CADENCE DESIGN SYSTEMS INC
EXHIBIT 10.46
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>5
<FILENAME>f85715exv10w46.txt
<DESCRIPTION>EXHIBIT 10.46
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.46
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                          CADENCE DESIGN SYSTEMS, INC.

                        ---------------------------------



                                  $187,500,000


                            364-DAY CREDIT AGREEMENT


                         Dated as of September 27, 2002


                        ---------------------------------


                          FLEET NATIONAL BANK, AS AGENT

      with FLEET SECURITIES, INC. having acted as Sole Lead Arranger, with



                         KEY CORPORATE CAPITAL, INC. AND
                  JPMORGAN CHASE BANK AS CO-SYNDICATION AGENTS
                                       AND
                          THE BANK OF NOVA SCOTIA, AND
                     BNP/PARIBAS AS CO-DOCUMENTATION AGENTS





================================================================================

<PAGE>

                                TABLE OF CONTENTS


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ARTICLE I DEFINITIONS........................................................................1

SECTION 1.01        Certain Defined Terms....................................................1
SECTION 1.02        Accounting Principles...................................................16
                    (a)    Accounting Terms.................................................16
                    (b)    GAAP Changes.....................................................16
                    (c)    "Fiscal Year" and "Fiscal Quarter"...............................16
SECTION 1.03        Interpretation..........................................................16

ARTICLE II THE LOANS........................................................................17

SECTION 2.01        Amounts and Terms of Commitments........................................17
                    (a)    The Revolving Credit.............................................17
                    (b)    The Term Loans...................................................18
SECTION 2.02        Borrowing Procedure.....................................................18
                    (a)    Notice to the Agent..............................................18
                    (b)    Notice to the Banks..............................................18
SECTION 2.03        Non-Receipt of Funds....................................................19
SECTION 2.04        Lending Offices.........................................................19
SECTION 2.05        Evidence of Indebtedness................................................19
SECTION 2.06        Minimum Amounts.........................................................19
SECTION 2.07        Required Notice.........................................................20

ARTICLE III INTEREST AND FEES; CONVERSION OR CONTINUATION...................................20

SECTION 3.01        Interest................................................................20
                    (a)    Interest Rate....................................................20
                    (b)    Interest Periods.................................................20
                    (c)    Interest Payment Dates...........................................21
                    (d)    Notice to the Borrower and the Banks.............................21
SECTION 3.02        Default Rate of Interest................................................21
SECTION 3.03        Fees....................................................................22
                    (a)    Revolving Commitment Fees........................................22
                    (b)    Utilization Fees.................................................22
                    (c)    Agency Fee.......................................................22
                    (d)    Fees Nonrefundable...............................................23
SECTION 3.04        Computations............................................................23
SECTION 3.05        Conversion or Continuation..............................................23
                    (a)    Election.........................................................23
                    (b)    Automatic Conversion.............................................23
                    (c)    Notice to the Agent..............................................23
                    (d)    Notice to the Banks..............................................24
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                                       i.
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SECTION 3.06        Replacement of Reference Banks..........................................24
SECTION 3.07        Highest Lawful Rate.....................................................24

ARTICLE IV REDUCTION OF REVOLVING COMMITMENTS; REPAYMENT; PREPAYMENT........................24

SECTION 4.01        Reduction or Termination of the Revolving Commitments...................24
                    (a)    Optional Reduction or Termination................................24
                    (b)    Mandatory Termination............................................24
                    (c)    Extension of Revolving Termination Date..........................24
                    (d)    Notice...........................................................25
                    (e)    Adjustment of Revolving Commitment Fee and Utilization
                           Fee; No Reinstatement............................................25
SECTION 4.02        Repayment of Loans......................................................25
                    (a)    Revolving Loans..................................................25
                    (b)    Term Loans.......................................................26
SECTION 4.03        Prepayments.............................................................26
                    (a)    Optional Prepayments.............................................26
                    (b)    Notice; Application..............................................26

ARTICLE V YIELD PROTECTION AND ILLEGALITY...................................................26

SECTION 5.01        Inability to Determine Rates............................................26
SECTION 5.02        Funding Losses..........................................................26
SECTION 5.03        Regulatory Changes......................................................27
                    (a)    Increased Costs..................................................27
                    (b)    Capital Requirements.............................................27
                    (c)    Requests.........................................................27
SECTION 5.04        Illegality..............................................................28
SECTION 5.05        Funding Assumptions.....................................................28
SECTION 5.06        Obligation to Mitigate..................................................28
SECTION 5.07        Substitution of Banks...................................................28

ARTICLE VI PAYMENTS 29

SECTION 6.01        Pro Rata Treatment......................................................29
SECTION 6.02        Payments................................................................29
                    (a)    Payments.........................................................29
                    (b)    Application......................................................29
                    (c)    Extension........................................................29
SECTION 6.03        Taxes...................................................................29
                    (a)    No Reduction of Payments.........................................29
                    (b)    Deduction or Withholding; Tax Receipts...........................30
                    (c)    Indemnity........................................................30
                    (d)    Forms W-8BEN and W-8ECI..........................................30
                    (e)    Mitigation.......................................................30
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                                      ii.
<PAGE>

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SECTION 6.04        Non-Receipt of Funds....................................................31
SECTION 6.05        Sharing of Payments.....................................................31

ARTICLE VII CONDITIONS PRECEDENT............................................................31

SECTION 7.01        Conditions Precedent to the Initial Loans...............................31
                    (a)    Fees and Expenses................................................31
                    (b)    Loan Documents...................................................31
                    (c)    Certificate of Responsible Officer...............................32
                    (d)    Corporate Documents..............................................32
                    (e)    Legal Opinion....................................................32
                    (f)    Compliance Certificate...........................................32
                    (g)    Material Adverse Effect..........................................32
                    (h)    Existing Credit Agreement........................................32
                    (i)    Projections......................................................33
SECTION 7.02        Conditions Precedent to All Loans.......................................33
                    (a)    Notice...........................................................33
                    (b)    Representations and Warranties; No Default.......................33
                    (c)    Additional Documents.............................................33
SECTION 7.03        Conditions Precedent to Making The Term Loan............................33
                    (a)    Documents........................................................33
                    (b)    Certificate of Responsible Officer...............................34
                    (c)    Corporate Documents..............................................34
                    (d)    Legal Opinion....................................................34


ARTICLE VIII REPRESENTATIONS AND WARRANTIES.................................................34

SECTION 8.01        Representations and Warranties..........................................34
                    (a)    Organization and Powers..........................................34
                    (b)    Authorization; No Conflict.......................................35
                    (c)    Binding Obligation...............................................35
                    (d)    Consents.........................................................35
                    (e)    No Defaults......................................................35
                    (f)    Title to Properties; Liens.......................................35
                    (g)    Litigation.......................................................35
                    (h)    Compliance with Environmental Laws...............................35
                    (i)    Governmental Regulation..........................................36
                    (j)    ERISA............................................................36
                    (k)    Subsidiaries.....................................................36
                    (l)    Margin Regulations...............................................37
                    (m)    Taxes............................................................37
                    (n)    Patents and Other Rights.........................................37
                    (o)    Insurance........................................................37
                    (p)    Financial Statements.............................................37
                    (q)    Liabilities......................................................37
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                                      iii.

<PAGE>

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                    (r)    Labor Disputes, Etc..............................................38
                    (s)    Solvency.........................................................38
                    (t)    Disclosure.......................................................38
                    (u)    Distribution Agreement...........................................38

ARTICLE IX COVENANTS........................................................................38

SECTION 9.01        Reporting Covenants.....................................................38
                    (a)    Financial Statements and Other Reports...........................38
                    (b)    Additional Information...........................................39
SECTION 9.02        Financial Covenants.....................................................40
                    (a)    Minimum Consolidated EBITDA......................................40
                    (b)    Minimum Total Assets.............................................40
                    (c)    Minimum Fixed Charge Coverage Ratio..............................40
                    (d)    Minimum Current Ratio............................................41
                    (e)    Maximum Funded Debt to EBITDA Ratio..............................41
SECTION 9.03        Additional Affirmative Covenants........................................41
                    (a)    Preservation of Existence, Etc...................................41
                    (b)    Payment of Obligations...........................................41
                    (c)    Maintenance of Insurance.........................................41
                    (d)    Keeping of Records and Books of Account..........................42
                    (e)    Inspection Rights................................................42
                    (f)    Compliance with Laws, Etc........................................42
                    (g)    Maintenance of Properties, Etc...................................42
                    (h)    Licenses.........................................................42
                    (i)    Action Under Environmental Laws..................................43
                    (j)    Use of Proceeds..................................................43
                    (k)    Further Assurances and Additional Acts...........................43
                    (l)    Recharacterization of Subordinated Debt..........................43
SECTION 9.04        Negative Covenants......................................................43
                    (a)    Liens; Negative Pledges..........................................43
                    (b)    Change in Nature of Business.....................................43
                    (c)    Restrictions on Fundamental Changes..............................44
                    (d)    Sales of Assets..................................................44
                    (e)    Loans and Investments............................................45
                    (f)    Transactions with Related Parties................................47
                    (g)    Hazardous Substances.............................................47
                    (h)    Accounting Changes...............................................47
                    (i)    Restrictions on Upstream Limitations.............................47
                    (j)    Restricted Payments..............................................47

ARTICLE X EVENTS OF DEFAULT.................................................................48

SECTION 10.01       Events of Default.......................................................48
                    (a)    Payments.........................................................48
                    (b)    Representations and Warranties...................................48
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                                      iv.
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                    (c)    Failure by Borrower to Perform Certain Covenants.................48
                    (d)    Failure by Borrower to Perform Other Covenants...................48
                    (e)    Insolvency; Voluntary Proceedings................................48
                    (f)    Involuntary Proceedings..........................................48
                    (g)    Default Under Other Indebtedness.................................49
                    (h)    Judgments........................................................49
                    (i)    ERISA............................................................49
                    (j)    Dissolution, Etc.................................................50
                    (k)    Subordination Provisions.........................................50
                    (l)    Mergers and Acquisitions.........................................50
SECTION 10.02       Effect of Event of Default..............................................50

ARTICLE XI THE AGENT........................................................................51

SECTION 11.01       Authorization and Action................................................51
SECTION 11.02       Limitation on Liability of Agent; Notices; Closing......................51
                    (a)    Limitation on Liability of Agent.................................51
                    (b)    Notices..........................................................52
                    (c)    Closing..........................................................52
SECTION 11.03       Agent and Affiliates....................................................52
SECTION 11.04       Notice of Defaults......................................................52
SECTION 11.05       Non-Reliance on Agent...................................................53
SECTION 11.06       Indemnification.........................................................53
SECTION 11.07       Delegation of Duties....................................................53
SECTION 11.08       Successor Agent.........................................................53
SECTION 11.09       Co-Agents...............................................................54

ARTICLE XII MISCELLANEOUS...................................................................54

SECTION 12.01       Amendments and Waivers..................................................54
SECTION 12.02       Notices.................................................................55
                    (a)    Notices..........................................................55
                    (b)    Facsimile and Telephonic Notice..................................55
SECTION 12.03       No Waiver; Cumulative Remedies..........................................56
SECTION 12.04       Costs and Expenses; Indemnification.....................................56
                    (a)    Costs and Expenses...............................................56
                    (b)    Indemnification..................................................56
                    (c)    Other Charges....................................................57
SECTION 12.05       Right of Set-Off........................................................57
SECTION 12.06       Survival................................................................57
SECTION 12.07       Obligations Several.....................................................58
SECTION 12.08       Benefits of Agreement...................................................58
SECTION 12.09       Binding Effect; Assignment..............................................58
                    (a)    Binding Effect...................................................58
                    (b)    Assignment.......................................................58
                    (c)    Accession........................................................60
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                                       v.
<PAGE>

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SECTION 12.10       Governing Law...........................................................62
SECTION 12.11       Submission to Jurisdiction..............................................62
                    (a)    Submission to Jurisdiction.......................................62
                    (b)    No Limitation....................................................62
SECTION 12.12       Waiver of Jury Trial....................................................62
SECTION 12.13       Limitation on Liability.................................................63
SECTION 12.14       Confidentiality.........................................................63
SECTION 12.15       Entire Agreement........................................................63
SECTION 12.16       Severability............................................................63
SECTION 12.17       Counterparts............................................................64

SCHEDULES           ANNEXES

Attachment A        Permitted Receivables Purchase Facility
Annex 1             Pricing Grid

Schedule 1          Revolving Commitments and Pro Rata Shares
Schedule 2          Borrower's Account; Lending Offices; Addresses for Notices
Schedule 8.01(a)    Organization and Powers
Schedule 8.01(g)    Litigation
Schedule 8.01(h)    Environmental Matters
Schedule 8.01(k)    Subsidiaries
Schedule 9.04(a)    Existing Liens
Schedule 9.04(e)    Existing Investments

EXHIBITS

Exhibit A           Form of Revolving Note
Exhibit B           Form of Term Note
Exhibit C           Form of Notice of Borrowing
Exhibit D           Form of Compliance Certificate
Exhibit E           Form of Opinion of Counsel to the Borrower
Exhibit F           Form of Assignment and Acceptance
Exhibit G           Form of Opinion of Counsel to the Guarantor
Exhibit H           Form of Instrument of Accession
Exhibit I           Form of Guaranty



</TABLE>



                                      vi.
<PAGE>

                            364-DAY CREDIT AGREEMENT


               This 364-DAY CREDIT AGREEMENT (this "Agreement"), dated as of
September 27, 2002, is made among Cadence Design Systems, Inc., a Delaware
corporation (the "Borrower"), the financial institutions listed on the signature
pages of this Agreement under the heading "BANKS" (each a "Bank" and,
collectively, the "Banks"), Key Corporate Capital, Inc. and JPMorgan Chase Bank
as co-syndication agents hereunder, The Bank of Nova Scotia and BNP/Paribas, as
co- documentation agents hereunder, and Fleet National Bank, as administrative
agent for the Banks hereunder (in such capacity, the "Agent").

               The Borrower has requested the Banks to make revolving loans to
the Borrower in an aggregate principal amount of up to $187,500,000 at any time
outstanding. The Banks are severally willing to make such loans to the Borrower
upon the terms and subject to the conditions set forth in this Agreement.

               NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

        SECTION 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:

               "Acceding Bank" has the meaning set forth in Section 12.09(c)(i).

               "Affected Bank" has the meaning set forth in Section 5.07.

               "Affiliate" means any Person which, directly or indirectly,
controls, is controlled by or is under common control with another Person. For
purposes of the foregoing, "control," "controlled by" and "under common control
with" with respect to any Person shall mean the possession, directly or
indirectly, of the power (i) to vote 10% or more of the securities having
ordinary voting power of the election of directors of such Person, or (ii) to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or otherwise.

               "Agent" has the meaning set forth in the recitals to this
Agreement.

               "Agent's Account" means the account of the Agent set forth on
Schedule 2 or such other account as the Agent from time to time shall designate
in a written notice to the Borrower and the Banks.

               "Agreement" has the meaning set forth in the recitals hereto.

               "Alchemy" means Alchemy Semiconductor, Inc.



                                       1.

<PAGE>

               "Applicable Fee Amount" means (i) with respect to the commitment
fee payable hereunder, the amount set forth opposite the indicated Level below
the heading "Commitment Fee" in the pricing grid set forth on Annex I in
accordance with the parameters for calculations of such amount also set forth on
Annex I; and (ii) with respect to the utilization fee payable hereunder, the
amount set forth opposite the indicated Level below the heading "Utilization
Fee" in the pricing grid set forth on Annex I in accordance with the parameters
for calculations of such amount also set forth on Annex I.

               "Applicable Margin" means (i) with respect to Base Rate Loans
which are Revolving Loans, 0% per annum; (ii) with respect to Eurodollar Rate
Loans which are Revolving Loans, the amount set forth opposite the indicated
Level below the heading "Eurodollar Rate Spread" in the pricing grid set forth
on Annex I in accordance with the parameters for calculations of such amounts
also set forth on Annex I; (iii) with respect to Base Rate Loans which
constitute all or any portion of the Term Loan, 0.25% per annum; and (iv) with
respect to Eurodollar Rate Loans which constitute all or any portion of the Term
Loan, the sum of (x) 0.25%, (y) the amount set forth opposite Level 1 below the
heading "Eurodollar Rate Spread" in the pricing grid set forth on Annex I in
accordance with the parameters for calculations of such amounts also set forth
on Annex I, and (z) the amount set forth opposite the Level 1 below the heading
"Utilization Fee" in the pricing grid set forth on Annex I in accordance with
the parameters for calculations of such amounts also set forth on Annex I.

               "Approved Fund" means (a) a CLO and (b) with respect to any Bank
that is a fund which invests in bank loans and similar extensions of credit, any
other fund that invests in bank loans and similar extensions of credit and is
managed by the same investment advisor as such Bank or by an Affiliate of such
investment advisor, provided, in each case that such CLO or fund, as applicable,
has the requisite power, authority and financial ability to fulfill its
obligations hereunder in connection with the Revolving Commitment and Term Loan
Commitment and, as to any fund set forth in clause (b) hereof, such fund is the
only Person receiving confidential information delivered hereunder and such
information is not subsequently delivered to investors in such fund.

               "Assignment and Acceptance" has the meaning set forth in Section
11.02(a).

               "Bank" and "Banks" each has the meaning set forth in the recitals
to this Agreement.

               "Bankruptcy Code" means Title 11 of the United States Code
entitled "Bankruptcy."

               "Base Rate" means for any day the higher of: (i) the Federal
Funds Rate, plus 1/2 of 1% per annum, and (ii) the variable rate of interest so
designated from time to time by Fleet as its "prime rate", such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer. Each change in the interest rate on the Loans or other
Obligations bearing interest at the Base Rate based on a change in the Base Rate
shall be effective as of the effective date of such change in the Base Rate,
without notice or demand of any kind.



                                       2.
<PAGE>

               "Base Rate Loan" means a Loan bearing interest at a rate
determined by reference to the Base Rate.

               "Borrower" has the meaning set forth in the recitals to this
Agreement.

               "Borrower's Account" means the account of the Borrower set forth
on Schedule 2, or such other account as the Borrower from time to time shall
designate in a written notice to the Agent.

               "Borrowing" means a borrowing consisting of simultaneous Loans
made at any one time by the Borrower from the Banks pursuant to Article II.

               "Business Day" means a day (i) other than Saturday or Sunday,
(ii) on which commercial banks are open for business in Boston, Massachusetts
and New York, New York, and (iii) if the applicable Business Day relates to any
Eurodollar Rate Loan, that is a Eurodollar Business Day.

               "Buying Lender" has the meaning set forth in Section
12.09(c)(ii).

               "Capital Lease" means, for any Person, any lease of property
(whether real, personal or mixed) which, in accordance with GAAP, would, at the
time a determination is made, be required to be recorded as a capital lease in
respect of which such Person is liable as lessee.

               "Closing Date" means the date on which all conditions precedent
set forth in Section 7.01 are satisfied or waived by all Banks (or, in the case
of Section 7.01(a), waived by the Person entitled to receive such payment).

               "CLO" means any entity (whether a corporation, partnership, trust
or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Bank or an Affiliate of such
Bank.

               "Commitment Increase Notice" has the meaning set forth in Section
12.09(c)(i).

               "Compliance Certificate" means a certificate of a Responsible
Officer of the Borrower, in substantially the form of Exhibit D, with such
changes thereto as the Agent or any Bank may from time to time reasonably
request.

               "Consolidated Cash Flow" means, as of any date of determination
for the 12-month period ended on such date, Consolidated Net Income for such
period plus depreciation expense, amortization expense and other non-cash
expenses (including write-offs of acquired in-process research and development
costs) which were deducted in determining Consolidated Net Income, of the
Borrower and its Subsidiaries on a consolidated basis, as determined in
accordance with GAAP.

               "Consolidated EBITDA" means, as of any date of determination for
the 12-month period ended on such date, Consolidated Net Income plus
Consolidated Interest Expense plus



                                       3.
<PAGE>

income tax expense plus depreciation expense, amortization expense and all other
non-cash expenses (including write-offs of acquired in-process research and
development costs) which were deducted in determining Consolidated Net Income,
to the extent not included or reflected in Consolidated Net Income, in each
case, of the Borrower and its Subsidiaries on a consolidated basis, as
determined in accordance with GAAP; provided, however, when calculating
Consolidated EBITDA hereunder, Consolidated EBITDA shall not include any
extraordinary items of income and/or gains in an aggregate amount in excess of
$10,000,000 which the Borrower recognizes in connection with any litigation
award, settlement, claim, judgement or otherwise in connection therewith.

               "Consolidated Interest Expense" means, for any period, interest
expense (including that attributable to Capital Leases) of the Borrower and its
Subsidiaries on a consolidated basis, including all commissions, discounts and
other fees and charges owed with respect to standby letters of credit, as
determined in accordance with GAAP.

               "Consolidated Net Income" means, for any period, the net income
of the Borrower and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period, as determined in accordance with GAAP.

               "Consolidated Tangible Net Worth" means, as of any date of
determination, Consolidated Total Assets minus Consolidated Total Liabilities;
provided, however, that there shall be excluded from Consolidated Total Assets
the following: (i) all assets which would be classified as intangible assets in
accordance with GAAP, including goodwill, organizational expense, research and
development expense, patent applications, patents, trademarks, trade names,
brands, copyrights, trade secrets, customer lists, licenses, franchises and
covenants not to compete; and (ii) all treasury stock.

               "Consolidated Total Assets" means, as of any date of
determination, the total assets of the Borrower and its Subsidiaries on a
consolidated basis, as determined in accordance with GAAP.

               "Consolidated Total Liabilities" means, as of any date of
determination, the total liabilities of the Borrower and its Subsidiaries on a
consolidated basis, as determined in accordance with GAAP.

               "Default" means an Event of Default or an event or condition
which with notice or lapse of time or both would constitute an Event of Default.

               "Distribution" means the declaration or payment of any dividend
on or in respect of any shares of any class of capital stock of the Borrower,
other than dividends payable solely in shares of common stock of the Borrower;
the purchase, redemption, defeasance or other acquisition of any shares of any
class of capital stock of the Borrower, directly or indirectly through a
Subsidiary of the Borrower or otherwise (including the setting apart of assets
for a sinking or other analogous fund to be used for such purpose); the return
of capital by the Borrower to its shareholders as such; or any other
distribution on or in respect of any shares of any class of capital stock of the
Borrower.

               "Dollars" and the sign "$" each means lawful money of the United
States.



                                       4.
<PAGE>

               "Domestic Subsidiary" means any Subsidiary which is incorporated
or organized under the laws of the United States of America, any state thereof
or in the District of Columbia.

               "Effective Commitment Amount" has the meaning set forth in
Section 12.09(c)(i).

