature whatsoever with respect to the execution, 
delivery, enforcement, performance and administration of this Agreement and 
any other Loan Documents, or the transactions contemplated hereby and thereby 
(including, without limitation the Exchange Contracts), and with respect to 
any investigation, litigation or proceeding (including any proceeding in 
bankruptcy or appellate proceeding) related to this Agreement or the Advances 
or the use of the proceeds thereof, whether or not any Indemnified Person is 
a party thereto (all the foregoing, collectively, the "Indemnified 
Liabilities"); PROVIDED  that Borrower shall have no obligation hereunder to 
any Indemnified Person with respect to Indemnified Liabilities arising from 
the gross negligence or willful misconduct of such Indemnified Person.

        13.2.4         SURVIVAL; DEFENSE.  The obligations in Sections 13.2.2 
and 13.2.3 shall survive payment of all other Obligations.  At the election 
of any Indemnified Person, Borrower shall defend such Indemnified Person 
using legal counsel satisfactory to such Indemnified Person in such person's 
sole discretion, at the sole cost and expense of Borrower.  All amounts owing 
under Section 13.2 shall be paid within thirty (30) days after demand.

   13.3      TIME OF ESSENCE.  Time is of the essence for the performance of 
all obligations set forth in this Agreement.

   13.4      SEVERABILITY OF PROVISIONS.  Each provision of this Agreement 
shall be severable from every other provision of this Agreement for the 
purpose of determining the legal enforceability of any specific provision.


                                     -32-
<PAGE>

   13.5      AMENDMENTS; INTEGRATION.  No amendment or waiver of any 
provision of this Agreement or any other Loan Document, and no consent with 
respect to any departure by Borrower therefrom, shall be effective unless the 
same shall be in writing and signed by the Requisite Lenders and Borrowers 
and then such waiver shall be effective only in the specific instance and for 
the specific purpose for which given; PROVIDED, HOWEVER, that no such waiver, 
amendment or consent shall, unless in writing and signed by all Lenders and 
Borrowers, do any of the following:

        13.5.1         increase or extend the Commitment of any Lender (or 
    reinstate any Commitment terminated pursuant to this Agreement) or subject
    any Lender to any additional obligations;

        13.5.2         postpone or delay any date fixed for any payment of 
    principal, interest, fees or other amounts due to the Lenders (or any of 
    them) hereunder or under any Loan Document;

        13.5.3         reduce the principal of, or the rate of interest 
    specified herein on any Loan, or of any fees or other amounts payable 
    hereunder or under any Loan Document;

        13.5.4         change the percentage of the Commitments or of the 
    aggregate unpaid principal amount of the Advances which shall be required 
    for the Lenders or any of them to take any action hereunder;

        13.5.5         amend this Section 13.5 or any other provision herein 
     requiring the consent or other action of all Lenders; or

        13.5.6         discharge any guarantor of the Obligations, or release 
     all or substantially all of any collateral for the Obligations except as 
     otherwise may be provided in the Loan Documents or except where the 
     consent of the Requisite Lenders only is specifically provided for; 

and, PROVIDED, FURTHER, that no amendment, waiver or consent shall, unless in 
writing and signed by Servicing Agent in addition to the Requisite Lenders or 
all the Lenders, as the case may be, affect the rights or duties of Servicing 
Agent under this Agreement or any other Loan Document.

     As between Borrowers, on the one hand, and Lenders or Servicing Agent on 
the other hand, all prior agreements, understandings, representations, 
warranties, and negotiations between the parties hereto with respect to the 
subject matter of this Agreement, if any, are merged into this Agreement and 
the Loan Documents.
     
   13.6      COUNTERPARTS.  This Agreement may be executed in any number of 
counterparts and by different parties on separate counterparts, each of 
which, when executed and delivered, shall be deemed to be an original, and 
all of which, when taken together, shall constitute but one and the same 
Agreement.


                                     -33-
<PAGE>

   13.7      SURVIVAL.  All covenants, representations and warranties made in 
this Agreement shall continue in full force and effect so long as any 
Obligations (other than inchoate Obligations) remain outstanding.  

   13.8      CONFIDENTIALITY.  In handling any confidential information each 
Lender shall exercise the same degree of care that it exercises with respect 
to their own proprietary information of the same types to maintain the 
confidentiality of any non-public information thereby received or received 
pursuant to this Agreement except that disclosure of such information may be 
made (i) to the subsidiaries or Affiliates of such Lender in connection with 
its present or prospective business relations with Borrower, (ii) to 
prospective transferees or purchasers of any interest in the Advances, 
PROVIDED that they have entered into a comparable confidentiality agreement 
in favor of Borrower and have delivered a copy to Borrower, (iii) as required 
by law, regulations, rule or order, subpoena, judicial order or similar order 
and (iv) as may be required in connection with the examination, audit or 
similar investigation of such Lender. Confidential information hereunder 
shall not include information that either: (a) is in the public domain or in 
the knowledge or possession of any Lender when disclosed to such Lender, or 
becomes part of the public domain after disclosure to such Lender through no 
fault of such Lender; or (b) is disclosed to such Lender by a third party, 
PROVIDED such Lender does not have actual knowledge that such third party is 
prohibited from disclosing such information.  

