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EXHIBIT 99.3
[FUJITSU LETTERHEAD]
FUJITSU LIMITED
Marunouchi 0-xxxxx, Xxxxxxx-xx, Xxxxx 000, Xxxxx
The Dai-Ichi Kangyo Bank, Ltd.
New York Branch
One World Trade Center, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Feb. 20, 1997
LETTER OF GUARANTY
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Dear Sirs,
In consideration 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 punctual
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 its association
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 Facilty.
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
limitation 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.
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[FUJITSU LETTERHEAD]
This Guaranty 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,
[Japanese characters] [SEAL] [SEAL]