**Exhibit 10.18**

**LOAN AND SECURITYAGREEMENT**

**byand between**

**OMNIVISIONTECHNOLOGIES, INC.**

**aDelaware corporation**

**and**

**CITIBANK,N.A., a national banking association**

**Datedas of March 16, 2007**

----

**Loan and SecurityAgreement**
|        | Borrower: | OmniVision Technologies, Inc., |
|--------|-----------|--------------------------------|
|   |      | a Delaware corporation         |
|   |      |                           |
|   |      |                           |
|   | Address:  | 1341 Orleans Drive             |
|   |      | Sunnyvale, California 94089    |
|   |      | Attention: General Counsel     |

 

Date:                    March 16, 2007

**THIS LOAN AND SECURITY AGREEMENT**(**“Agreement”**)****is entered into as of the above date between Citibank N.A., anational banking association (**“Lender”**),****with offices at 201 West Lexington Drive,6th Floor, Glendale, California 91203, and the borrower named above (**“Borrower”**),****whose chief executive office is located at the above address(**“Borrower’s Address”**).

**1.****                         DEFINITIONSAND INTERPRETATIONS**

**1.1****                               Definitions**.****As used in this Agreement, the followingterms have the following meanings:

**“Additional Costs”**hasthe meaning set forth in Section 3.3(a).

**“Borrower”**has themeaning set forth in the introduction to this Agreement.

**“Borrower’s Address”**hasthe meaning set forth in the introduction to this Agreement.

**“Business Day”**means(i) a day on which Lender is open for business in the State of California, and(ii) a day on which banks are open for dealings in dollar deposits in theLondon interbank market.

**“Change of Control”**shallbe deemed to have occurred at such time as a “person” or “group” (within themeaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934)(other than the current holders of the ownership interests in any Borrower)becomes the “beneficial owner” (as defined in Rule 13d-3 under the SecuritiesExchange Act of 1934), directly or indirectly, as a result of any singletransaction, of more than fifty percent (50%) of the total voting power of allclasses of stock or other ownership interests then outstanding of any Borrowernormally entitled to vote in the election of directors or analogous governingbody.

**“Conversion Date”**meansSeptember 30, 2008 or such earlier date as elected by Borrower in writing on atleast five (5) Business Days’ notice to Lender.

**“Default”**means anyevent which, with notice or passage of time or both, would constitute an Eventof Default.

**“Dollars or $”**means United States dollars.

1

----

**“EBITDA”**means, inany fiscal period, Borrower’s consolidated net income or net loss as determinedby Lender, plus (i) the amount of all interest expense, income tax expense,depreciation expense and amortization expense of Borrower for such period, [ona consolidated basis], and plus or minus (as the case may be) (ii) any othernon-cash charges which have been added or subtracted (including non-cash stockoptions), as the case may be, in calculating Borrower’s consolidated net incomefor such period.

**“Event of Default”**meansany of the events set forth in Section 9.1.

**“GAAP”**meansgenerally accepted accounting principles as in effect from time to time in theUnited States, consistently applied.

**“Indebtedness”**ofany Person shall mean, without duplication, (a) all items which, in accordancewith GAAP, would be included in determining total liabilities as shown on theliability side of the balance sheet of such Person as of the date as of which Indebtednessis to be determined, including any lease which, in accordance with GAAP wouldconstitute Indebtedness, (b) all indebtedness secured by any mortgage, pledge,security, Lien or conditional sale or other title retention agreement to whichany property or asset owned or held by such Person is subject, whether or notthe indebtedness secured thereby shall have been assumed, (c) all indebtednessof others which such Person has directly or indirectly guaranteed, endorsed(otherwise than for collection or deposit in the ordinary course of business),discounted or sold with recourse or agreed (contingently or otherwise) topurchase or repurchase or otherwise acquire, or in respect of which such Personhas agreed to supply or advance funds (whether by way of loan, stock, equity orother ownership interest purchase, capital contribution or otherwise) orotherwise to become directly or indirectly liable.

**“Interest Expense”**shallmean, for any period, total interest expense (including attributable to capitalleases in accordance with GAAP) fees with respect to all outstandingindebtedness including capitalized interest but excluding commissions,discounts and other fees owed with respect to letters of credit and bankers’acceptance financing and net costs under Interest Rate Agreements.

**“Interest Period”**meansfor (a) for the first Interest Period hereunder, from the date of initialfunding of either of the Loans through and including March 31, 2007, and (b)for each Interest Period thereafter commencing April 1, 2007, one calendarmonth (i.e., periods ending on the last day of each calendar year).

**“Interest Rate Agreement”**meansany interest rate swap, cap or collar agreement or other similar agreement orarrangement designed to hedge the position with respect to interest rates.

**“Interest Rate Swap Agreement (LongForm Trade Confirmation)”**means an Interest Rate Agreement(Long Form Trade Confirmation) with Lender or another party designated byBorrower that will swap the interest rate hereunder for a fixed interest rate,which agreement must be in form and substance acceptable to Lender.

**“Lender”**has themeaning set forth in the introduction to this Agreement.

**“LIBOR Base Rate (Term Loan)”**meansthe rate per annum for United States dollar deposits quoted by Lender inaccordance with its customary procedures and utilizing such electronic or otherquotation sources as it considers appropriate in its sole discretion as theLondon interbank offered rate for a period of thirty (30), sixty (60) or ninety(90) days with the understanding that such rate is quoted by Lender for thepurpose of calculating effective rates of interest for the loans makingreference thereto. Borrower may designate in writing the election of whetherthe period shall be thirty (30), sixty (60) or ninety (90) days, but suchperiod may only change on the first day of each month (and Borrower must haveprovided at least five Business Days advance written request for any change);provided, however, that such period shall be thirty (30) days from and afterthe Conversion Date. The LIBOR Base Rate (Term Loan) shall be adjusted on thefirst day of each Interest Period based on the LIBOR Base Rate (Term Loan) onthe applicable LIBOR Determination Date.

2

----

**“LIBOR Base Rate (Mortgage Loan)”**meansthe rate per annum for United States dollar deposits quoted by Lender inaccordance with its customary procedures and utilizing such electronic or otherquotation sources as it considers appropriate in its sole discretion as theLondon interbank offered rate for a period of thirty (30) days, with theunderstanding that such rate is quoted by Lender for the purpose of calculatingeffective rates of interest for the loans making reference thereto. The LIBORBase Rate (Mortgage Loan) shall be adjusted on the first day of each InterestPeriod based on the LIBOR Base Rate (Mortgage Loan) on the applicable LIBORDetermination Date.

**“LIBOR Determination Date”**means,with respect to each Interest Period, the date that is two (2) Business Daysprior to the first day upon which such Interest Period commences; provided,however, that in connection with a securitization of the Loan, Lender may, uponprior written notice to Borrower, change the LIBOR Determination Date to a dateselected by Lender in its sole discretion (whereupon such newly selected LIBORDetermination Date shall thereafter be effective) and, if requested by Lender,Borrower shall promptly execute an amendment to this Loan Agreement to evidencesuch change.

**“LIBOR Rate (Term Loan)”**means,for each Interest Period, the rate per annum (rounded upwards, if necessary, tothe next 1/16%) determined by Lender as the sum of (a) the quotient of (i) theLIBOR Base Rate (Term Loan) for such Interest Period, divided *by***(ii)100% *minus*the ReservePercentage, plus (b) one and one-quarter percent (1.25%). The LIBOR Rate shallbe adjusted on and as of the effective day of any change in the ReservePercentage.

**“LIBOR Rate (Mortgage Loan)”**means,for each Interest Period, the rate per annum (rounded upwards, if necessary, tothe next 1/16%) determined by Lender as the sum of (a) the quotient of (i) theLIBOR Base Rate (Mortgage Loan) for such Interest Period, divided *by***(ii)100% *minus*the ReservePercentage, plus (b) nine-tenths percent (0.90%). The LIBOR Rate (MortgageLoan) shall be adjusted on and as of the effective day of any change in theReserve Percentage.

**“Loan Account”**hasthe meaning provided to such term in Section 2.2 hereof.

**“Loan Borrowing Certificate”**meansan irrevocable request from Borrower to Lender, in the form set forth onExhibit “A” attached hereto, duly executed by Borrower, specifying the date anadvance under the Term Loan is to be made (which shall be a Business Day.

**“Loan Documents”**meansthis Agreement, the agreements and documents listed in Section 6.1, andany other agreement, instrument or document executed in connection herewith ortherewith.

