REVOLVING LINE AGREEMENT

***

Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission pursuant to Rule 25b-2 under the Securities Exchange Act of 1934, as amended, and the Commission’s rules and regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment.***

1.

DEFINITIONS

1.1

“ Accounts Receivables Trust Agreement ” means the Accounts Receivables Trust Agreement (as amended or renewed) attached hereto as Schedule 3, executed on March 25, 2004 by and between the Borrower and MIZUHO TRUST & BANKING CO., LTD.

1.2

“ Accrued Interest ” has the meaning given in Clause 14.2.

1.3

“ Adjusted Tangible Assets ” means all of the Borrower’s assets, determined on a consolidated basis (provided that if the Borrower does not prepare its financial statements on a consolidated basis, the stand-alone basis financial statements shall apply) in accordance with generally accepted accounting standards in Japan, other than (a) deferred assets, other than prepaid insurance and prepaid taxes, (b) patents, copyright, trademarks, trade names, franchises, goodwill, and other similar intangibles and (c) unamortized debt discounts and expenses.

1.4

“ Adjusted Tangible Net Worth ” means, at any time, the amount calculated as (a) the book value (after deducting the related depreciation, obsolescence, amortization, valuation, and other proper reserves as determined in accordance with generally accepted accounting standards in Japan) of the Adjusted Tangible Assets shown on the Borrower’s consolidated balance sheet (or the stand-alone basis balance sheet if the Borrower does not prepare its balance sheet on a consolidated basis) as of such time, prepared in accordance with that generally accepted accounting standards in Japan, less (b) the amount of the Borrower’s liabilities (including all contingencies and other potential liabilities required to be shown on such balance sheet) shown on such consolidated balance sheet (or the stand-alone basis balance sheet if the Borrower does not prepare its balance sheet on a consolidated basis).

1.5

“ Affiliate ” means any party that, directly or indirectly, is in control of, is controlled by, or is under common control with, another party, or who owns, directly or indirectly, ten percent (10%) or more of the outstanding equity interest of another party. A party shall be deemed to be in control of another party if the controlling party possesses, directly or indirectly, the power to direct the management and policies of the other party for any reason, whether through the ownership of voting securities, by contract, or otherwise.

1.6

“ Agency Fee ” means the fees that the Borrower shall pay to the Agent in consideration of the Agent Services, as separately agreed upon between the Borrower and the Agent.

1.7

“ Agent Services ” means collectively, the Agent Services A and Agent Services B.

1.8

“ Agent’s Account ” means the checking deposit account (Account No. ****, Account Holder: SPANSION JAPAN LIMITED Agent Account C) held by the Agent at the Head Office of MIZUHO CORPORATE BANK, LTD.

1.9

“ Agent Services A ” means the services set forth in the provisions of this Agreement that the Agent is entrusted by All Lenders A to perform for the benefit of All Lenders A.

1.10

“ Agent Services B ” means the services set forth in the provisions of the Loan Agreement B that the Agent is entrusted by All Lenders B to perform for the benefit of All Lenders B.

1.11

“ Aizu Facility ” means the real estate and the incidental facilities currently held, or to be acquired hereafter, by the Borrower at its Aizu manufacturing facilities and incidental facilities located in Aizu-Wakamatsu-shi, Fukushima, Japan.

1.12

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

1.13

“ Assignable Loan Receivables A ” has the meaning given in Clause 31.2(ii).

1.14

“ Assignee ” means the party that accepts assignment of the Loan Receivables A in accordance with Clause 32.1.

1.15

“ Assigning Lender ” has the meaning given in Clause 31.2.

1.16

“ Assignor ” means the party that assigns the Loan Receivables A in accordance with Clause 32.1.

1.17

“ Base Rate ” means the interest rate for the relevant Loan Term according to the Japanese Yen TIBOR (page 17,097 of the Telerate) published by the Japanese Bankers Association at 11 a.m. or at the nearest possible time after 11 a.m. on the second (2nd) Business Day prior to the Drawdown Date. Provided, however, that in cases where such interest rate is not published for some reason, the Base Rate shall be the interest rate (indicated as an annual rate) that is reasonably decided upon by the Agent as the offered rate applicable for a drawdown in yen for the relevant Loan Term in the Tokyo Interbank Market as of 11 a.m. on the second (2nd) Business Day prior to the commencement date of the Loan Term or the nearest time prior thereto.

1.18

“ Borrower’s Settlement Account ” means the ordinary deposit account (Account No. ****, Account Holder: Spansion Japan Limited) held by the Borrower at the Uchisaiwaicho Corporate Banking Division of MIZUHO CORPORATE BANK, LTD.

1.19

“ Break Funding Cost ” means, in cases where the principal is repaid or set off on a

*

Confidential treatment has been requested pursuant to the Confidential Treatment Request dated May 6, 2005.

