EXECUTED ORIGINAL AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of January 14, 1998

1
EXHIBIT 10.1

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EXECUTED ORIGINAL

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of January 14, 1998

among

FLEXTRONICS INTERNATIONAL USA, INC.

BANKBOSTON, N.A. and
the other lending institutions set forth on Schedule 1 hereto, and

BANKBOSTON, N.A.
as Agent

with

BANCBOSTON SECURITIES INC., having acted
as Arranger

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TABLE OF CONTENTS

1. DEFINITIONS AND RULES OF INTERPRETATION. ................................... 1
1.1. Definitions. ....................................................... 1
1.2. Rules of Interpretation. ........................................... 16
2. THE REVOLVING CREDIT FACILITY. ............................................. 16
2.1. Commitment to Lend. ................................................ 16
2.2. Commitment Fee. .................................................... 17
2.3. Reduction of Total Commitment. ..................................... 17
2.3.1. Optional Reduction. .................................... 17
2.3.2. Mandatory Reduction. ................................... 17
2.4. The Revolving Credit Notes. ........................................ 18
2.5. Interest on Revolving Credit Loans. ................................ 18
2.6. Requests for Revolving Credit Loans. ............................... 18
2.7. Conversion Options. ................................................ 19
2.7.1. Conversion to Different Type of Revolving Credit Loan. . 19
2.7.2. Continuation of Type of Revolving Credit Loan. ......... 19
2.7.3. Eurodollar Rate Loans. ................................. 20
2.8. Funds for Revolving Credit Loan. ................................... 20
2.8.1. Funding Procedures. .................................... 20
2.8.2. Advances by Agent. ..................................... 20
3. REPAYMENT OF THE REVOLVING CREDIT LOANS. ................................... 21
3.1. Maturity. .......................................................... 21
3.2. Mandatory Repayments of Revolving Credit Loans. .................... 21
3.3. Optional Repayments of Revolving Credit Loans. ..................... 22
SECTION 4. BANKERS' ACCEPTANCES................................................. 22
Section 4.1. Acceptance and Purchase. ..................................... 22
Section 4.2. Refunding Bankers' Acceptances. .............................. 25
Section 4.3. Acceptance Fee. .............................................. 25
Section 4.4. Circumstances Making Bankers' Acceptances Unavailable. ....... 25
Section 4.5. Cash Payments with Respect to Outstanding Bankers' Acceptances. 25
5. LETTERS OF CREDIT. ......................................................... 26
5.1. Letter of Credit Commitments......................................... 26
5.1.1. Commitment to Issue Letters of Credit. ................. 26
5.1.2. Letter of Credit Applications. ......................... 27
5.1.3. Terms of Letters of Credit. ............................ 27
5.1.4. Reimbursement Obligations of Banks. .................... 27
5.1.5. Participations of Banks. ............................... 27
5.2. Reimbursement Obligation of the Borrower. .......................... 27

5.3. Letter of Credit Payments. ......................................... 28
5.4. Obligations Absolute. .............................................. 29
5.5. Reliance by Issuer. ................................................ 29
5.6. Letter of Credit Fee. .............................................. 30
6. CERTAIN GENERAL PROVISIONS. ................................................ 30
6.1. Agent's Fee. ....................................................... 30
6.2. Funds for Payments. ................................................ 30
6.2.1. Payments to Agent. ..................................... 30
6.2.2. No Offset, etc. ........................................ 30
6.3. Computations. ...................................................... 31
6.4. Inability to Determine Eurodollar Rate. ............................ 31
6.5. Illegality. ........................................................ 31
6.6. Additional Costs, etc. ............................................. 32
6.7. Capital Adequacy. .................................................. 33
6.8. Certificate. ....................................................... 34
6.9. Indemnity. ......................................................... 34
6.10. Interest After Default. ........................................... 34
6.11. Certain Bank Obligations. ......................................... 34
6.11.1. Replacement Banks. .................................... 34
6.11.2. Mitigation. ........................................... 35
6.11.3. Filing Requirements. .................................. 36
7. COLLATERAL SECURITY AND GUARANTIES. ........................................ 36
7.1. Security of Borrower. .............................................. 36
7.2. Guarantees and Security of Subsidiaries. ........................... 36
7.3. Change of Status. .................................................. 36
8. REPRESENTATIONS AND WARRANTIES. ............................................ 37
8.1. Corporate Authority. ............................................... 37
8.1.1. Incorporation; Good Standing. .......................... 37
8.1.2. Authorization. ......................................... 37
8.1.3. Enforceability. ........................................ 38
8.2. Governmental Approvals. ............................................ 38
8.3. Title to Properties; Leases. ....................................... 38
8.4. No Material Changes, etc; Solvency ................................. 38
8.4.1. No Changes. ............................................ 38
8.4.2. Solvency. .............................................. 39
8.5. Franchises, Patents, Copyrights, etc. .............................. 39
8.6. Litigation. ........................................................ 39
8.7. No Materially Adverse Contracts, etc. .............................. 39
8.8. Compliance with Other Instruments, Laws, etc. ...................... 39
8.9. Tax Status. ........................................................ 40
8.10. No Event of Default. .............................................. 40
8.11. Holding Company and Investment Company Acts. ...................... 40
8.12. Absence of Financing Statements, etc. ............................. 40
8.13. Perfection of Security Interest. .................................. 40

