NETWORKS ASSOCIATES INC/
UMBRELLA CREDIT FACILITY OF REGISTRANT
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<TYPE>EX-10.36
<SEQUENCE>2
<FILENAME>d14304exv10w36.txt
<DESCRIPTION>UMBRELLA CREDIT FACILITY OF REGISTRANT
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[ABN AMRO BANK N.V. LOGO]                                          Exhibit 10.36

                                            101 California Street, Suite 4300
                                            San Francisco, California 94111-5812
                                            U.S.A.
Date: April 15, 2004

Networks Associates, Inc., doing business as
Network Associates, Inc.
3965 Freedom Circle
11th Floor
Santa Clara, CA 95054

Ladies and Gentlemen:

As discussed, we are pleased to advise you that we have approved subject to the
conditions outlined in this letter, an uncommitted umbrella credit facility (the
"Uncommitted Facility") to your company (the "Company") and to those branches,
subsidiaries and affiliates of the Company set forth on Exhibit A attached
hereto (each, a "Designation of Borrower(s)") and as otherwise approved in
accordance with this letter (the Company and all such approved branches,
subsidiaries and affiliates are referred to herein, individually, as a
"Borrower" and, collectively, as the "Borrowers"). A Borrower's request under
this Facility may be granted at the Bank's sole discretion.

The Uncommitted Facility is available on an "offering basis," meaning that
transactions hereunder, if any, will be on such terms and conditions, including,
but not limited to, interest rate, maturity, representations, covenants and
events of default, as shall be mutually agreed between the Company and the Bank
at the time of each specific transaction.

         1. LIMIT: U.S. $16,500,000 or the equivalent thereof in other
currencies as specified in paragraph 5 below. This is the aggregate maximum
principal amount at any one time outstanding for all Borrowers.

         2. UTILIZATION, AVAILABILITY AND COMPLIANCE WITH LAW: It is intended
that the Uncommitted Facility be used for short term credit facilities, with
terms of one year or less. Loans and/or other credit facilities may be made
available to the Company and/or to other Borrowers by our office and/or by other
specified branches, agencies, subsidiaries or affiliates of our bank
(collectively, "Lending Branches" and each, a "Lending Branch"). Credit
facilities made available to individual Borrowers are referred to herein,
individually, as a "Subfacility" and, collectively, as "Subfacilities". The
nature, terms and conditions of the specific types of Subfacilities which may be
extended by a particular Lending Branch to a particular Borrower, whether loans,
overdraft facilities, letters of credit, discounting facilities, bankers
acceptance financing, foreign exchange contracts or any of the many other short
term facilities which the Bank and its affiliates are able to offer to its
clients, must be mutually agreed to between the respective Borrower and Lending
Branch. No commitment by us or any other Lending Branch to make available any
specific Subfacility is hereby intended. In addition, and notwithstanding any
such mutual agreement, the availability of any Subfacility from any Lending
Branch is at all times subject to local availability of funds (domestic or
foreign) and to compliance by such Lending Branch with all laws, regulations and
governmental policies applicable to such Lending Branch (in each case as
determined by such Lending Branch). Moreover, each Subfacility is subject to all
applicable exchange control restrictions, and it will be the applicable
Borrower's responsibility to obtain any necessary or appropriate foreign
exchange license. We urge each Borrower to consult the applicable Lending Branch
in this regard, however, as it may well be able to give advice and assistance.

         3. ESTABLISHMENT OF SUBFACILITY: You will notify us whenever you desire
to establish a Subfacility for one of your branches, subsidiaries or affiliates
set forth on your current Designation of Borrower(s). In addition, you will
deliver to us a revised Designation of Borrower(s) whenever you desire to
establish a Subfacility for one of your branches, subsidiaries or affiliates not
identified on your current Designation of Borrower(s). Upon receipt of such
notice and, if appropriate, a revised Designation of Borrower(s), we will
contact the appropriate Lending Branch, make a preliminary determination of
whether it is in a position to provide the Subfacility requested and, if it is,
arrange appropriate direct contact between the proposed Borrower and such
Lending Branch.

         4. PRICING: Pricing of each Subfacility shall be mutually agreed to by
the applicable Borrower and Lending Branch.

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[ABN AMRO BANK N.V. LOGO]

         5. FOREIGN EXCHANGE FLUCTUATIONS: The Uncommitted Facility and
individual Subfacilities may be used in any one or more freely transferable and
convertible currencies. If, by reason or foreign exchange fluctuations, the
aggregate liabilities of the Borrowers to the Lending Branches shall exceed the
maximum principal amount specified above (as calculated by us, based on our spot
rates from time to time for the relevant currencies), we will so inform you and
you will arrange to reduce the aggregate liabilities of all Borrowers to all
Lending Branches to or below the limit specified above no later than five days
following receipt of such notice.