**“Material Adverse Effect”**meansa****material adverse effect on (i)the business, assets, condition (financial or otherwise) or results ofoperations of Borrower of any of the obligations secured by the Deed of Trust(as defined below), (ii) the ability of Borrower to perform its obligationsunder this Agreement (including, without limitation, repayment of the Loans andall amounts secured by the Deed of Trust as they come due), or (iii) thevalidity or enforceability of this Agreement or any other agreement or documententered into by any party in connection herewith, or the rights or remedies ofLender hereunder or thereunder.

**“Maturity Date (Term Loan)”**meansSeptember 30, 2012 or such earlier date as the Term Loan is accelerated byLender.

**“Maturity Date (Mortgage Loan)”**meansMarch 31, 2017 or such earlier date as the Mortgage Loan is accelerated byLender.

**“Net Income”**meansthe net income (or loss) determined in conformity with GAAP, provided thatthere shall be excluded (i) the income (or loss) of any Person in which anyother Person (other than Borrower) has a joint interest, except to the extentof the amount of dividends or other distributions actually paid to a Borrowerby such Person, (ii) the income (or loss) of any Person accrued prior to thedate it becomes a Borrower or is merged into or consolidated with a Borrower orthat Person’s assets are acquired by a Borrower, (iii) the income of anysubsidiary of Borrower to the extent that the declaration or payment of

3

----

dividends or similar distributions of that income by that subsidiary isnot at the time permitted by operation of the terms of the charter or anyagreement, instrument, judgment, decree, order, statute, rule or governmentalregulation applicable to that subsidiary, (iv) compensation expense resultingfrom the issuance of capital stock, stock options or stock appreciation rightsissued to former or current employees, including officers, of a Borrower, orthe exercise of such options or rights, in each case to the extent theobligation (if any) associated therewith is not expected to be settled by thepayment of cash by a Borrower or any affiliate thereof, and (v) compensationexpense resulting from the repurchase of capital stock, options and rightsdescribed in clause (iv) of this definition of Net Income.

**“Obligations”**meansall present and future advances, debts, liabilities, obligations, guaranties,covenants, duties and indebtedness at any time owing by Borrower to Lender,whether evidenced by this Agreement or any note or other instrument ordocument, whether arising from an extension of credit, opening of a letter ofcredit, banker’s acceptance, loan, guaranty, indemnification or otherwise,whether direct or indirect (including, without limitation, those acquired byassignment and any participation by Lender in Borrower’s debts owing toothers), absolute or contingent, due or to become due, including, withoutlimitation, all interest, charges, expenses, fees, attorneys’ fees (includingattorneys’ fees and expenses incurred in bankruptcy), expert witness fees andexpenses, fees and expenses of consultants, audit fees, letter of credit fees,collateral monitoring fees, closing fees, facility fees, termination fees, andany other sums chargeable to Borrower under this Agreement or under any otherpresent or future instrument or agreement between Borrower and Lender,including under any Interest Rate Agreement.

**“Permitted Liens”**meansthe following:

(a)                       purchasemoney security interests in specific items of equipment that are not fixturesto the Property;

(b)                      leases ofspecific items of equipment that are not fixtures to the Property;

(c)                       liens fortaxes not yet payable;

(d)                      securityinterests being terminated substantially concurrently with this Agreement;

(e)                       liens ofmaterialmen, mechanics, warehousemen, carriers, or other similar liens arisingin the ordinary course of business and securing obligations which are notdelinquent;

(f)                         liensincurred in connection with the extension, renewal or refinancing of theindebtedness secured by liens of the type described above in clauses (a) or (b)above, provided that any extension, renewal or replacement lien is limited tothe property encumbered by the existing lien and the principal amount of theindebtedness being extended, renewed or refinanced does not increase; or

(g)                      liens infavor of customs and revenue authorities which secure payment of customs dutiesin connection with the importation of goods.

**“Person”**means anyindividual, sole proprietorship, general partnership, limited partnership,limited liability partnership, limited liability company, joint venture, trust,unincorporated organization, association, corporation, government, or anyagency or political division thereof, or any other entity.

**“Property”**shallhave the meaning provided in the Deed of Trust.

**“Regulatory Change”**means,with respect to Lender, any change on or after the date of this Agreement inUnited States federal, state or foreign laws or regulations, includingRegulation D, or the adoption or making on or after such date of anyinterpretations, directives or requests applying to a class of lendersincluding Lender of or under any United States federal or state, or anyforeign, laws or regulations (whether or not having the force of law) by anycourt or governmental or monetary authority charged with the interpretation oradministration thereof.

4

----

**“Reserve Percentage”**means,on any day, the maximum percentage prescribed by the Board of Governors of theFederal Reserve System (or any successor governmental authority) fordetermining the reserve requirements (including any basic, supplemental,marginal, or emergency reserves) that are in effect on such date with respectto eurocurrency funding (currently referred to as “eurocurrency liabilities”)of Lender, but so long as Lender is not required or directed under applicableregulations to maintain such reserves, the Reserve Percentage shall be zero.

**“Solvent”**means,with respect to any Person on a particular date, that on such date (a) at fairvaluations, all of the properties and assets of such Person are greater thanthe sum of the debts, including contingent liabilities, of such Person, (b) thepresent fair salable value of the properties and assets of such Person is notless than the amount that will be required to pay the probable liability ofsuch Person on its debts as they become absolute and matured, (c) such Personis able to realize upon its properties and assets and pay its debts and otherliabilities, contingent obligations and other commitments as they mature in thenormal course of business.

**“Subordinated Debt”**shallmean any Indebtedness and liabilities of Borrower which have been subordinatedby written agreement to Indebtedness owed by Borrower to Lender in a form andsubstance acceptable to Lender.

**“Tangible Net Worth”**means,as of the date of determination, all of Borrower’s assets, plus SubordinatedDebt (excluding all assets of a Person that would be treated as intangible assetson such Person’s balance sheet prepared in accordance with GAAP, i.e.,goodwill, patents, trademarks, trade names, copyrights, franchises, formulas,leasehold interests, leasehold improvements, non-compete agreements,engineering plans, deferred tax benefits, organization costs, prepaid items andmonies due Affiliates, employees and officers), less Total Debt.

**“Total Debt”**shallmean the total of all items of Indebtedness, obligations or liability as shownon a consolidated balance sheet of Borrower as of the date as of which TotalDebt is to be determined, excluding, however, Subordinated Debt.

**1.2****                       AccountingTerms and Determinations**Unless otherwise specified herein, all accountingterms used in this Agreement, unless otherwise indicated, shall have themeanings given to such terms in accordance with GAAP. In addition, unlessotherwise specified herein all accounting terms used herein shall beinterpreted, all accounting determinations hereunder shall be made, and allfinancial statements required to be delivered hereunder shall be prepared inaccordance with GAAP.

**1.3****                       Construction.**Unless the context of this Agreement clearly requires otherwise, referencesto the plural include the singular and references to the singular include theplural; references to any gender include any other gender; the part includesthe whole; the term “including” is not limiting, and the term “or” has, exceptwhere otherwise indicated, the inclusive meaning represented by the phrase “and/or”.The words, “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in thisAgreement refer to this Agreement as a whole and not to any particularprovision of this Agreement. Article, section, subsection, clause, exhibit andschedule references are to this Agreement, unless otherwise specified. Anyreference in this Agreement or any of the Loan Documents to this Agreement orany of the Loan Documents includes any and all permitted alterations,amendments, changes, extensions, modifications, renewals, or supplementsthereto or thereof, as applicable.

**1.4****                       Exhibitsand Schedules.**All of the exhibits and schedules attached hereto shall bedeemed incorporated herein by reference.

**1.5****                       NoPresumption Against Any Party.**Neither this Agreement, any of the LoanDocuments, any other documents, agreement, or instrument entered into inconnection herewith, nor any uncertainty or ambiguity herein or therein shallbe construed or resolved using any presumption against any party hereto,whether under any rule of construction or otherwise. On the contrary, thisAgreement, the Loan Documents, and the other documents, instruments, andagreements entered into in connection herewith have been reviewed by each ofthe parties and their counsel and shall be construed and interpreted accordingto

5

----

the ordinary meanings of the words used so as to accomplish fairly thepurposes and intentions of all parties hereto.

**1.6****                       Independenceof Provisions.**All agreements and covenants hereunder, under the LoanDocuments and the other documents, instruments, and agreements entered into inconnection herewith shall be given independent effect such that if a particularaction or condition is prohibited by the terms of any such agreement orcovenant, the fact that such action or condition would be permitted within thelimitations of another agreement or covenant shall not be construed as allowingsuch action to be taken or condition to exist.

**2.****                                      CREDITFACILITIES**

**2.1****                       Loans.**

(a)                                  **Mortgage Loan.**Lender will make a loanto Borrower (the **“Mortgage Loan”**)in an amount not to exceed Twenty-Seven Million Nine Hundred Twenty-SevenThousand Forty-Five and No/100 Dollars ($27,927,045.00) on the terms andconditions contained herein. The Mortgage Loan shall be made in one advance.Borrower may not reborrow any amounts advanced under the Mortgage Loan.