1.20

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

1.21

“ Collection Calculation Date ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.22

“ Commitment Amount A ” means the total of the amounts set forth as the commitment amounts in Schedule 1, and the Commitment Amount A with respect to each Lender A means, respectively, the Commitment Amount A in relation to the amount set forth for each Lender A in Schedule 1; provided, however, that the Commitment Amount A with respect to each Lender A is subject to change in accordance with Clause 31 in the case of partial assignment of the status of the parties hereunder pursuant to Clause 31.

1.23

“ Commitment Fee A ” means the fees that the Borrower shall pay to the Lender A pursuant to the provisions of Clause 11.

1.24

“ Commitment Fee A Calculation Period ” means collectively, each of the periods commencing on the commencement date (inclusive) of the Commitment Fee A Calculation Period below and ending on the final date (inclusive) of the Commitment Fee A Calculation Period below.

1.25

“ Commitment Fee A Rate ” means 0.175% per annum.

1.26

“ Commitment Ratio A ” means the percentage of the Commitment Amount A of each Lender A to the Total Commitment Amount A.

1.27

“ Compulsory Execution ” has the meaning given in Clause 26.4.

1.28

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

1.29

“ Counter-Performed Trust Receivables ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.30

“ Counter-Performed Trust Receivables Amount (Goods’ Value Equivalent) ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.31

“ Creditors’ Agreement ” means the Creditors’ Agreement (as amended or renewed) attached hereto as Schedule 4, executed on March 25, 2005 by and among the Lender A, the Lender B, the Agent and the Borrower.

1.32

“ Damages ” has the meaning given in Clause 19.2(a)(i).

1.33

“ Defaulted Obligations ” has the meaning given in Clause 15.1.

1.34

“ Defaulting Lender A ” has the meaning given in Clause 11.2.

1.35

“ Desired Drawdown Amount ” has the meaning given in Clause 6.1.

1.36

“ Desired Drawdown Date A ” has the meaning given in Clause 6.1.

1.37

“ Desired Prepayment Date ” has the meaning given in Clause 14.2.

1.38

“ Discovery Date ” has the meanings given in Clause 7.4 or Clause 14.4, respectively.

1.39

“ Distribution ” has the meaning given in Clause 21.3(v).

1.40

“ Drawdown Application ” has the meaning given in Clause 6.1.

1.41

“ Drawdown Application Period ” means the period commencing on the Execution Date (inclusive) and ending on the Drawdown Application Period Final Date (inclusive).

1.42

“ Drawdown Application Period Final Date ” means March 18, 2006.

1.43

“ Drawdown Date ” means the date of the drawdown of a Loan A.

1.44

“ Drawdown Period ” means the period commencing on the Execution Date (inclusive) and ending on the Drawdown Period Termination Date (inclusive).

1.45

“ Drawdown Period Termination Date ” means March 24, 2006.

1.46

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

1.47

“ Due Time ” means, if any Due Dates are provided for herein, 11 a.m. on such Due Date.

1.48

“ Enhanced Covenant Period ” means any period during which the Borrower fails to maintain a minimum cash balance of 1 billion yen.

1.49

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

1.50

“ Exemption Period ” means the period during which any Exemption Event has occurred and continues.

1.51

“ Exercise of Floating Security ” has the meaning given in Clause 25.3.

1.52

“ Extraordinary Collection Calculation Date ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.53

“ Fixed Trust Property Value ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.54

“ Fixed Trust Receivables ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.55

“ Fixed Trust Receivables Amount (Goods’ Value Equivalent) ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.56

“ Floating Pledge Agreement ” means the Floating Pledge Agreement (as amended or renewed) attached hereto as Schedule 5, executed on March 25, 2005 by and among the Lender A, the Lender B and the Borrower.

1.57

“ FMH ” means Fujitsu Microelectronics Holding, Inc.

1.58

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

1.59

“ Individual Loan A ” means a loan made by a Lender A respectively pursuant to the same Drawdown Application.

1.60

“ Individual Loan A Money ” means the money lent (or to be lent) by a Lender A to the Borrower as an Individual Loan A, and the “ Individual Loan A Amount ” means the amount of the Individual Loan Money A (the amount calculated by multiplying the aggregate amount of Loan A in relation to the relevant Drawdown Application by the Commitment Ratio A of that Lender A).

1.61

“ Intended Distribution Amount A ” has the meaning given in Clause 26.1(i).

1.62

“ Interim Interest Payment Date ” has the meaning given in Clause 10.1.

1.63

“ Inventory ” means all kinds, nature and description of inventory, goods and merchandise, returned goods, raw materials, and other materials and supplies, regardless of location, to be furnished under any agreement of service or held for assignment or lease, that are currently owned or acquired hereafter by the Borrower (limited to those to be consumed in the Borrower’s business or used in connection with the packing, shipping, advertising, selling or processing of such goods, merchandise and such other articles), and all documents of title or other documents representing title thereto.