         6. DOCUMENTATION: Each Lending Branch will determine the documentation
that it requires from each applicable Borrower, which shall include, without
limitation, appropriate evidence of (i) such Borrower's corporate authority to
enter into the contemplated transaction(s), (ii) the authority of the individual
officers who have acted and will act on behalf of such Borrower, and (iii) the
authenticity of the signatures of those officers. Each Borrower will provide to
each applicable Lending Branch such financial statements as such Lending Branch
may reasonably require. Prior to the establishment of any Subfacility with a
Borrower other than the Company, the Company will deliver to us a guaranty in
the form of EXHIBIT B hereto and appropriate evidence of its corporate authority
to (a) enter into the loan and guaranty transactions hereby contemplated, (b)
the authority of the individual officers who have acted and will act on behalf
of the Company, and (c) the authenticity of the signatures of those officers. If
you wish us to provide forms covering these matters, we will do so at your
request or, in the alternative, we will be pleased to evaluate your forms.

         7. FINANCIAL REPORTING. It is the Bank's policy to review each of the
Bank's facilities periodically in order to consider their continued
availability. The Bank requests, therefore, that the Company provide it with
regular financial statements as soon as they are available. The Bank must
receive audited annual financial statements within 120 days of the end of each
fiscal year, quarterly financial statements within 90 days of the end of each of
the Company's first three fiscal quarters, and such other financial statements
as the Company prepares from time to time. This obligation may be satisfied by
making such statements available by filing with the SEC, so long as such filing
is accessible via the Internet.

         8. OFFERING BASIS. Nothing in this letter shall require the Bank to
make any loan, issue any letter of credit or make any other financial
accommodations to the Company.

         9. CANCELLATION. THE BANK MAY ELECT TO TERMINATE THIS FACILITY AT ANY
TIME FOR ANY REASON UPON PROVIDING WRITTEN NOTICE TO THE COMPANY. SUCH ELECTION
SHALL NOT AFFECT THE PARTIES' OBLIGATIONS UNDER SPECIFIC TRANSACTIONS ENTERED
INTO PRIOR TO SUCH TERMINATION.

                                            Very truly yours,

                                            ABN AMRO BANK N.V.

                                            By: /s/ Panida Wongchantara
                                                --------------------------------
                                            Title: Vice President
                                                   -----------------------------

                                            By: /s/ Antony E. Budiman
                                                --------------------------------
                                            Title: Assistant Vice President
                                                   -----------------------------

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                                    Exhibit A

                             DESIGNATION OF BORROWER


Date: April 15, 2004

ABN AMRO Bank N.V.
101 California Street, Suite 4300
San Francisco, CA 94111

Ladies and Gentlemen:

We refer to the Uncommitted Umbrella Facility Letter, dated 4/15/04 (the
"Uncommitted Facility Letter") executed by ABN AMRO Bank N.V. Capitalized terms
used herein without definition shall have the respective meanings given thereto
in the Uncommitted Facility Letter. We hereby designate:

Borrower                                        Maximum Amount of Subfacility
----------------------------------------        -----------------------------
Network Associates International B.V.           US$11,000,000
Network Associates International Limited        GBP 2,000,000
Dr. Solomon's Software Limited                  GBP 1,000,000

We confirm that we unconditionally guaranty payment of all obligations of the
above-referenced Borrower under any Subfacility established for such Borrower
pursuant to the Uncommitted Facility Letter, as more fully set forth in the
Guaranty.

                                    Very truly yours,

                                    Networks Associates, Inc., doing business as
                                    Network Associates, Inc.

                                    By: /s/ MAEVE RICHARD
                                        ----------------------------------------
                                    Title: VP Treasurer

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                                    Exhibit B

                                    GUARANTY

         WHEREAS, pursuant to that certain Uncommitted Umbrella Facility Letter
dated 4/15/04 (the "Uncommitted Facility Letter") executed by ABN AMRO BANK N.V.
(the "Bank"), the Bank and/or branches, agencies, subsidiaries or affiliates of
the Bank (the Bank and any such branch, agency, subsidiary or affiliate, a
"Lending Branch") may from time to time make credit facilities available to one
or more branches, subsidiaries or affiliates of the undersigned (the
"Guarantor") which have been designated by the Guarantor as a "Borrower" under
the Uncommitted Facility Letter (any such branch, subsidiary or affiliate, a
"Designated Borrower").