(b)                                 **Term Loan.**Provided no Default or Eventof Default has occurred and is continuing, Lender will make additional advancesto Borrower (collectively, the **“Term Loan”**;****the Term Loan together with the MortgageLoan may be referred to herein, collectively, as the **“Loans”)**from time to time from the date hereof to andincluding the Conversion Date in minimum advances of One Million Dollars($1,000,000) for the first advance and Two Hundred Fifty Thousand Dollars($250,000) for subsequent advances in a total aggregate amount not to exceedTwelve Million Dollars ($12,000,000). Borrower may not reborrow any amountsadvanced under the Term Loan.

**2.2****                       LoanAccount.**Lender shall maintain on its books a record of account **(“Loan Account”)**in which Lender shall makeentries for each of the Loans and such other debits and credits as shall beappropriate in connection with the credit facility set forth in this Agreement.Each of the Loans made by Lender shall be deposited in Borrower’s accountnumber DDA #600956767 at Lender, or such other account with Lender asdesignated in writing by Borrower.

**3.****                                      TERMSOF PAYMENT**

**3.1****                       Interest.**

(a)                                  **Mortgage Loan.**The outstandingprincipal balance of the Mortgage Loan shall accrue interest at the LIBOR Rate(Mortgage Loan).

(b)                                 **Term Loan.**The outstanding principalbalance of the Term Loan shall accrue interest at the LIBOR Rate (Term Loan).Borrower shall request additional advances from the Term Loan by delivering toLender a Loan Borrowing Certificate with respect thereto. The Loan BorrowingCertificate shall be received by Lender no later than 11:00 a.m. (Californiatime) at least two (2) Business Days prior to the Business Day such advanceshall occur. Any Loan Borrowing Certificate received by Lender after 11:00 a.m.(California time) shall not be considered by Lender until the next BusinessDay.

**3.2****                       Payments.**

(a)                                  **Mortgage Loan.**

(i)                            Commencingwith the date of the initial disbursement of funds through the end of thecalendar month in which such disbursement occurs, interest only shall bepayable in advance on the Mortgage Loan at the LIBOR Rate (Mortgage Loan).Interest for such partial month shall be computed on

6

----

the basis of a 360-day year and shall be equal to the sum of a per dieminterest charge (for each day the principal balance hereof is outstandingduring such partial month) equal to the product of (a) 1/360 and (b) theContract Rate and (c) the outstanding principal balance hereunder for the dayin question.

(ii)                               Commencingon May 1, 2007, and continuing on the first day of each calendar monththereafter, Borrower shall make monthly payments to Lender of principal andinterest (in arrears) in an amount necessary to fully amortize the MortgageLoan over an amortization period ending on April 30, 2032.

(iii)                            The entire balance ofprincipal and accrued interest and other amounts then outstanding on theMortgage Loan are due and payable on the Maturity Date (Mortgage Loan).Borrower acknowledges that such balance will not equal the monthly paymentsspecified in Section 3.2(a)(i) and Section 3.2(a)(ii).

(b)                            **Term Loan.**

(i)                                  Commencingon April 1, 2007, and continuing on the first day of each calendar monththereafter, Borrower shall make monthly payments to Lender of all accruedinterest under the Term Loan.

(ii)                               Commencingon the Conversion Date if such date is the first date of a calendar month andotherwise on the first date of the next calendar month, and continuing on thefirst day of each calendar month thereafter, in addition to interest payableunder the Term Loan, the Term Loan will be repayable in forty-eight (48)additional equal monthly installments of principal, in an amount sufficient tocause the Term Loan to be repaid on the Maturity Date (Term Loan).

(iii)                            Unless otherwise repaid,the entire balance of principal and accrued interest and other amounts thenoutstanding on the Term Loan are due and payable on the Maturity Date (TermLoan). Borrower acknowledges that such balance may not equal the regularmonthly payment specified in Section 3.2(b)(i) and Section 3.2(b)(ii).

(c)                                  **Deduction of Amounts Payable.**Borroweragrees that interest and principal payments, and any fees, will be deductedautomatically on the due date from Borrower’s account with Lender, accountnumber DDA #600956767 or such other of the Borrower’s accounts with Lender asdesignated in writing by the Borrower. Borrower will maintain sufficient fundsin the account on the dates the Lender enters debits authorized by the ACH (asdefined below).

**3.3****                       AdditionalCosts and Other Terms.**

(a)                                  Borrowershall pay to Lender, upon demand by Lender, from time to time such amounts asLender may determine to be necessary to compensate it for any costs incurred byLender that Lender determines are attributable to its making or maintaining ofany amount receivable by Lender hereunder in respect of the Mortgage Loan orTerm Loan relating thereto (such increases in costs and reductions in amountsreceivable being herein called **“AdditionalCosts”**),****in each caseresulting from any Regulatory Change which:

(i)                                  changesthe basis of taxation of any amounts payable to Lender under this Agreementwith respect of the Mortgage Loan or Term Loan (other than changes which affecttaxes measured by or imposed on the overall net income of Lender by thejurisdiction in which Lender has its principal office); or

7

----

(ii)                               imposesor modifies any reserve, special deposit or similar requirements relating toany extensions of credit or other assets of, or any deposits with or otherliabilities of Lender (including the Mortgage Loan or Term Loan or any depositsreferred to in the definition of “LIBOR Base Rate (Mortgage Loan)” or “LIBORBase Rate (Term Loan); or

(iii)                            imposes any other conditionaffecting the Mortgage Loan or Term Loan.

Lender will notify Borrower of any event occurring after the date ofthis Agreement which will entitle Lender to compensation pursuant to thisSection as promptly as practicable after it obtains knowledge thereof anddetermines to request such compensation. Lender will furnish Borrower with astatement setting forth the basis and amount of each request by Lender forcompensation under this Section 3.3. Determinations and allocations byLender for purposes of this Section 3.3 of the effect of any RegulatoryChange on its costs of maintaining its obligations to make the Mortgage Loan orTerm Loan or of making or maintaining the Mortgage Loan or Term Loan or onamounts receivable by it in respect of the Mortgage Loan or Term Loan, and ofthe additional amounts required to compensate Lender in respect of anyAdditional Costs, shall be conclusive absent manifest error.

(b)                                 IfBorrower requests additional advances, in addition to all other amounts payablehereunder, Borrower shall pay to Lender, upon the request of Lender, suchamount or amounts as shall be sufficient (in the sole good faith opinion ofsuch Lender) to compensate it for any loss, costs or expense incurred by it asa result of any failure by Borrower to borrow any amounts on the date for suchborrowing specified in the relevant notice of borrowing hereunder; provided,however, that Lender acknowledges that there is no unused line fee inconnection with the Mortgage Loan or the Term Loan.

(c)                                  IfLender shall determine that the adoption or implementation of any applicablelaw, rule, regulation or treaty regarding capital adequacy, or any changetherein, or any change in the interpretation or administration thereof by anygovernmental authority, central bank or comparable agency charged with theinterpretation or administration thereof, or compliance by Lender in any respect,with any directive regarding capital adequacy (whether or not having the forceof law) of any such authority, central bank or comparable agency, has or wouldhave the effect of reducing the rate of return on capital of Lender or anyperson or entity controlling Lender (a **“Parent”**)as a****consequence of itsobligations hereunder to a level below that which Lender (or its Parent) couldhave achieved but for such adoption, change or compliance (taking intoconsideration its policies with respect to capital adequacy) by an amountdeemed by Lender to be material, then from time to time, within fifteen (15)days after demand by Lender, Borrower shall pay to Lender such additionalamount or amounts as will compensate Lender for such reduction. A statement ofLender claiming compensation under this Section and setting forth theadditional amount or amounts to be paid to it hereunder shall be conclusive,absent manifest error.

(d)                                 Ifat any time Lender, in its sole and absolute discretion, determines that eitherthe LIBOR Rate (Mortgage Loan) or LIBOR Rate (Term Loan) does not accuratelyreflect the cost to Lender of lending the Loan, then Lender shall promptly givenotice thereof to Borrower, and upon the giving of such notice, Lender’sobligation to make additional advances the Loans shall terminate, unless Lenderand Borrower agree in writing to a different interest rate applicable to Loans.If it shall become unlawful for Lender to continue to fund or maintain anyLoans, or to perform its obligations hereunder, upon demand by Lender, Borrowershall prepay the Loans in full with accrued interest thereon and all otheramounts payable by Borrower hereunder (including, without limitation, anyamount payable in connection with such prepayment pursuant to Section 4.3).