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8.14. Certain Transactions. ............................................. 40
8.15. Employee Benefit Plans. ........................................... 41
8.15.1. In General. ........................................... 41
8.15.2. Terminability of Welfare Plans. ....................... 41
8.15.3. Guaranteed Pension Plans. ............................. 41
8.15.4. Multiemployer Plans. .................................. 42
8.16. Regulations U and X. .............................................. 42
8.17. Environmental Compliance. ......................................... 43
8.18. Subsidiaries, etc. ................................................ 44
8.19. Chief Executive Offices. .......................................... 44
8.20. Fiscal Year. ...................................................... 44
8.21. No Amendments to Certain Documents. ............................... 45
8.22. Disclosure ........................................................ 45
8.23. Insurance. ........................................................ 45
9. AFFIRMATIVE COVENANTS OF THE BORROWER. ..................................... 45
9.1. Punctual Payment. .................................................. 45
9.2. Maintenance of Office. ............................................. 45
9.3. Records and Accounts. .............................................. 46
9.4. Financial Statements, Certificates and Information. ................ 46
9.5. Notices. ........................................................... 46
9.5.1. Defaults. .............................................. 46
9.5.2. Environmental Events. .................................. 47
9.5.3. Notification of Claim against Collateral. .............. 47
9.5.4. Notice of Litigation and Judgments. .................... 47
9.6. Corporate Existence; Maintenance of Properties. .................... 47
9.7. Insurance. ......................................................... 48
9.8. Taxes. ............................................................. 48
9.9. Inspection of Properties and Books, etc. ........................... 48
9.9.1. General. ............................................... 48
9.9.2. Appraisals. ............................................ 49
9.9.3. Communications with Accountants. ....................... 49
9.10. Compliance with Laws, Contracts, Licenses, and Permits. ........... 49
9.11. Employee Benefit Plans. ........................................... 49
9.12. Use of Proceeds. .................................................. 50
9.13. Fair Labor Standards Act. ......................................... 50
9.14. Guarantors. ....................................................... 50
9.15. Further Assurances. ............................................... 51
9.16. Additional Subsidiaries. .......................................... 51
10. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. ............................... 51
10.1. Distributions. .................................................... 51
10.2. Compliance with Environmental Laws. ............................... 51
10.3. Employee Benefit Plans. ........................................... 51
10.4. Change in Terms of Capital Stock. ................................. 52

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10.5. Fiscal Year. ...................................................... 52
10.6. Transactions with Affiliates. ..................................... 52
10.7. Inconsistent Agreements. .......................................... 52
10.8. Change in Nature of Business. ..................................... 53
10.9. Charter Amendments. ............................................... 53
10.10. Limitations on Foreign Exchange Arrangements. .................... 53
11. CLOSING CONDITIONS. ....................................................... 53
11.1. Loan Documents, etc. .............................................. 53
11.2. Certified Copies of Charter Documents. ............................ 53
11.3. Corporate Action. ................................................. 53
11.4. Incumbency Certificate. ........................................... 53
11.5. Validity of Liens. ................................................ 54
11.6. Perfection Certificates and UCC Search Results. ................... 54
11.7. Certificates of Insurance. ........................................ 54
11.8. Solvency Certificate. ............................................. 54
11.9. Opinion of Counsel. ............................................... 54
11.10. Disbursement Instructions. ....................................... 55
11.11. Consents and Approvals. .......................................... 55
12. CONDITIONS TO ALL BORROWINGS. ............................................. 55
12.1. Representations True; No Event of Default. ........................ 55
12.2. No Legal Impediment. .............................................. 55
12.3. Governmental Regulation. .......................................... 55
12.4. Proceedings and Documents. ........................................ 56
12.5. Exchange Limitations. ............................................. 56
13. EVENTS OF DEFAULT; ACCELERATION; ETC. ..................................... 56
13.1. Events of Default and Acceleration. ............................... 56
13.2. Termination of Commitments. ....................................... 59
13.3. Remedies. ......................................................... 59
13.4. Currency Conversion. .............................................. 60
13.5. Distribution of Collateral Proceeds. .............................. 60
14. SETOFF. ................................................................... 61
15. THE AGENT. ................................................................ 62
15.1. Authorization. .................................................... 62
15.2. Employees and Agents. ............................................. 63
15.3. No Liability. ..................................................... 63
15.4. No Representations. ............................................... 63
15.5. Payments. ......................................................... 63
15.5.1. Payments to Agent. .................................... 63
15.5.2. Distribution by Agent. ................................ 64
15.5.3. Delinquent Banks. ..................................... 64
15.6. Holders of Revolving Credit Notes. ................................ 65
15.7. Indemnity. ........................................................ 65
15.8. Agent as Bank. .................................................... 65
15.9. Resignation. ...................................................... 65