1.64

“ Investment ” means any acquisition of property in exchange for cash or other assets, whether in the form of an acquisition of stock, liabilities, or other obligations, or the purchase or acquisition of any other property, or a Loan A, capital contribution, subscription or otherwise.

1.65

“ Item Not Fully Covered ” has the meaning given in Clause 18.4.

1.66

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

1.67

“ Lease ” means the lease of assets reflected as a lease on the Borrower’s consolidated balance sheet in accordance with generally accepted accounting standards in Japan.

1.68

“ Lender ” means collectively, the Lender A and the Lender B.

1.69

“ Lender B ” means MIZUHO CORPORATE BANK, LTD., Shinkin Central Bank, The Bank of Yokohama, Ltd. and The Norinchukin Bank (including its successors).

1.70

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

1.71

“ Loan Agreement B ” means the Revolving Line Agreement (B) (as amended or renewed) executed on March 25, 2005 by and between the Lender B and the Borrower, with MIZUHO CORPORATE BANK, LTD. acting as the agent.

1.72

“ Loan Receivables A ” means loan claims in relation to each Individual Loan A.

1.73

“ Loan Term ” means, with respect to each Individual Loan A, the period commencing on the Drawdown Date (inclusive) and ending on the Repayment Date (exclusive) in relation to such Individual Loan A.

1.74

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

1.75

“ Majority Lenders A ” means more than one Lender A whose Commitment Ratio(s) A amount to 51% or more in total as of the Decision-Making Time (provided, however, that, for the period after All Lenders A’s Lending Obligations A are extinguished, and where the repayment of all obligations pursuant to this Agreement in relation to the Loan A have not been completed, the percentage shall be that of the total principal amount of the Outstanding Individual Loan A Money per each Lender A to the Total Outstanding Balance A as of the Decision-Making Time). “ Decision-Making Time ” means, in cases where the Lender A determines that any event requiring instructions by the Majority Lenders A has occurred, the point in time when the Agent receives notice under Clause 29.1(i), and in cases where the Agent determines that the decision of the Majority Lenders A is necessary, the point in time when the Agent gives notice under Clause 29.2.

1.76

“ Non-Drawdown Lender A ” has the meaning given in Clause 8.1.

1.77

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

1.78

“ Pre-assignment Commitment Amount A ” has the meaning given in Clause 31.2(ii).

1.79

“ Pre-assignment Loan Receivables A ” has the meaning given in Clause 31.2(ii).

1.80

“ Prepayment ” has the meaning given in Clause 14.1.

1.81

“ Purchase and Sale Agreement ” means the “PURCHASE AND SALE AGREEMENT” dated February 23, 2004(as amended or renewed) between the Borrower and FUJITSU LIMITED.

1.82

“ Purchase and Sale Related Agreements ” means the Purchase and Sale Agreement and each of the individual agreements pursuant thereto.

1.83

“ Reduced Amount ” has the meaning given in Clause 31.2(ii).

1.84

“ Reduced Drawdown ” has the meaning given in Clause 7.4.

1.85

“ Reduced Drawdown Amount ” has the meaning given in Clause 7.4.

1.86

“ Reduced Drawdown Break Funding Cost ” means, in cases where a Reduced Drawdown is made and the Reinvestment Rate in such case falls below the Applicable Interest Rate A, the amount calculated as the difference between the Desired Drawdown Amount and the Reduced Drawdown Amount, multiplied by the difference between the Reinvestment Rate and the Applicable Interest Rate A, and calculated on a per diem basis in accordance with the actual number of days of the Remaining Period. “ Remaining Period ” in this item means the period commencing on the Drawdown Date (inclusive) and ending on the Repayment Date (exclusive), and the

1.87

“ Reduced Ratio ” has the meaning given in Clause 31.2(ii).

1.88

“ Refinanced Loan A ” means a Loan A that has already been made and the Due Date of which shall be the Desired Drawdown Date A of a Refinancing Loan A.

1.89

“ Refinancing Loan A ” means a Loan A with the Desired Drawdown Date A being the Due Date of a Loan A already made.

1.90

“ Regular Collection Calculation Date ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.91

“ Relevant Agreements ” means this Agreement, the Loan Agreement B, the Accounts Receivables Trust Agreement, the Floating Pledge Agreement, the Creditors’ Agreement and the documents related thereto.

1.92

“ Relevant Lender A ” has the meaning given in Clause 14.1.

1.93

“ Remaining Individual Loan A ” has the meaning given in Clause 26.1(i).

1.94

“ Remaining Lender A ” has the meaning given in Clause 26.1(i).

1.95

“ Repayment Date ” has the meaning given in Clause 6.1(iii).