               "Eligible Assignee" means (i) a commercial bank organized under
the laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $5,000,000,000, (ii) a commercial bank organized
under the laws of any other country which is a member of the OECD, or a
political subdivision of any such country, and having a combined capital and
surplus of at least $5,000,000,000, provided that such bank is acting through a
branch or agency located in the United States and licensed by the United States
or any state thereof; (iii) an Approved Fund and (iv) a Person that is primarily
engaged in the business of commercial banking and that is (a) a Subsidiary of a
Bank, (b) a Subsidiary of a Person of which a Bank is a Subsidiary, or (c) a
Person of which a Bank is a Subsidiary.

               "Environmental Laws" means all federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes, together
with all administrative orders, directives, requests, licenses, authorizations
and permits of, and agreements with (including consent decrees), any
Governmental Authorities, in each case relating to or imposing liability or
standards of conduct concerning public health, safety and environmental
protection matters, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, the Clean Air Act, the Federal Water
Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal
Resource Conservation and Recovery Act, the Toxic Substances Control Act, the
Emergency Planning and Community Right-to-Know Act, the California Hazardous
Waste Control Law, the California Solid Waste Management, Resource Recovery and
Recycling Act, the California Water Code and the California Health and Safety
Code.

               "ERISA" means the Employee Retirement Income Security Act of
1974, including (unless the context otherwise requires) any rules or regulations
promulgated thereunder.

               "ERISA Affiliate" means any trade or business (whether or not
incorporated) which is under common control with the Borrower within the meaning
of Section 4001(a)(14) of ERISA and Sections 414(b), (c) and (m) of the Internal
Revenue Code.

               "Eurodollar Business Day" means a Business Day on which dealings
in Dollar deposits are carried on in the London interbank market.

               "Eurodollar Rate" means for each Interest Period for each
Eurodollar Rate Loan the rate per annum (rounded upward, if necessary, to the
nearest 1/100 of 1%) determined by the Agent pursuant to the following formula:

               Eurodollar Rate =              Interbank Rate
                                  ----------------------------------------
                                   100% - Eurodollar Reserve Percentage

The Eurodollar Rate shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.



                                       5.
<PAGE>

               "Eurodollar Rate Loan" means a Loan bearing interest at a rate
determined by reference to the Eurodollar Rate.

               "Eurodollar Reference Bank" means Fleet, subject to the
provisions of Section 3.06.

               "Eurodollar Reserve Percentage" means the maximum reserve
requirement percentage (including any ordinary, supplemental, marginal and
emergency reserves), if any, as determined by the Agent, then applicable under
Regulation D in respect of Eurocurrency funding (currently referred to as
"Eurocurrency Liabilities") of a member bank in the Federal Reserve System with
deposits exceeding $1,000,000,000.

               "Event of Default" has the meaning set forth in Section 10.01.

               "Existing Credit Agreement" means that certain $260,000,000
Amended and Restated 364-Day Credit Agreement, dated as of September 28, 2001,
by and among the Borrower, the lenders party thereto and ABN AMRO Bank N.V., as
administrative agent, as amended.

               "FDIC" means the Federal Deposit Insurance Corporation, or any
successor thereto.

               "Fee Letter" means the fee letter dated on or prior to the
Closing Date by and between the Borrower and the Agent.

               "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100 of 1%), as determined by the
Agent, equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for any day of determination (or if such day of
determination is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

               "Fixed Charge Coverage Ratio" has the meaning specified in
Section 9.02(c).

               "Fleet" means Fleet National Bank, in its individual capacity.

               "Funded Debt" of any Person means, without duplication, (a) all
interest-bearing Indebtedness of such Person (whether on- or off-balance sheet),
(b) all obligations of such Person in respect of any issued and outstanding
letter of credit, and (c) all obligations of such Person with respect to leases
which are or should be capitalized on the balance sheet of such Person in
accordance with GAAP. Notwithstanding the foregoing, for purposes of Section
9.02(c) and Section 9.02(e), Funded Debt shall not include (i) any Indebtedness
which is subordinated to the Obligations on terms and conditions satisfactory to
the Agent and the Majority Banks in their reasonable discretion and for which no
principal payment is due before the 366th day after the later to occur of the
Revolving Termination Date and the Term Loan Maturity Date, provided that no
repayment, prepayment, repurchase, redemption shall have



                                       6.
<PAGE>

occurred with respect to such Indebtedness (the "Subordinated Debt"), or (ii)
any obligations of such Person under any Permitted Receivables Purchase
Facility.

               "FRB" means the Board of Governors of the Federal Reserve System,
and any Governmental Authority succeeding to any of its principal functions.

               "GAAP" means generally accepted accounting principles in the U.S.
as in effect from time to time.

               "Governmental Authority" means any federal, state, local or other
governmental department, commission, board, bureau, agency, central bank, court,
tribunal or other instrumentality or authority, domestic or foreign, exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

               "Guarantors" means, collectively, all the Material Domestic
Subsidiaries which are required to become guarantors hereunder in accordance
with the provisions of Section 7.03 hereof.

               "Guaranty" means that certain Guaranty dated on or prior to the
date on which the Term Loan is made pursuant to Section 7.03 hereof from each of
the Guarantors to the Agent and each of the Banks, and in substantially the form
of Exhibit I hereto.

               "Guaranty Obligation" means, as applied to any Person, any direct
or indirect liability, contingent or otherwise, of that Person with respect to
any Indebtedness, lease, dividend, letter of credit or other obligation (the
"primary obligations") of another Person (the "primary obligor"), including any
obligation of that Person (i) to purchase, repurchase or otherwise acquire such
primary obligations or any property constituting direct or indirect security
therefor, or (ii) to advance or provide funds (a) for the payment or discharge
of any such primary obligation, or (b) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial condition of
the primary obligor, or (iii) to purchase property, securities or services
primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary
obligation, (iv) in connection with any synthetic lease or other similar off
balance sheet lease transaction, or (v) otherwise to assure or hold harmless the
holder of any such primary obligation against loss in respect thereof.

               "Hazardous Substances" means any toxic or hazardous substances,
materials, wastes, contaminants or pollutants, including asbestos, PCBs,
petroleum products and byproducts, and any substances defined or listed as
"hazardous substances," "hazardous materials," "hazardous wastes" or "toxic
substances" (or similarly identified), regulated under or forming the basis for
liability under any applicable Environmental Law.

               "IRS" means the Internal Revenue Service, or any successor
thereto.

               "Indebtedness" means, for any Person: (i) all indebtedness or
other obligations of such Person for borrowed money or for the deferred purchase
price of property or services; (ii) all obligations evidenced by notes, bonds,
debentures or similar instruments, including obligations so evidenced incurred
in connection with the acquisition of property, assets or



                                       7.
<PAGE>

businesses; (iii) all indebtedness created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property); (iv) all obligations under Capital Leases; (v) all reimbursement or
other obligations of such Person under or in respect of letters of credit and
bankers acceptances, and all net obligations in respect of Rate Contracts; (vi)
all reimbursement or other obligations of such Person in respect of any bank
guaranties, shipside bonds, surety bonds and similar instruments issued for the
account of such Person or as to which such Person is otherwise liable for
reimbursement of drawings or payments; (vii) all Guaranty Obligations; (viii)
all indebtedness in respect of any synthetic lease or other similar off balance
sheet lease transaction; and (ix) all indebtedness of another Person secured by
any Lien upon or in property owned by the Person for whom Indebtedness is being
determined, whether or not such Person has assumed or become liable for the
payment of such indebtedness of such other Person. For all purposes of this
Agreement, the Indebtedness of any Person shall include all recourse
Indebtedness of any partnership or joint venture or limited liability company in
which such Person is a general partner or a joint venturer or a member.

               "Indemnified Liabilities" has the meaning set forth in Section
12.04(b).

               "Indemnified Person" has the meaning set forth in Section
12.04(b).

               "Insolvency Proceeding" means (i) any case, action or proceeding
before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (ii) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion of
its creditors, in each case undertaken under U.S. Federal, state or foreign law,
including the Bankruptcy Code.

               "Instrument of Accession" has the meaning set forth in Section
12.09(c)(i).

               "Interbank Rate" means the rate per annum determined by the
Agent, on the basis of quotations furnished to it by the Eurodollar Reference
Bank, to be the average (rounded upward, if necessary, to the nearest 1/16 of
1%) of the rates at which deposits in Dollars are offered to the Eurodollar
Reference Bank by prime banks in the London interbank market at approximately
11:00 A.M. (London time), two Eurodollar Business Days before the first day of
such Interest Period, in an amount substantially equal to the proposed
Eurodollar Rate Loan to be made, continued or converted by the Eurodollar
Reference Bank and for a period of time comparable to such Interest Period.

               "Interest Payment Date" means a date specified for the payment of
interest pursuant to Section 3.01(c).

               "Interest Period" means, with respect to any Eurodollar Rate
Loan, the period determined in accordance with Section 3.01(b) applicable
thereto.

               "Internal Revenue Code" means the Internal Revenue Code of 1986,
including (unless the context otherwise requires) any rules or regulations
promulgated thereunder.



                                       8.
<PAGE>

               "Lending Office" has the meaning set forth in Section 2.04.

               "Lien" means any mortgage, deed of trust, pledge, security
interest, assignment, deposit arrangement, charge or encumbrance, lien
(statutory or other), or other preferential arrangement (including any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing or any agreement
to give any security interest).

               "Loan Documents" means this Agreement, the Notes, the Fee Letter,
the Guaranty and all other certificates, documents, agreements and instruments
delivered to the Agent and the Banks under or in connection with this Agreement.

               "Loans" means the Revolving Loans and the Term Loans.

               "Majority Banks" means at any time Banks holding at least 51% of
the then aggregate unpaid principal amount of the Loans, or, if no such
principal amount is then outstanding, Banks having at least 51% of the aggregate
Revolving Commitments.

               "Material Adverse Effect" means any event, matter, condition or
circumstance which has or would reasonably be expected to have a material
adverse effect on the business, properties, results of operations or condition
(financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.

               "Material Domestic Subsidiary" means any Material Subsidiary
which is incorporated or organized under the laws of the United States of
America, any state thereof or in the District of Columbia.

               "Material Subsidiary" means any Subsidiary the total assets of
which constitute 20% or more of Consolidated Total Assets, measured as of the
last day of the then most recent fiscal quarter.

               "Maximum Rate" has the meaning set forth in Section 3.07.

               "Minimum Amount" has the meaning set forth in Section 2.06.

               "Multiemployer Plan" means a "multiemployer plan" as defined in
Sections 3(37) and 4001(a)(3) of ERISA.

               "Multi-Year Commitments" means the commitments of the lenders
party to the Multi-Year Credit Agreement to make loans to the Borrower, as
provided therein.

               "Multi-Year Credit Agreement" means that certain Credit Agreement
dated as of September 27, 2002, among the Borrower, the lenders party thereto
and Fleet National Bank, as administrative agent, as the same may be amended,
restated, supplemented or otherwise modified in accordance with its terms.

               "Net Cash Proceeds" means when used in respect of any issuance of
any debt or equity securities of the Borrower or any Subsidiary, the gross
proceeds received by the Borrower



                                       9.
<PAGE>

or such Subsidiary from such issuance less all direct costs and expenses
incurred or to be incurred, and all federal, state, local and foreign taxes
assessed or to be assessed, in connection therewith.

               "Notes" means the Revolving Notes and the Term Notes.

               "Notice" means a Notice of Borrowing, a Notice of Conversion or
Continuation or a Notice of Prepayment.

               "Notice of Borrowing" has the meaning set forth in Section
2.02(a).

               "Notice of Conversion or Continuation" has the meaning set forth
in Section 3.05(c).

               "Notice of Prepayment" has the meaning set forth in Section 4.03.

               "Obligations" means the indebtedness, liabilities and other
obligations of the Borrower to the Agent or any Bank under or in connection with
the Loan Documents, including all Loans, all interest accrued thereon, all fees
due under this Agreement and all other amounts payable by the Borrower to the
Agent or any Bank thereunder or in connection therewith, whether now or
hereafter existing or arising, and whether due or to become due, absolute or
contingent, liquidated or unliquidated, determined or undetermined.

               "OECD" means the Organization for Economic Cooperation and
Development.

               "Operating Lease" means, for any Person, any lease of any
property of any kind by that Person as lessee which is not a Capital Lease.

               "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor thereto.

               "Pension Plan" means any employee pension benefit plan covered by
Title IV of ERISA (other than a Multiemployer Plan) that is maintained for
employees of the Borrower or any ERISA Affiliate or with regard to which the
Borrower or an ERISA Affiliate is a contributing sponsor within the meaning of
Sections 4001(a)(13) or 4069 of ERISA.

               "Permitted Investments" means, in respect of the Borrower or any
Subsidiary, short-term investment grade debt securities of any type authorized
from time to time under an investment policy for short-term cash investments
approved by the Borrower's board of directors or such Subsidiary's board of
directors, as the case may be.

               "Permitted Liens" means:

                      (i) Liens in favor of the Banks or the Agent for the
        benefit of the Banks to secure the Obligations;

                      (ii) the existing Liens listed in Schedule 9.04(a);



                                      10.
<PAGE>

                      (iii) Liens for taxes, fees, assessments or other
        governmental charges or levies, either not delinquent or being contested
        in good faith by appropriate proceedings and which are adequately
        reserved for in accordance with GAAP;

                      (iv) Liens of materialmen, mechanics, warehousemen,
        carriers or employees or other like Liens arising in the ordinary course
        of business and securing obligations either not delinquent or being
        contested in good faith by appropriate proceedings which are adequately
        reserved for in accordance with GAAP and which do not in the aggregate
        materially impair the use or value of the property or risk the loss or
        forfeiture of title thereto;

                      (v) Liens consisting of deposits or pledges to secure the
        payment of worker's compensation, unemployment insurance or other social
        security benefits or obligations, or to secure the performance of bids,
        trade contracts, leases (other than Capital Leases), public or statutory
        obligations, surety or appeal bonds or other obligations of a like
        nature incurred in the ordinary course of business (other than for
        indebtedness or any Liens arising under ERISA);

                      (vi) easements, rights of way, servitudes or zoning or
        building restrictions and other minor encumbrances on real property and
        irregularities in the title to such property which do not in the
        aggregate materially impair the use or value of such property or risk
        the loss or forfeiture of title thereto;

                      (vii) statutory landlord's Liens under leases to which the
        Borrower or any of its Subsidiaries is a party;

                      (viii) Liens arising solely by virtue of any statutory or
        common law provision relating to banker's liens, rights of set-off or
        similar rights and remedies as to deposit accounts or other funds
        maintained with a creditor depository institution; provided that (i)
        such deposit account is not a dedicated cash collateral account and is
        not subject to restrictions against access by the Borrower in excess of
        those set forth by regulations promulgated by the FRB, and (ii) such
        deposit account is not intended by the Borrower or any Subsidiary to
        provide collateral to the depository institution;

                      (ix) Liens (a) upon or in any property acquired or held by
        the Borrower or any of its Subsidiaries to secure the purchase price of
        such property or Indebtedness incurred solely for the purpose of
        financing the acquisition of such property, or (b) existing on such
        property at the time of its acquisition, provided that the Lien is
        confined solely to the property so acquired and improvements thereon;

                      (x) Liens on assets of Persons which become Subsidiaries
        of the Borrower after the date hereof, provided that such Liens existed
        at the time any such Persons became Subsidiaries of the Borrower and
        were not created in anticipation thereof;

                      (xi) Liens on Receivables and Receivables Related Assets
        in connection with any Permitted Receivables Purchase Facility;



                                      11.
<PAGE>

                      (xii) Leases or subleases and licenses and sublicenses
        granted to others in the ordinary course of business and not interfering
        in any material respect with the business of the Borrower and any
        interest or title of a lessor or licensor under any lease or license;

                      (xiii) Liens on equipment leased by the Borrower pursuant
        to an operating lease in the ordinary course of business (including
        proceeds thereof and accessions thereto) incurred solely for the purpose
        of financing the lease of such equipment (including Liens arising from
        UCC financing statements regarding leases permitted by this Agreement);

                      (xiv) Liens arising from judgments, decrees or attachments
        to the extent and only so long as such judgment, decree or attachment
        has not caused or resulted in an Event of Default;

                      (xv) Liens in favor of customs and revenue authorities
        arising as a matter of law to secure payment of customs duties in
        connection with the importation of goods;

                      (xvi) Liens incurred in connection with the extension,
        renewal, refunding, refinancing, modification, amendment or restatement
        of the Indebtedness secured by Liens of the type described in clauses
        (i) through (xv) above, provided that any extension, renewal or
        replacement Lien shall be limited to the property encumbered by the
        existing Lien, the principal amount of Indebtedness being extended,
        renewed or refinanced does not increase and such Lien otherwise remains
        a Permitted Lien under clauses (i) through (xv) above; and

                      (xvii) Liens not otherwise permitted hereunder securing
        Indebtedness in an aggregate principal amount not to exceed 15% of
        Consolidated Tangible Net Worth, measured as of the last day of the then
        most recent fiscal quarter, at any time outstanding.

               "Permitted Receivables Purchase Facility" shall mean any
receivables sales, financing or securitization programs now or hereafter entered
into by the Borrower or any of its Subsidiaries, in each case for the purpose of
financing Receivables, including, without limitation, the facilities identified
on Attachment A hereto, in each case, as amended, restated or supplemented from
time to time.

               "Person" means an individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or any
other entity of whatever nature or any Governmental Authority.

               "Plan" means any employee pension benefit plan as defined in
Section 3(2) of ERISA (including any Multiemployer Plan) and any employee
welfare benefit plan, as defined in Section 3(1) of ERISA (including any plan
providing benefits to former employees or their survivors).



                                      12.
<PAGE>

               "Premises" means any and all real property, including all
buildings and improvements now or hereafter located thereon and all
appurtenances thereto, now or hereafter owned, leased, occupied or used by the
Borrower and its Subsidiaries.

               "Pro Rata Share" means, as to any Bank at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth decimal
place) at such time of such Bank's Revolving Commitment divided by the combined
Revolving Commitments of all Banks (or, if all Revolving Commitments have been
terminated, the aggregate principal amount of such Bank's Loans divided by the
aggregate principal amount of the Loans then held by all Banks). The initial Pro
Rata Share of each Bank is set forth opposite such Bank's name in Schedule 1
under the heading "Pro Rata Share."

               "Rate Contracts" means interest rate swaps, caps, floors and
collars, currency swaps, or other similar financial products designed to provide
protection against fluctuations in interest, currency or exchange rates.

               "Receivables" means any rights to payment for license fees,
whether in the form of accounts receivable, general intangibles, instruments,
chattel paper or otherwise.

               "Receivables Related Assets" means (a) any rights arising under
the documentation governing or relating to Receivables which are the subject of
a Permitted Receivables Purchase Facility, including, without limitation, rights
in respect of Liens securing such Receivables, (b) any proceeds of such
Receivables and any lockboxes or accounts in which such proceeds are deposited,
(c) spread accounts and other similar accounts, and any amounts on deposit
therein, established in connection with any Permitted Receivables Purchase
Facility, (d) any warranty, indemnity, dilution and other intercompany claim
arising out of any Permitted Receivables Purchase Facility, and (e) other assets
which are customarily transferred or in respect of which security interests are
customarily granted in connection with factoring or asset securitization
transactions involving Receivables.

               "Regulation D" means Regulation D of the FRB.

               "Regulatory Change" has the meaning set forth in Section 5.03.

               "Related Party" has the meaning set forth in Section 9.04(f).

               "Related Person" has the meaning set forth in Section 11.06.

               "Replacement Bank" has the meaning set forth in Section 5.07.

               "Required Notice Date" has the meaning set forth in Section 2.07.

               "Responsible Officer" means, with respect to any Person, the
chief executive officer, the president, the chief financial officer, the vice
president of corporate finance, the treasurer or the controller of such Person,
or any other senior officer of such Person having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer, the treasurer or the controller of any
such Person, or any other senior officer of such Person involved principally in
the financial administration or



                                      13.
<PAGE>

controllership function of such Person and having substantially the same
authority and responsibility.

               "Restricted Payment" means, in relation to the Borrower and its
Subsidiaries, any (a) Distribution, or (b) payment or prepayment by the Borrower
or its Subsidiaries to the Borrower's or any Subsidiary's shareholders (or other
equity holders) and (i) consisting of management, consulting or similar fees
other than those fees incurred in the ordinary course of business consistent
with past practices and fees charged for a fair exchange of services or sale or
other disposition of goods in the ordinary course of business for fair value,
(ii) consisting of any fees or other payments made outside the ordinary course
of business or (iii) made to such Person in its capacity as a shareholder other
than for an exchange of services or sale or other disposition of goods in the
ordinary course of business for fair value, in each case other than a payment to
the Borrower or to any wholly-owned Domestic Subsidiary.

               "Revolving Commitment," as to each Bank, has the meaning
specified in subsection 2.01(a).

               "Revolving Loan" has the meaning specified in subsection 2.01(a).

               "Revolving Note" means a promissory note substantially in the
form of Exhibit A.

               "Revolving Termination Date" means the earlier to occur of: (a)
the date which is 364 calendar days after the Closing Date, as such date may be
extended in accordance with subsection 4.01(c); and (b) the date on which the
Revolving Commitments terminate in accordance with the provisions of this
Agreement.

               "SEC" means the Securities and Exchange Commission, or any
successor thereto.

               "Seely Avenue Campus" means the real property, taken either in
whole or any part thereof, consisting of approximately 50.5 acres of land and 10
buildings that total approximately 778,000 square feet and is located on both
the east and west sides of Seely Avenue, in San Jose, California. Specific
street addresses for the property are: 535, 545, 555, 575 River Oaks Parkway,
2655 Seely Avenue (which consists of five buildings and entitled land for a
sixth building), and 2670 Seely Avenue.

               "Selling Lender" has the meaning set forth in Section
12.09(c)(ii).

               "Solvent" means, as to any Person at any time, that (i) the fair
value of the property of such Person is greater than the amount of such Person's
liabilities (including disputed, contingent and unliquidated liabilities) as
such value is established and liabilities evaluated for purposes of Section
101(31) of the Bankruptcy Code; (ii) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature; and (iii) such Person is
not engaged in business or a transaction, and is not about to engage in business
or a transaction, for which such Person's property would constitute unreasonably
small capital.

               "SpinCircuit" means SpinCircuit, Inc.



                                      14.
<PAGE>

               "Subordinated Debt" has the meaning set forth in the definition
of "Funded Debt".

               "Subsidiary" means, as to any Person, any corporation,
association, partnership, joint venture or other business entity of which more
than 50% of the voting stock or other equity interest is owned directly or
indirectly by such Person or one or more of the other Subsidiaries of such
Person or a combination thereof. Unless the context otherwise clearly requires,
references to a "Subsidiary" shall mean a Subsidiary of the Borrower.