         WHEREAS, all obligations of each Designated Borrower to the Bank or any
other Lending Branch under the Uncommitted Facility Letter are to guarantied by
the Guarantor;

         NOW, THEREFORE, the Guarantor agrees as follows:

         1. The Guaranty. (a) The Guarantor absolutely, irrevocably and
unconditionally guarantees to each Lending Branch the full and prompt payment
when due (by acceleration or otherwise) of all obligations of any Designated
Borrower to such Lending Branch, whether now existing or hereafter arising, and
whether for principal, interest, fees, reimbursement obligations or other
amounts arising under or in connection with any and all subfacilities extended
under the Uncommitted Facility Letter (any and all of the foregoing, the
"Obligations"). The books and records of the applicable Lending Branch showing
the amount of the Obligations of any Designated Borrower shall be admissible in
evidence in any action or proceeding. This is a continuing guaranty and shall
remain in full force and effect and be binding upon the Guarantor and the
Guarantor's successors and assigns. The Guarantor's liability hereunder shall
not exceed at any one time the aggregate sum of US$16,500,000 or its equivalent
in foreign currencies, at conversion rates established by the Bank, plus any
interest accrued thereon, charges relating thereto including, without
limitation, monetary corrections, if any, and all aforementioned costs and
expenses.

         (b) The liability of the Guarantor under this Guaranty shall be
absolute and unconditional irrespective of any lack of validity, legality or
enforceability of any loan document or any other document, agreement or
instrument relating thereto or any assignment or transfer of any thereof.

         2. Waiver of Suretyship Defenses. The Guarantor authorizes each
applicable Lending Branch, without notice or demand and without affecting the
Guarantor's liability hereunder, from time to time to renew, extend, accelerate,
restructure, refinance, refund or otherwise change the amount and time for
payment of the Obligations, or otherwise change the terms of the Obligations or
any part thereof. No Lending Branch shall have any obligation to perfect,
secure, marshall, protect or insure any collateral or any collateral agreement
and the Guarantor's liability hereunder shall not be affected by the
non-perfection, invalidity, impairment or unenforceability of any collateral or
collateral agreement.

         3. Insolvency of Designated Borrower. This Guaranty shall continue to
be effective or be reinstated, as the case may be, if at any time payment or
performance of the Obligations of any Designated Borrower, or any part thereof,
is, upon the insolvency, bankruptcy or reorganization of such Designated
Borrower or otherwise pursuant to applicable law, rescinded in or reduced in
amount or must otherwise be restored or returned by the applicable Lending
Branch, all as though such payment or performance had not been made.

         4. Exhaustion of Other Remedies Not Required. The obligations of the
Guarantor hereunder are those of a primary obligor, and not merely a surety, and
are independent of the Obligations. The Guarantor unconditionally waives any
right to require any Lending Branch to (a) proceed against the applicable
Designated Borrower or any other obligor in respect of the Obligations; (b)
proceed against or exhaust any security held directly or indirectly on account
of the Obligations; or (c) pursue any other remedy in such Lending Branch's
powers whatsoever. No failure or delay by any Lending Branch in exercising any
right, power or privilege hereunder shall


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operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.

         5. Waiver of Notices. The Guarantor hereby waives (i) notice of
acceptance of this Guaranty and of any extension of any loan or other financial
accommodation by any Lending Branch to any Designated Borrower; (ii) presentment
and demand for payment of any of the Obligations; (iii) protest and notice of
dishonor or default to the Guarantor or to any other party with respect to any
of the Obligations; and (iv) all other notices to which the Guarantor might
otherwise be entitled. Notwithstanding the foregoing, the Bank shall give the
Guarantor prompt notice of the occurrence of any event of default of which the
Bank has actual knowledge.

         6. Amendments. No amendment or waiver of any provision of this Guaranty
shall in any event be effective unless the same shall be in writing and signed
by the Bank.

         7. Payment of Expenses. The Guarantor agrees to pay all reasonable
attorneys' fees and charges, the reasonable allocated cost of internal legal
services and all reasonable disbursements of internal counsel, and all other
reasonable costs and expenses which may be incurred by any Lending Branch in the
enforcement of this Guaranty.

         8. Governing Law/Trial By Jury. This Guaranty and the rights and
obligations of the Guarantor, the Bank and each other Lending Branch under this
Guaranty shall be governed by, and construed and interpreted in accordance with,
the law of the State of Illinois. THE GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO
A JURY TRIAL IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR
RELATED IN ANY WAY TO THIS GUARANTY.

         9. Subrogation. The Guarantor shall not exercise any subrogation rights
which it may have under this Guaranty nor shall the Guarantor seek any
reimbursement from any Designated Borrower unless and until all of the
Obligations of such Borrower have been indefeasibly paid in full.

         IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed as of the date and year first above written.

                                    NETWORKS ASSOCIATES, INC., doing business as
                                    NETWORK ASSOCIATES, INC.


                                    By: /s/ MAEVE RICHARD
                                        ----------------------------------------
                                    Title: VP Treasurer



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