1.96

“ Reports ” means (i) the audited annual report ( eigyou houkokusyo ) prepared by the Borrower on a stand-alone basis (including the balance sheet, profit and loss statement, statement of cash flow, and other documents incidental thereto; and if any consolidated Subsidiary or Affiliate of the Borrower has been established, including the consolidated annual report ( eigyou houkokusyo )) within ninety (90) days from the end of the fiscal year, (ii) the unaudited annual report ( eigyou houkokusyo ) prepared by the Borrower on a stand-alone basis (including the balance sheet, profit and loss statement, statement of cash flow, and other documents incidental thereto; and if any consolidated Subsidiary or Affiliate of the Borrower has been established, including the consolidated annual report ( eigyou houkokusyo )) within forty-five (45) days from the end of a fiscal quarter, (iii) the audited financial statements prepared by Spansion LLC on a consolidated basis (including the balance sheet, profit and loss statement, statement of cash flow, and other documents incidental thereto) within ninety (90) days from the end of the fiscal year, and (iv) the unaudited financial statements prepared by Spansion LLC on a consolidated basis (including the balance sheet, profit and loss statement, statement of cash flow, and other documents incidental thereto) within forty-five (45) days from the end of a fiscal quarter.

1.97

“ Set-off Initiating Lender A ” has the meaning given in Clause 26.1.

1.98

“ Set-off Receiving Lender A ” has the meaning given in Clause 26.2.

1.99

“ Settlor’s Extraordinary Report ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.100

“ Settlor’s Regular Report ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.101

“ Settlor’s Regular Report Deadline ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.102

“ Spread A ” means 0.550% per annum.

1.103

“ Status of the Establishment of the Collateral ” described in Schedule 2 means the specifics of the assets offered as security under the Security Assignment Agreement ( Joto Tanpo Settei Keiyaku ) executed on June 30, 2003 by and between the Borrower and FUJITSU LIMITED, and the specifics of the assets offered as a first-priority mortgage under the Mortgage Agreement and the Letter Concerning the Establishment of Security Interests ( Tanpo Sashiire Sho ) executed on June 30, 2003 by and between the Borrower and FUJITSU LIMITED.

1.104

“ Subsidiary ” means any corporation, association, partnership, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interest (in the case of parties other than corporations) is owned or controlled directly or indirectly by a party, one or more of its Subsidiaries, or a combination thereof.

1.105

“ Successive Lender ” has the meaning given in Clause 31.2.

1.106

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

1.107

“ Temporary Advancement ” means, with respect to the Borrower’s repayment on a Due Date, a payment made by the Agent to the Lenders A before the completion of the Borrower’s repayment of an amount equivalent to the amount to be distributed to the Lenders A in accordance with Clause 19; or with respect to the Individual Loans A made by the Lenders A on the Drawdown Date, a payment made by the Agent to the Borrower before the Lender A’s making the Individual Loan A of an amount equivalent to the amount of the Individual Loan A to be made to the Borrower.

1.108

“ Temporary Advancement Costs ” means, in cases where the Agent makes a Temporary Advancement, the amount calculated as the amount of Temporary Advancement, multiplied by (i) the Funding Rate, and (ii) the actual number of days of the Temporary Advancement Period. “ Temporary Advancement Period ” means the period commencing on the date (exclusive) that a Temporary Advancement is made and ending on the date (inclusive) that such Temporary Advancement is cleared, and the “ Funding Rate ” means the interest rate that the Agent reasonably determines as the interest rate to fund the amount of Temporary Advancement throughout the

1.109

“ Total Commitment Amount A ” means the total of the Commitment Amounts A of All Lenders A.

1.110

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

1.111

“ Trust Property Maintenance Standards ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.112

“ Trust Receivables ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.113

“ Trustee ” means MIZUHO TRUST & BANKING CO., LTD. (including its successor trustee), as the trustee pursuant to the Accounts Receivables Trust Agreement.

1.114

“ Trustee’s Extraordinary Report ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.115

“ Trustee’s Regular Report ” has the meaning given in Clause 1 of the Accounts Receivables Trust Agreement.

1.116

“ Unused Commitment Amount A ” means the amount calculated as the Commitment Amount A less the total principal amount of the Outstanding Individual Loan A Money, and the Unused Commitment Amount A in relation to each Lender A shall mean the amount calculated as the Commitment Amount A in relation to such Lender A less the total principal amount of the Outstanding Individual Loan A Money in relation to such Lender A.

2.

RIGHTS AND OBLIGATIONS OF LENDERS A

2.1

The Lenders A shall owe the Lending Obligations A.

2.2

Unless otherwise provided for in this Agreement, the obligations of each Lender A under this Agreement shall be independent, and a Lender A shall not be released from its obligations under this Agreement due to any other Lenders A failing to perform their obligations. A Lender A shall not be responsible for any failure of other Lenders A to perform their obligations under this Agreement.

2.3

If a Lender A, in breach of its Lending Obligation A, fails to make an Individual Loan A on the Desired Drawdown Date A, such Lender A shall, upon request by the Borrower, immediately compensate the Borrower for all damages, losses and expenses incurred by the Borrower as a result of such breach; provided, however, that the maximum amount of such compensation to the Borrower for the damages, losses and

2.4

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

3.