               "Substantial Assets" has the meaning set forth in Section
9.04(d).

               "Swap Termination Value" means, in respect of any one or more
Rate Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Rate Contracts, (i) for any date on or after
the date such Rate Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (ii) for any
date prior to the date referenced in clause (i), the amount(s) determined as the
mark-to-market value(s) for such Rate Contracts, as determined by the Borrower
based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Rate Contracts (which may include any Bank).

               "Taxes" has the meaning set forth in Section 6.03.

               "Term Loan" has the meaning specified in subsection 2.01(b).

               "Term Loan Maturity Date" means the date which is one (1) year
from the Term Loan Conversion Date, provided in no event shall the Term Loan
Maturity Date be later than September 25, 2005.

               "Term Loan Commitment" has the meaning set forth in Section
2.01(b).

               "Term Loan Conversion Date" has the meaning set forth in Section
2.01(b).

               "Term Note" means a promissory note substantially in the form of
Exhibit B.

               "Termination Event" means any of the following:

                      (i) with respect to a Pension Plan, a reportable event
        described in Section 4043 of ERISA and the regulations issued thereunder
        (other than a reportable event not subject to the provisions for 30-day
        notice to the PBGC under such regulations);

                      (ii) the withdrawal of the Borrower or an ERISA Affiliate
        from a Pension Plan during a plan year in which the withdrawing employer
        was a "substantial employer" as defined in Section 4001(a)(2) or 4062(e)
        of ERISA;

                      (iii) the taking of any actions (including the filing of a
        notice of intent to terminate) by the Borrower, an ERISA Affiliate, the
        PBGC, a Plan Administrator, or any other Person to terminate a Pension
        Plan or the treatment of a Plan amendment as a termination of a Pension
        Plan under Section 4041 of ERISA;



                                      15.
<PAGE>

                      (iv) any other event or condition which might constitute
        grounds under Section 4042 of ERISA for the termination of, or the
        appointment of a trustee to administer, any Pension Plan; or

                      (v) the complete or partial withdrawal of the Borrower or
        an ERISA Affiliate from a Multiemployer Plan.

               "Total Commitment" means the sum of the Revolving Commitments of
the Banks, as in effect from time to time.

               "UCC" means the Uniform Commercial Code of the jurisdiction the
law of which governs the Loan Document in which such term is used or the
attachment, perfection or priority of the Lien on any collateral.

               "Unfunded Accrued Benefits" means the excess of a Pension Plan's
accrued benefits, as defined in Section 3(23) of ERISA, over the current value
of that Plan's assets, as defined in Section 3(26) of ERISA.

               "United States" and "U.S." each means the United States of
America.

               "Venture Funds" means, collectively, Telos Venture Partners, L.P.
and Telos Venture Partners II, L.P.

        SECTION 1.02 Accounting Principles.

               (a) Accounting Terms. Unless otherwise defined or the context
otherwise requires, all accounting terms not expressly defined herein shall be
construed, and all accounting determinations and computations required under the
Loan Documents shall be made, in accordance with GAAP, consistently applied.

               (b) GAAP Changes. If GAAP shall have been modified after the
Closing Date and the application of such modified GAAP shall have a material
effect on any financial computations hereunder (including the computations
required for the purpose of determining compliance with the covenants set forth
in Section 9.02), then such computations shall be made and the financial
statements, certificates and reports due hereunder shall be prepared, and all
accounting terms not otherwise defined herein shall be construed, in accordance
with GAAP, as in effect prior to such modification, unless and until the
Majority Banks and the Borrower shall have agreed upon the terms of the
application of such modified GAAP which agreement shall not be unreasonably
withheld.

               (c) "Fiscal Year" and "Fiscal Quarter". References herein to
"fiscal year" and "fiscal quarter" refer to such fiscal periods of the Borrower.

        SECTION 1.03 Interpretation. In the Loan Documents, except to the extent
the context otherwise requires:

                      (i) Any reference to an Article, a Section, a Schedule or
        an Exhibit is a reference to an article or section thereof, or a
        schedule or an exhibit thereto,



                                      16.
<PAGE>

        respectively, and to a subsection or a clause is, unless otherwise
        stated, a reference to a subsection or a clause of the Section or
        subsection in which the reference appears.

                      (ii) The words "hereof," "herein," "hereto," "hereunder"
        and the like mean and refer to this Agreement or any other Loan Document
        as a whole and not merely to the specific Article, Section, subsection,
        paragraph or clause in which the respective word appears.

                      (iii) The meaning of defined terms shall be equally
        applicable to both the singular and plural forms of the terms defined.

                      (iv) The words "including," "includes" and "include" shall
        be deemed to be followed by the words "without limitation."

                      (v) References to agreements and other contractual
        instruments shall be deemed to include all subsequent amendments and
        other modifications thereto, but only to the extent such amendments and
        other modifications are not prohibited by the terms of the Loan
        Documents.

                      (vi) References to statutes or regulations are to be
        construed as including all statutory and regulatory provisions
        consolidating, amending or replacing the statute or regulation referred
        to.

                      (vii) Any table of contents, captions and headings are for
        convenience of reference only and shall not affect the construction of
        this Agreement or any other Loan Document.

                      (viii) In the computation of periods of time from a
        specified date to a later specified date, the word "from" means "from
        and including"; the words "to" and "until" each mean "to but excluding";
        and the word "through" means "to and including."

                      (ix) The use of a word of any gender shall include each of
        the masculine, feminine and neuter genders.

                      (x) This Agreement and the other Loan Documents are the
        result of negotiations among the Agent, the Borrower and the other
        parties, have been reviewed by counsel to the Agent, the Borrower and
        such other parties, and are the products of all parties. Accordingly,
        they shall not be construed against the Banks or the Agent merely
        because of the Agent's or Banks' involvement in their preparation.

                                   ARTICLE II
                                    THE LOANS

        SECTION 2.01 Amounts and Terms of Commitments.

               (a) The Revolving Credit. Each Bank severally agrees, on the
terms and conditions set forth herein, to make loans to the Borrower (each such
loan, a "Revolving Loan") from time to time on any Business Day during the
period from the Closing Date to the Revolving



                                      17.
<PAGE>

Termination Date, in an aggregate amount not to exceed at any time outstanding
the amount set forth opposite such Bank's name on Schedule 1 under the heading
"Revolving Commitment" (such amount, as the same may be reduced under Section
4.01 or reduced or increased as a result of one or more assignments under
Section 12.09, such Bank's "Revolving Commitment"); provided, however, that,
after giving effect to any Borrowing of Revolving Loans, the aggregate principal
amount of all outstanding Revolving Loans shall not at any time exceed the
combined Revolving Commitments; and provided further that no Borrowings of
Revolving Loans shall be permitted hereunder at any time that any portion of the
Multi-Year Commitments remains unused. Within the limits of each Bank's
Revolving Commitment, and subject to the other terms and conditions hereof, the
Borrower may borrow under this subsection 2.01(a), prepay under Section 4.03 and
reborrow under this subsection 2.01(a).

               (b) The Term Loans. Each Bank severally agrees, on the terms and
conditions set forth herein (including without limitation satisfaction of the
conditions set forth in Section 7.03 hereof), to make a single term loan (each a
"Term Loan" and, collectively, the "Term Loans") to the Borrower on the
Revolving Termination Date (the date such Term Loan is made being hereinafter
referred to as the "Term Loan Conversion Date") in a principal amount up to but
not exceeding such Bank's Revolving Commitment (the "Term Loan Commitment");
provided, however, that no Borrowings of Term Loans shall be permitted hereunder
at any time that any portion of the Multi-Year Commitments remain unused. No
Term Loans shall be made after the Revolving Termination Date, and any portion
of the Revolving Commitments not borrowed as Term Loans on the Revolving
Termination Date may not be borrowed thereafter. Any amount of the Term Loans
repaid may not be reborrowed.

        SECTION 2.02 Borrowing Procedure.

               (a) Notice to the Agent. Each Borrowing shall be made on a
Business Day upon written or telephonic notice (in the latter case to be
confirmed promptly in writing) from the Borrower to the Agent, which notice
shall be received by the Agent not later than 2:00 P.M. (New York City time) on
the Required Notice Date. Each such notice, except as provided in Section 5.01
and 5.04, shall be irrevocable and binding on the Borrower, shall be in
substantially the form of Exhibit C (a "Notice of Borrowing") and shall specify
whether the Borrowing consists of Base Rate Loans or Eurodollar Rate Loans, and
whether such Borrowing shall be of Revolving Loans or Term Loans, and shall
contain the other information required thereby.

               (b) Notice to the Banks. The Agent shall give each Bank prompt
notice by telephone (confirmed promptly in writing) or by facsimile of each
Borrowing, specifying the information contained in the Borrower's Notice and
such Bank's Pro Rata Share of the Borrowing. On the date of each Borrowing, each
Bank shall make available such Bank's Pro Rata Share of such Borrowing, in same
day or immediately available funds, to the Agent for the Agent's Account, not
later than 3:00 P.M. (New York City time). Upon fulfillment of the applicable
conditions set forth in Article VII and after receipt by the Agent of any such
funds, and unless other payment instructions are provided by the Borrower, the
Agent shall make such funds available to the Borrower by crediting the
Borrower's Account with same day or immediately available funds on such
Borrowing date.



                                      18.
<PAGE>

        SECTION 2.03 Non-Receipt of Funds. Unless the Agent shall have received
notice from a Bank prior to the date of any Borrowing that such Bank shall not
make available to the Agent such Bank's Pro Rata Share of such Borrowing, the
Agent may assume that such Bank has made such portion available to the Agent on
the date of such Borrowing in accordance with Section 2.02(b) and the Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent such Bank shall not have so made such
Pro Rata Share available to the Agent, and the Agent in such circumstances shall
have made available to the Borrower such amount, such Bank agrees to repay to
the Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Agent, at the Federal Funds
Rate. If such Bank shall repay to the Agent such corresponding amount, such
amount so repaid shall constitute such Bank's Loan as part of such Borrowing for
purposes of this Agreement. If such amount is not made available by such Bank to
the Agent on the Business Day following the Borrowing date, the Agent shall
notify the Borrower of such failure to fund and, upon demand by the Agent, the
Borrower shall pay such amount to the Agent for the Agent's Account, together
with interest thereon for each day elapsed since the date of such Borrowing, at
a rate per annum equal to the interest rate applicable at the time to the Loans
comprising such Borrowing.

        SECTION 2.04 Lending Offices. The Loans made by each Bank may be made
from and maintained at such offices of such Bank (each a "Lending Office") as
such Bank may from time to time designate (whether or not such office is
specified on Schedule 2). A Bank shall not elect a Lending Office that, at the
time of making such election, increases the amounts which would have been
payable by the Borrower to such Bank under this Agreement in the absence of such
election. With respect to Eurodollar Rate Loans made from and maintained at any
Bank's non-U.S. offices, the obligation of the Borrower to repay such Eurodollar
Rate Loans shall nevertheless be to such Bank and shall, for all purposes of
this Agreement (including for purposes of the definition of the term "Majority
Banks") be deemed made or maintained by it, for the account of any such office.

        SECTION 2.05 Evidence of Indebtedness. The Loans made by each Bank shall
be evidenced by one or more loan accounts maintained by such Bank in accordance
with its usual practices. The loan accounts maintained by the Agent and each
such Bank shall be rebuttable presumptive evidence of the amount of the Loans
made by such Bank to the Borrower and the interest and payments thereon. Any
failure so to record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Loans. At the request of any Bank, as additional
evidence of the Indebtedness of the Borrower to such Bank resulting from the
Loans made by such Bank, the Borrower shall execute and deliver for account of
such Bank pursuant to Article VII Notes setting forth such Bank's Revolving
Commitment as the maximum principal amount thereof and, if the Term Loans are
borrowed on the Revolving Termination Date under subsection 2.01(b), Notes
setting forth the principal amount of the Term Loans so made by such Bank.

        SECTION 2.06 Minimum Amounts. Any Borrowing, conversion, continuation,
Revolving Commitment reduction or prepayment of Loans hereunder shall be in an
aggregate amount determined as follows (each such specified amount a "Minimum
Amount"): (i) any Borrowing or partial prepayment of Base Rate Loans shall be in
the amount of $250,000 or a



                                      19.
<PAGE>

greater amount which is an integral multiple of $50,000; (ii) any Borrowing,
continuation or partial prepayment of, or conversion into, Eurodollar Rate Loans
shall be in the amount of $1,000,000 or a greater amount which is an integral
multiple of $100,000; and (iii) any partial Revolving Commitment reduction under
Section 4.01(a) shall be in the amount of $5,000,000 or a greater amount which
is an integral multiple of $5,000,000.

        SECTION 2.07 Required Notice. Any Notice hereunder shall be given not
later than the date determined as follows (each such specified date a "Required
Notice Date"): (i) any Notice with respect to a Borrowing of, or conversion
into, Base Rate Loans shall be given not later than 11:00 A.M. (California time)
on the date of the proposed borrowing or conversion; (ii) any Notice with
respect to any Borrowing or continuation of, or conversion into, Eurodollar Rate
Loans shall be given at least three Eurodollar Business Days prior to the date
of the proposed Borrowing, conversion or continuation; (iii) any Notice with
respect to any prepayment under Section 4.03(a) shall be given at least one
Business Day prior to the date of the proposed prepayment, in the case of Base
Rate Loans, and at least three Eurodollar Business Days prior to the date of the
proposed prepayment, in the case of Eurodollar Rate Loans; and (iv) any Notice
with respect to any Revolving Commitment reduction or termination under Section
4.01(a) shall be given at least five Business Days prior to the proposed
reduction or termination date.

                                   ARTICLE III
                  INTEREST AND FEES; CONVERSION OR CONTINUATION

        SECTION 3.01 Interest.

               (a) Interest Rate. Subject to Section 3.02, the Borrower shall
pay interest on the unpaid principal amount of each Loan from the date of such
Loan until such principal amount shall be paid in full, at the following rates:

                      (i) during such periods as such Loan is a Base Rate Loan,
        at a rate per annum equal at all times to the Base Rate plus the
        Applicable Margin; and

                      (ii) during such periods as such Loan is a Eurodollar Rate
        Loan, at a rate per annum equal at all times during each Interest Period
        for such Eurodollar Rate Loan to the Eurodollar Rate for such Interest
        Period plus the Applicable Margin.

               (b) Interest Periods. The initial and each subsequent Interest
Period for Eurodollar Rate Loans shall be a period of one, two, three or six
months. The determination of Interest Periods shall be subject to the following
provisions:

                             (A) in the case of immediately successive Interest
               Periods, each successive Interest Period shall commence on the
               day on which the next preceding Interest Period expires;

                             (B) if any Interest Period pertaining to an
               Eurodollar Rate Loan would otherwise end on a day which is not a
               Business Day, that Interest Period shall be extended to the next
               succeeding Business Day unless the result of such extension would
               be to carry such Interest Period into another calendar month, in



                                      20.
<PAGE>

               which event such Interest Period shall end on the immediately
               preceding Business Day;

                             (C) no Interest Period shall extend beyond (1) the
               Revolving Termination Date with respect to any Revolving Loan,
               and (2) the Term Loan Maturity Date with respect to any Term
               Loan;

                             (D) any Interest Period pertaining to a Eurodollar
               Rate Loan that begins on the last Business Day of a calendar
               month (or on a day for which there is no numerically
               corresponding day in the ending calendar month of such Interest
               Period) shall end on the last Business Day of the ending calendar
               month of such Interest Period;

                             (E) there shall be no more than ten Interest
               Periods in effect at any one time.

               (c) Interest Payment Dates. Subject to Section 3.02, interest on
the Loans shall be payable (and the Borrower hereby promises to pay interest on
the dates required herein) in arrears at the following times:

                      (i) interest on each Base Rate Loan shall be payable
        quarterly in arrears on the last Business Day in each calendar quarter,
        on the date of any prepayment or conversion of any such Base Rate Loan,
        and at maturity;

                      (ii) interest on each Eurodollar Rate Loan shall be
        payable on the last day of each Interest Period for such Eurodollar Rate
        Loan, provided that (a) in the case of any such Interest Period which is
        greater than three months, interest on such Eurodollar Rate Loan shall
        be payable on each date that is three months, or any integral multiple
        thereof, after the beginning of such Interest Period, and on the last
        day of such Interest Period, and (b) if any prepayment, conversion, or
        continuation is effected other than on the last day of such Interest
        Period, accrued interest on such Eurodollar Rate Loan shall be due on
        such prepayment, conversion or continuation date as to the principal
        amount of such Eurodollar Rate Loan prepaid, converted or continued plus
        all amounts required under Section 5.02.

               (d) Notice to the Borrower and the Banks. Each determination by
the Agent hereunder of a rate of interest and of any change therein, including
any changes in (i) the Applicable Margin, (ii) the Base Rate during any periods
in which Base Rate Loans shall be outstanding, and (iii) the Eurodollar Reserve
Percentage (if any) during any periods in which Eurodollar Rate Loans shall be
outstanding, in the absence of manifest error, shall be conclusive and binding
on the parties hereto and shall be promptly notified by the Agent to the
Borrower and the Banks. Such notice shall set forth in reasonable detail the
basis for any such determination or change. The failure of the Agent to give any
such notice specified in this subsection shall not affect the Borrower's
obligation to pay such interest or fees.

        SECTION 3.02 Default Rate of Interest. Notwithstanding Section 3.01, in
the event that any amount of principal of or interest on any Loan, or any other
amount payable hereunder or under the Loan Documents, is not paid in full when
due (whether at stated maturity,



                                      21.
<PAGE>

by acceleration or otherwise), the Borrower shall pay interest on such unpaid
principal, interest or other amount, from the date such amount becomes due until
the date such amount is paid in full, and after as well as before any entry of
judgment to the extent permitted by law, payable on demand, at a rate per annum
equal at all times to the Base Rate plus 2% plus the Applicable Margin in
respect of Base Rate Loans.

        SECTION 3.03 Fees.

               (a) Revolving Commitment Fees. The Borrower agrees to pay to the
Agent for the account of each Bank a commitment fee on the average daily unused
portion of such Bank's Revolving Commitment as in effect from time to time from
the Closing Date until the Revolving Termination Date at a rate per annum equal
to the Applicable Fee Amount, payable quarterly in arrears on the last Business
Day of each calendar quarter (commencing on the first such date after the
Closing Date), and on the earlier of the date such Revolving Commitment is
terminated hereunder and the Revolving Termination Date.

               (b) Utilization Fees. The Company shall pay to the Agent for the
account of each Bank a utilization fee calculated on the actual daily utilized
portion of such Bank's Revolving Commitment or Term Loan Commitment which
constitute Eurodollar Rate Loans, computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter based upon the actual daily
utilization for that quarter, as calculated by the Agent, at a rate per annum
equal to the Applicable Fee Amount for each day during such quarter on which
utilization of the combined Revolving Commitments or Term Loan Commitment under
this Agreement plus the utilization of the combined "Revolving Commitments"
under and as defined in the Multi-Year Credit Agreement (whether or not such
utilization consists of Base Rate Loans or Eurodollar Rate Loans) equals or
exceeds 33% of the combined Revolving Commitments or Term Loan Commitments under
this Agreement plus the combined "Revolving Commitments" under the Multi-Year
Credit Agreement at the close of the Agent's business on such day (or the close
of the Agent's business on the next preceding Business Day in the case of a
Saturday or Sunday or other day not a Business Day). For purposes of calculating
utilization under this Agreement and under the Multi-Year Credit Agreement, the
Revolving Commitments and Term Loan Commitment under this Agreement and the
"Revolving Commitments" under and as defined in the Multi-Year Agreement,
respectively, shall be deemed utilized to the extent of the aggregate principal
amount of the Loans then outstanding hereunder and thereunder. Such utilization
fee shall be applicable from and after the Closing Date and shall be due and
payable quarterly in arrears on the last Business Day of each calendar quarter
commencing on the first such date following the Closing Date; provided that, in
connection with any termination of Revolving Commitments under Section 4.01 of
this Agreement, the accrued utilization fee calculated for the period ending on
such date shall also be paid on the date of such termination; provided further
that the Applicable Fee Amount shall be payable only in respect of the amount of
the Revolving Commitments or Term Loan Commitment utilized under this Agreement,
and not on the portion of the "Revolving Commitments" utilized under the
Multi-Year Credit Agreement.

               (c) Agency Fee. The Borrower agrees to pay to the Agent for its
own account such fee for administrative agency services rendered by it as
specified in the Fee Letter.



                                      22.
<PAGE>

               (d) Fees Nonrefundable. All fees payable under this Section 3.03
shall be nonrefundable.

        SECTION 3.04 Computations. All computations of interest based upon the
Base Rate (including interest accruing based upon the Federal Funds Rate) shall
be made on the basis of a year of 365 or 366 days, as the case may be, for the
actual number of days occurring in the period for which such interest is
payable. All computations of Revolving Commitment fee, the utilization fee and
of interest based upon the Eurodollar Rate shall be made on the basis of a year
of 360 days for the actual number of days occurring in the period for which such
Revolving Commitment fee, utilization fee or interest is payable, which results
in more interest being paid than if computed on the basis of a 365-day year, and
in accordance with the pricing grid set forth in Annex 1.

        SECTION 3.05 Conversion or Continuation.

               (a) Election. The Borrower may elect (i) to convert all or any
part of (A) outstanding Base Rate Loans into Eurodollar Rate Loans, or (B)
outstanding Eurodollar Rate Loans into Base Rate Loans; or (ii) to continue all
or any part of a Loan with one type of interest rate as such; provided, however,
that if the aggregate amount of Eurodollar Rate Loans in respect of any
Borrowing shall have been reduced, by payment, prepayment, or conversion of part
thereof to be less than $1,000,000, such Eurodollar Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Borrower to continue such Loans as, and convert such Loans into,
Eurodollar Rate Loans, as the case may be, shall terminate. The continued or
converted Base Rate and Eurodollar Rate Loans shall be allocated to the Banks
ratably in accordance with their Pro Rata Shares. Any conversion or continuation
of Eurodollar Rate Loans shall be made on the last day of the current Interest
Period for such Eurodollar Rate Loans. No outstanding Loan may be converted into
or continued as a Eurodollar Rate Loan if any Event of Default has occurred and
is continuing.

               (b) Automatic Conversion. On the last day of any Interest Period
for any Eurodollar Rate Loans, such Eurodollar Rate Loans shall, if not repaid,
automatically convert into Base Rate Loans unless the Borrower shall have made a
timely election to continue such Eurodollar Rate Loans as such for an additional
Interest Period or to convert such Eurodollar Rate Loans, in each case as
provided in subsection (a).