   13.9      NO GUARANTY BY CYMER JAPAN.  Notwithstanding any provision of 
this Agreement or any Loan Document to the contrary, Cymer Japan does not 
guaranty and shall not be deemed to guaranty or have any liability for the 
Obligations of Cymer hereunder or under any Loan Document.  


                                     -34-
<PAGE>

   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed as of the date first above written. 


BORROWER:

CYMER, INC.

By:       /S/ WILLIAM A. ANGUS, III     
          ---------------------------------------
Title:    Senior Vice President, Chief
          Financial Officer

CYMER JAPAN, INC.

By:       /S/ ROBERT A. AKINS 
          ---------------------------------------
Title:    President

LENDERS:

SILICON VALLEY BANK

By:       /S/ JOHN OTTERSON   
          ---------------------------------------
Title:    Vice President

BANK OF HAWAII

By:       /S/ KENNETH LOVELESS     
          ---------------------------------------
Title:    Vice President

SERVICING AGENT:

SILICON VALLEY BANK

By:       /S/ JOHN OTTERSON   
          ---------------------------------------
Title:    Vice President


                                     -35-
<PAGE>

                                    Schedule
                                       To
                           Loan and Security Agreement

                                    COMMITMENTS

COMMITTED REVOLVING LINE:

<TABLE>
<CAPTION>
     Lender                   Commitment          Commitment Percentage*   
     <S>                       <C>                        <C>
     Silicon Valley Bank       $7,500,000                  50%
     Bank of Hawaii            $7,500,000                  50%
</TABLE>


* provided, however, that all Optional Currency Advances shall be made by BOH 
exclusively 

<PAGE>

                                   SCHEDULES
                                       TO
                          LOAN AND SECURITY AGREEMENT

                                   DISCLOSURES




                                     None

<PAGE>

                                   EXHIBIT A



                                   [Reserved]


<PAGE>
                                    EXHIBIT B

                        (NON OPTIONAL CURRENCY ADVANCES)

                  LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

TO:  CENTRAL CLIENT SERVICE DIVISION              DATE:  _________________

FAX#:  (408) __________                           TIME:   ________________

FROM:______________________________________________________________________
          BORROWER'S NAME

FROM:______________________________________________________________________
          AUTHORIZED SIGNER'S NAME

___________________________________________________________________________
          AUTHORIZED SIGNATURE

PHONE:_____________________________________________________________________

FROM ACCOUNT #_____________________ TO ACCOUNT#____________________________

---------------------------------------------------------------------------
  REQUESTED TRANSACTION TYPE               REQUEST DOLLAR AMOUNT
  --------------------------               ---------------------
  PRINCIPAL INCREASE (ADVANCE)             $ ____________________________
  PRINCIPAL PAYMENT (ONLY)                 $ ____________________________
  INTEREST PAYMENT (ONLY)                  $ ____________________________
  PRINCIPAL AND INTEREST (PAYMENT)         $ ____________________________
  OTHER INSTRUCTIONS:____________________________________________________
---------------------------------------------------------------------------

   All representations and warranties of Borrower stated in the Loan and 
Security Agreement are true, correct and complete in all material respects as 
of the date of the telephone request for and Advance confirmed by this 
Advance Request; provided, however, that those representations and warranties 
expressly referring to another date shall be true, correct and complete in 
all material respects as of such date.

---------------------------------------------------------------------------
                                BANK USE ONLY:
                              TELEPHONE REQUEST:  

The following person is authorized to request the loan payment transfer/loan
advance on the advance designated account and is known to me.
 ------------------------------------------------------------------------- 
 Authorized Requester
                                     ___________________________________   
                                     Authorized Signature (Bank)
                                     Phone #____________________________   
---------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT B

                         (OPtional Currency Advances)

                  LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

TO:  CENTRAL CLIENT SERVICE DIVISION              DATE:  _________________

FAX#:  (408) __________                           TIME:   ________________

FROM:______________________________________________________________________
          BORROWER'S NAME

FROM:______________________________________________________________________
          AUTHORIZED SIGNER'S NAME

___________________________________________________________________________
          AUTHORIZED SIGNATURE

PHONE:_____________________________________________________________________

FROM ACCOUNT #_____________________ TO ACCOUNT#____________________________

---------------------------------------------------------------------------
  REQUESTED TRANSACTION TYPE               REQUEST DOLLAR AMOUNT
  --------------------------               ---------------------
  PRINCIPAL INCREASE (ADVANCE)             ______________________________
  PRINCIPAL PAYMENT (ONLY)                 ______________________________
  INTEREST PAYMENT (ONLY)                  ______________________________
  PRINCIPAL AND INTEREST (PAYMENT)         ______________________________
  OTHER INSTRUCTIONS:____________________________________________________
---------------------------------------------------------------------------

All representations and warranties of Borrower stated in the Loan and Security
Agreement are true, correct and complete in all material respects as of the date
of the telephone request for and Advance confirmed by this Advance Request;
provided, however, that those representations and warranties expressly referring
to another date shall be true, correct and complete in all material respects as
of such date.