**4.****                                      PAYMENTOF OBLIGATIONS**

**4.1****                       MaturityDate.**On the Maturity Date, Borrower shall pay and perform in full alloutstanding Loans and Obligations, whether for principal, interest, costs, feesor otherwise, and whether or not all or any part of such Loans and Obligationsare otherwise then due and payable. Such payment of the outstanding Obligationsshall be withdrawn from Borrower’s Loan Account, or such other account withLender as designated in writing by Borrower.

8

----

**4.2****                       DefaultRate of Interest.**Upon the occurrence and during the continuation of anEvent of Default, the rate(s) of interest that would otherwise be applicable atsuch time with respect to each of the Loans shall be increased by five (5)percentage points (the **“Past Due Rate”**).In addition, any amount not paid within ten (10) days when due hereunder shallinclude a past due charge equal to the greater of (a) five percent (5%) of suchdelinquent amount and (b) Fifty Dollars ($50) (but in no event more than themaximum amount allowed by law) (the **“Past DueCharge”**). Inaddition, Borrower shall pay a fee to Lender equal to Twenty Dollars ($20) ifBorrower makes any payment hereunder the check or pre-authorized charge withwhich Borrower pays is later dishonored.

**4.3****                       EarlyPayment.**If for any reason (including voluntary or mandatory prepayment oracceleration), Lender receives all or part of the principal amount of any ofthe Loans prior to the last day of the then applicable Interest Period,Borrower shall, on demand by Lender, pay Lender the amount (if any) by which(i) the additional interest which would have been payable on the amount soreceived had it not been received until the last day of such Interest Periodexceeds (ii) the interest which would have been recoverable by Lender byplacing the amount so received on deposit in the certificate of deposit marketsor the offshore currency interbank markets or United States Treasury investmentproducts, as the case may be, for a period starting on the date on which it wasso received and ending on the last day of such Interest Period at the interestrate determined by Lender in its reasonable discretion. Lender’s determinationas to such amount shall be conclusive absent manifest error.

**4.4****                       Prepayment.**So long as no Default or Event of Default exists, Borrower shall have theprivilege to prepay the principal of the Mortgage Loan and/or the Term Loan (inwhole only but not in part) upon and subject to the following terms andconditions:

(a)                                  Concurrentlywith such prepayment, Borrower shall pay all accrued and unpaid interest underthe applicable Loan (whether or not then due), all other amounts then due underthis Loan Agreement, the applicable Note and the Deed of Trust.

(b)                                 Anyprepayment shall be made only after not less than forty-five (45) days’ advancewritten notice to Lender, which notice in each instance shall specify Borrower’selection to make such prepayment and the amount of the same and the date ofrepayment; provided, however, that such advance written notice period shall benot less than five (5) Business Days (rather than not less than forty-five (45)days) for prepayments, if any, required by Lender pursuant to Section3.3(a)-(d) hereof or for prepayments if made by Borrower within thirty (30)days of notice by Lender of the imposition of any additional charges under suchsections.

(c)                                  Includedwithin payment shall be any breakage fees, if any, in connection with anyInterest Rate Agreement (but such amounts shall only be payable if requiredunder the Interest Rate Agreement and, then, only on the terms and conditionsprovided therein).

**5.****                                      SECURITYINTEREST.**The Loan and all obligations hereunder shall be secured by thatcertain Deed of Trust, Assignment of Rents and Leases, Security Agreement andFixture Filing, dated as of the date hereof (the **“Deed of Trust”**) and that certain Stock Pledge Agreement datedas of even date herewith (the **“Stock PledgeAgreement”**).

**6.****                                      CONDITIONSPRECEDENT.**The obligation of Lender to make the Loans is subject to thesatisfaction, in the sole discretion of Lender, at or prior to the firstadvance of funds hereunder, of each, every and all of the following conditions:

**6.1****                       Documentsand Agreements.**Borrower shall deliver to Lender the following documents,in form and substance satisfactory to Lender in its sole and absolutediscretion: this Agreement; and

(a)                                  theDeed of Trust;

(b)                                 anEnvironmental Indemnity by Borrower in favor of Lender;

9

----

(c)                                  aPromissory Note by Borrower evidencing the Mortgage Loan and the Term Loan madehereunder (each, a **“Note”**);

(d)                                 theAuthorization Agreement for Pre-Authorized Payments (Debits) (the **“ACH”**);

(e)                                  theStock Pledge Agreement;

(f)                                    InterestRate Swap Agreement (Long Form Trade Confirmation);

(g)                                 AuthorizedSignatories and MIFT Agreement; and

(h)                                 AlternativeDispute Resolution Agreement.

**6.2****                       OrganizationalDocuments.**Lender shall have received copies of Borrower’s articlescertificate of incorporation and all amendments thereto, and a certificate ofgood standing, each certified by the Secretary of State of the state ofBorrower’s organization, and dated a recent date prior to the date of theinitial funding of the Loan. Lender shall have received evidence as to the dueauthorization, execution and delivery of this Agreement and the other documentscontemplated hereby, and the transactions contemplated hereunder.

**6.3****                       CertifiedResolutions.**Lender shall have received copies of Borrower’s By-laws andall amendments thereto, and Lender shall have received copies of theresolutions of the board of directors of Borrower, authorizing the executionand delivery of this Agreement and the other documents contemplated hereby, andauthorizing the transactions contemplated hereunder and thereunder, andauthorizing specific officers of Borrower to execute the same on behalf ofBorrower, in each case certified by the Secretary or other acceptable officerof Borrower as of the Closing Date.

**6.4****                       DueDiligence.**Lender shall have completed its due diligence with respect toBorrower and the Property.

**6.5****                       OtherDocuments and Agreements.**Lender shall have received such other agreements,instruments and documents as Lender may require in connection with thetransactions contemplated hereby, all in form and substance satisfactory toLender in Lender’s sole and absolute discretion (including a title insurancepolicy in form, with such endorsements and such exceptions as are acceptable toLender).

**6.6****                       Opinion ofBorrower’s Counsel.**Lender shall have received an opinion of Borrower’scounsel, in form and substance satisfactory to Lender in its sole and absolutediscretion.

**6.7****                       Default.**NoDefault or Event of Default shall exist hereunder.

**6.8****                       CommitmentFee.**Borrower shall have paid to Lender a nonrefundable commitment fee inthe amount of forty-one hundreths percent (.40%) of the maximum possible amountthat may be advanced under the Mortgage Loan and the Term Loan.

**7.****                                      REPRESENTATIONS,WARRANTIES AND COVENANTS OF BORROWER.**In order to induce Lender to enterinto this Agreement and to make the Loan, Borrower represents and warrants toLender as follows, and Borrower covenants that the following representationswill continue to be true, and that Borrower will at all times comply with allof the following covenants:

**7.1****                       State ofOrganization, Existence and Authority.**Borrower is and will continue to be,duly organized, validly existing and in good standing under the laws of thejurisdiction of its organization which is accurately set forth in the headingto this Agreement. Borrower is and will continue to be qualified and licensedto do business in all jurisdictions in which any failure to do so would have aMaterial Adverse Effect. The execution, delivery and performance by Borrower ofthis Agreement, and all other documents contemplated hereby (a) have been dulyand validly authorized, (b) are enforceable against Borrower in

10

----

accordance with their terms (except as enforcement may be limited byequitable principles and by bankruptcy, insolvency, reorganization, moratoriumor similar laws relating to creditors’ rights generally), and (c) do notviolate Borrower’s operating agreement, or any law or any material agreement orinstrument which is binding upon Borrower or the Property, and (d) do notconstitute grounds for acceleration of any material indebtedness or obligationunder any material agreement or instrument that is binding upon Borrower or theProperty.

**7.2****                       Validity ofLoan Documents.**The execution, delivery and performance by Borrower of theLoan Documents: (1) are duly authorized and do not require the consent orapproval of any other party or governmental authority which has not beenobtained; and (2) will not violate any law of the United States, includingfederal state or local laws (and to Borrower’s knowledge any foreign laws) orresult in the imposition of any lien, charge or encumbrance upon the assets ofany such party, except as contemplated by the Loan Documents. The LoanDocuments constitute the legal, valid and binding obligations of Borrower,enforceable in accordance with their respective terms, subject to applicablebankruptcy, insolvency, or similar laws generally affecting the enforcement ofcreditors’ rights.

**7.3****                       Name; TradeNames and Styles.**The name of Borrower set forth in the heading to thisAgreement is its correct name. Borrower has complied, and will in the futurecomply, with all laws relating to the conduct of business under a fictitiousbusiness name.

**7.4****                       Place ofBusiness.**Borrower’s Address set forth in the heading to this Agreement isthe address and location of Borrower’s chief executive office.