               (c) Notice to the Agent. The conversion or continuation of any
Loans contemplated by subsection (a) shall be made upon written or telephonic
notice (in the latter case to be confirmed promptly in writing) from the
Borrower to the Agent, which notice shall be received by the Agent not later
than 11:00 A.M. (California time) on the Required Notice Date. Each such notice
(a "Notice of Conversion or Continuation") shall, except as provided in Sections
5.01 and 5.04, be irrevocable and binding on the Borrower, shall refer to this
Agreement and shall specify: (i) the proposed date of the conversion or
continuation, which shall be a Business Day; (ii) the outstanding Loans (or
parts thereof) to be converted into or continued as Base Rate or Eurodollar Rate
Loans; (iii) the aggregate amount of the Loans which are the subject of such
continuation or conversion, which shall be in a Minimum Amount; (iv) if the
conversion or continuation consists of any Eurodollar Rate Loans, the duration
of the Interest Period with respect thereto; and (v) that no Event of Default
exists hereunder.



                                      23.
<PAGE>

               (d) Notice to the Banks. The Agent shall give each Bank prompt
notice by telephone (confirmed promptly in writing) or by facsimile of (i) the
proposed conversion or continuation of any Loans, specifying the information
contained in the Borrower's Notice and such Bank's Pro Rata Share thereof or
(ii), if timely notice was not received from the Borrower, the details of any
automatic conversion under subsection (b).

        SECTION 3.06 Replacement of Reference Banks. If the Loans of the
Eurodollar Reference Bank are prepaid in full or its Revolving Commitment shall
terminate (otherwise than on termination of all the Revolving Commitments), or
if the Eurodollar Reference Bank transfers its Loans in full to an unaffiliated
Person or otherwise shall cease to be a Bank hereunder, the Agent shall, in
consultation with the Borrower and with the approval of the Majority Banks,
appoint another similarly situated Bank to replace such Bank as Eurodollar
Reference Bank.

        SECTION 3.07 Highest Lawful Rate. Anything herein to the contrary
notwithstanding, if during any period for which interest is computed hereunder,
the applicable interest rate, together with all fees, charges and other payments
which are treated as interest under applicable law, as provided for herein or in
any other Loan Document, would exceed the maximum rate of interest which may be
charged, contracted for, reserved, received or collected by any Bank in
connection with this Agreement under applicable law (the "Maximum Rate"), the
Borrower shall not be obligated to pay, and such Bank shall not be entitled to
charge, collect, receive, reserve or take, interest in excess of the Maximum
Rate, and during any such period the interest payable hereunder to such Bank
shall be limited to the Maximum Rate.

                                   ARTICLE IV
                       REDUCTION OF REVOLVING COMMITMENTS;
                              REPAYMENT; PREPAYMENT

        SECTION 4.01 Reduction or Termination of the Revolving Commitments.

               (a) Optional Reduction or Termination. The Borrower may, upon
prior written notice to the Agent delivered not later than the Required Notice
Date, terminate in whole or reduce ratably in part, as of the date specified by
the Borrower in such notice, any then unused portion of the Revolving
Commitments, provided that each partial reduction shall be in a Minimum Amount.

               (b) Mandatory Termination. The Revolving Commitments shall
terminate on the Revolving Termination Date (including such date, if any, that
the Term Loans are made pursuant to subsection 2.01(b), it being understood that
once the Term Loans are made, if at all, the Revolving Commitments of all of the
Banks shall thereupon terminate).

               (c) Extension of Revolving Termination Date. Notwithstanding the
preceding subsection 4.01(b), the Borrower may give written notice to the Banks
(through the Agent) no more than 60 days and no less than 30 days prior to the
Revolving Termination Date then in effect that it requests that the Agent and
the Banks extend the Revolving Termination Date for an additional 364-day
period. The Borrower shall be permitted to make only one such request for an
extension during the life of this Agreement. Each Bank and the Agent may grant
or reject such request in its sole discretion, and the Borrower acknowledges
that there is no commitment



                                      24.
<PAGE>

or understanding that the Revolving Termination Date will be extended. If such
request is granted by the Agent and one or more of the Banks, the Revolving
Termination Date then in effect shall be so extended in respect of the Revolving
Commitment of each consenting Bank (but not in respect of the Revolving
Commitments of any non-consenting Banks), subject to such changed terms and
payment of such fee (if any) as shall have been agreed upon by the Borrower,
such consenting Banks and the Agent, provided, the parties hereto hereby
acknowledge and agree that any extension shall not be for more than 364 days
from the effective date of such extension. Any Bank that does not consent in
writing to an extension request delivered by the Borrower under this subsection
4.01(c) by the date which is 10 days prior to the Revolving Termination Date
then in effect shall be deemed to have rejected such extension request in
respect of its Revolving Commitment. The Revolving Commitment of each
non-consenting Bank under this subsection 4.01(c) shall terminate on the
Revolving Termination Date then in effect, subject to such Bank's obligations
under subsection 2.01(b) on such date (if the Term Loans are made on such date)
and, to the extent the Borrower has not elected to convert all of the
outstanding Revolving Loans to a Term Loan pursuant to Section 2.01(b), the
Borrower shall immediately pay to such non-consenting Bank all amounts owing
such Bank on the Revolving Termination Date. The parties agree and acknowledge
that effective immediately upon any extension of the Revolving Termination Date
pursuant to this subsection 4.01(c), the obligation to make Loans hereunder of
any Bank that has not consented to such extension shall be terminated, and such
Bank shall immediately thereupon relinquish its rights and be released from its
obligations under this Agreement; provided, however, that such Bank shall not be
deemed to have relinquished any of such rights or be released from any of such
obligations to the extent arising or accruing prior to such time. In no event
shall the Revolving Termination Date be extended beyond the Term Loan Maturity
Date. To the extent the Borrower elects to extend the Revolving Termination Date
pursuant to this Section 4.01(c) and such Revolving Termination Date is so
extended pursuant to the terms hereof, the Borrower shall have the right,
subject to the terms and conditions contained herein (including, without
limitation, Section 2.01(b) and Section 7.03 hereof), to convert the Revolving
Loans to a Term Loan upon the then-existing Revolving Termination Date in
accordance with the terms hereof.

               (d) Notice. The Agent shall give each Bank prompt notice of any
termination, reduction or extension of its Revolving Commitments under this
Section 4.01.

               (e) Adjustment of Revolving Commitment Fee and Utilization Fee;
No Reinstatement. From the effective date of any reduction or termination prior
to the Revolving Termination Date, the Revolving Commitment fee payable under
Section 3.03(a) and the utilization fee payable under Section 3.03(b) shall be
computed on the basis of the Revolving Commitments as so reduced or terminated.
Once reduced or terminated, the Revolving Commitments may not be increased or
otherwise reinstated.

        SECTION 4.02 Repayment of Loans.

               (a) Revolving Loans. The Borrower shall repay to the Banks in
full on the Revolving Termination Date the aggregate principal amount of the
Revolving Loans outstanding on such date.



                                      25.
<PAGE>

               (b) Term Loans. The Borrower shall repay to the Banks in full on
the Term Loan Maturity Date the aggregate principal amount of the Term Loans
outstanding on such date.

        SECTION 4.03 Prepayments.

               (a) Optional Prepayments. Subject to Section 5.02, the Borrower
may, upon prior written notice to the Agent not later than the Required Notice
Date, prepay the outstanding amount of the Loans in whole or ratably in part,
without premium or penalty. Partial prepayments shall be in Minimum Amounts.

               (b) Notice; Application. The notice given of any prepayment (a
"Notice of Prepayment") shall specify the date and amount of the prepayment and
whether the prepayment is of Base Rate or Eurodollar Rate Loans or a combination
thereof, and if of a combination thereof the amount of the prepayment allocable
to each. Such Notice of Prepayment shall also specify whether the prepayment is
of Revolving Loans or Term Loans. Upon receipt of the Notice of Prepayment the
Agent shall promptly notify each Bank thereof. If the Notice of Prepayment is
given, the Borrower shall make such prepayment and the prepayment amount
specified in such Notice shall be due and payable on the date specified therein,
with accrued interest to such date on the amount prepaid.

                                    ARTICLE V
                         YIELD PROTECTION AND ILLEGALITY

        SECTION 5.01 Inability to Determine Rates. If the Agent shall determine
that adequate and reasonable means do not exist to ascertain the Eurodollar
Rate, or the Majority Banks shall determine that the Eurodollar Rate does not
accurately reflect the cost to the Banks of making or maintaining Eurodollar
Rate Loans, then the Agent shall give telephonic notice (promptly confirmed in
writing) to the Borrower and each Bank of such determination. Such notice shall
specify the basis for such determination and shall, in the absence of manifest
error, be conclusive and binding for all purposes. Thereafter, the obligation of
the Banks to make or maintain Eurodollar Rate Loans hereunder shall be suspended
until the Agent (upon the instructions of the Majority Banks) revokes such
notice. Upon receipt of such notice, the Borrower may revoke any Notice then
submitted by it. If the Borrower does not revoke such Notice, the Banks shall
make, convert or continue Loans, as proposed by the Borrower, in the amount
specified in the Notice submitted by the Borrower, but such Loans shall be made,
converted or continued as Base Rate Loans instead of Eurodollar Rate Loans, as
the case may be.

        SECTION 5.02 Funding Losses. In addition to such amounts as are required
to be paid by the Borrower pursuant to Section 5.03, the Borrower shall
compensate each Bank, promptly upon receipt of such Bank's written request made
to the Borrower (with a copy to the Agent), for all losses, costs and expenses
(including any loss or expense incurred by such Bank in obtaining, liquidating
or re-employing deposits or other funds to fund or maintain its Eurodollar Rate
Loans), if any, which such Bank sustains: (I) if the Borrower repays, converts
or prepays any Eurodollar Rate Loan on a date other than the last day of an
Interest Period for such Eurodollar Rate Loan (whether as a result of an
optional prepayment, mandatory prepayment, a payment as a result of acceleration
or otherwise); (ii) if the Borrower fails to borrow a Eurodollar Rate Loan after
giving its Notice (other than as a result of the operation of



                                      26.
<PAGE>

Section 5.01 or 5.04); (III) if the Borrower fails to convert into or continue a
Eurodollar Rate Loan after giving its Notice (other than as a result of the
operation of Section 5.01 or 5.04); or (IV) if the Borrower fails to prepay a
Eurodollar Rate Loan after giving its Notice. Any such request for compensation
shall set forth the basis for the calculation of requested compensation and
shall, in the absence of manifest error, be conclusive and binding for all
purposes.

        SECTION 5.03 Regulatory Changes.

               (a) Increased Costs. If after the date hereof, the adoption of,
or any change in, any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration thereof
(a "Regulatory Change"), or compliance by any Bank (or its Lending Office) with
any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority shall impose, modify or deem applicable any reserve,
special deposit or similar requirement (including any such requirement imposed
by the FRB, but excluding with respect to any Eurodollar Rate Loan any such
requirement included in the calculation of the Eurodollar Rate) against assets
of, deposits with or for the account of, or credit extended by, any Bank's
Lending Office or shall impose on any Bank (or its Lending Office) or on the
United States market for the interbank eurodollar market any other condition
affecting its Eurodollar Rate Loans or its obligation to make Eurodollar Rate
Loans, and the result of any of the foregoing is to increase the cost to such
Bank (or its Lending Office) of making or maintaining any Eurodollar Rate Loan
hereunder, or to reduce the amount of any sum received or receivable by such
Bank (or its Lending Office) under this Agreement with respect thereto, by an
amount deemed by such Bank, in good faith and on a non-discriminatory basis, to
be material, then from time to time, within 30 days after written demand by such
Bank (with a copy to the Agent), the Borrower shall pay to such Bank such
additional amounts as shall compensate such Bank for such increased cost or
reduction in respect of its Eurodollar Rate Loans hereunder.

               (b) Capital Requirements. If any Bank shall have determined in
good faith that any Regulatory Change regarding capital adequacy, or compliance
by such Bank (or any corporation controlling such Bank) with any request,
guideline or directive regarding capital adequacy (whether or not having the
force of law) of any Governmental Authority, has or shall have the effect of
reducing the rate of return on such Bank's or such corporation's capital as a
consequence of such Bank's obligations hereunder to a level below that which
such Bank or such corporation would have achieved but for such adoption, change
or compliance (taking into consideration such Bank's or such corporation's
policies with respect to capital adequacy), by an amount deemed, in good faith
and on a non-discriminatory basis, by such Bank to be material, then from time
to time, within 30 days after written demand by such Bank (with a copy to the
Agent) in reasonable detail describing such reduction, the Borrower shall pay to
such Bank such additional amounts as shall compensate such Bank for such
reduction in respect of its obligations hereunder.

               (c) Requests. Any such request for compensation by a Bank under
this Section 5.03 shall set forth the basis of calculation thereof and shall, in
the absence of manifest error, be conclusive and binding for all purposes. In
determining the amount of such compensation, such Bank may use any reasonable
averaging and attribution methods.



                                      27.
<PAGE>

        SECTION 5.04 Illegality. If any Bank shall determine that it has become
unlawful, as a result of any Regulatory Change, for such Bank to make, convert
into or maintain Eurodollar Rate Loans as contemplated by this Agreement, such
Bank shall promptly give notice of such determination to the Borrower (through
the Agent), and (I) the obligation of such Bank to make or convert into
Eurodollar Rate Loans, as the case may be, shall be suspended until such Bank
gives notice that the circumstances causing such suspension no longer exist; and
(II) each of such Bank's outstanding Eurodollar Rate Loans, as the case may be,
shall, if requested by such Bank, be converted into a Base Rate Loan not later
than upon expiration of the Interest Period related to such Eurodollar Rate
Loan, or, if earlier, on such date as may be required by the applicable
Regulatory Change, as shall be specified in such request. Any such determination
shall, in the absence of manifest error, be conclusive and binding for all
purposes.

        SECTION 5.05 Funding Assumptions. Solely for purposes of calculating
amounts payable by the Borrower to the Banks under this Article V, each
Eurodollar Rate Loan made by a Bank (and any related reserve, special deposit or
similar requirement) shall be conclusively deemed to have been funded at the
Interbank Rate used in determining the Eurodollar Rate for such Eurodollar Rate
Loan by a matching deposit or other borrowing in the interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan is in fact so funded.

        SECTION 5.06 Obligation to Mitigate. Each Bank agrees that as promptly
as practicable after it becomes aware of the occurrence of an event that would
entitle it to give notice pursuant to Section 5.03(a), 5.03(b) or 5.04, and in
any event if so requested by the Borrower, each Bank shall use reasonable
efforts to make, fund or maintain its affected Eurodollar Rate Loans through
another Lending Office if as a result thereof the increased costs would be
avoided or materially reduced or the illegality would thereby cease to exist;
provided, however, that such Bank shall not be obligated to select an
alternative Lending Office if such Bank determines that (a) as a result of such
selection such Bank would be in violation of any applicable law, regulation,
treaty, or guideline, or would incur additional costs or expenses or (b) such
selection would be inadvisable for regulatory reasons or inconsistent with the
interests of such Bank.

        SECTION 5.07 Substitution of Banks. Upon the receipt by the Borrower
from any Bank (an "Affected Bank") of a request for compensation under Section
5.03, a notice under Section 5.04 or a request for payment under Section 6.03,
or upon notice to the Agent from any Bank that it shall not consent to a request
by the Borrower for an extension of the Revolving Termination Date pursuant to
subsection 4.01(c), the Borrower may (i) request one more of the other Banks to
acquire and assume all or part of such Affected Bank's Loans and Revolving
Commitment (provided, no Bank shall be required to acquire or assume all or any
part of such Affected Bank's Loans and/or Revolving Commitment); or (ii)
designate an Eligible Assignee satisfactory to the Borrower to acquire and
assume all or part of such Affected Bank's Loans and Revolving Commitment (in
each case, a "Replacement Bank"). Any such designation of a Replacement Bank
under clause (ii) shall be subject to the prior written consent of the Agent
(which consent shall not be unreasonably withheld or delayed). In connection
with any such assumption (a) the Replacement Bank shall pay to the Affected Bank
in immediately available funds on the date of the assignment the principal
amount of the Loans made by the Affected Bank hereunder which are being acquired
by the Replacement Bank, and (b) the Borrower shall



                                      28.
<PAGE>

pay to the Affected Bank in immediately available funds on the date of the
assignment the interest accrued to the date of the assignment on the Loans which
are being acquired by the Replacement Bank and all other amounts then accrued
for the Affected Bank's account or owed to it hereunder with respect to such
Loans, including any amounts owing under Section 5.02.

                                   ARTICLE VI
                                    PAYMENTS

        SECTION 6.01 Pro Rata Treatment. Except as otherwise provided in this
Agreement, each Borrowing hereunder, each Revolving Commitment reduction, each
payment (including each prepayment) by the Borrower on account of the principal
of and interest on the Loans and on account of any Revolving Commitment fee or
utilization fee, and each conversion or continuation of Loans, shall be made
ratably in accordance with the respective Pro Rata Shares of the Banks.

        SECTION 6.02 Payments.

               (a) Payments. The Borrower shall make each payment under the Loan
Documents, unconditionally in full without set-off, counterclaim or other
defense, not later than 1:00 P.M. (California time) on the day when due to the
Agent in Dollars and in same day or immediately available funds, to the Agent's
Account. The Agent shall promptly thereafter distribute like funds relating to
the payment of principal or interest, Revolving Commitment fee, utilization fee
or any other amounts payable to the Banks, ratably (except as a result of the
operation of Article V) to the Banks in accordance with their Pro Rata Shares.

               (b) Application. (i) Unless the Agent shall receive a timely
election by the Borrower with respect to the application of any principal
payments, each payment of principal by the Borrower shall be applied (a) first,
to the Base Rate Loans then outstanding, and (b) second, to the Eurodollar Rate
Loans.

               (c) Extension. Whenever any payment hereunder shall be stated to
be due, or whenever any Interest Payment Date or any other date specified
hereunder would otherwise occur, on a day other than a Business Day, then,
except as otherwise provided herein, such payment shall be made, and such
Interest Payment Date or other date shall occur, on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of payment of interest, Revolving Commitment fee or utilization fee
hereunder.

        SECTION 6.03 Taxes.

               (a) No Reduction of Payments. The Borrower shall pay all amounts
of principal, interest, fees and other amounts due under the Loan Documents free
and clear of, and without reduction for or on account of, any present and future
taxes, levies, imposts, duties, fees, assessments, charges, deductions or
withholdings and all liabilities with respect thereto excluding, in the case of
each Bank and the Agent, income and franchise taxes imposed on it by the
jurisdiction under the laws of which such Bank or the Agent is organized or in
which its principal executive offices may be located or any political
subdivision or taxing authority thereof or therein or by the jurisdiction of
such Bank's Lending Office and any political subdivision or taxing authority
thereof or therein (all such nonexcluded taxes, levies, imposts, duties, fees,



                                      29.
<PAGE>

assessments, charges, deductions, withholdings and liabilities being hereinafter
referred to as "Taxes"). If any Taxes shall be required by law to be deducted or
withheld from any payment, the Borrower shall increase the amount paid so that
the respective Bank or the Agent receives when due (and is entitled to retain),
after deduction or withholding for or on account of such Taxes (including
deductions or withholdings applicable to additional sums payable under this
Section 6.03), the full amount of the payment provided for in the Loan
Documents.

               (b) Deduction or Withholding; Tax Receipts. If the Borrower makes
any payment hereunder in respect of which it is required by law to make any
deduction or withholding, it shall pay the full amount to be deducted or
withheld to the relevant taxation or other authority within the time allowed for
such payment under applicable law and promptly thereafter shall furnish to the
Agent (for itself or for redelivery to the Bank to or for the account of which
such payment was made) an original or certified copy of a receipt evidencing
payment thereof, together with such other information and documents as the Agent
or any Bank (through the Agent) may reasonably request.

               (c) Indemnity. If any Bank or the Agent is required by law to
make any payment on account of Taxes, or any liability in respect of any Tax is
imposed, levied or assessed against any Bank or the Agent, the Borrower shall
indemnify the Agent and the Banks for and against such payment or liability,
together with any incremental taxes, interest or penalties, and all costs and
expenses, payable or incurred in connection therewith, including Taxes imposed
on amounts payable under this Section 6.03. A certificate of the Agent or any
Bank as to the amount of any such payment shall, in the absence of manifest
error, be conclusive and binding for all purposes. If any Bank shall obtain a
credit with respect to all or part of any tax paid or indemnified by the
Borrower pursuant to this Section 6.03, then, to the extent such items have not
previously been taken into account in computing the amount of any payment
pursuant to this sentence or the amount of indemnification payable under this
Section 6.03, such Bank shall promptly pay to the Borrower an amount equal to
the amount of such credit, reduced by the amount of any prior payments by such
Bank to, or for the benefit of, the Borrower arising from the same claim. All
computations required hereunder shall be made by such Bank, acting reasonably
and in good faith and the results of such computations shall be delivered to the
Borrower. At the request and expense of the Borrower the accuracy of such
computations shall be verified by such Bank's independent accounts.

               (d) Forms W-8BEN and W-8ECI. Each Bank that is incorporated under
the laws of any jurisdiction outside the United States agrees to deliver to the
Agent and the Borrower on or prior to the Closing Date, and in a timely fashion
thereafter, Internal Revenue Service Form W-8BEN, Form W-8ECI or such other
documents and forms of the I.R.S., duly executed and completed by such Bank, as
are required under United States law to establish such Bank's status for United
States withholding tax purposes.

               (e) Mitigation. Each Bank agrees that as promptly as practicable
after it becomes aware of the occurrence of an event that would cause the
Borrower to make any payment in respect of Taxes to such Bank or a payment in
indemnification with respect to any Taxes, and in any event if so requested by
the Borrower following such occurrence, each Bank shall use reasonable efforts
to make, fund or maintain its affected Loan (or relevant part thereof) through
another Lending Office if as a result thereof the additional amounts so payable
by the



                                      30.
<PAGE>

Borrower would be avoided or materially reduced; provided, however, that such
Bank shall not be obligated to select an alternative Lending Office if such Bank
determines that (a) as a result of such selection such Bank would be in
violation of any applicable law, regulation, treaty, or guideline, or would
incur additional costs or expenses or (b) such selection would be inadvisable
for regulatory reasons or inconsistent with the interests of such Bank.

        SECTION 6.04 Non-Receipt of Funds. Unless the Agent shall have received
notice from the Borrower prior to the date on which any payment is due to any of
the Banks hereunder that the Borrower shall not make such payment in full, the
Agent may assume that the Borrower has made such payment in full to the Agent on
such date and the Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to the amount then due
such Bank. If and to the extent the Borrower shall not have so made such payment
in full to the Agent, each Bank shall repay to the Agent forthwith on demand
such amount distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until the date such
Bank repays such amount to the Agent, at the Federal Funds Rate.