---------------------------------------------------------------------------
                                   BANK USE ONLY:
                                TELEPHONE REQUEST:  
The following person is authorized to request the loan payment transfer/loan
advance on the advance designated account and is known to me.  
 ------------------------------------------------------------------------- 
 Authorized Requester
                                     ___________________________________   
                                     Authorized Signature (Bank)
                                     Phone #____________________________   
---------------------------------------------------------------------------
Concurred In By:              Agreed:                  Agreed:

Cymer, Inc.                   Silicon Valley Bank           Bank of Hawaii

<PAGE>

By____________________        By___________________         By_______________
Title:                        Title:                        Title:

<PAGE>

                                   EXHIBIT C 

                                  CERTIFICATE

    The undersigned hereby certifies as follows:  

    I, _______________________, am the duly elected and acting 
___________________ of __________________________ ("Borrower").

    This certificate is delivered pursuant to the Loan and Security Agreement 
(the "Agreement") by and between Borrower and Silicon Valley Bank and Bank of 
Hawaii. The terms used in this Certificate which are defined in the Agreement 
have the same meaning herein as ascribed to them therein.  

    Borrower is confirming its request to convert Prime Rate Based Advances 
to LIBOR Based Rate Advances as follows:

    (a)  The amount of the Advance to be converted from a Prime Rate Based 
Advance to a LIBOR Based Rate Advances is __________________________ and this 
amount conforms to the requirements of the Agreement.

    (b)  The date on which such conversion is to be effected is 
___________________, which is three Business Days from the date hereof. 

   Borrower is confirming its request to continue existing a LIBOR Based Rate 
Advance with the following new Interest Period relating thereto and this 
request is being made at least three Business Days prior to the expiration of 
the current Interest Period relating to such Advance:

    The Interest Period relating to the continuation of existing LIBOR Based 
Rate Advances is to be _________________________.

    All representations and warranties of Borrower stated in the Loan 
Agreement are true, correct and complete in all material respects as of the 
date of this request; provided, however, that those representations and 
warranties expressly referring to another date shall be true, correct and 
complete in all material respects as of such date.  

    IN WITNESS WHEREOF, this Borrowing Certificate is executed by the 
undersigned as of this _________ day of ______________, 19___. 

                                       _________________________________

                                       By:  _____________________________
                                            Title:

<PAGE>

                                   EXHIBIT D
                            COMPLIANCE CERTIFICATE

TO:       SILICON VALLEY BANK
FROM:     

    The undersigned authorized officer of CYMER, INC. hereby certifies that 
in accordance with the terms and conditions of the Loan and Security 
Agreement between Borrower and Lenders (the "Agreement"), (i) Borrower is in 
complete compliance for the period ending ______________ with all required 
covenants except as noted below and (ii) all representations and warranties 
of Borrower stated in the Agreement are true and correct in all material 
respects as of the date hereof.  Attached herewith are the required documents 
supporting the above certification.  The Officer further certifies that these 
are prepared in accordance with Generally Accepted Accounting Principles 
(GAAP) (except for the absence of footnotes) and are consistently applied 
from one period to the next except as explained in an accompanying letter or 
footnotes.  The Officer expressly acknowledges that no borrowings may be 
requested by the Borrower at any time or date of determination that Borrower 
is not in compliance with any of the terms of the Agreement, and that  such 
compliance is determined not just  at the date this certificate is delivered. 


    Please indicate compliance status by circling Yes/No under "Complies" 
column.

<TABLE>
<CAPTION>
    REPORTING COVENANT              REQUIRED                                       COMPLIES
    ------------------              --------                                       --------
    <S>                             <C>                                            <C>
    QUARTERLY FINANCIAL STATEMENTS  QUARTERLY WITHIN 30 DAYS                       YES  NO
    ANNUAL (CPA AUDITED)            FYE WITHIN 90 DAYS                             YES  NO
</TABLE>

<TABLE>
<CAPTION>
    FINANCIAL COVENANT              REQUIRED                         ACTUAL      COMPLIES
    ------------------              -----------------                ------      --------
    MAINTAIN ON A QUARTERLY BASIS:
    <S>                             <C>                              <C>          <C>
    TANGIBLE NET WORTH              275,000,000 + 50% PROFITS        _____        YES  NO
    CASH FLOW                       1.0                              _____        YES  NO
</TABLE>


                                           ------------------------------------
                                                        BANK USE ONLY
                                            RECEIVED BY:______________________
                                            DATE:_____________________________
                                            REVIEWED BY:______________________
                                            COMPLIANCE STATUS:  YES / NO
                                           ------------------------------------

COMMENTS REGARDING EXCEPTIONS:

Sincerely,

_______________________            DATE:_______________
SIGNATURE

________________________ 
TITLE