USE OF PROCEEDS

4.

CONDITIONS PRECEDENT FOR EFFECTIVENESS OF THIS AGREEMENT

(i)

the certificate of seal registration of the representative of the Borrower who signs and affixes his seal to this Agreement dated on or after December 25, 2004;

(ii)

a certified copy of the certificate of corporate registration (certificate of complete company resume or the certificate of complete present company resume) of the Borrower dated on or after December 25, 2004;

(iii)

a copy of the Articles of Incorporation of the Borrower with certification (dated on or after December 25, 2004) attached thereto certifying that it is a copy of the original; and

(iv)

a written confirmation prepared by the Borrower’s Representative Director certifying that all internal procedures necessary for the execution of this Agreement and the drawdown pursuant to this Agreement have been completed.

5.

CONDITIONS PRECEDENT FOR LENDING OBLIGATIONS A

5.1

The Lender A shall owe the Lending Obligations A upon the condition (irrespective of whether or not notice under Clause 8.1 was given) that all of the conditions set forth in each of the following items are satisfied at the time of making the Individual Loan A. The satisfaction of such conditions shall be determined individually by each Lender A, and no other Lender A or the Agent shall be responsible for a Lender A’s determination or refusal to make a Loan A.

(i)

The application for a drawdown satisfies the requirements set forth under Clause 6.1.

(ii)

The Lending Obligations A of All Lenders A have not been exempted pursuant to Clause 12.1.

(iii)

The Accounts Receivables Trust Agreement, the Floating Pledge Agreement and the Creditors’ Agreement have all been entered into and are validly existing.

(iv)

All the matters described in each item of Clause 20 hereof, Clause 7.1 of the Accounts Receivables Trust Agreement and Clause 4.1 of the Floating Pledge Agreement are true and correct.

(v)

The Borrower has not breached any provision of this Agreement, the Accounts Receivables Trust Agreement or the Floating Pledge Agreement, and there is no threat that such breach may occur on or after the relevant Desired Drawdown Date A.

(vi)

No consultation pursuant to the provisions of Clause 34.2 has been held.

(vii)

The Borrower has obtained approval from FUJITSU LIMITED with respect to the assignment of Trust Receivables pursuant to the Accounts Receivables Trust Agreement, in the form of a document bearing a certified date ( kakutei-hizuke ), as provided for in Clause 10.1 of the Accounts Receivables Trust Agreement. (Further, the original of such written approval has been delivered to the Trustee, and the Trustee has delivered a copy thereof to the Agent, attaching thereto a certification certifying that such copy is a true and accurate copy of the original and that the original is retained by the Trustee.)

(viii)

The Borrower has obtained the Trustee’s approval without objection with respect to the creation of the floating pledge pursuant to the Floating Pledge Agreement, in the form of a document bearing a certified date ( kakutei-hizuke ), as provided for in Clauses 3.2 and 3.3 of the Floating Pledge Agreement. (Further, the original of such written approval has been delivered to the Agent.)

(ix)

An account in the name of the Trustee has been established at the Uchisaiwaicho Corporate Banking Division of MIZUHO CORPORATE BANK, LTD. as the account for receiving transfer of the amount of Trust Receivables collections with respect to the Fixed Trust Receivables.

(x)

The Fixed Trust Property Value on the Trustee’s Regular Report or the Trustee’s Extraordinary Report, whichever is the most recent as of 10 a.m. on the third (3rd) Business Day prior to the Desired Drawdown Date A set forth in the Drawdown Application, is maintained at an amount that is no less than the Total Outstanding Balance A after making such Loan A.

(xi)

The Fixed Trust Property Value on the most recent Trustee’s Regular Report or the Trustee’s Extraordinary Report, whichever is the most recent as of 11 a.m. on the Business Day immediately preceding the Desired Drawdown Date A set forth in the Drawdown Application, is maintained at an amount that is no less than the Total Outstanding Balance A after making such Loan A.

5.2

Even if the condition provided for under Clause 5.1(xi) is not satisfied, if all of the other conditions provided for under each of the other items of Clause 5.1 are satisfied, the Lender A shall, in accordance with the provisions of Clause 7.4, owe the Lending Obligations A with respect to amounts that are no less than 100 million yen and in increments of 100 million yen, to the extent that the Fixed Trust Property Value is maintained at an amount that is no less than the Total Outstanding Balance A.

6.

APPLICATION FOR DRAWDOWN

6.1

The Borrower may apply for a drawdown pursuant to the terms of this Agreement during the Drawdown Application Period. If the Borrower desires to drawdown a Loan A pursuant to this Agreement, the Borrower shall submit to the Agent a document specifying the matters set forth under each of the following items, indicating its intention to apply for a drawdown (the “Drawdown Application”), by 10 a.m. on the third (3rd) Business Day prior to the Desired Drawdown Date A. In this case, the matters set forth under each of the following items shall satisfy the conditions provided for in the respective items.