        SECTION 6.05 Sharing of Payments. If any Bank shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) on account of the Loans made by it (other than pursuant to a
provision hereof providing for non-pro rata treatment) in excess of its Pro Rata
Share of payments on account of the Loans obtained by all the Banks, such Bank
shall forthwith advise the Agent of the receipt of such payment, and within five
Business Days of such receipt purchase from the other Banks (through the Agent),
without recourse, such participations in the Loans made by them as shall be
necessary to cause such purchasing Bank to share the excess payment ratably with
each of them in accordance with the respective Pro Rata Shares of the Banks;
provided, however, that if all or any portion of such excess payment is
thereafter recovered by or on behalf of the Borrower from such purchasing Bank,
the purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest. No documentation other than notices and the
like referred to in this Section 6.05 shall be required to implement the terms
of this Section 6.05. The Agent shall keep records (which shall be conclusive
and binding in the absence of manifest error) of participations purchased
pursuant to this Section 6.05 and shall in each case notify the Banks following
any such purchases.

                                   ARTICLE VII
                              CONDITIONS PRECEDENT

        SECTION 7.01 Conditions Precedent to the Initial Loans. The obligation
of each Bank to make its initial Loan shall be subject to the satisfaction of
each of the following conditions precedent on or before the Closing Date:

               (a) Fees and Expenses. The Borrower shall have paid (i) all
invoiced fees then due in accordance with Section 3.03 and under the Fee Letter
and (ii) all invoiced costs and expenses then due in accordance with Section
12.04(a).

               (b) Loan Documents. The Agent shall have received the following
Loan Documents: (i) this Agreement, executed by the Borrower and each Bank (ii)
the Notes,



                                      31.
<PAGE>

executed by the Borrower, for any Banks requesting Notes; and (iii) the Fee
Letter, executed by each of the respective parties thereto.

               (c) Certificate of Responsible Officer. The Agent shall have
received in form and substance satisfactory to it a certificate of a Responsible
Officer of the Borrower, dated the Closing Date, stating that (a) the
representations and warranties contained in Section 8.01 and in the other Loan
Documents are true and correct on and as of the date of such certificate as
though made on and as of such date and (b) on and as of the Closing Date, no
Default shall have occurred and be continuing or shall result from the initial
Borrowing.

               (d) Corporate Documents. The Agent shall have received the
following, in form and substance satisfactory to it:

                      (i) certified copies of the certificate or articles, as
        the case may be, of incorporation of the Borrower, together with
        certificates as to good standing and tax status, from the Secretary of
        State or other Governmental Authority, as applicable, of the Borrower's
        state of incorporation and California, each dated as of a recent date
        prior to the Closing Date;

                      (ii) a certificate of the Secretary or Assistant Secretary
        of the Borrower, dated the Closing Date, certifying (a) copies of the
        bylaws of the Borrower and the resolutions of the Board of Directors of
        the Borrower authorizing the execution, delivery and performance of the
        Loan Documents and (b) the incumbency, authority and signatures of each
        officer of the Borrower authorized to execute and deliver the Loan
        Documents and act with respect thereto, upon which certificate the Agent
        and the Banks may conclusively rely until the Agent shall have received
        a further certificate of the Secretary or an Assistant Secretary of the
        Borrower canceling or amending such prior certificate;

               (e) Legal Opinion. The Agent shall have received the opinion of
Gibson Dunn & Crutcher LLP, counsel to the Borrower, dated the Closing Date, in
substantially the form of Exhibit E.

               (f) Compliance Certificate. The Agent shall have received a
completed Compliance Certificate for the Borrower's fiscal quarter ended on June
29, 2002.

               (g) Material Adverse Effect. On and as of the date of such
Borrowing, there shall have occurred no Material Adverse Effect since June 29,
2002.

               (h) Existing Credit Agreement. All interest, principal, fees and
other amounts owing under the Existing Credit Agreement shall have been paid in
full (or shall have been paid in full concurrently with the initial Borrowing
hereunder), and all commitments to lend thereunder terminated, and the Existing
Credit Agreement shall have been cancelled and be of no further force or effect
(except for such provisions thereof that expressly survive the termination
thereof). Each Bank that is a party to the Existing Credit Agreement hereby
waives its five-day advance notice of termination of the commitments thereunder.



                                      32.
<PAGE>

               (i) Projections. The Agent shall have received the financial
projections for the Borrower, including, without limitation, a balance sheet,
income statement and cash flow statement, for the period beginning on September
29, 2002 through December 31, 2005, with such financial projections to be in
form and substance reasonably satisfactory to the Agent.

        SECTION 7.02 Conditions Precedent to All Loans. The obligation of each
Bank to make a Loan (including its initial Loan) on the occasion of each
Borrowing shall be subject to the satisfaction of each of the following
conditions precedent:

               (a) Notice. The Borrower shall have given the Notice of Borrowing
as provided in Section 2.02(a).

               (b) Representations and Warranties; No Default. On the date of
such Borrowing, both before and after giving effect thereto and to the
application of proceeds therefrom: (i) the representations and warranties
contained in Section 8.01 and in the other Loan Documents shall be true, correct
and complete on and as of the date of such Borrowing as though made on and as of
such date (except to the extent that such representations and warranties relate
expressly to an earlier date, in which case such representations and warranties
shall have been true, correct and complete on and as of such date); and (ii) no
Default shall have occurred and be continuing or shall result from such
Borrowing. For purposes of this Section 7.02(b), the representation and warranty
made in Section 8.01(p) shall be deemed instead to refer to the last day of the
most recent quarter and year for which financial statements have then been
delivered; the preceding clause (i) shall not be deemed to refer to any other
representations and warranties which relate solely to an earlier date (provided
that such other representations and warranties shall be true, correct and
complete as of such earlier date); and the preceding clause (i) shall take into
account any amendments to the Schedules and other disclosures made in writing by
the Borrower to the Agent and the Banks after the Closing Date and approved by
the Agent and the Majority Banks. The giving of any Notice of Borrowing and the
acceptance by the Borrower of the proceeds of each Borrowing on or following the
Closing Date shall each be deemed a certification to the Agent and the Banks
that on and as of the date of such Borrowing such statements are true.

               (c) Additional Documents. The Agent shall have received, in form
and substance satisfactory to it, such additional approvals, opinions, documents
and other information as the Agent or any Bank (through the Agent) may
reasonably request.

        SECTION 7.03 Conditions Precedent to Making the Term Loan. The
obligation of each Bank to make the Term Loan in accordance with the provisions
of Section 2.01(b) shall be subject to the satisfaction of each of the
conditions precedent set forth in Section 7.02 and, in addition, shall be
subject to the satisfaction of each of the following conditions precedent:

               (a) Documents. The Agent and each of the Banks shall have
received, by not later than the Term Loan Conversion Date, the following Loan
Documents: (i) the Guaranty, executed by each Material Domestic Subsidiary; and
(ii) the Term Note executed by the Borrower for any Bank requesting a Term Note.



                                      33.
<PAGE>

               (b) Certificate of Responsible Officer. The Agent shall have
received in form and substance satisfactory to it a certificate of a Responsible
Officer of the Borrower, dated the Term Loan Conversion Date, stating that (a)
the representations and warranties contained in Section 8.01 and in the other
Loan Documents are true and correct on and as of the date of such certificate as
though made on and as of such date and (b) on and as of the Term Loan Conversion
Date, no Default shall have occurred and be continuing or shall result from the
Borrowing of the Term Loan.

               (c) Corporate Documents. The Agent shall have received the
following, in form and substance satisfactory to it:

                      (i) certified copies of the certificate or articles, as
        the case may be, of incorporation of each Material Domestic Subsidiary,
        together with certificates as to good standing and tax status, from the
        Secretary of State or other Governmental Authority, as applicable, of
        such Material Domestic Subsidiary's state of incorporation and each
        jurisdiction in which such Material Domestic Subsidiary is required to
        be qualified as a foreign corporation, each dated as of a recent date
        prior to the Term Loan Conversion Date; and

                      (ii) a certificate of the Secretary or Assistant Secretary
        of each Material Domestic Subsidiary, dated the Term Loan Conversion
        Date, certifying (a) copies of the bylaws of such Material Domestic
        Subsidiary and the resolutions of the Board of Directors of such
        Material Domestic Subsidiary authorizing the execution, delivery and
        performance of the Loan Documents to which it is a party and (b) the
        incumbency, authority and signatures of each officer of each Material
        Domestic Subsidiary authorized to execute and deliver the Loan Documents
        to which it is a party and act with respect thereto, upon which
        certificate the Agent and the Banks may conclusively rely until the
        Agent shall have received a further certificate of the Secretary or an
        Assistant Secretary of such Material Domestic Subsidiary canceling or
        amending such prior certificate.

               (d) Legal Opinion. The Agent shall have received the opinion of
legal counsel acceptable to the Agent to each Material Domestic Subsidiary,
dated the Term Loan Conversion Date, in substantially the form of Exhibit G
hereto.


                                  ARTICLE VIII
                         REPRESENTATIONS AND WARRANTIES

        SECTION 8.01 Representations and Warranties. The Borrower represents and
warrants to each Bank and the Agent that:

               (a) Organization and Powers. Each of the Borrower and its
Material Subsidiaries (i) is a corporation or partnership duly organized or
formed, as the case may be, validly existing and in good standing under the laws
of the jurisdiction of its incorporation or formation, (ii) except as set forth
on Schedule 8.01(a), is qualified to do business and is in good standing in each
jurisdiction in which the failure so to qualify or be in good standing would



                                      34.
<PAGE>

result in a Material Adverse Effect and (iii) has all requisite power and
authority to own its assets and carry on its business and, with respect to the
Borrower, to execute, deliver and perform its obligations under the Loan
Documents.

               (b) Authorization; No Conflict. The execution, delivery and
performance by the Borrower of the Loan Documents have been duly authorized by
all necessary corporate action of the Borrower and do not and will not (i)
contravene the terms of the certificate or articles, as the case may be, of
incorporation and the bylaws of the Borrower or result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which the Borrower is a party or by
which it or its properties may be bound or affected; (ii) violate any provision
of any law, rule, regulation, order, writ, judgment, injunction, decree or the
like binding on or affecting the Borrower; or (iii) except as contemplated by
this Agreement, result in, or require, the creation or imposition of any Lien
upon or with respect to any of the properties of the Borrower.

               (c) Binding Obligation. The Loan Documents constitute, or when
delivered under this Agreement will constitute, legal, valid and binding
obligations of the Borrower, enforceable against the Borrower in accordance with
their respective terms.

               (d) Consents. No authorization, consent, approval, license,
exemption of, or filing or registration with, any Governmental Authority, or
approval or consent of any other Person, is required for the due execution,
delivery or performance by the Borrower of any of the Loan Documents.

               (e) No Defaults. Neither the Borrower nor any of its Material
Subsidiaries is in default under any material contract, lease, agreement,
judgment, decree or order to which it is a party or by which it or its
properties may be bound.

               (f) Title to Properties; Liens. The Borrower and its Material
Subsidiaries have good and marketable title to, or valid and subsisting
leasehold interests in, their properties and assets, and there is no Lien upon
or with respect to any of such properties or assets, except for Permitted Liens.

               (g) Litigation. Except as set forth on Schedule 8.01(g), there
are no actions, suits or proceedings pending or, to the best of the Borrower's
knowledge, threatened against or affecting the Borrower or any of its
Subsidiaries or the properties of the Borrower or any of its Subsidiaries before
any Governmental Authority or arbitrator which if determined adversely to the
Borrower or any such Subsidiary would result in a Material Adverse Effect.

               (h) Compliance with Environmental Laws. Except as set forth on
Schedule 8.01(h), and except in respect of matters that in the aggregate are not
and cannot reasonably be expected to result in a Material Adverse Effect, the
Borrower and each Material Subsidiary is in full compliance with all
Environmental Laws, whether in connection with the ownership, use, maintenance
or operation of its Premises or the conduct of any business thereon, or
otherwise. Neither the Borrower, any Material Subsidiary, nor to the best of the
Borrower's knowledge, any previous owner, tenant, occupant, user or operator of
the Premises, or any present tenant or other present occupant, user or operator
of the Premises has used, generated,



                                      35.
<PAGE>

manufactured, installed, treated, released, stored or disposed of any Hazardous
Substances on, under, or at the Premises, except in compliance with all
applicable Environmental Laws. To the best of the Borrower's knowledge, no
Hazardous Substances have at any time been spilled, leaked, dumped, deposited,
discharged, disposed of or released on, under, at or from the Premises, nor have
any of the Premises been used at any time by any Person as a landfill or waste
disposal site. Except as set forth on Schedule 8.01(h), there are no actions,
suits, claims, notices of violation, hearings, investigations or proceedings
pending or, to the best of the Borrower's knowledge, threatened against or
affecting the Borrower, any Material Subsidiary or with respect to the
ownership, use, maintenance and operation of the Premises, relating to
Environmental Laws or Hazardous Substances.

               (i) Governmental Regulation. Neither the Borrower nor any of its
Material Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940,
the Interstate Commerce Act, any state public utilities code or any other
federal or state statute or regulation limiting its ability to incur
Indebtedness.

               (j) ERISA.

                      (i) The Borrower and all ERISA Affiliates have satisfied
        all applicable contribution requirements under Section 412(c)(11) of the
        Internal Revenue Code and have never sought a waiver under Section
        412(d) of the Internal Revenue Code;

                      (ii) no Termination Event has occurred and is continuing,
        or is reasonably expected to occur;

                      (iii) the aggregate amount of Unfunded Accrued Benefits
        under all Pension Plans (excluding in such computation Pension Plans
        with assets greater than accrued benefits) does not exceed $5,000,000;

                      (iv) there is no condition or event under which the
        Borrower, any ERISA Affiliate, or any Plan maintained by the Borrower or
        any ERISA Affiliate could be subject to any risk of material liability
        under ERISA or the Internal Revenue Code, regardless of whether the
        Borrower or any ERISA Affiliate engaged in a transaction giving rise to
        the liability;

                      (v) neither the Borrower nor any ERISA Affiliate has
        unfunded, contingent liability that exceeds $5,000,000 with respect to
        Plans that provide post-retirement welfare benefits; and

                      (vi) all Plans maintained by, or contributed to by, the
        Borrower or any ERISA Affiliate comply in all material respects, and
        have been administered in material compliance with, the requirements of
        applicable law (including, if applicable, foreign law, ERISA and the
        Internal Revenue Code), and in accordance with each Plan's terms.

               (k) Subsidiaries. The name, capital structure and ownership of
each Subsidiary of the Borrower on the date of this Agreement is as set forth in
Schedule 8.01(k). All of the outstanding capital stock of, or other interest in,
each such Subsidiary has been validly



                                      36.
<PAGE>

issued, and is fully paid and nonassessable. Except as set forth in such
Schedule, on the date of this Agreement the Borrower has no equity interest in
any Person. Each Material Subsidiary of the Borrower, as of the date of this
Agreement, is specified as such on Schedule 8.01(k).

               (l) Margin Regulations. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying "margin
stock" (within the meaning of Regulations G or U of the FRB). No part of the
proceeds of the Loans will be used to purchase or carry any margin stock or to
extend credit to others for the purpose of purchasing or carrying any margin
stock, except in accordance with the provisions of Regulations T, U, and X of
the FRB.

               (m) Taxes. Each of the Borrower and its Material Subsidiaries has
duly filed all tax and information returns required to be filed, and has paid
all taxes, fees, assessments and other governmental charges or levies that have
become due and payable, except to the extent such taxes or other charges are
being contested in good faith and are adequately reserved against in accordance
with GAAP.

               (n) Patents and Other Rights. Each of the Borrower and its
Subsidiaries possesses all permits, franchises, licenses, patents, trademarks,
trade names, service marks, copyrights and all rights with respect thereto, free
from burdensome restrictions, that are reasonably necessary for the ownership,
maintenance and operation of its business and neither the Borrower nor any such
Subsidiary is in violation of any rights of others with respect to the
foregoing, except where the failure to do so would not reasonably be expected to
result in a Material Adverse Effect.

               (o) Insurance. The properties of the Borrower and its Material
Subsidiaries are insured, with financially sound insurance companies, in such
amounts, with such deductibles and covering such risks as is customarily carried
by companies engaged in similar businesses and owning similar properties in the
localities where the Borrower or such Material Subsidiary operates.

               (p) Financial Statements. The audited consolidated balance sheet
of the Borrower and its Subsidiaries as at December 29, 2001, and the related
consolidated statements of income, shareholders' equity and cash flows for the
fiscal year then ended, and the unaudited consolidated balance sheet of the
Borrower and its Subsidiaries as at June 29, 2002, and the related consolidated
statements of income, shareholders' equity and cash flows, for the quarter then
ended and the 6-month period then ended, are complete and correct and fairly
present the financial condition of the Borrower and its Subsidiaries as at such
dates and the results of operations of the Borrower and its Subsidiaries for the
periods covered by such statements, in each case in accordance with GAAP
consistently applied, subject, in the case of the June 29, 2002 financial
statements, to normal year-end adjustments and the absence of notes.

               (q) Liabilities. Neither the Borrower nor any of its Material
Subsidiaries has any material liabilities, fixed or contingent, that are not
reflected in the financial statements referred to in subsection (p), in the
notes thereto or otherwise disclosed in writing to the Banks prior to the
Closing Date, other than liabilities arising in the ordinary course of business
since June 29, 2002.



                                      37.
<PAGE>

               (r) Labor Disputes, Etc. There are no strikes, lockouts or other
labor disputes against the Borrower or any of its Material Subsidiaries, or, to
the best of the Borrower's knowledge, threatened against or affecting the
Borrower or any of its Material Subsidiaries, and no event of loss has occurred
with respect to any assets or property of the Borrower or any of its
Subsidiaries, which would reasonably be expected to result in a Material Adverse
Effect.

               (s) Solvency. Each of the Borrower and its Material Subsidiaries
is Solvent.

               (t) Disclosure. None of the representations or warranties made by
the Borrower in the Loan Documents as of the date of such representations and
warranties, and none of the statements contained in each exhibit, report,
certificate or written statement furnished by or on behalf of the Borrower or
any of its Subsidiaries to the Agent and the Banks in connection with the Loan
Documents, contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in the light of the circumstances under which they are made, not
misleading, as of the time made or delivered.

               (u) Distribution Agreement. Except as set forth on Schedule
8.01(u) hereto, as of the Closing Date the Borrower is not a party to any
binding written agreement to make a Distribution consisting of a capital stock
repurchase or redemption.


                                   ARTICLE IX
                                    COVENANTS

        SECTION 9.01 Reporting Covenants. So long as any of the Obligations
shall remain unpaid or any Bank shall have any Revolving Commitment, the
Borrower agrees that:

               (a) Financial Statements and Other Reports. The Borrower shall
furnish to the Agent in sufficient copies for distribution to the Banks:

                      (i) as soon as available and in any event within 55 days
        after the end of each of the first three fiscal quarters of each fiscal
        year, a consolidated balance sheet of the Borrower and its Subsidiaries
        as of the end of such quarter, and the related consolidated statements
        of income, shareholders' equity and cash flows of the Borrower and its
        Subsidiaries for such quarter and the portion of the fiscal year through
        the end of such quarter, prepared in accordance with GAAP consistently
        applied, all in reasonable detail and setting forth in comparative form
        the figures for the corresponding period in the preceding fiscal year,
        together with a certificate of a Responsible Officer of the Borrower
        stating that such financial statements fairly present the financial
        condition of the Borrower and its Subsidiaries as at such date and the
        results of operations of the Borrower and its Subsidiaries for the
        period ended on such date and have been prepared in accordance with GAAP
        consistently applied, subject to changes resulting from normal, year-end
        audit adjustments and except for the absence of notes;

                      (ii) as soon as available and in any event within 100 days
        after the end of each fiscal year, a consolidated balance sheet of the
        Borrower and its Subsidiaries as of the end of such fiscal year, and the
        related consolidated statements of income,



                                      38.
<PAGE>

        shareholders' equity and cash flows of the Borrower and its Subsidiaries
        for such fiscal year, prepared in accordance with GAAP consistently
        applied, all in reasonable detail and setting forth in comparative form
        the figures for the previous fiscal year, accompanied by a report
        thereon of a firm of independent certified public accountants of
        recognized national standing, which report shall be unqualified as to
        scope of audit or the status of the Borrower and its Subsidiaries as a
        going concern;

                      (iii) together with the financial statements required
        pursuant to clauses (i) and (ii), a Compliance Certificate of a
        Responsible Officer as of the end of the applicable accounting period;

                      (iv) promptly after the giving, sending or filing thereof,
        copies of all reports, if any, which the Borrower sends to the holders
        of its respective capital stock or other securities and of all reports
        or filings, if any, by the Borrower with the SEC or any national
        securities exchange.

As to any information contained in materials furnished pursuant to clause (iv),
the Borrower shall not be separately required to furnish such information under
clause (i) or (ii), but the foregoing shall not be in derogation of the
obligation of the Borrower to furnish the information and materials described in
clauses (i) and (ii) at the times specified therein.

               (b) Additional Information. The Borrower shall furnish to the
Agent:

                      (i) promptly after the Borrower has knowledge or becomes
        aware thereof, notice of the occurrence or existence of any Default;

                      (ii) prompt written notice of (A) any proposed acquisition
        of stock, assets or property by the Borrower or any of its Material
        Subsidiaries that could reasonably be expected to result in material
        environmental liability under Environmental Laws, and (B)(1) any
        spillage, leakage, discharge, disposal, leaching, migration or release
        of any Hazardous Substances required to be reported to any Governmental
        Authority under applicable Environmental Laws, and (2) all actions,
        suits, claims, notices of violation, hearings, investigations or
        proceedings pending, or to the best of the Borrower's knowledge,
        threatened against or affecting the Borrower or any of its Material
        Subsidiaries or with respect to the ownership, use, maintenance and
        operation of the Premises, relating to Environmental Laws or Hazardous
        Substances;

                      (iii) prompt written notice of all actions, suits and
        proceedings before any Governmental Authority or arbitrator pending, or
        to the best of the Borrower's knowledge, threatened against or affecting
        the Borrower or any of its Material Subsidiaries which if adversely
        determined would be reasonably expected to have a Material Adverse
        Effect;

                      (iv) promptly after the Borrower has knowledge or becomes
        aware thereof, (a) notice of the occurrence of any Termination Event,
        together with a copy of any notice of such Termination Event to the
        PBGC, and (b) the details concerning any material action taken or
        proposed to be taken by the IRS, PBGC, Department of Labor or other
        Person with respect thereto;



                                      39.
<PAGE>

                      (v) the information regarding insurance maintained by the
        Borrower and its Material Subsidiaries as required under Section
        9.03(c);

                      (vi) within 30 days of the date thereof, or, if earlier,
        on the date of delivery of any financial statements pursuant to
        subsection (a), notice of any material change in accounting policies or
        financial reporting practices by the Borrower or any of its Material
        Subsidiaries;

                      (vii) promptly after the occurrence thereof, notice of any
        labor controversy resulting in or threatening to result in any strike,
        work stoppage, boycott, shutdown or other material labor disruption
        against or involving the Borrower or any of its Material Subsidiaries;

                      (viii) upon the reasonable request from time to time, but
        no more often than once per fiscal quarter, of the Agent or any Bank
        (through the Agent), the Swap Termination Values, together with a
        description of the method by which such values were determined, relating
        to any then-outstanding Rate Contracts to which the Borrower or any of
        its Material Subsidiaries is party;

                      (ix) prompt written notice of any other condition or event
        which has resulted, or that could reasonably be expected to result, in a
        Material Adverse Effect;

                      (x) within 30 days of the date thereof, or, if earlier, on
        the date of delivery of any financial statements pursuant to subsection
        (a), an amendment to Schedule 8.01(k) reflecting the addition of any
        Material Subsidiary created, formed, acquired or otherwise existing as
        of the date of delivery of such amended Schedule; and

                      (xi) such other information respecting the operations,
        properties, business or condition (financial or otherwise) of the
        Borrower or its Subsidiaries as any Bank (through the Agent) may from
        time to time reasonably request.