**7.5****                       Books andRecords.**Borrower has maintained and will maintain at Borrower’s Addresscomplete and accurate books and records, comprising an accounting system inaccordance with GAAP.

**7.6****                       FinancialCondition, Statements and Reports.**All financial statements now or in thefuture delivered to Lender have been, and will be, prepared in conformity withGAAP (except, in the case of unaudited financial statements, for the absence offootnotes and subject to normal year-end adjustments) and now and in the futurewill fairly reflect the financial condition of Borrower, at the times and forthe periods therein stated. Between the last date covered by any such statementprovided to Lender and the date hereof, there has been no Material AdverseEffect. Borrower is now and will continue to be Solvent.

**7.7****                       Tax Returnsand Payments; Pension Contributions.**Borrower has timely filed, and willtimely file, all tax returns and reports required by foreign, federal, stateand local law, and Borrower and each Essential Additional Party has timelypaid, and will timely pay, all foreign, federal, state and local taxes,assessments, deposits and contributions now or in the future owed by Borrower.Borrower may, however, defer payment of any contested taxes, provided thatBorrower (a) in good faith contests Borrower’s obligation to pay the taxes byappropriate proceedings promptly and diligently instituted and conducted, and(b) posts bonds or takes any other steps required to keep the contested taxesfrom becoming a lien upon any of the property of Borrower. As of the date hereof,Borrower is unaware of any claims or adjustments proposed for any of Borrower’sprior tax years which could result in additional taxes becoming due and payableby Borrower. Borrower has paid, and shall continue to pay all amounts necessaryto fund all present and future pension, profit sharing and deferredcompensation plans in accordance with their terms, and Borrower has not andwill not withdraw from participation in, permit partial or complete terminationof, or permit the occurrence of any other event with respect to, any such planwhich could result in any liability of Borrower, including any liability to thePension Benefit Guaranty Corporation or its successors or any othergovernmental agency.

**7.8****                       Taxes andAssessments.**To Borrower’s knowledge, the Property is comprised of one ormore parcels, each of which constitutes a separate legal parcel and a separatetax lot and none of which constitutes a portion of any other tax lot. There areno pending or, to Borrower’s best knowledge, proposed, special or otherassessments for public improvements or otherwise affecting the Property, norare there any contemplated improvements to the Property that may result in suchspecial or other assessments.

11

----

**7.9****                       Compliancewith Law.**

(a)                                  Borrowerrepresents and warrants that any current noncompliance, if any, with anyforeign, federal, state and local laws and regulations relating to Borrower(including, but not limited to, the Fair Labor Standards Act, and thoserelating to Borrower’s ownership of real or personal property, the conduct andlicensing of Borrower’s business, and environmental matters), shall not have aMaterial Adverse Effect. Borrower agrees that Borrower shall comply, in allmaterial respects, with all foreign, federal, state and local laws and regulationsrelating to Borrower or the Property, including, but not limited to, the FairLabor Standards Act, and those relating to Borrower’s ownership of real orpersonal property, the conduct and licensing of Borrower’s business, andenvironmental matters.

(b)                                 ToBorrower’s knowledge, Borrower has all requisite licenses, permits, franchises,qualifications, certificates of occupancy or other governmental authorizationsto own, lease and operate the Property and carry on its business, the Propertyis in compliance with all applicable legal requirements and is free ofstructural defects, and all building systems contained therein are in goodworking order, subject to ordinary wear and tear. Borrower shall cause (i)Borrower to have all requisite licenses, permits, franchises, qualifications,certificates of occupancy or other governmental authorizations to own, leaseand operate the Property and carry on its business, and (ii) the Property atall times to be in compliance with all applicable legal requirements and to befree of structural defects, and shall cause all building systems containedtherein to be in good working order, subject to ordinary wear and tear. ToBorrowers knowledge, the Property does not constitute, in whole or in part, alegally nonconforming use under applicable legal requirements;

(c)                                  ToBorrower’s knowledge, no condemnation has been commenced or, is contemplatedwith respect to all or any portion of the Property or for the relocation ofroadways providing access to the Property; and

(d)                                 ToBorrower’s knowledge, (i) the Property has adequate rights of access to publicways and is served by adequate water, sewer, sanitary sewer and storm drainfacilities; (ii) all public utilities necessary or convenient to the full useand enjoyment of the Property are located in the public right-of-way abuttingthe Property, and all such utilities are connected so as to serve the Propertywithout passing over other property, except to the extent such other propertyis subject to a perpetual easement for such utility benefiting the Property;and (iii) all roads necessary for the full utilization of the Property for itscurrent purpose have been completed and dedicated to public use and accepted byall governmental authorities. Borrower shall cause (i) the Property to haveadequate rights of access to public ways and is served by adequate water,sewer, sanitary sewer and storm drain facilities; (ii) all public utilitiesnecessary or convenient to the full use and enjoyment of the Property to belocated in the public right-of-way abutting the Property, and all suchutilities to be connected so as to serve the Property without passing overother property, except to the extent such other property is subject to aperpetual easement for such utility benefiting the Property; and (iii) allroads necessary for the full utilization of the Property for its currentpurpose to be completed and dedicated to public use and accepted by allgovernmental authorities.

**7.10****                Liabilities;Litigation.**

(a)                                  Thereis no claim, suit, litigation, proceeding or investigation pending, or to thebest of Borrower’s knowledge, threatened by or against or affecting Borrower inany court or before any governmental agency (or any basis therefore known toBorrower) which may result, either separately or in the aggregate, in aMaterial Adverse Effect. Borrower will promptly inform Lender in writing of anyproceeding, litigation or investigation in the future or instituted by oragainst Borrower involving any single claim of $10,000,000 or more, or involving$25,000,000 or more in the aggregate.

(b)                                 Borroweris not contemplating either the filing of a petition by it under state orfederal bankruptcy or insolvency laws or the liquidation of all or a majorportion of its assets or property, and Borrower has no knowledge of any Personcontemplating the filing of any such petition against it.

**7.11****                Use of Proceeds.**All proceeds of the Mortgage Loan or Term Loan shall be used solely for lawfulbusiness purposes.

12

----

**8.****                                      ADDITIONALDUTIES OF THE BORROWER**

**8.1****                       Insurance.**Borrower shall, at all times insure all of the property of Borrower as requiredin the Deed of Trust.

**8.2****                       Reports.**Borrower shall cause to be delivered to Lender copies of the following reports:

(a)                                  AnnualForm 10K Report of Borrower (and its subsidiaries on a consolidated basis),which will be delivered within ninety (90) days of fiscal year end of Borrower;

(b)                                 QuarterlyForm 10Q Report of Borrower (and its subsidiaries on a consolidated basis),which will be delivered within forty-five (45) days after the end of eachcalendar quarter;

(c)                                  CovenantCompliance Certificate in the form of Exhibit “B” hereto, which will bedelivered within forty-five days after the end of each calendar quarter;

(d)                                 CovenantCompliance Certificate in the form of Exhibit “C” hereto, which will bedelivered within ninety (90) days after the end of each calendar year;

(e)                                  Annualcompany-prepared consolidating balance sheet and consolidating income statementshowing key entities of the Borrower (as a minimum, needs to show OmniVisionInternational Holdings Ltd. and OmniVision Technologies (Hong Kong) CompanyLimited); and

(f)                                    Quarterlycompany-prepared consolidating balance sheet and consolidating income statementshowing key entities of the Borrower (as a minimum, needs to show OmniVisionInternational Holdings Ltd. and OmniVision Technologies (Hong Kong) CompanyLimited).

The financial and operating statements shall be prepared in accordancewith GAAP, and shall be certified as correct by Borrower. Borrower shall keepbooks and records of account of all income and expenses of the Property and ofits own financial affairs sufficient to permit the preparation of the financialand operating statements in accordance with the standards herein contained.Lender and its designated agents and representatives shall have the absoluteright at all times upon reasonable prior notice to Borrower (unless an Event ofDefault exists) to examine, copy, and audit any such books and records.Borrower shall also furnish to Lender promptly upon request such documents andinstruments as Lender may request in order to verify the accuracy of any of theinformation contained in any statement submitted hereunder. All books andrecords pertaining to the income, expenses, management or operation of the Propertyshall be kept at the Property unless otherwise approved by Lender; and allbooks and records pertaining to Borrower’s financial condition shall be kept atBorrower’s principal place of business or the office of Borrower’s accountants.