(i)

The amount of Individual Loan A that the Borrower desires to drawdown (the “Desired Drawdown Amount”):

(ii)

The date that the Borrower desires the drawdown (the “Desired Drawdown Date A”):

(iii)

The repayment time of the principal and interest of the Individual Loan A in relation to such Drawdown Application (the “Repayment Date”):

6.2

The indication of intention to apply for a drawdown pursuant to Clause 6.1 shall be effective with respect to All Lenders A upon the Agent receiving the Drawdown Application. When the Agent receives a Drawdown Application from the Borrower, the Agent shall notify All Lenders A of the Borrower’s application for a drawdown and

7.

MAKING OF LOANS A

7.1

If a Lender A receives an application for a drawdown in accordance with Clause 6 and does not give notice pursuant to Clause 8.1, and all conditions set forth in Clause 5 are satisfied at the time of the drawdown of the Individual Loan A, the Lender A shall remit the Individual Loan A Amount to the Agent’s Account by 11 a.m. on the Desired Drawdown Date A. The Individual Loan A shall be deemed to have been made by that Lender A as of the time that the Agent remits such money to the Borrower’s Settlement Account from the Agent’s Account. Provided, however, that with respect to the drawdown of the Individual Loan A in relation to a Refinancing Loan A, the Lender A shall offset (a) the principal amount of the Outstanding Individual Loan A Money in relation to the Refinanced Loan A as of the Desired Drawdown Date A, and (b) the Individual Loan A Amount in relation to the Refinancing Loan A, and according to the result thereof, shall treat the drawdown of such Individual Loan A as follows.

(i)

If the Individual Loan A Amount in relation to the Refinancing Loan A exceeds the amount equivalent to the principal of the Outstanding Individual Loan A Money in relation to the Refinanced Loan A:

(ii)

If the Individual Loan A Amount in relation to the Refinancing Loan A is less than or equal to the amount equivalent to the principal of the Outstanding Individual Loan A Money in relation to the Refinanced Loan A:

7.2

When the Loan A is made pursuant to Clause 7.1, the Borrower shall immediately send to the Agent a written receipt describing the amount of the Loan A and the specifics of the Individual Loan A. The Agent shall, upon receiving such receipt, promptly provide a copy thereof to the Lender A who made the Individual Loan A. The Agent shall retain the original receipt on behalf of that Lender A until the Outstanding Individual Loan A Money in relation to such Individual Loan A is repaid in full.

7.3

If notice under Clause 8.1 is not given, the Agent may make the Individual Loan A on behalf of a Lender A through Temporary Advancement (provided, however, that the Agent shall be under no obligation to make such Temporary Advancement). After such Temporary Advancement, the relevant Lender A shall remit the full equivalent amount of the Individual Loan A Money to the Agent’s Account by 11 a.m. on the Desired Drawdown Date A, and if such remittance is not completed by that time, the Lender A shall, promptly upon the Agent’s request, pay to the Agent the Temporary Advancement Costs required in making such Temporary Advancement.

7.4

If it is found, on or after 10 a.m. on the third (3rd) Business Day prior to the Desired Drawdown Date A, and before 11 a.m. on the Business Day immediately preceding the same Desired Drawdown Date A, that the Fixed Trust Property Value on the most recent Trustee’s Regular Report or Trustee’s Extraordinary Report made by 11 a.m. on the Business Day immediately preceding that Desired Drawdown Date A cannot be maintained at an amount that is not less than the Total Outstanding Balance A after making such Loan A (the date on which such fact is found shall hereinafter be referred to as the “Discovery Date”), the Individual Loan A shall be made in the maximum amount (the “Reduced Drawdown Amount”) to the extent that such Fixed Trust Property Value can be maintained at an amount that is not less than the Total Outstanding Balance A after making such Loan A, provided that such amount is not less than 100 million yen and in increments of 100 million yen, and the loan amount in relation to the Lending Obligation A of each Lender A in this case shall be the amount calculated as the Reduced Drawdown Amount multiplied by the Commitment Ratio A of each Lender A (making such loan in the amount less than the Desired Drawdown Amount shall hereinafter be referred to as the “Reduced Drawdown”). The Borrower shall be responsible for any damages, losses or expenses incurred by the Lender A or the Agent as a result of the Reduced Drawdown.

7.5

The procedures in relation to a Reduced Drawdown shall be as follows.

(i)

The Agent shall, during the Discovery Date, notify the Borrower and the Lender A (a) that a Reduced Drawdown is required to be made, (b) the loan amount in relation to the Lending Obligation A of each Lender A, and (c) that

(ii)

Each Lender A shall, by 12 p.m. on the second (2nd) Business Day after the Discovery Date, notify the Agent of the amount of the Reduced Drawdown Break Funding Cost in relation to such Lender A together with the calculation basis thereof.