Each notice pursuant to this subsection (b) shall be accompanied by a written
statement by a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein, and stating what action the Borrower proposes to
take with respect thereto.

        SECTION 9.02 Financial Covenants. So long as any of the Obligations
shall remain unpaid or any Bank shall have any Revolving Commitment, the
Borrower agrees that:

               (a) Minimum Consolidated EBITDA. The Borrower shall maintain as
of the last day of each fiscal quarter a minimum Consolidated EBITDA for the
period of four fiscal quarters ended on such date (taken as a single accounting
period) of not less than $200,000,000;

               (b) Minimum Total Assets. The Borrower shall at all times
directly own not less than fifty one percent (51%) of the Consolidated Total
Assets.

               (c) Minimum Fixed Charge Coverage Ratio. The Borrower shall
maintain as of the last day of each fiscal quarter a ratio (such ratio, the
"Fixed Charge Coverage Ratio") of (i) Consolidated EBITDA to (ii) the sum of
(without duplication) (A) Consolidated Interest



                                      40.
<PAGE>

Expense plus (B) 20% of Funded Debt plus (C) taxes paid in cash, plus (D)
payments in respect of Capital Leases, in each case, of the Borrower and its
Subsidiaries on a consolidated basis, as determined in accordance with GAAP, for
the 12-month period ended on such date, of not less than 1.50 to 1.00.

               (d) Minimum Current Ratio. The Borrower shall maintain as of the
last day of each fiscal quarter a ratio of (i) current assets to (ii) current
liabilities, in each case, of the Borrower and its Subsidiaries on a
consolidated basis, as determined in accordance with GAAP, of not less than 1.00
to 1.00. For purposes of calculating the Borrower's compliance with this Section
9.02(d) as of the last day of any fiscal quarter, current liabilities shall
include (A) off-balance sheet Indebtedness having a maturity of less than one
year from such fiscal quarter-end, (B) reimbursement obligations in respect of
letters of credit having an expiry date less than one year from such fiscal
quarter-end and (C) the current portion of (1) all Loans then outstanding
hereunder and (2) all loans then outstanding under the Multi-Year Credit
Agreement.

               (e) Maximum Funded Debt to EBITDA Ratio. The Borrower shall
maintain as of the last day of each fiscal quarter a ratio of (i) Funded Debt of
the Borrower and its Subsidiaries on such date on a consolidated basis, to (ii)
Consolidated EBITDA for the twelve-month period ended on such date, of not more
than 2.00 to 1.00.

        SECTION 9.03 Additional Affirmative Covenants. So long as any of the
Obligations shall remain unpaid or any Bank shall have any Revolving Commitment,
the Borrower agrees that:

               (a) Preservation of Existence, Etc. The Borrower shall, and shall
cause each of its Material Subsidiaries to, (i) maintain and preserve its legal
existence, and (ii) maintain and preserve its rights to transact business and
all other rights, franchises and privileges necessary or desirable in the normal
course of its business and operations and the ownership of its properties,
except in connection with transactions permitted by Section 9.04.

               (b) Payment of Obligations. The Borrower shall, and shall cause
each of its Material Subsidiaries to, pay and discharge (i) all taxes, fees,
assessments and governmental charges or levies imposed upon it or upon its
properties or assets prior to the date on which penalties attach thereto, and
all lawful claims for labor, materials and supplies which, if unpaid, might
become a Lien upon any properties or assets of the Borrower or any Material
Subsidiary, except to the extent such taxes, fees, assessments or governmental
charges or levies, or such claims, are being contested in good faith by
appropriate proceedings and are adequately reserved against in accordance with
GAAP provided, further that the Borrower and each Subsidiary of the Borrower
will pay all such taxes, assessments, charges, levies or claims forthwith
immediately after the commencement of proceedings to foreclose any Lien that may
have attached as security therefor; (ii) all lawful claims which, if unpaid,
would by law become a Lien upon its property not constituting a Permitted Lien;
and (iii) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

               (c) Maintenance of Insurance. The Borrower shall, and shall cause
each of its Material Subsidiaries to, carry and maintain in full force and
effect, at its own expense and with



                                      41.
<PAGE>

financially sound insurance companies, insurance in such amounts, with such
deductibles and covering such risks as is customarily carried by companies
engaged in the same or similar businesses and owning similar properties in the
localities where the Borrower or such Subsidiary operates, including fire,
extended coverage, business interruption, public liability, property damage and
worker's compensation. Upon the request of the Agent or any Bank, the Borrower
shall furnish to the Agent from time to time a certificate of the Borrower's
insurance broker or other insurance specialist stating that all premiums then
due on the policies relating to insurance have been paid, that such policies are
in full force and effect and that such insurance coverage and such policies
comply with all the requirements of this subsection.

               (d) Keeping of Records and Books of Account. The Borrower shall,
and shall cause each of its Material Subsidiaries to, keep adequate records and
books of account, in which complete entries shall be made in accordance with
GAAP, reflecting all financial transactions of the Borrower and its Material
Subsidiaries.

               (e) Inspection Rights. Upon reasonable prior notice to the
Borrower (except during the existence of an Event of Default, in which case no
prior notice shall be required), the Borrower shall at any reasonable time and
from time to time permit the Agent and the Banks or any of their respective
agents or representatives to visit and inspect any of the properties of the
Borrower and its Material Subsidiaries and to examine and make copies of and
abstracts from the records and books of account of the Borrower and its Material
Subsidiaries, and to discuss the business affairs, finances and accounts of the
Borrower and any such Material Subsidiary with any of the officers or
accountants of the Borrower or such Material Subsidiary; provided that with
respect to any such discussions with the Borrower's or any Material Subsidiary's
accountants, the Borrower shall be given a reasonable opportunity to have a
representative participate in or otherwise be present at any such discussion;
and provided further, that so long as no Event of Default has occurred and is
continuing, the Borrower's prior written consent (which consent shall not be
unreasonably withheld) shall be required prior to any discussions between the
Agent or any Bank or any of their respective agents or representatives, on the
one hand, and the Borrower's or any Material Subsidiary's accountants, on the
other.

               (f) Compliance with Laws, Etc. The Borrower shall, and shall
cause each of its Material Subsidiaries to, comply in all material respects with
the requirements of all applicable laws, rules, regulations and orders of any
Governmental Authority (including all Environmental Laws) and the terms of any
indenture, contract or other instrument to which it may be a party or under
which it or its properties may be bound, except to the extent that the failure
to so comply would not reasonably be expected to result in a Material Adverse
Effect.

               (g) Maintenance of Properties, Etc. The Borrower shall, and shall
cause each of its Material Subsidiaries to, maintain and preserve all of its
properties necessary or useful in the proper conduct of its business in good
working order and condition in accordance with the general practice of other
corporations of similar character and size, ordinary wear and tear excepted.

               (h) Licenses. The Borrower shall, and shall cause each of its
Material Subsidiaries to, obtain and maintain all licenses, authorizations,
consents, filings, exemptions, registrations and other governmental approvals
necessary in connection with (i) the execution,



                                      42.
<PAGE>

delivery and performance of the Loan Documents and the consummation of the
transactions therein contemplated and (ii) the operation and conduct of its
business and ownership of its properties, except, in the case of this clause
(ii), where the failure to do so would not reasonably be expected to have a
Material Adverse Effect.

               (i) Action Under Environmental Laws. The Borrower shall, and
shall cause each of its Material Subsidiaries to, upon becoming aware of the
presence of any Hazardous Substance or the existence of any environmental
liability under applicable Environmental Laws with respect to the Premises, take
all actions, at their cost and expense, as shall be necessary or advisable to
investigate and clean up the condition of the Premises, including all removal,
containment and remedial actions, and restore the Premises to a condition in
compliance with applicable Environmental Laws.

               (j) Use of Proceeds. The Borrower shall use the proceeds of the
Loans solely for general corporate purposes, including the repurchase of the
Borrower's stock for immediate cancellation and for acquisitions, in each case,
in compliance herewith.

               (k) Further Assurances and Additional Acts. The Borrower shall
execute, acknowledge, deliver, file, notarize and register at its own expense
all such further agreements, instruments, certificates, documents and assurances
and perform such acts as the Agent or the Majority Banks shall reasonably deem
necessary or appropriate to effectuate the purposes of the Loan Documents, and
promptly provide the Agent with evidence of the foregoing satisfactory in form
and substance to the Agent or the Majority Banks.

               (l) Recharacterization of Subordinated Debt. Except in the case
of a conversion of all or any portion of the Subordinated Debt into capital
stock of the Borrower with no payments in cash being made by the Borrower in
connection with such conversion (except for payments made solely in respect of
fractional shares), the Borrower shall, prior to making any repayment,
prepayment, repurchase or redemption on any Subordinated Debt, provide the Agent
with a Compliance Certificate that includes the aggregate amount of such
Subordinated Debt (prior to giving effect to any such repayment, prepayment,
repurchase or redemption) now being included in the calculation of Funded Debt
demonstrating that the Borrower is in compliance with all of its financial
covenants set forth in Section 9.02 hereof both immediately prior to, and will
be in compliance with all such financial covenants immediately after giving
effect to, any such repayment, prepayment, repurchase or redemption.

        SECTION 9.04 Negative Covenants. So long as any of the Obligations shall
remain unpaid or any Bank shall have any Revolving Commitment, the Borrower
agrees that:

               (a) Liens; Negative Pledges. Neither the Borrower nor any
Domestic Subsidiary shall create, incur, assume or suffer to exist any Lien upon
or with respect to any of its properties, revenues or assets, whether now owned
or hereafter acquired, other than Permitted Liens.

               (b) Change in Nature of Business. The Borrower shall not, and
shall not permit any of its Subsidiaries to, engage in any material line of
business substantially different from those lines of business carried on by it
at the date hereof or other businesses incidental or



                                      43.
<PAGE>

reasonably related thereto. Without limiting the generality of the preceding
sentence, the parties hereto agree that this subsection 9.04(b) shall not
operate to prohibit any Permitted Receivables Purchase Facility otherwise
permitted hereunder.

               (c) Restrictions on Fundamental Changes. The Borrower shall not,
and shall not permit any of its Subsidiaries to, merge with or consolidate into,
or acquire all or substantially all of the assets of, any Person, or sell,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets, except that:

                      (i) any of the Borrower's wholly owned Subsidiaries may
        merge with, consolidate into or transfer all or substantially all of its
        assets to another of the Borrower's wholly owned Subsidiaries or to the
        Borrower and in connection therewith such Subsidiary may be liquidated
        or dissolved;

                      (ii) the Borrower or any of its Subsidiaries may sell or
        dispose of assets in accordance with the provisions of subsection
        9.04(d);

                      (iii) the Borrower or any of its Subsidiaries may make any
        investment permitted by subsection 9.04(e);

                      (iv) the Borrower or any of its Subsidiaries may merge
        with or consolidate into any other Person or acquire all or
        substantially all of the assets of another Person, provided that (a) in
        the case of a merger or consolidation, the Borrower is the surviving
        corporation in respect of any merger or consolidation involving the
        Borrower, (b) subject to the preceding clause (a), in the case of a
        merger or consolidation, after giving effect to any such merger or
        consolidation, the surviving entity in respect thereof shall be a wholly
        owned Subsidiary, (c) no such acquisition, merger or consolidation shall
        be made if a Default would exist, or with the giving of notice or a
        passage of time, or both, would come into existence after giving effect
        thereto; and (d) the board of directors of the Person to be acquired has
        approved such acquisition, merger or consolidation; and

                      (v) the Borrower or any of its Subsidiaries may sell,
        transfer or dispose of any Receivables and Receivables Related Assets
        pursuant to any Permitted Receivables Purchase Facility.

               (d) Sales of Assets. Neither the Borrower nor any Guarantor shall
convey, sell, lease, transfer, or otherwise dispose of, or part with control of
(whether in one transaction or a series of transactions) all or any or any
material part of its business, property or assets (including any shares of stock
in any Subsidiary or other Person), whether now owned or hereafter acquired,
except sales or other dispositions of any of the following:

                      (i) any inventory in the ordinary course of business;

                      (ii) any Permitted Investments;



                                      44.
<PAGE>

                      (iii) any assets which have become worn out or obsolete or
        which are promptly being replaced, in the ordinary course of business;

                      (iv) any Receivables and Receivables Related Assets
        pursuant to any Permitted Receivables Purchase Facility;

                      (v) assets constituting the Borrower's design
        services/design foundry operation pursuant to a "spin-off" of the
        capital stock of a Subsidiary owning such operations or similar
        transaction provided that the aggregate value of all such assets sold or
        otherwise disposed of does not exceed, in the aggregate, $156,000,000 ;

                      (vi) the Seely Avenue Campus pursuant to a sale-leaseback
        transaction, provided that such sale is made for fair value and the
        aggregate sales price from such sale is paid in cash;

                      (vii) any other assets to the extent not otherwise
        permitted hereunder; provided that such assets do not constitute
        Substantial Assets and such sale or disposition is made for fair value;
        and provided further, that (A) at the time of any such sale or
        disposition, no Default shall exist or shall result therefrom, (B) the
        aggregate sales price from such sale or disposition shall be paid in
        cash, or, if approved by the board of directors of the Borrower, capital
        stock or debt obligations so long as the aggregate sales price paid in
        capital stock or debt obligations, when added to the non-cash sales
        price of all other assets sold, leased, transferred or otherwise
        disposed of pursuant to this clause (vii) after the Closing Date
        pursuant to this Section 9.04(d)(vii), does not exceed 5% of
        Consolidated Tangible Net Worth measured as of the last day of the then
        most recent fiscal quarter, and (C) no dispositions of accounts or notes
        receivable shall be permitted under this clause (vii) unless in
        connection with the sale of all or substantially all of a business unit,
        division or Subsidiary of the Borrower and such sale is otherwise
        permitted hereunder.

For purposes of clause (vii), a sale, lease, transfer or other disposition of
assets shall be deemed to be of "Substantial Assets" if such assets, when added
to all other assets sold, leased, transferred or otherwise disposed of after the
Closing Date (other than assets sold in the ordinary course of business), shall
exceed 15% of Consolidated Tangible Net Worth measured as of the last day of the
then most recent fiscal quarter.

               (e) Loans and Investments. The Borrower shall not, and shall not
permit any of its Subsidiaries to, purchase or otherwise acquire the capital
stock, assets (constituting a business unit), obligations or other securities of
or any interest in any Person, or otherwise extend any credit to, guarantee the
obligations of or make any additional investments in any Person, other than in
connection with:

                      (i) extensions of credit in the nature of accounts
        receivable, general intangibles or notes receivable arising from the
        licensing of software or the sales of goods or services in the ordinary
        course of business;

                      (ii) investments by the Borrower in the capital stock of
        wholly-owned Subsidiaries, and extensions of credit by the Borrower to
        any of its wholly owned



                                      45.
<PAGE>

        Subsidiaries or by any of its wholly owned direct or indirect
        Subsidiaries to another of its wholly owned direct or indirect
        Subsidiaries or the Borrower, in each case in the ordinary course of
        business;

                      (iii) Permitted Investments;

                      (iv) investments permitted under Section 9.04 (c)(iv);

                      (v) to the extent not otherwise permitted under this
        subsection 9.04(e), additional purchases of, loans to or investments in
        joint ventures or the capital stock, assets, obligations or other
        securities of or interest in other Persons not exceeding 15% of
        Consolidated Tangible Net Worth, measured as of the last day of the then
        most recent fiscal quarter, as to all such investments, loans and
        purchases in the aggregate, provided that (A) in the case of any such
        acquisition or investment the prior, effective written consent or
        approval to such acquisition or investment of the board of directors or
        equivalent governing body of the acquiree is obtained; and (B)
        immediately prior to and after giving effect thereto, no Default shall
        have occurred and be continuing;

                      (vi) investments in the Venture Funds, so long as the
        aggregate unrecovered investment made therein (not counting recoveries
        fairly characterized as income) does not exceed $150,000,000;

                      (vii) investments existing on the Closing Date disclosed
        in Schedule 9.04(e);

                      (viii) investments consisting of the endorsement of
        negotiable instruments for deposit;

                      (ix) investments (including debt obligations) received in
        connection with the bankruptcy or reorganization of customers or
        suppliers and in settlement of delinquent obligations of, and other
        disputes with, customers or suppliers arising in the ordinary course of
        business;

                      (x) extensions of credit in the ordinary course of
        business consisting of (a) compensation of employees, officers and
        directors of the Borrower or a Subsidiary, as the case may be, so long
        as the board of directors of the Borrower or such Subsidiary determines
        that such compensation is in the best interests of the Borrower or such
        Subsidiary, (b) travel advances, employee relocation loans and other
        employee loans and advances, (c) loans to employees, officers or
        directors relating to the purchase of equity securities of the Borrower,
        and (d) other loans to officers and employees approved by the board of
        directors;

                      (xi) investments in connection with any Permitted
        Receivables Purchase Facility; and

                      (xii) investments consisting of shares (or other equity
        interests) held by the Borrower in any Person in connection with any
        "spin-off" or similar transaction contemplated by Section 9.04(d)(v)
        hereof.



                                      46.
<PAGE>

               (f) Transactions with Related Parties. Except in connection with
(i) any Permitted Receivables Purchase Facility otherwise permitted hereunder,
or (ii) investments in Alchemy or SpinCircuit which are otherwise permitted by
subsection (e) above, the Borrower shall not, and shall not permit any of its
Material Subsidiaries to, enter into any transaction, including the purchase,
sale or exchange of property or the rendering of any services, with any
Affiliate, any officer or director thereof or any Person which beneficially owns
or holds 5% or more of the equity securities, or 5% or more of the equity
interest, thereof (a "Related Party"), or enter into, assume or suffer to exist,
or permit any Material Subsidiary to enter into, assume or suffer to exist, any
employment or consulting contract with any Related Party, except a transaction
or contract which is in the ordinary course of the Borrower's or such Material
Subsidiary's business and which, when considered in the aggregate with all such
transactions between the Related Party and the Borrower or such Material
Subsidiary, such aggregate transactions are upon fair and reasonable terms not
less favorable to the Borrower or such Material Subsidiary than it would obtain
in a comparable arm's length transaction (or series of transactions) with a
Person not a Related Party.

               (g) Hazardous Substances. The Borrower shall not, and shall not
permit any of its Material Subsidiaries to, use, generate, manufacture, install,
treat, release, store or dispose of any Hazardous Substances, except in
compliance with all applicable Environmental Laws.

               (h) Accounting Changes. The Borrower shall not, and shall not
suffer or permit any of its Material Subsidiaries to, (i) make any significant
change in accounting treatment or reporting practices, except as required or
permitted by GAAP, or, in respect of any non-U.S. Subsidiary, as required or
permitted by generally accepted accounting principles as then in effect in the
jurisdiction in which such non-U.S. Subsidiary is located or (ii) without the
prior written consent of the Majority Banks (not to be unreasonably withheld),
change its fiscal year or that of any of its consolidated Subsidiaries, except
to change the fiscal year of a Subsidiary acquired in connection with a
permitted acquisition to conform its fiscal year to the Borrower's.

               (i) Restrictions on Upstream Limitations. The Borrower will not,
nor will it permit any of its Subsidiaries to enter into or permit to exist any
arrangement or agreement (excluding this Agreement and the other Loan Documents)
which directly or indirectly restricts the ability of any Subsidiary of the
Borrower to pay or make dividends or distributions in cash or kind to the
Borrower, to make loans, advances or other payments of whatsoever nature to the
Borrower, or to make transfers or distributions of all or any part of its assets
to the Borrower, except to the extent that any such restriction is necessary for
a Subsidiary to comply with adequate capital requirements applicable to such
Subsidiary.

               (j) Restricted Payments. The Borrower will not make any
Restricted Payments except that, (a) so long as no Event of Default has occurred
and is continuing or would exist as a result thereof, the Borrower may make
Distributions and (b) to the extent that prior to the occurrence of any Event of
Default the Borrower has entered into a binding written agreement to make a
Distribution consisting of a capital stock repurchase or redemption, the
Borrower shall be permitted to make such Distribution.



                                      47.
<PAGE>

                                    ARTICLE X
                                EVENTS OF DEFAULT

        SECTION 10.01 Events of Default. Any of the following events which shall
occur shall constitute an "Event of Default":

               (a) Payments. The Borrower shall fail to pay (i) when due any
amount of principal of any Loan or Note, or (ii) within three days after the
date due, any amount of interest on any Loan or Note or any fee or other amount
payable hereunder or under any of the Loan Documents.

               (b) Representations and Warranties. Any representation or
warranty by the Borrower under or in connection with the Loan Documents shall
prove to have been incorrect in any material respect when made or deemed made.

               (c) Failure by Borrower to Perform Certain Covenants. The
Borrower shall fail to perform or observe any term, covenant or agreement
contained in 9.02, subsections (a)(i), (j) or (l) of Section 9.03 or Section
9.04 other than Subsection 9.04(g).

               (d) Failure by Borrower to Perform Other Covenants. (i) The
Borrower shall fail to perform or observe any term, covenant or agreement
contained in Section 9.01(a) and such failure shall remain unremedied for a
period of five (5) Business Days after either (1) a Responsible Officer of the
Borrower knew or reasonably should have known of such failure or (2) the
Borrower receives written notice thereof by the Agent or any Bank; or (ii) the
Borrower shall fail to perform or observe any other term, covenant or agreement
contained in this Agreement or any other Loan Document on its part to be
performed or observed and any such failure shall remain unremedied for a period
of 30 days after either (1) a Responsible Officer of the Borrower knew or
reasonably should have known of such failure or (2) the Borrower receives
written notice thereof by the Agent or any Bank.