**8.3****                       Negative Covenants.**Borrower shall not, without Lender’s prior written consent, which shall not beunreasonably withheld, do any of the following:

(a)                                  Exceptin cases involving one or more Affiliates of the Borrower, merge or consolidatewith another entity, except in a transaction in which (i) the owners ofBorrower hold at least fifty percent (50%) of the ownership interest in thesurviving entity immediately after such merger or consolidation, and (ii)Borrower is the surviving entity;

(b)                                 [omitted];

(c)                                  sell,lease (except as expressly permitted by this Agreement or by any other of theLoan Documents) or license the Property or grant any other security interest inany of the property of Borrower other than for Permitted Liens (provided,however, that in no event may the aggregate amount outstanding under PermittedLiens exceed Fifty Million Dollars ($50,000,000));

13

----

(d)                                 makeany change in Borrower’s capital structure which would have a Material AdverseEffect;

(e)                                  dissolveor elect to dissolve;

(f)                                    changethe state of its organization; or

(g)                                 changeits legal name without advance notice to Lender.

Transactions permitted by the foregoing provisions of this Section areonly permitted if no Default or Event of Default is continuing or would occuras a result of such transaction.

**8.4****                       LitigationCooperation.**  Should any third-partysuit or proceeding be instituted by or against Lender with respect to theProperty or relating to Borrower, Borrower shall, without expense to Lender,make available Borrower and its officers, employees and agents and Borrower’sbooks and records, to the extent that Lender may deem them reasonably necessaryin order to prosecute or defend any such suit or proceeding.

**8.5****                       FurtherAssurances.** Borrower agrees, at its expense, on request by Lender, toexecute all documents and take all actions, as Lender, may deem reasonablynecessary or useful in order to fully consummate the transactions contemplatedby this Agreement.

**9.****                                      EVENTSOF DEFAULT AND REMEDIES**

**9.1****                       Events ofDefault.** The occurrence of any of the following events shall constitute an “Eventof Default” under this Agreement, and Borrower shall give Lender immediatewritten notice thereof:

(a)                                  Anywarranty, representation, statement, report or certificate made or delivered toLender by Borrower or any of Borrower’s officers, employees or agents, now orin the future, shall be untrue or misleading and results in a Material AdverseEffect; or

(b)                                 Borrowershall fail to pay when due any amounts under the Loans or any interest thereonor any other monetary Obligation; or

(c)                                  Borrowershall breach any negative covenant set forth in Section 8.3 above; or

(d)                                 Borrowershall fail to comply with the financial covenants (if any) set forth in Section10 or shall fail to perform any other non-monetary Obligation which by itsnature cannot be cured; or

(e)                                  Borrowershall fail to perform any other non-monetary Obligation, which failure is notcured within five (5) Business Days after the date due or breaches any otherterms under any of the other Obligations (including under any of the other LoanDocuments) not otherwise mentioned in this definition of Event of Default andsuch failure is not cured within thirty (30) days after prior written noticethereof; or

(f)                                    Anylevy, assessment, attachment, seizure, lien or encumbrance is made on all orany part of the Property which is not cured within ten (10) days after theoccurrence of the same; or

(g)                                 anydefault or event of default occurs under any obligation secured by a PermittedLien, which is not cured within any applicable cure period or waived in writingby the holder of the Permitted Lien; or

(h)                                 anydefault or event of default occurs under any unsecured obligation of Borrowerin excess of One Million Dollars ($1,000,000);

14

----

(i)                                     Borrowerbreaches any material contract or obligation, which has or may reasonably beexpected to have a Material Adverse Effect; or

(j)                                     Dissolution,termination of existence, insolvency or business failure of Borrower; orappointment of a receiver, trustee or custodian, for all or any part of theproperty of, assignment for the benefit of creditors by, or the commencement ofany proceeding by Borrower under any reorganization, bankruptcy, insolvency,arrangement, readjustment of debt, dissolution or liquidation law or statute ofany jurisdiction, now or in the future in effect; or

(k)                                  thecommencement of any proceeding against Borrower under any reorganization,bankruptcy, insolvency, arrangement, readjustment of debt, dissolution orliquidation law or statute of any jurisdiction, now or in the future in effect,which is (i) not timely controverted, or (ii) not cured by the dismissalthereof within thirty (30) days after the date commenced; or

(l)                                     revocationor termination of, or limitation or denial of liability upon, any guaranty ofthe Obligations or any attempt to do any of the foregoing, or commencement ofproceedings by any guarantor of any of the Obligations under any bankruptcy orinsolvency law; or

(m)                               revocationor termination of, or limitation or denial of liability upon, any pledge of anycertificate of deposit, securities or other property or asset of any kindpledged by any third party to secure any or all of the Obligations, or anyattempt to do any of the foregoing, or commencement of proceedings by oragainst any such third party under any bankruptcy or insolvency law; or

(n)                                 Borrowermakes any payment on account of any indebtedness or obligation which has beensubordinated to the Obligations, other than as permitted in the applicablesubordination agreement, or if any Person who has subordinated suchindebtedness or obligations terminates or in any way limits his subordinationagreement; or

(o)                                 Borrowershall suffer or experience any Change of Control without Lender’s prior writtenconsent, which consent shall be in the discretion of Lender in the exercise ofits reasonable business judgment;

(p)                                 Borrowershall generally not pay its debts as they become due, or Borrower shallconceal, remove or transfer any part of its property, with intent to hinder,delay or defraud its creditors, or make or suffer any transfer of any of itsproperty which may be fraudulent under any bankruptcy, fraudulent conveyance orsimilar law; or

(q)                                 Borrowershall fail to comply with the terms and conditions of any Interest RateAgreement with Lender or any other party (including the Interest Rate SwapAgreement (Long Form Trade Confirmation)) or shall amend, modify, or terminateany such agreement or waive any rights thereunder; or

(r)                                    Failureof Borrower to occupy the buildings located at 4275 and 4295 Burton Drive,Santa Clara, California; or

(s)                                  Thereshall be any Material Adverse Effect;

(t)                                    An“Event of Default” shall occur under that certain Stock Pledge Agreement ofeven date herewith by Borrower in favor of Lender; or

(u)                                 Abreach occurs under Section 6.16.1 of the Deed of Trust.

Lender may cease making any advances or extending any credit hereunderduring any of the above-specified cure periods.

15

----

**9.2****                       Remedies.**

(a)                                  Uponthe occurrence and during the continuance of any Event of Default, Lender, atits option, and without notice or demand of any kind (all of which are herebyexpressly waived by Borrower), may do any one or more of the following:

(i)                                     Ceasemaking additional advances under the Term Loan or otherwise extending credit toBorrower under this Agreement or any other document or agreement; or

(ii)                                  Accelerateand declare all or any part of the Obligations to be immediately due, payableand performable, notwithstanding any deferred or installment payments allowedby any instrument evidencing or relating to any Obligation; or

(b)                                 Allattorneys’ fees, expenses, costs, liabilities and obligations incurred byLender (including attorneys’ fees and expenses incurred in connection withbankruptcy) with respect to the foregoing shall be due from Borrower to Lenderon demand; or

(c)                                  Exerciseany other remedies available at law or equity

**9.3****                       RemediesCumulative.**In addition to the rights and remedies set forth in thisAgreement, Lender shall have all the other rights and remedies accorded acreditor at law or in equity, and under any other instrument or agreement nowor in the future entered into between Lender and Borrower, and all of suchrights and remedies are cumulative and none is exclusive. Exercise or partialexercise by Lender of one or more of its rights or remedies shall not be deemedan election, nor bar Lender from subsequent exercise or partial exercise of anyother rights or remedies. The failure or delay of Lender to exercise any rightsor remedies shall not operate as a****waiverthereof, but all rights and remedies shall continue in full force and effectuntil all of the Obligations (as defined in the Note) have been indefeasiblypaid and performed.

**10.****                               FINANCIALCOVENANTS**

**10.1****                Tangible NetWorth.**Borrower will maintain a minimum Tangible Net Worth, calculatedas of the end of each fiscal quarter of Borrower (i.e., the calendar quartersending April 30, July 31, October 31, and January 31) of (i) at least FourHundred Million Dollars ($400,000,000) for each calendar quarter ending on orbefore April 30, 2007, and (ii) for each calendar quarter ending on or afterJuly 31, 2008, at least the sum of Four Hundred Million Dollars ($400,000,000)plus, to the extent greater than zero, fifty percent (50%) of any Net Incomeincurred in any prior calendar years (commencing with the calendar year endingApril 30, 2007); provided, however, that the required Tangible Net Worth shalldecrease by the amount of Net Profits used to repurchase stock of Borrower (butsuch decrease shall not be in excess of an aggregate amount of One HundredMillion Dollars ($100,000,000)).