(iii)

The Borrower shall, during the Business Day immediately preceding the Desired Drawdown Date A, submit to the Agent a written confirmation stating its approval of the Reduced Drawdown. If such written confirmation is not submitted during the Business Day immediately preceding the Desired Drawdown Date A, the Lender A may elect not to make the Reduced Drawdown.

(iv)

The Borrower shall pay the Reduced Drawdown Break Funding Cost in accordance with the provisions of Clause 18 on the third (3rd) Business Day after the Discovery Date.

8.

REFUSAL TO MAKE LOANS A

8.1

A Lender A who decides not to make the Individual Loan A for the reason that all or part of the conditions under Clause 5 are not satisfied (the “Non-Drawdown Lender A”) may notify the Agent, the Borrower and all other Lenders A of the decision with the reason affixed thereto by 3 p.m. on one (1) Business Day prior to the Desired Drawdown Date A. Provided, however, that if, notwithstanding the satisfaction of all the conditions under Clause 5, such notice is given and the Individual Loan A is not made, the Non-Drawdown Lender A shall not be released from liabilities arising from a breach of its Lending Obligations A.

8.2

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

9.

REPAYMENT OF PRINCIPAL

10.

INTEREST

10.1

The Borrower shall, (a) with respect to those Individual Loans A for which the Loan Term is one (1) month, two (2) months, three (3) months or six (6) months, pay on the Repayment Date of such Individual Loan A, in accordance with the provisions of Clause 18, the amount of interest on such Individual Loan A calculated by multiplying the principal amount in relation to the Individual Loan A by the Applicable Interest Rate A, calculated on a per diem basis in accordance with the actual number of days of

10.2

The calculation method of interest under Clause 10.1 shall be on a per diem basis, inclusive of the first day and exclusive of the last day, assuming that there are 365 days per year, wherein divisions shall be done at the end of the calculation, and fractions less than one yen shall be rounded down.

11

COMMITMENT FEE A

11.1

The Borrower shall pay on the fifth (5th) Business Day after the final date of each Commitment Fee A Calculation Period, in accordance with the provisions of Clause 18, a Commitment Fee A in the amount (fractions less than one yen shall be rounded down) calculated as the total amount of the Unused Commitment Amount A with respect to each Lender A on each day during each Commitment Fee A Calculation Period (provided that the Unused Commitment Amount A on the Drawdown Date shall be the Unused Commitment Amount A after making the Individual Loan A on that Drawdown Date), multiplied by the Commitment Fee A Rate, and divided by 365.

11.2

The Borrower shall not be required to make payments with respect to the Commitment Fee A in relation to the Default Period to any Lender A who fails to perform its Lending Obligations A (the “Defaulting Lender A”). The Commitment Fee A in relation to the Default Period shall be the amount (fractions less than one yen shall be rounded down) calculated as the total amount of the Unused Commitment Amount A with respect to such Defaulting Lender A on each day during such Default Period, multiplied by the Commitment Fee A Rate, and divided by 365. In this Clause 11.2, the “Default Period” shall mean the period commencing on the day (inclusive) on which an event of default occurs, and ending on the day (inclusive) before the day on which the default is remedied, and the day on which a default is remedied shall be determined as follows:

(i)

if the Defaulting Lender A offers to the Borrower via the Agent to make the Individual Loan A at a later date pursuant to the application for a drawdown in respect of which the Defaulting Lender A has failed to perform its Lending Obligation A, and the Borrower accepts such offer and such Individual Loan A is made, the date the Individual Loan A is made;

(ii)

if the Borrower refuses the offer in the preceding item, the date that the offer is refused; if the Agent does not receive notice from the Borrower of its acceptance or refusal of the offer within two (2) Business Days after the offer is made under the preceding item, the offer shall be deemed to have been refused by the Borrower; and

(iii)

for those cases other than the cases of the preceding two items, the date determined by the Borrower, the Defaulting Lender A and the Agent upon consultation.

11.3

If an Exemption Event occurs, the Borrower shall not be required to make payments to All Lenders A, with respect to the Commitment Fee A in relation to the Exemption Period. The Commitment Fee A in relation to the Exemption Period shall be the amount (fractions less than one yen shall be rounded down) calculated as the total amount of the Unused Commitment Amount A with respect to each Lender A on each day during such Exemption Period, multiplied by the Commitment Fee A Rate, and divided by 365.

11.4

If the Costs Increased Lender A ceases to owe its Lending Obligations A pursuant to the provisions of Clause 13.5, the Borrower shall not be required to pay to such Costs Increased Lender A, with respect to the Commitment Fee A in relation to the period after the termination of this Agreement with respect to that Costs Increased Lender A, the amount (fractions less than one yen shall be rounded down) calculated as the total amount of the Unused Commitment Amount A with respect to such Costs Increased Lender A on each day during the period commencing on the day (inclusive) on which the Costs Increased Lender A ceases to owe its Lending Obligations A and ending on the Drawdown Application Period Final Date (inclusive), multiplied by the Commitment Fee A Rate, and divided by 365.