               (e) Insolvency; Voluntary Proceedings. The Borrower or any
Material Subsidiary (i) generally fails to pay, or admits in writing its
inability to pay, its debts as they become due, subject to applicable grace
periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
ceases to conduct its business in the ordinary course; (iii) commences any
Insolvency Proceeding with respect to itself; or (iv) takes any action to
effectuate or authorize any of the foregoing; or

               (f) Involuntary Proceedings. (i) Any involuntary Insolvency
Proceeding is commenced or filed against the Borrower or any Material
Subsidiary, or any writ, judgment, warrant of attachment, execution or similar
process, is issued or levied against a substantial part of the Borrower's or any
Material Subsidiary's properties, and any such proceeding or petition shall not
be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded within 60 days
after commencement, filing or levy; (ii) the Borrower or any Material Subsidiary
admits the material allegations of a petition against it in any Insolvency
Proceeding, or an order for relief (or similar order under non-U.S. law) is
ordered in any Insolvency Proceeding; or (iii) the Borrower or any Material
Subsidiary acquiesces in the appointment of a receiver, trustee, custodian,
conservator, liquidator,



                                      48.
<PAGE>

mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business; or

               (g) Default Under Other Indebtedness. (i) The Borrower or any of
its Material Subsidiaries shall fail (A) to make any payment of any principal
of, or interest or premium on, any single Indebtedness (other than in respect of
the Loans) having a principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $10,000,000 (or its equivalent in
another currency) when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue after the
applicable grace or notice period, if any, specified in the agreement or
instrument relating to such Indebtedness as of the date of such failure; or (B)
to perform or observe any term, covenant or condition on its part to be
performed or observed under any agreement or instrument relating to any such
Indebtedness, when required to be performed or observed, or any other event
shall occur or condition shall exist under any such agreement or instrument, and
such failure, event or condition shall continue after the applicable grace or
notice period, if any, specified in such agreement or instrument, if the effect
of such failure, event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness; or (ii) any such
Indebtedness shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment), prior to the stated
maturity thereof; (iii) there occurs under any Rate Contract an Early
Termination Date (as defined in such Rate Contract) resulting from (A) any event
of default under such Rate Contract as to which the Borrower or any Material
Subsidiary is the Defaulting Party (as defined in such Rate Contract) or (B) any
Termination Event (as so defined) as to which the Borrower or any Material
Subsidiary is an Affected Party (as so defined), and, in either event, the Swap
Termination Value owed by the Borrower or such Material Subsidiary as a result
thereof is greater than $10,000,000 (or its equivalent in another currency).

               (h) Judgments. (i) A final judgment or order for the payment of
money in excess of $50,000,000 (or its equivalent in another currency) which is
not fully covered by third-party insurance shall be rendered against the
Borrower or any of its Material Subsidiaries; or (ii) any non-monetary judgment
or order shall be rendered against the Borrower or any Material Subsidiary which
has or would reasonably be expected to have a Material Adverse Effect; and in
each case there shall be any period of 30 consecutive days during which such
judgment continues unsatisfied or during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect.

               (i) ERISA. (i) The Borrower or an ERISA Affiliate shall fail to
satisfy its contribution requirements in an amount in excess of $5,000,000 under
Section 412(c)(11) of the Internal Revenue Code, whether or not it has sought a
waiver under Section 412(d) of the Internal Revenue Code; (ii) in the case of a
Termination Event involving the withdrawal from a Pension Plan of a "substantial
employer" (as defined in Section 4001(a)(2) or Section 4062(e) of ERISA), the
Borrower's or an ERISA Affiliate's proportionate share of that Pension Plan's
Unfunded Accrued Benefits is more than $5,000,000; (iii) in the case of a
Termination Event involving the complete or partial withdrawal from a
Multiemployer Plan, the Borrower or an ERISA Affiliate has incurred a withdrawal
liability in an aggregate amount exceeding $5,000,000; (iv) in the case of a
Termination Event not described in clause (ii) or (iii), the



                                      49.
<PAGE>

Unfunded Accrued Benefits of the relevant Pension Plan or Plans exceed
$5,000,000; (v) a Plan of the Borrower or an ERISA Affiliate that is intended to
be qualified under Section 401(a) of the Internal Revenue Code shall lose its
qualification, and the loss can reasonably be expected to impose on the Borrower
or an ERISA Affiliate liability (for additional taxes, to Plan participants, or
otherwise) in the aggregate amount of $5,000,000 or more; (vi) the commencement
or increase of contributions to, the adoption of, or the amendment of a Plan by,
the Borrower or an ERISA Affiliate shall result in a net increase in unfunded
liabilities to the Borrower or an ERISA Affiliate in excess of $5,000,000; or
(vii) the occurrence of any combination of events listed in clauses (ii) through
(vi) that involves a net increase in aggregate Unfunded Accrued Benefits and
unfunded liabilities in excess of $5,000,000.

               (j) Dissolution, Etc. The Borrower or any of its Material
Subsidiaries shall (i) liquidate, wind up or dissolve (or suffer any
liquidation, wind-up or dissolution), except to the extent expressly permitted
by Section 9.04, (ii) suspend its operations other than in the ordinary course
of business, or (iii) take any corporate or similar action to authorize any of
the actions or events set forth above in this subsection (j).

               (k) Subordination Provisions. The subordination provisions of any
agreement or instrument governing any Indebtedness subordinated to the
Obligations shall for any reason be revoked or invalidated, or otherwise cease
to be in full force and effect, any Person shall contest in any manner the
validity or enforceability thereof or deny that it has any further liability or
obligation thereunder, or the Indebtedness hereunder shall for any reason be
subordinated or shall not have the priority contemplated by this Agreement or
such subordination provisions.

               (l) Mergers and Acquisitions. The Borrower or any Subsidiary
shall acquire or otherwise merge or consolidate with any Person for cash
consideration (in whole or in part), without the prior, effective written
consent or approval to such acquisition, merger or consolidation of the board of
directors or equivalent governing body of such Person.

        SECTION 10.02 Effect of Event of Default. If any Event of Default shall
occur and be continuing, the Agent shall, at the request of, or may, with the
consent of, the Majority Banks, (I) by notice to the Borrower, (A) declare the
Revolving Commitments of the Banks to be terminated, whereupon the same shall
forthwith terminate, and (B) declare the entire unpaid principal amount of the
Loans and the Notes, all interest accrued and unpaid thereon and all other
Obligations to be forthwith due and payable, whereupon the Loans and the Notes,
all such accrued interest and all such other Obligations shall become and be
forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower,
provided that if an event described in Sections 10.01(e) or 10.01(f) shall
occur, the result which would otherwise occur only upon giving of notice by the
Agent to the Borrower as specified in this clause (I) shall occur automatically,
without the giving of any such notice; and (ii) whether or not the actions
referred to in clause (I) have been taken, proceed to enforce all other rights
and remedies available to the Agent and the Banks under the Loan Documents and
applicable law.



                                      50.
<PAGE>

                                   ARTICLE XI
                                    THE AGENT

        SECTION 11.01 Authorization and Action. Each Bank hereby appoints Fleet
as Agent and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers and perform such duties under this Agreement and the
other Loan Documents as are delegated to the Agent by the terms hereof or
thereof, together with such powers as are reasonably incidental thereto. The
duties and obligations of the Agent are strictly limited to those expressly
provided for herein, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or
otherwise exist against the Agent. As to any matters not expressly provided for
by the Loan Documents (including enforcement or collection of the Loan
Documents), the Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Banks, and such instructions shall be binding upon all Banks;
provided, however, that except for action expressly required of the Agent
hereunder, the Agent shall in all cases be fully justified in failing or
refusing to act under any Loan Document unless it shall be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be
incurred by reason of taking or continuing to take any such action, and that the
Agent shall not in any event be required to take any action which exposes the
Agent to liability or which is contrary to any Loan Document or applicable law.
Nothing in any Loan Document shall, or shall be construed to, constitute the
Agent a trustee or fiduciary for any Bank. In performing its functions and
duties hereunder, the Agent shall act solely as the agent of the Banks and does
not assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for the Borrower. Without limiting the
generality of the foregoing, the use of the term "agent" in this Agreement and
the other Loan Documents with reference to the Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

        SECTION 11.02 Limitation on Liability of Agent; Notices; Closing.

               (a) Limitation on Liability of Agent. Neither the Agent nor any
Affiliate thereof nor any of their respective directors, officers, employees or
agents shall be liable for any action taken or omitted to be taken by it or them
under or in connection with any Loan Document, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Agent (i) may treat a Bank as the holder of its Loans for all
purposes hereof unless and until such Bank and its assignee shall have delivered
to the Agent and the Borrower an Assignment and Acceptance Agreement
substantially in the form of Exhibit F (an "Assignment and Acceptance"), and the
Agent receives written notice of the assignment in substantially the form of
Schedule 1 to the Assignment and Acceptance and the other conditions to
assignment set forth in Section 12.09 shall have been satisfied; (ii) may
consult with legal counsel (including counsel to the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; and (iii) shall incur no
liability to any Bank under or in respect of any Loan Document by acting upon
any notice, consent, certificate, telegram, facsimile, telex or teletype
message, statement or other instrument



                                      51.
<PAGE>

or writing believed by it to be genuine and signed or sent by the proper party
or parties or by acting upon any representation or warranty made or deemed to be
made hereunder or under any other Loan Document. Further, the Agent (A) makes no
warranty or representation to any Bank and shall not be responsible to any Bank
for the accuracy or completeness of any information, exhibit or report furnished
under any Loan Document, for any statements, warranties or representations
(whether written or oral) made or deemed made in or in connection with any Loan
Documents; (B) shall have no duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement or any other Loan Document on the part of the Borrower or any other
Person or to inspect the property, books or records of the Borrower or any other
Person; and (C) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency, value or
collectibility of this Agreement or any other Loan Document or of any
collateral.

               (b) Notices. Promptly upon receipt thereof, the Agent shall
forward to each Bank originals or copies, as specified in this Agreement or any
other Loan Document, of all agreements, instruments, opinions, financial
statements, notices and other documents delivered by the Borrower or any other
Person to the Agent pursuant to any Loan Document for distribution to the Banks.
Except for any of the foregoing expressly required to be furnished to the Banks
by the Agent hereunder, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Borrower which may come into the possession of the Agent
or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

               (c) Closing. For purposes of determining compliance with the
conditions specified in Section 7.01, each Bank that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter either sent (or made available) by the Agent
to such Bank for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to
such Bank, unless an officer of the Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Bank
prior to the Closing Date specifying its objection thereto and either such
objection shall not have been withdrawn by notice to the Agent to that effect on
or prior to the Closing Date or, if any Borrowing on the Closing Date has been
requested, the Bank shall not have made available to the Agent on or prior to
the Closing Date the Bank's Pro Rata Share of any Borrowing.

        SECTION 11.03 Agent and Affiliates. With respect to its Revolving
Commitment, the Loans made by it, the Notes issued to it and all other
Obligations owing to it as a Bank, the Agent shall have the same rights and
powers under the Loan Documents as any other Bank and may exercise the same as
though it were not the Agent; and the term "Bank" or "Banks" shall, unless
otherwise expressly indicated, include the Agent in its individual capacity. The
Agent and its Affiliates may accept deposits from, lend money to, act as trustee
under indentures of and generally engage in any kind of business with the
Borrower, and any Affiliate thereof, all as if the Agent were not the Agent
hereunder and without any duty to account therefor to the Banks.

        SECTION 11.04 Notice of Defaults. The Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default hereunder (other than
nonpayment of



                                      52.
<PAGE>

principal of or interest on the Loans or of any fees or any of its costs and
expenses) unless the Agent has actual knowledge thereof or has received notice
in writing from a Bank or the Borrower referring to this Agreement, describing
such event or condition and expressly stating that such notice is a "notice of
default." Should the Agent receive such notice of the occurrence of a Default,
the Agent shall promptly give notice thereof to the Banks. The Agent thereupon
shall take such action with respect to such Default as shall be reasonably
directed by the Majority Banks; provided that, unless and until the Agent shall
have received such directions, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interests of the Banks.

        SECTION 11.05 Non-Reliance on Agent. Each Bank has itself been, and will
continue to be, based on such documents and information as it has deemed
appropriate, solely responsible for making its own independent appraisal of and
investigations into the financial condition, creditworthiness, condition,
affairs, status and nature of the Borrower or any of its Subsidiaries.
Accordingly, each Bank confirms to the Agent that it has not relied, and will
not hereafter rely, on the Agent (I) to check or inquire on such Bank's behalf
into the adequacy, accuracy or completeness of any information provided by the
Borrower or any other Person under or in connection with the Loan Documents or
the transactions herein contemplated (whether or not such information has been
or is hereafter distributed to such Bank by the Agent), or (II) to assess or
keep under review on such Bank's behalf the financial condition,
creditworthiness, condition, affairs, status or nature of the Borrower or any
Subsidiary.

        SECTION 11.06 Indemnification. The Banks agree to indemnify the Agent,
and any Affiliates, directors, officers, employees, agents, counsel and other
advisors (collectively, the "Related Persons") of the Agent (to the extent not
reimbursed by the Borrower), ratably in accordance with the respective Pro Rata
Shares of the Banks, against and hold each of them harmless from any and all
liabilities, obligations, losses, claims, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever, including the reasonable fees and disbursements of counsel to the
Agent (including allocated costs of internal counsel), which may be imposed on,
incurred by, or asserted against the Agent or any such Related Person to be
indemnified, in any way relating to or arising out of the Loan Documents, the
use or intended use of the proceeds of the Loans or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent or
other such Related Person to be indemnified in connection with any of the
foregoing; provided that no Bank shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements to the extent they are found by a final
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Agent, or any other Related Person to be
indemnified.

        SECTION 11.07 Delegation of Duties. The Agent may, in its discretion,
employ from time to time one or more agents or attorneys-in-fact (including any
of the Agent's Affiliates) to perform any of the Agent's duties under the Loan
Documents. The Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care.

        SECTION 11.08 Successor Agent. Subject to the appointment and acceptance
of a successor Agent as provided below, the Agent may resign at any time by
giving 90 days' written



                                      53.
<PAGE>

notice thereof to the Banks and the Borrower. Upon any such resignation, the
Borrower shall have the right to appoint a successor Agent from among the Banks,
with the consent of the Majority Banks (which shall not be unreasonably
withheld), and the Borrower and the Banks shall use their best efforts so to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Borrower and the Majority Banks, and shall have accepted such appointment,
prior to the effective date of the retiring Agent's resignation, the retiring
Agent may, on behalf of the Banks, appoint a successor Agent from among the
Banks. Upon the effectiveness of the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges, duties and
obligations of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations under the Loan Documents. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Article XI shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under the Loan Documents.

        SECTION 11.09 Co-Agents. None of the Banks identified on the facing page
or signature pages of this Agreement as a "co-agent" shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Banks as such. Without limiting the foregoing, none
of the Banks so identified as a "co-agent" shall have or be deemed to have any
fiduciary relationship with any Bank. Each Bank acknowledges that it has not
relied, and will not rely, on any of the Banks so identified in deciding to
enter into this Agreement or in taking or not taking action hereunder.

                                   ARTICLE XII
                                  MISCELLANEOUS

        SECTION 12.01 Amendments and Waivers. Except as otherwise provided
herein or in any other Loan Document, (I) no amendment to any provision of this
Agreement or any of the other Loan Documents shall in any event be effective
unless the same shall be in writing and signed by the Borrower, the Agent and
the Majority Banks (or the Agent with the written consent of the Majority
Banks); and (II) no waiver of any provision of this Agreement or any other Loan
Document, or consent to any departure by the Borrower, shall in any event be
effective unless the same shall be in writing and signed by the Agent and the
Majority Banks (or the Agent with the consent of the Majority Banks). Any such
amendment, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that,
notwithstanding the foregoing provisions of this Section 12.01, any term or
provision of Article XI (other than the provisions of Section 11.08 pertaining
to Borrower consent) may be amended without the agreement or consent of, or
prior notice to, the Borrower; and provided further, however, that, unless in
writing and signed by each of the Banks affected thereby (or by the Agent with
the written consent of each of the Banks affected thereby), no amendment, waiver
or consent shall do any of the following:

                             (A) increase the amount, or extend the stated
               expiration or termination date, of the Revolving Commitments of
               such Bank, except as otherwise provided in subsection 4.01(c)
               with respect to the extension of the Revolving Termination Date
               as provided therein;



                                      54.
<PAGE>

                             (B) reduce the principal of, or interest on, the
               Loans or any fee or other amount payable to such Bank hereunder;

                             (C) postpone any date fixed for any payment in
               respect of principal of, or interest on, the Loans or any fee or
               other amount payable to such Bank hereunder;

                             (D) change the definition of "Majority Banks" or
               any definition or provision of this Agreement requiring the
               approval of Majority Banks or some other specified amount of
               Banks;

                             (E) consent to the assignment or transfer by the
               Borrower of any of its rights and obligations to such Bank under
               the Loan Documents;

                             (F) waive any of the conditions specified in
               Article VII with respect to a Loan to be made by such Bank;

                             (G) amend, modify or waive the provisions of
               Section 6.01, 6.05 or 12.07; or

                             (H) amend, modify or waive the provisions of this
               Section 12.01; and

provided, further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Banks required hereinabove to
take such action, affect the rights, obligations or duties of the Agent under
any Loan Document, and (ii) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed by the parties thereto.

        SECTION 12.02 Notices.

               (a) Notices. All notices and other communications provided for
hereunder and under the other Loan Documents shall, unless otherwise stated
herein, be in writing (including by facsimile transmission followed by a
telephone call by the sender to confirm receipt by the recipient party) and
mailed, sent or delivered to the respective parties hereto at or to their
respective addresses or facsimile numbers set forth in Schedule 2, or at or to
such other address or facsimile number as shall be designated by any party in a
written notice to the other parties hereto (or, in the case of a Bank, to the
Agent and the Borrower). All such notices and communications shall be effective
(i) if delivered by hand, when delivered; (ii) if sent by mail, upon the earlier
of the date of receipt and five Business Days after deposit in the mail, first
class (or air mail, with respect to communications to be sent to or from the
United States), postage prepaid; and (iii) if sent by facsimile transmission,
upon verbal confirmation of receipt by the recipient party; provided, however,
that notices and communications to the Agent shall not be effective until
received.

               (b) Facsimile and Telephonic Notice. The Borrower acknowledges
and agrees that the agreement of the Agent and the Banks herein and in any other
Loan Document to receive certain notices by telephone and facsimile is solely
for the convenience and at the request of the Borrower. The Agent and the Banks
shall be entitled to rely on the authority of any



                                      55.
<PAGE>

Person purporting to be a Person authorized by the Borrower to give such notice
and the Agent and the Banks shall not have any liability to the Borrower or any
other Person on account of any action taken or not taken by the Agent and the
Banks in reliance upon such telephonic or facsimile notice. The obligation of
the Borrower to repay the Loans and the other Obligations shall not be affected
in any way or to any extent by any failure by the Agent and the Banks to receive
written confirmation of any telephonic or facsimile notice or the receipt by the
Agent and the Banks of a confirmation which is at variance with the terms
understood by the Agent and the Banks to be contained in the telephonic or
facsimile notice.

        SECTION 12.03 No Waiver; Cumulative Remedies. No failure on the part of
the Agent or any Bank to exercise, and no delay in exercising, any right,
remedy, power or privilege under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, remedy,
power or privilege preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights and remedies
under the Loan Documents are cumulative and not exclusive of any rights,
remedies, powers and privileges that may otherwise be available to the Agent or
any Bank.

        SECTION 12.04 Costs and Expenses; Indemnification.

               (a) Costs and Expenses. The Borrower agrees to pay not later than
30 days after written demand therefor, including a statement of account, whether
or not the transactions contemplated hereby shall be consummated:

                      (i) the reasonable out-of-pocket costs and expenses of the
        Agent and any of its Affiliates, and the reasonable fees and
        disbursements of outside counsel to the Agent, in connection with the
        negotiation, preparation, execution, delivery and syndication of the
        Loan Documents, and any amendments, modifications or waivers requested
        by the Borrower of the terms thereof; and

                      (ii) all costs and expenses of the Agent, its Affiliates
        and the Banks, and fees and disbursements of counsel (including
        allocated costs of internal counsel), in connection with (a) any
        Default, (b) the enforcement or attempted enforcement of, and
        preservation of any rights or interests under, the Loan Documents, and
        (c) any out-of-court workout or other refinancing or restructuring or
        any bankruptcy case, including any losses, costs and expenses sustained
        by the Agent and any Bank as a result of any failure by the Borrower to
        perform or observe its obligations contained in the Loan Documents.

               (b) Indemnification. Whether or not the transactions contemplated
hereby shall be consummated, the Borrower hereby agrees to indemnify the Agent,
each Bank and any Related Person thereof (each an "Indemnified Person") against,
and hold each of them harmless from, any and all liabilities, obligations,
losses, claims, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever, including the reasonable fees
and disbursements of counsel to an Indemnified Person (including allocated costs
of internal counsel), which may be imposed on, incurred by, or asserted against
any Indemnified Person, (i) in any way relating to or arising out of any of the
Loan Documents, the use or intended use of the proceeds of the Loans, or the
transactions contemplated hereby, provided that each Bank acknowledges that such
Bank is not, as of the Closing Date, aware of any such claims



                                      56.
<PAGE>

being asserted against such Bank on or prior to the Closing Date; (ii) with
respect to any investigation, litigation or other proceeding relating to any of
the foregoing, irrespective of whether the Indemnified Person shall be
designated a party thereto, or (iii) in any way relating to or arising out of
the use, generation, manufacture, installation, treatment, storage or presence,
or the spillage, leakage, leaching, migration, dumping, deposit, discharge,
disposal or release, at any time, of any Hazardous Substances on, under, at or
from any Premises, including any personal injury or property damage suffered by
any Person, and any investigation, site assessment, environmental audit,
feasibility study, monitoring, clean-up, removal, containment, restoration,
remedial response or remedial work undertaken by or on behalf of the any
Indemnified Person at any time, voluntarily or involuntarily, with respect to
the Premises (the "Indemnified Liabilities"); provided that the Borrower shall
not be liable to any Indemnified Person for any portion of such Indemnified
Liabilities to the extent they are found by a final decision of a court of
competent jurisdiction to have resulted from such Indemnified Person's gross
negligence or willful misconduct. Subject to the preceding proviso, if and to
the extent that the foregoing indemnification is for any reason held
unenforceable, the Borrower agrees to make the maximum contribution to the
payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.