**10.2****                Debt ServiceCoverage Ratio.**Borrower will maintain a Debt Service Coverage Ratio ofno less than 2.00 to 1.00 for each calendar quarter commencing with thecalendar quarter ending on March 31, 2007. As used in this Section 10.2,**“Debt Service Coverage Ratio”**meansthe ratio of (a) EBITDA for the previous twelve (12) calendar months over (b)the sum of (i) Interest Expenses incurred over the previous twelve (12)calendar months, plus (ii) principal amounts payable hereunder and the currentportion of any other long-term debt of Borrower due over the next twelve (12)calendar months (under GAAP).

**11.****                               GENERALPROVISIONS**

**11.1****                Application of****Payments.**All payments withrespect to the Obligations shall be applied as provided in each [Note].

16

----

**11.2****                Charges toAccounts.**Lender may, in its discretion, require that Borrower pay monetaryObligations in cash to Lender, or charge them to Borrower’s Loan Account, inwhich event they will bear interest from the date due to the date paid at thesame rate applicable to the Loan.

**11.3****                Notices.**Allnotices to be given under this Agreement shall be in writing and shall be giveneither personally or by reputable private delivery service or by regularfirst-class mail, facsimile or certified mail return receipt requested. Allnotices to Borrower shall be addressed to Borrower at the address shown in theheading to this Agreement, or at any other address designated in writing byBorrower to Lender. All notices to Lender shall be addressed to Lender at theaddress set forth in the introductory paragraph of this Agreement, to theattention of the Commercial Banking Division, Manager, Note Department, or atany other address designated in writing by Lender to Borrower. All noticesshall be deemed to have been given upon delivery in the case of noticespersonally delivered, faxed (at time of confirmation of transmission), or atthe expiration of one (1) Business Day following delivery to a private deliveryservice, or two (2) Business Days following the deposit thereof in the UnitedStates mail, with postage prepaid.

**11.4****                Severability.**Should any provision of this Agreement be held by any court of competentjurisdiction to be void or unenforceable, such defect shall not affect theremainder of this Agreement, which shall continue in full force and effect.

**11.5****                Integration.**ThisAgreement and such other written agreements, documents and instruments as maybe executed in connection herewith are the final, entire and complete agreementbetween Borrower and Lender and supersede all prior and contemporaneousnegotiations and oral representations and agreements, all of which are merged andintegrated in this Agreement. There are no oral understandings, representationsor agreements between the parties which are not set forth in this Agreement orin other written agreements signed by the parties in connection herewith.

**11.6****                Waivers.**The failureof Lender at any time or times to require Borrower to strictly comply with anyof the provisions of this Agreement or any other present or future agreementbetween Borrower and Lender shall not waive or diminish any right of Lenderlater to demand and receive strict compliance therewith. Any waiver of anyDefault shall not waive or affect any other Default, whether prior orsubsequent, and whether or not similar. None of the provisions of thisAgreement or any other agreement now or in the future executed by Borrower anddelivered to Lender shall be deemed to have been waived by any act or knowledgeof Lender or its agents or employees, but only by a specific written waiversigned by an authorized officer of Lender and delivered to Borrower. Borrower waivesdemand, protest, notice of protest and notice of default or dishonor, notice ofpayment and nonpayment, release, compromise, settlement, extension or renewalof any commercial paper, instrument, account, general intangible (as defined inthe California Uniform Commercial Code), document or guaranty at any time heldby Lender on which Borrower is or may in any way be liable, and notice of anyaction taken by Lender, unless expressly required by this Agreement.

**11.7****                No Liability forOrdinary Negligence.**Neither Lender, nor any of its directors, officers,employees, agents, attorneys or any other Person affiliated with orrepresenting Lender shall be liable for any claims, demands, losses or damages,of any kind whatsoever, made, claimed, incurred or suffered by Borrower or anyother party through the ordinary negligence of Lender, or any of its directors,officers, employees, agents, attorneys or any other Person affiliated with orrepresenting Lender, but nothing herein shall relieve Lender from liability forits own gross negligence or willful misconduct; provided, however, that thisSection 11.7 shall not relieve Lender of any obligation of returning excessamounts that may have been negligently charged to Borrower under the Term Loanor the Mortgage Loan.

**11.8****                Amendment.**Theterms and provisions of this Agreement may not be waived or amended, except ina writing executed by Borrower and a duly authorized officer of Lender.

**11.9****                Time of Essence.**Timeis of the essence in the performance by either party of each and every of theirobligations under this Agreement.

**11.10****         Attorneys’ Fees, Costsand Charges.**Borrower shall reimburse Lender for all attorneys’ fees(including attorneys’ fees and expenses incurred pursuant to bankruptcy) andall filing, recording, search,

17

----

title insurance, appraisal, audit, and other costs incurred by Lender,pursuant to, or in connection with, or relating to this Agreement (whether ornot a lawsuit is filed), including, but not limited to, any attorneys’ fees andcosts (including attorneys’ fees and expenses incurred pursuant to Borrower’sbankruptcy) Lender incurs in order to do the following: prepare and negotiatethis Agreement and the documents relating to this Agreement, obtain legaladvice in connection with this Agreement or Borrower; enforce, or seek toenforce, any of its rights; commence, intervene in, or defend any action orproceeding; initiate any complaint to be relieved of the automatic stay inbankruptcy; file or prosecute any probate claim, bankruptcy claim, third-partyclaim, or other claim; examine, audit, copy, and inspect or audit any ofBorrower’s books and records; protect, obtain possession of, lease, dispose of,or otherwise enforce Lender’s security interest in the Property; and otherwiserepresent Lender in any litigation relating to Borrower. If either Lender orBorrower files any lawsuit against the other predicated on a breach of thisAgreement, the prevailing party in such action shall be entitled to recover itscosts and attorneys’ fees (including attorneys’ fees and expenses incurredpursuant to bankruptcy), including (but not limited to) attorneys’ fees andcosts incurred in the enforcement of, execution upon or defense of any order,decree, award or judgment. Borrower shall also pay Lender’s standard chargesfor returned checks and for wire transfers, in effect from time to time. Allattorney’s fees, costs and charges (including attorneys’ fees and expensesincurred pursuant to bankruptcy) and other fees, costs and charges to whichLender may be entitled pursuant to this Agreement may be charged by Lender toBorrower’s Loan Account and shall thereafter bear interest at the same rate asthe Mortgage Loan.

**11.11****                          Benefitof Agreement.**The provisions of this Agreement shall be binding upon andinure to the benefit of the respective successors, assigns, heirs,beneficiaries and representatives of Borrower and Lender; provided, however,that Borrower may not assign or transfer any of its rights under thisAgreement, except as permitted pursuant to the terms and conditions of the Deedof Trust, without the prior written consent of Lender, and any prohibitedassignment shall be void. No consent by Lender to any assignment shall releaseBorrower from its liability for the Obligations. Lender may assign its rightsand delegate its duties hereunder without the consent of Borrower. Lenderreserves the right to syndicate all or a portion of the transaction createdherein or sell, assign, transfer, negotiate, or grant participations in all orany part of, or any interest in Lender’s rights and benefits hereunder. Inconnection with any such syndication, assignment or participation, Lender maydisclose all documents and information which Lender now or hereafter may haverelating to Borrower or Borrower’s business. To the extent that Lender assignsits rights and obligations hereunder to a third Person, Lender thereafter shallbe released from such assigned obligations to Borrower.

**11.12****                          Publicity.**Lender is hereby authorized, at its expense and in its sole discretion, toissue appropriate press releases and to cause a tombstone to be publishedannouncing the consummation of this transaction and the aggregate amountthereof.

**11.13****                          GoverningLaw; Jurisdiction; Venue.**This Agreement and all acts and transactionshereunder and all rights and obligations of Lender and Borrower shall begoverned by the internal laws of the State of California, without regard to itsconflicts of law principles. As a material part of the consideration to Lenderto enter into this Agreement, Borrower (a) agrees that all actions andproceedings relating directly or indirectly to this Agreement shall, at Lender’soption, be litigated in courts located within California, and that theexclusive venue therefor shall be in the City and County of San Francisco; (b)consents to the jurisdiction and venue of any such court and consents toservice of process in any such action or proceeding by personal delivery or anyother method permitted by law; and (c) waives any and all rights Borrower mayhave to object to the jurisdiction of any such court, or to transfer or changethe venue of any such action or proceeding.

**11.14****                          MutualWaiver of Jury Trial.**TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER ANDLENDER EACH HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDINGBASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO, THIS AGREEMENT OR ANYOTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN LENDER AND BORROWER, ORANY CONDUCT, ACTS OR OMISSIONS OF LENDER OR BORROWER OR ANY OF THEIR DIRECTORS,OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITHLENDER OR BORROWER, IN ALL OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACTOR TORT OR OTHERWISE. NOTWITHSTANDING THE FOREGOING, ANY CONTROVERSY HEREUNDERSHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THAT

18

----

CERTAIN ALTERNATIVE DISPUTE RESOLUTION AGREEMENT, DATED AS OF THE DATEHEREOF, BY AND AMONG BORROWER AND LENDER.

