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EXHIBIT 10.2
FUJITSU LIMITED
The Dai-Ichi Kangyo Bank, Ltd.
New York Branch
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
November 18, 1996
Letter of Guaranty
Dear Sir,
In appreciation of your making loan of up to the amount of
US$25,000,000.00 (in words: U.S. Dollars twenty-five million only) to Xxxx
Technology, Inc. (hereinafter called the "Company"), having its principal office
in Austin, Texas and subsidiary of FUJITSU LIMITED, organized under the laws of
Japan and having its principal office at 0-0, Xxxxxxxxxx 0- xxxxx, Xxxxxxx-Xx,
Xxxxx 000, Xxxxx, under a certain loan facility (hereinafter called the "Loan
Facility") between you and the Company, we hereby irrevocably guarantee the full
and principal payment by the Company of its indebtedness pursuant to the terms
of the Loan Facility, provided that in no event will our obligations and
liabilities hereunder exceed US$25,000,000.00.
The term "Indebtedness" as used in this Guaranty means all outstanding
obligations and liabilities of the Company arising out of or in connection with
the loans made under the Loan Facility, whether principal, interest or expenses,
to be paid by the Company pursuant to the terms of the Loan Facility.
If and to the extent the Company fails to make a full and punctual
payment pursuant to the terms of the Loan Facility, we will, within the
reasonable time of the receipt of your demand, pay you the Indebtedness subject
to the limitations set forth in the first sentence of this Guaranty.
We hereby waive notice of acceptance of the Guaranty, and any right to
require you to proceed against the Company.
This Company will be a continuing one and will terminate on March 31,
1998, but such termination will not release us from our obligations and
liabilities hereunder existing on and as of the date of such termination.
This Guaranty will be governed by and construed in accordance with the
law of Japan.
Yours sincerely,
[Signature in Japanese]