               (c) Other Charges. The Borrower agrees to indemnify the Agent and
each of the Banks against and hold each of them harmless from any and all
present and future stamp, transfer, documentary and other such taxes, levies,
fees, assessments and other charges made by any jurisdiction by reason of the
execution, delivery, performance and enforcement of the Loan Documents.

        SECTION 12.05 Right of Set-Off. Upon the occurrence and during the
continuance of any Event of Default, each Bank hereby is authorized, to the
extent permitted by applicable statute, at any time and from time to time,
without notice to the Borrower (any such notice being expressly waived by the
Borrower), to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other indebtedness at any
time owing by such Bank to or for the credit or the account of the Borrower
against any and all of the Obligations of the Borrower now or hereafter existing
under this Agreement and the other Loan Documents, irrespective of whether or
not such Bank shall have made any demand under this Agreement or any such other
Loan Document and although such Obligations may be unmatured. Each Bank agrees
promptly to notify the Borrower (through the Agent) after any such set-off and
application made by such Bank; provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of
each Bank under this Section 12.05 are in addition to other rights and remedies
(including other rights of set-off) which such Bank may have.

        SECTION 12.06 Survival. All covenants, agreements, representations and
warranties made in any Loan Documents shall, except to the extent otherwise
provided therein, survive the execution and delivery of this Agreement, the
making of the Loans and the execution and delivery of the Notes, and shall
continue in full force and effect so long as the Banks have any Revolving
Commitments, any Loans remain outstanding or any other Obligations remain unpaid
or any obligation to perform any other act under any Loan Document remains
unsatisfied. Without limiting the generality of the foregoing, the obligations
of the Borrower under Sections 5.02, 5.03, 6.03 and 12.04, and of the Banks
under Sections 6.03 and 11.06, and all



                                      57.
<PAGE>

similar obligations under the other Loan Documents (including all obligations to
pay costs and expenses and all indemnity obligations), shall survive the
repayment of the Loans and the termination of the Revolving Commitments.

        SECTION 12.07 Obligations Several. The obligations of the Banks under
the Loan Documents are several. The failure of any Bank or the Agent to carry
out its obligations thereunder shall not relieve any other Bank or the Agent of
any obligation thereunder, nor shall any Bank or the Agent be responsible for
the obligations of, or any action taken or omitted by, any other Person
hereunder or thereunder. Nothing contained in any Loan Document shall be deemed
to cause any Bank or the Agent to be considered a partner of or joint venturer
with any other Bank or Banks, the Agent or the Borrower.

        SECTION 12.08 Benefits of Agreement. The Loan Documents are entered into
for the sole protection and benefit of the parties hereto and their successors
and assigns, and no other Person other than Affiliates of the Agent and the
Related Persons referred to in Sections 11.06, 12.04 and 12.14 shall be a direct
or indirect beneficiary of, or shall have any direct or indirect cause of action
or claim in connection with, any Loan Document.

        SECTION 12.09 Binding Effect; Assignment; Increase in Total Commitment.

               (a) Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the Agent and when the Agent shall
have been notified by each Bank that such Bank has executed it and thereafter
shall be binding upon, inure to the benefit of and be enforceable by the
Borrower, the Agent and each Bank and their respective successors and assigns.

               (b) Assignment. The Borrower shall not have the right to assign
its rights and obligations hereunder or under the other Loan Documents or any
interest herein or therein without the prior written consent of the Banks. Each
Bank may sell, assign, transfer or grant participations in all or any portion of
such Bank's rights and obligations hereunder and under the other Loan Documents
to any Bank or Eligible Assignee on the basis set forth below in this subsection
(b).

                      (i) Any Bank may, with the written consent of the Borrower
        and the Agent (which in each case shall not be unreasonably withheld),
        at any time assign and delegate to one or more Eligible Assignees all,
        or any ratable part of all, of the Revolving Loans and Revolving
        Commitment, or the Term Loans, as the case may be, and the other rights
        and obligations of such Bank hereunder; provided, however, that (A) no
        consent of the Borrower shall be required during the existence of an
        Event of Default; (B) no consent of the Borrower or the Agent shall be
        required in connection with any assignment and delegation by a Bank to
        an Eligible Assignee that is another Bank or an Affiliate of such Bank
        or an Approved Fund; and (C) except in connection with an assignment of
        all of a Bank's rights and obligations with respect to its Revolving
        Commitment and Loans, any such assignment to an Eligible Assignee that
        is not a Bank hereunder shall be equal to or greater than $7,500,000.



                                      58.
<PAGE>

                      (ii) In the event of any such assignment, unless and until
        (A) an Assignment and Acceptance and notice of assignment shall have
        been delivered pursuant to clause (i) of Section 11.02(a), (B) the Agent
        shall have received payment of an administrative transfer charge in the
        amount of $3,500 from the assigning Bank (unless the assignee shall
        otherwise agree to pay such charge), and (C) the Agent and the Borrower
        shall have received all tax forms and documents required under Section
        6.03(d), such assignee shall not be entitled to exercise the rights of a
        Bank under this Agreement and the other Loan Documents with respect to
        such assignment and the Agent shall not be obligated to make payment of
        any amount to which such assignee may become entitled thereunder other
        than to the assigning Bank. Subject to satisfaction of the foregoing
        conditions in connection with any assignment, upon the effectiveness of
        such assignment, the assignee shall be deemed a "Bank" for all purposes
        of this Agreement and the other Loan Documents with respect to the
        rights and obligations assigned to it, and the assigning Bank shall, to
        the extent that rights and obligations hereunder and under the other
        Loan Documents have been assigned by it pursuant to such Assignment and
        Acceptance, relinquish its rights and be released from its obligations
        under the Loan Documents; provided, however, that the assigning Bank
        shall not relinquish its rights under Article V or under Sections 6.03
        and 12.04 to the extent such rights relate to the time prior to the
        effective date of the Assignment and Acceptance.

                      (iii) In connection with any partial assignment, upon the
        request of the assigning Bank or the assignee, (A) the Borrower shall
        execute and deliver substitute Notes to the assigning Bank or the
        assignee, dated the effective date of such assignment, setting forth the
        respective Revolving Commitment, or Term Loans, as the case may be, of
        such assigning Bank and assignee as the respective maximum principal
        amounts thereof, and containing other appropriate insertions, and the
        assigning Bank shall thereupon return the Notes previously held by it;
        and (B) Schedules 1 and 2 shall be deemed amended to reflect the
        adjustment of the Revolving Commitments and Pro Rata Shares of the Banks
        resulting therefrom and the Lending Office, if any, and address for
        notices of the assignee.

                      (iv) In the event of any grant of a participation, the
        granting Bank shall remain a "Bank" for purposes of this Agreement, the
        Borrower, the other Banks and the Agent shall continue to deal solely
        and directly with such Bank in connection with this Agreement and the
        other Loan Documents, and no Bank shall transfer or grant any
        participating interest under which the participant shall have rights to
        approve any amendment to, or any consent or waiver with respect to, this
        Agreement or any other Loan Document, except to the extent such
        amendment, consent or waiver would require the consent of the Bank
        granting such participation as described in the second proviso to
        Section 12.01 or the unanimous consent of all of the Banks as described
        in the third proviso to Section 12.01. In the case of any such
        participation, the participant shall not have any of the rights of a
        Bank under this Agreement or the other Loan Documents, except that the
        participant shall (A) be deemed to have a right of setoff under Section
        12.05 in respect of its participation to the same extent as if it were a
        "Bank" hereunder, provided that such participant shall also be
        considered a "Bank" for purposes of Section 6.05; and (B) such
        participant shall also be entitled to the benefits of Sections 5.02,
        5.03, 6.03 and 12.04, provided that any amounts payable under Sections
        5.03 or



                                      59.
<PAGE>

        6.03 to any participant shall not exceed the amounts which would have
        been payable by the Borrower thereunder to the Bank granting such
        participation.

                      (v) The Borrower agrees that in connection with any such
        grant or assignment, such Bank may deliver to the prospective
        participant or assignee financial statements and other relevant
        information relating to the Borrower and its Subsidiaries.

                      (vi) Each Bank shall obtain from any such prospective
        participant or assignee a confidentiality agreement in which such
        participant or assignee agrees to an obligation of confidentiality
        substantially similar to the terms of Section 12.14.

                      (vii) Notwithstanding any other provision in this
        Agreement, any Bank may at any time create a security interest in, or
        pledge, all or any portion of its rights under and interest in this
        Agreement and any Note held by it in favor of any Federal Reserve Bank
        in accordance with Regulation A of the FRB or U.S. Treasury Regulation
        31 CFR Section 203.14, and such Federal Reserve Bank may enforce such
        pledge or security interest in any manner permitted under applicable
        law.

               (c) Accession. (i) At any time from the Closing Date through
October 9, 2002 (but not thereafter), the Borrower may request that the Total
Commitment be increased in accordance with the terms of this Section 12.09(c).
In connection with such an increase, except as otherwise provided herein, Allied
Irish Banks, p.l.c. (the "Acceding Bank") may, at the request of the Borrower
(such request being hereinafter referred to as a "Commitment Increase Notice"),
become party to this Agreement by entering into an Instrument of Accession in
substantially the form of Exhibit H hereto (an "Instrument of Accession") with
the Borrower and the Agent and assuming thereunder a Revolving Commitment in an
amount to be agreed upon by the Borrower and the Acceding Bank, to make
Revolving Loans to the Borrower and the Total Commitment shall thereupon be
increased by the amount of the Acceding Bank's Revolving Commitment, provided,
however that in no event shall the Total Commitment be increased under any one
or more of such Instruments of Accession so as to exceed, in the aggregate,
$200,000,000 minus the aggregate amount of all reductions in the Total
Commitment under this Agreement previously made pursuant to Section 4.01(a) or
(b) hereof. Based upon the Commitment Increase Notice, the Agent shall notify
the Borrower, the Acceding Bank and the Banks immediately prior to the proposed
effective date of any such increase in the Total Commitment of the amount of
each Bank's and the Acceding Bank's Revolving Commitment (the "Effective
Commitment Amount") and its percentage of the Total Commitment and the amount of
the Total Commitment, which amounts shall be effective on the date specified in
such notice subject to the conditions set forth herein. Any increase in the
Total Commitment under this Agreement shall be subject to the following
conditions precedent: (i) as of the date of the Commitment Increase Notice and
as of the proposed effective date of the increase in the Total Commitment under
this Agreement, all representations and warranties shall be true and correct in
all material respects as though made on such date (unless such representation
and warranty is made as of a specific date, in which case, such representation
and warranty shall be true and correct as of such date) and no event shall have
occurred and then be continuing which constitutes a Default or Event of Default
under this Agreement; and (ii) the Borrower, the Agent and each Acceding Bank
shall have agreed to provide a "Revolving Commitment" in support of such
increase in the Total Commitment under this Agreement, shall have executed and
delivered



                                      60.
<PAGE>

the Instrument of Accession. Upon satisfaction of the conditions precedent to
any increase in the Total Commitment under this Agreement, the Agent shall
promptly advise the Borrower and each Bank of the effective date of such
increase. Upon the effective date of any increase in the Total Commitment under
this Agreement that is supported by an Acceding Bank, such Acceding Bank shall
be a party to this Agreement as a Bank and shall have the rights and obligations
of a Bank hereunder. In addition, on such effective date, the Agent shall
replace the existing Schedule 1 attached hereto with the revised Schedule 1
reflecting such new Total Commitment and each Bank's Revolving Commitment.
Nothing contained herein shall constitute, or otherwise be deemed to be, a
commitment on the part of any Bank to increase its Commitment hereunder.

        (ii) For purposes of this paragraph (ii), (A) the term "Buying
Lender(s)" shall mean (1) each Bank the Effective Commitment Amount of which is
greater than its Revolving Commitment prior to the effective date of any
increase in the Total Commitment under this Agreement and (2) each Acceding Bank
that is allocated an Effective Commitment Amount in connection with any
Commitment Increase Notice and (B) the term "Selling Lender(s)" shall mean each
Bank whose Revolving Commitment under this Agreement is not being increased from
that in effect prior to such increase in the Total Commitment under this
Agreement as the case may be. Effective on the effective date of any increase in
the Total Commitment under this Agreement pursuant to paragraph (i) above, each
Selling Lender hereby sells, grants, assigns and conveys to each Buying Lender,
without recourse, warranty or representation of any kind, except as specifically
provided herein, an undivided percentage in such Selling Lender's right, title
and interest in and to its outstanding Revolving Loans in the respective amounts
and percentages necessary so that, from and after such sale, each such Selling
Lender's outstanding Revolving Loans shall equal such Selling Lender's pro rata
share (calculated based upon the Effective Commitment Amounts) of the
outstanding Revolving Loans under this Agreement as applicable. Effective on the
effective date of any increase in the Total Commitment under this Agreement
pursuant to paragraph (i) above, each Buying Lender hereby purchases and accepts
such grant, assignment and conveyance from the Selling Lenders. Each Buying
Lender hereby agrees that its respective purchase price for the portion of the
outstanding Revolving Loans purchased hereby shall equal the respective amount
necessary so that, from and after such payments, each Buying Lender's
outstanding Revolving Loans shall equal such Buying Lender's pro rata share
(calculated based upon the Effective Commitment Amounts) of the outstanding
Revolving Loans under this Agreement. Such amount shall be payable on the
effective date of the increase in the Total Commitment under this Agreement by
wire transfer of immediately available funds to the Agent. The Agent, in turn,
shall wire transfer any such funds received to the Selling Lenders, in same day
funds, for the sole account of the Selling Lenders. Each Selling Lender hereby
represents and warrants to each Buying Lender that such Selling Lender owns the
Revolving Loans being sold and assigned hereby for its own account and has not
sold, transferred or encumbered any or all of its interests in such Revolving
Loans, except for participations which will be extinguished upon payment to the
Selling Lender of any amount equal to the portion of the outstanding Revolving
Loans being sold by such Selling Lender. Each Buying Lender hereby acknowledges
and agrees that, except for such Selling Lender's representations and warranties
contained in the foregoing sentence, each such Buying Lender has entered into
its Instrument of Accession with respect to such increase on the basis of its
own independent investigation and has not relied upon, and will not rely upon,
any explicit or implicit written or oral representation, warranty or other
statement of the Banks or the Agent concerning the authorization, execution,
legality, validity, effectiveness, genuineness,



                                      61.
<PAGE>

enforceability or sufficiency of this Agreement or the other Loan Documents. The
Borrower hereby agrees to compensate each Selling Lender for all losses,
expenses and liabilities incurred by each Bank in connection with the sale and
assignment of any Eurodollar Rate Loans hereunder on the terms and in the manner
set forth in Section 5.02 hereof.


        SECTION 12.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

        SECTION 12.11 Submission to Jurisdiction.

               (a) Submission to Jurisdiction. The Borrower hereby (i) submits
to the non-exclusive jurisdiction of the courts of the State of New York and the
Federal courts of the United States sitting in the State of New York for the
purpose of any action or proceeding arising out of or relating to the Loan
Documents, (ii) agrees that all claims in respect of any such action or
proceeding may be heard and determined in such courts, (iii) irrevocably waives
(to the extent permitted by applicable law) any objection which it now or
hereafter may have to the laying of venue of any such action or proceeding
brought in any of the foregoing courts, and any objection on the ground that any
such action or proceeding in any such court has been brought in an inconvenient
forum and (iv) agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner permitted by law.

               (b) No Limitation. Nothing in this Section 12.11 shall limit the
right of the Agent or the Banks to bring any action or proceeding against the
Borrower or its property in the courts of other jurisdictions.

        SECTION 12.12 Waiver of Jury Trial. THE BORROWER, THE BANKS AND THE
AGENT HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, THE BANKS AND THE
AGENT HEREBY AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. WITHOUT IN ANY WAY LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM, OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. A COPY OF THIS



                                      62.
<PAGE>

SECTION 12.12 MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE WAIVER OF
THE RIGHT TO TRIAL BY JURY AND CONSENT TO TRIAL BY COURT.

        SECTION 12.13 Limitation on Liability. No claim shall be made by the
Borrower or its Affiliates against the Agent, the Banks or any of their
respective Related Persons for any special, indirect, exemplary, consequential
or punitive damages in respect of any breach or wrongful conduct (whether or not
the claim therefor is based on contract, tort or duty imposed by law), in
connection with, arising out of or in any way related to the transactions
contemplated by the Loan Documents or any act or omission or event occurring in
connection therewith; and the Borrower hereby waives, releases and agrees not to
sue upon any such claim for any such damages, whether or not accrued and whether
or not known or suspected to exist in its favor.

        SECTION 12.14 Confidentiality. Each Bank and the Agent shall hold all
non-public information relating to the Borrower and its Subsidiaries obtained by
it under this Agreement in accordance with its customary procedures for handling
confidential information of this nature, except for: (i) disclosure to its
Affiliates or to its counsel or to any agent or advisor acting on its behalf in
connection with the negotiation, execution or performance of the Loan Documents;
(ii) disclosure as reasonably required in connection with a transfer to a
prospective assignee or participant of all or part of its Loans or Revolving
Commitment or any participation therein, as provided in Section 12.09(b); (iii)
disclosure as may be required or requested by any Governmental Authority or
representative thereof or pursuant to legal process; (iv) disclosure to any
Person and in any proceeding necessary in such Bank's or the Agent's judgment to
protect its interests in connection with any claim or dispute involving such
Bank or the Agent; and (v) any other disclosure with the prior written consent
of the Borrower. Prior to any disclosure by any Bank or the Agent of such
non-public information permitted under clause (iii) (other than in connection
with an examination of the financial condition of such Bank, the Agent or any of
their Affiliates by any Governmental Authority), it shall, if permitted by
applicable laws or judicial order, notify the Borrower of such pending
disclosure. In no event shall any Bank or the Agent be obligated or required to
return any materials furnished by the Borrower or its Subsidiaries.
Notwithstanding the foregoing, such obligation of confidentiality shall not
apply if the information or substantially similar information (a) is rightfully
received by any Bank or the Agent from a Person other than the Borrower or any
of its Affiliates without such Bank or the Agent being under an obligation to
such Person not to disclose such information, or (b) is or becomes part of the
public domain.

        SECTION 12.15 Entire Agreement. The Loan Documents reflect the entire
agreement among the Borrower, the Banks and the Agent with respect to the
matters set forth herein and therein and supersede any prior agreements,
Revolving Commitments, drafts, communications, discussions and understandings,
oral or written, with respect thereto.

        SECTION 12.16 Severability. Whenever possible, each provision of the
Loan Documents shall be interpreted in such manner as to be effective and valid
under all applicable laws and regulations. If, however, any provision of any of
the Loan Documents shall be prohibited by or invalid under any such law or
regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed
modified to conform to the minimum requirements of such law or regulation, or,
if for any reason it is not deemed so modified, it shall be ineffective and
invalid



                                      63.
<PAGE>

only to the extent of such prohibition or invalidity without affecting the
remaining provisions of such Loan Document, or the validity or effectiveness of
such provision in any other jurisdiction.

        SECTION 12.17 Counterparts This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.

                            [SIGNATURE PAGES FOLLOW.]



                                      64.
<PAGE>

               IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.

                                        THE BORROWER

                                        CADENCE DESIGN SYSTEMS, INC.



                                        By          s/ Charles H. Eldredge
                                            ------------------------------------
                                            Name:   Charles H. Eldredge
                                            Title:  Vice President and Treasurer

<PAGE>

                                        THE AGENT

                                        FLEET NATIONAL BANK, AS AGENT



                                        By            s/ Debra E. DelVecchio
                                              ----------------------------------
                                              Name:   Debra E. DelVecchio
                                              Title:  Director




                                 Attachment A-2
<PAGE>

                                        THE BANKS

                                        FLEET NATIONAL BANK, AS A BANK



                                        By            s/ Debra E. DelVecchio
                                              ----------------------------------
                                              Name:   Debra E. DelVecchio
                                              Title:  Director



                                 Attachment A-3

<PAGE>

                                        BNP/PARIBAS



                                        By            s/ Stuart Darby
                                              ----------------------------------
                                              Name:   Stuart Darby
                                              Title:  Vice President

                                        By            s/ Richard Ong Pho
                                              ----------------------------------
                                              Name:   Richard Ong Pho
                                              Title:  Associate



                                 Attachment A-4

<PAGE>

                                        JPMORGAN CHASE BANK



                                        By            s/ David F. Gibbs
                                              ----------------------------------
                                              Name:   David F. Gibbs
                                              Title:  Vice President



                                 Attachment A-5

<PAGE>

                                        KEY CORPORATE CAPITAL, INC.



                                        By            s/ Robert W. Boswell
                                              ----------------------------------
                                              Name:   Robert W. Boswell
                                              Title:  Vice President

<PAGE>

                                        THE BANK OF NOVA SCOTIA



                                        By            s/ Chris Johnson
                                              ----------------------------------
                                              Name:   Chris Johnson
                                              Title:  Managing Director &
                                                      Industry Head

<PAGE>

                                        BARCLAYS BANK PLC



                                        By            s/ Nicholas A. Bell
                                              ----------------------------------
                                              Name:   Nicholas A. Bell
                                              Title:  Director Loan Transaction
                                                      Management

<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION



                                        By            s/ Douglas A. Rich
                                              ----------------------------------
                                              Name:   Douglas A. Rich
                                              Title:  Vice President

<PAGE>

                                        WELLS FARGO BANK, NATIONAL ASSOCIATION



                                        By            s/ Roger Fleischmann
                                              ----------------------------------
                                              Name:   Roger Fleischmann
                                              Title:  Senior Vice President

                                        By            s/ Lauren Downum
                                              ----------------------------------
                                              Name:   Lauren Downum
                                              Title:  Vice President

<PAGE>

                                        BANK OF AMERICA, N.A.



                                        By            s/ Sugeet Manchanda
                                              ----------------------------------
                                              Name:   Sugeet Manchanda
                                              Title:  Principal

<PAGE>

                                        BANK ONE, NA



                                        By            s/ Joseph R. Perdenza
                                              ----------------------------------
                                              Name:   Joseph R. Perdenza
                                              Title:  Director

<PAGE>

                                        MELLON BANK, N.A.



                                        By             s/ J. Cate
                                              ----------------------------------
                                              Name:   J. Cate
                                              Title:  Vice President

<PAGE>

                                        UBS AG, STAMFORD BRANCH



                                        By            s/ Luke Goldsworthy
                                              ----------------------------------
                                              Name:   Luke Goldsworthy
                                              Title:  Associate Director
                                                      Banking Products Services,
                                                      US

                                        By            s/ Patricia O'Kicki
                                              ----------------------------------
                                              Name:   Patricia O'Kicki
                                              Title:  Director
                                                      Banking Products Services


</TEXT>
</DOCUMENT>
