TERM LOAN AGREEMENT
This Term Loan Agreement (this "Agreement") is made and entered into as of this 12th day of June, 1996 by and
between THE SUMITOMO TRUST & BANKING CO., LTD., LOS ANGELES AGENCY (the "Bank") and
INTERNATIONAL RECTIFIER CORPORATION (the "Borrower"), on the terms and conditions that follow:
1.01 CERTAIN DEFINED TERMS. Unless elsewhere defined in this Agreement, the following terms shall have
the following meanings (such meanings to be generally applicable to the singular and plural forms of the terms
(a) "Applicable Laws": shall mean all applicable laws, statutes, ordinances, rulings, regulations, codes, decrees,
orders, judgments, conditions, restrictions, requirements, guidelines or interpretations (whether or not having the
force of law) of any Governmental Authority.
(b) "Business Day": shall mean a day other than a Saturday or Sunday on which commercial banks are open for
business in California, USA, and, if the applicable Business Day relates to a LIBOR Rate, a day on which
dealings are carried on in the London Interbank Market.
(c) "Consolidated Operating Loss": shall mean a loss from operations before other income and expenses, income
taxes and extraordinary items as set forth on the Borrower's consolidated statement of income.
(d) "Debt": shall mean all liabilities of the Borrower as set forth on its balance sheet less Subordinated Debt.
(e) "Domestic": shall mean the consolidated North American operations of the Borrower.
(f) "Effective Tangible Net Worth": shall mean the Borrower's stated net worth plus Subordinated Debt but less
all intangible assets of the Borrower (i.e, goodwill, trademarks, patents, copyrights, organization expense, loans
and advances to employees, and similar intangible items), and excluding any cumulative translation adjustments to
equity for the value of foreign assets based upon changes in foreign exchange rates and excluding redemption of
(g) "ERISA": shall