11.5

If this Agreement is terminated with respect to any Lender A or All Lenders A pursuant to the provisions of Clause 34, the Borrower shall not be required to pay to that Lender A, with respect to the Commitment Fee A in relation to the period after the termination of this Agreement with respect to that Lender A, the amount (fractions less than one yen shall be rounded down) calculated as the total amount of the Unused Commitment Amount A with respect to each Lender A on each day during the period from the day (inclusive) of termination of this Agreement with respect to that Lender A and ending on the Drawdown Period Termination Date (inclusive) (provided that the related provisions of this Agreement shall remain effective with respect to the Lender A after the termination of this Agreement to the extent necessary in calculating the Commitment Fee A that is not required to be paid pursuant to this Clause 11.5; provided further, that with respect to the day repayment is made in relation to an Individual Loan A, the Unused Commitment Amount A after such repayment shall be used as the basis for such calculation), multiplied by the Commitment Fee A Rate, and divided by 365.

11.6

In calculating the Commitment Fee A pursuant to Clause 11.1, divisions shall be done at the end of the calculation, and fractions less than one yen shall be rounded down.

12.

EXEMPTION OF LENDER A

12.1

The Lender A shall not owe the Lending Obligations A during the Exemption Period.

12.2

If the Agent becomes aware that an Exemption Event has occurred, the Agent shall immediately notify the Borrower and All Lenders A of such event in writing.

12.3

After notice under Clause 12.2 is given, when the Majority Lenders A determine that the Exemption Event in relation to such notice has been resolved, the Agent shall immediately notify the Borrower and All Lenders A thereof.

13.

INCREASED COSTS

13.1

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

13.2

If the Borrower elects to bear the Increased Costs in response to the Costs Increased Lender A’s request under Clause 13.1, the Borrower shall pay, in accordance with the provisions of Clause 18, the Costs Increased Lender A the money equivalent to such Increased Costs.

13.3

If the Borrower elects to terminate this Agreement with respect to the Costs Increased Lender A in response to the request under Clause 13.1, the Borrower shall notify the Agent and All Lenders A in writing by ten (10) Business Days prior to the date the Borrower desires this Agreement to be terminated (the “Desired Termination Date”), of (a) the desire to terminate this Agreement with respect to the Costs Increased Lender A, and (b) the Desired Termination Date.

13.4

If there remains an Individual Loan A with a Repayment Date or Interim Interest Payment Date that arrives on or after the day following the Desired Termination Date, the Costs Increased Lender A shall notify the Agent of the Break Funding Cost by two (2) Business Days prior to the Desired Termination Date. After receiving such notice, the Agent shall notify the Borrower of the same by one (1) Business Day prior to the Desired Termination Date.

13.5

In the event that notice under Clause 13.3 is given, the Costs Increased Lender A’s Lending Obligation A shall be extinguished, and thereupon this Agreement shall terminate only with respect to the Costs Increased Lender A. In this case, the Borrower shall pay to the Costs Increased Lender A on the Desired Termination Date, in accordance with the provisions of Clause 18, all obligations it owes to the Costs Increased Lender A pursuant to this Agreement. Until the Borrower completes the performance of all obligations it owes to the Costs Increased Lender A under this Agreement, the relevant provisions of this Agreement regarding the performance of such obligations shall remain in full force and effect with respect to the Costs Increased Lender A. Further, in this case, the Commitment Ratio A of the Lenders A other than the Costs Increased Lender A shall be modified as follows:

(i)

The Total Commitment Amount A will be modified to an amount calculated as the Total Commitment Amount A before modification less the Commitment Amount A of such Costs Increased Lender A.

(ii)

The Commitment Ratio A of the Lenders A other than the Costs Increased Lender A shall be modified to the ratio of the loan amount of each Lender A to the Total Commitment Amount A after the modification under the immediately preceding Item (i).

14.

PREPAYMENT

14.1

The Borrower may not prepay all or any part of the principal of the Loan A before its Due Date (a “Prepayment”). Provided, however, that this shall not apply if the Prepayment is made pursuant to Clause 13 or Clause 34, or if the Borrower, in accordance with the procedures set forth below, obtains the prior written approval of all of the Lenders A who made the Individual Loan A in respect of which the Borrower gives notice of its desire to make a Prepayment (the “Relevant Prepayment Lenders A”), and the Agent.

14.2

If the Borrower desires to make a Prepayment, the Borrower shall give a written notice to the Agent no later than ten (10) Business Days prior to the date the Borrower desires to make the Prepayment (the “Desired Prepayment Date”), stating (a) the Drawdown Da