19

----

IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the date set forth in theheading to this Agreement.
| BORROWER: |   |                          |
|-----------|--------|-------------------------------|
|      |   | OMNIVISION TECHNOLOGIES,INC., |
|      |   | a Delaware corporation        |
|      |   |                          |
|      |   |                          |
|      |   | By:                           |   | /s/ James He |   |
|      |   |                          |   | Name: | James He |   |
|      |   |                          |   | Title: | COO |   |

 
|                                                |
|------------------------------------------------|
| LENDER:                                        |
|                                           |
| CITIBANK, N.A., a national banking association |
|                                           |
|                                           |
| By:                                            | /s/ Ada Lei Man Wong |   |
| Name:                                          | Ada Lei Man Wong |   |
| Title:                                         | VICE PRESIDENT |   |
|                                                |  |  |  |  |

 

----

**EXHIBIT A**

**LOANBORROWING CERTIFICATE**

Theundersigned hereby certifies as follows:

I, ____________________________,am the duly elected and acting ________________________ of OMNIVISIONTECHNOLOGIES, INC (“Borrower”).

ThisLoan Borrowing Certificate is delivered pursuant to Section 3.1 f that certainLoan and Security Agreement (the “**LoanAgreement**”) dated as of March      , 2007by and between Borrower and CITIBANK, N.A., a national banking association (“**Lender**”). The terms used in this LoanBorrowing Certificate which are defined in the Loan Agreement have the samemeaning herein as ascribed to them therein.

Borrower hereby requests an additional Advance of theTerm Loan as follows:

(a)       Thedate on which the Term Loan is to be made is_____________ 20 _____.

(b)       The amount of the Term Loan is to be ___________________Dollars ($ ____________________).

Allrepresentations and warranties of Borrower set forth in the Loan Agreement aretrue, correct and complete in all material respects as of the date of thisrequest for an advance of the Term Loan Loan; provided, however, that thoserepresentations and warranties expressly referring to another date shall betrue, correct and complete in all material respects as of such date. No Defaultor Event of Default exists

INWITNESS WHEREOF, this Loan Borrowing Certificate is executed by the undersignedas of this            day of ____________________, 20______ .
|        |   |   |   |
|--------|--------|--------|--------|
|   |   |   |   |
|   |   | By:    |   |   |
|   |   | Name:  |   |   |
|   |   | Title: |   |   |
|        |        |        |        |  |  |  |

 

----

**EXHIBIT B**

Quarterly CovenantCompliance Certificate

**Borrower: OMNIVISIONTECHNOLOGIES, INC.,**
|        |   | As of: |   |   |
|--------|--------|--------|--------|--------|
| Date   |
|   |
|   |
|   |

**FinancialReporting to be delivered within 45 days of the end of each fiscal quarter ofBorrower(i.e., the calendar quarters ending April 30, July 31, October 31, and January31):**
|        |   | 1)   Quarterly Form 10Q Report of  Borrower (and its subsidiaries on a consolidated basis);                                                                                                                                                                           |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                 |   |
|   |   |                                                                                                                                                                                                                                                                                 | In Compliance |
|   |   |                                                                                                                                                                                                                                                                                 | (Yes/No) |
|   |   |                                                                                                                                                                                                                                                                                 |   |
|   |   |                                                                                                                                                                                                                                                                                 |   |
|   |   | 2)   Quarterly company-prepared  consolidating balance sheet and consolidating income statement showing key  entities of the Borrower (as a minimum, needs to show OmniVision  International Holdings Ltd. and OmniVision Technologies (Hong Kong) Company  Limited). |
|   |   |                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                 |   |
|   |   |                                                                                                                                                                                                                                                                                 | In Compliance |
|   |   |                                                                                                                                                                                                                                                                                 | (Yes/No) |
|   |   |                                                                                                                                                                                                                                                                                 |

**FinancialCovenants: (Measured Quarterly—calculated as of the end ofeach fiscal quarter of Borrower(i.e., the calendar quarters ending April 30, July 31, October 31, and January31))**

1)   Tangible Net Worth of (i) at leastFour Hundred Million Dollars ($400,000,000) for each fiscal quarter ending onor before April 30, 2007, and (ii) for each fiscal quarter ending on or afterJuly 31, 2008, at least the sum of Four Hundred Million Dollars ($400,000,000)plus, to the extent greater than zero, fifty percent (50%) of any Net Incomeincurred in any prior fiscal years (commencing with the fiscal year endingApril 30, 2007); provided, however, that the required Tangible Net Worth shalldecrease by the amount of Net Profits used to repurchase stock of

----

The undersigned certifiesthat the foregoing (including any attachments) is true, complete and correct,and that the information reflected in this Compliance certificate complies withthe provisions set forth in the Loan and Security Agreement between Borrowerand Citibank N.A., dated March      , 2007 (the “LoanAgreement”). The undersigned further certifies that, as of the date hereof, noDefault or Event of Default (each as defined in the Loan Agreement) hasoccurred.
|        |   | OMNIVISION TECHNOLOGIES, INC., |
|--------|--------|--------------------------------|
|   |   | a Delaware corporation         |
|   |   |                           |
|   |   | By:                            |   |   |
|   |   | Name:                          |   |   |   |
|   |   | Title:                         |   |   |
|   |   |                           |   |   |
|   |   | Date:                          |   |   |
|        |        |                                |  |  |  |  |  |

 

----

**EXHIBIT C**

Annual CovenantCompliance Certificate

Borrower:                  OMNIVISIONTECHNOLOGIES, INC.,
|        |   | As of: |   |   |
|--------|--------|--------|--------|--------|
|   |
| Date   |
|   |
|   |
|   |

**Financial Reporting to bedelivered within 90 days of the end of fiscal year end Borrower(i.e., the**fiscalyear ending April 30):
|        | 1)                                                                                                                                                              | Annual Form 10K Report of Borrower (and its  subsidiaries on a consolidated basis), |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|
|   |                                                                                                                                                            |                                                                                |
|   |                                                                                                                                                            |                                                                                |   |
|   |                                                                                                                                                            |                                                                                | In Compliance |
|   |                                                                                                                                                            |                                                                                | (Yes/No) |
|   | 2)          (Annual  company-prepared consolidating balance sheet and consolidating income  statement showing |
|   | key entities of the Borrower (as a minimum, needs to  show OmniVision International Holdings Ltd. and OmniVision                                                |
|   | Technologies (Hong Kong) Company Limited                                                                                                                        |
|   |                                                                                                                                                            |
|   |                                                                                                                                                            |                                                                                |   |
|   |                                                                                                                                                            |                                                                                | In Compliance |
|   |                                                                                                                                                            |                                                                                | (Yes/No) |
|        |                                                                                                                                                                 |                                                                                     |  |  |

**Financial Covenants:(Measured Quarterly—calculated as of the end of each fiscal quarter of Borrower(i.e., the fiscal quarters ending April 30, July 31, October 31, and January31))**

1) Tangible Net Worth of (i) at least Four HundredMillion Dollars ($400,000,000) for each fiscal quarter ending on or beforeApril 30, 2007, and (ii) for each fiscal quarter ending on or after July 31,2008, at least the sum of Four Hundred Million Dollars ($400,000,000) plus, tothe extent greater than zero, fifty percent (50%) of any Net Income incurred inany prior fiscal years (commencing with the fiscal year ending April 30, 2007);provided, however, that the required Tangible Net Worth shall decrease by theamount of Net Profits used to repurchase stock of Borrower (but such decreaseshall not be in excess of an aggregate amount of One Hundred Million Dollars($100,000,000)).

2) Minimum Debt Service Coverage Ratio of 2.0:1.0                                                  

----

The undersigned certifiesthat the foregoing (including any attachments) is true, complete and correct,and that the information reflected in this Compliance certificate complies withthe provisions set forth in the Loan and Security Agreement between Borrowerand Citibank N.A., dated March       , 2007 (the “LoanAgreement”). The undersigned further certifies that, as of the date hereof, noDefault or Event of Default (each as defined in the Loan Agreement) hasoccurred.
|        |   | OMNIVISION TECHNOLOGIES, INC., |
|--------|--------|--------------------------------|
|   |   | a Delaware corporation         |
|   |   |                           |
|   |   | By:                            |   |   |
|   |   | Name:                          |   |   |   |
|   |   | Title:                         |   |   |
|   |   |                           |   |   |
|   |   | Date:                          |   |   |
|        |        |                                |  |  |  |  |  |

 

----