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15.10. Notification of Defaults and Events of Default. .................. 65
16. EXPENSES. ................................................................. 66
17. INDEMNIFICATION. .......................................................... 67
18. SURVIVAL OF COVENANTS, ETC. ............................................... 67
19. ASSIGNMENT AND PARTICIPATION. ............................................. 68
19.1. Conditions to Assignment by Banks. ................................ 68
19.2. Certain Representations and Warranties; Limitations; Covenants. ... 68
19.3. Register. ......................................................... 69
19.4. New Notes. ........................................................ 70
19.5. Participations. ................................................... 70
19.6. Disclosure. ....................................................... 70
19.7. Assignee or Participant Affiliated with the Borrower. ............. 71
19.8. Miscellaneous Assignment Provisions. .............................. 71
19.9. Assignment by Borrower. ........................................... 72
20. NOTICES, ETC. ............................................................. 72
21. GOVERNING LAW. ............................................................ 72
22. HEADINGS. ................................................................. 73
23. COUNTERPARTS. ............................................................. 73
24. ENTIRE AGREEMENT, ETC. .................................................... 73
25. WAIVER OF JURY TRIAL. ..................................................... 73
26. CONSENTS, AMENDMENTS, WAIVERS, ETC. ....................................... 74
27. SEVERABILITY. ............................................................. 74
28. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION. ............................ 74
28.1. Sharing of Information with Section 20 Subsidiary. ................ 74
28.2. Confidentiality. .................................................. 75
28.3. Prior Notification. ............................................... 75
28.4. Other. ............................................................ 75
29. TRANSITIONAL ARRANGEMENTS. ................................................ 76
29.1. Original Credit Agreement Superseded .............................. 76
29.2. Return and Cancellation of Notes. ................................. 76
29.3. Interest and Fees Under Superseded Agreement. ..................... 76

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List of Schedules and Exhibits

Schedule 1 Banks; Bank Commitments; Commitment Percentages
Schedule 7.3 Liens to Properties; Leases
Schedule 7.17 Environmental Matters
Schedule 7.18 Subsidiaries
Schedule 7.23 Insurance

Exhibit A Form of Revolving Credit Note
Exhibit B Form of Loan Request
Exhibit C Form of Bankers' Acceptance Notice
Exhibit D Form of Compliance Certificate
Exhibit E Form of Assignment and Xxxxxxxxxx

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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is made as of
January 14, 1998 by and among FLEXTRONICS INTERNATIONAL, USA, INC. (the
"Borrower"), a California corporation with its principal place of business at
0000 Xxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, BANKBOSTON, N.A., (formerly
known as The First National Bank of Boston) a national banking association and
the other lending institutions listed on Schedule 1 and BANKBOSTON, N.A. as
agent for itself and such other lending institutions

WHEREAS, pursuant to a Revolving Credit Agreement dated as of March
27, 1997 (as amended and in effect from time to time, the "Original Credit
Agreement") by and among the Borrower, certain of the Banks and the Agent, the
lenders party thereto made loans and other extensions of credit available to the
Borrower for, among other things, general corporate and working capital
purposes; and

WHEREAS, the Borrower has requested, among other things, to amend and
restate the Original Credit Agreement and the Banks are willing to amend and
restate the Original Credit Agreement on the terms and conditions set forth
herein;

NOW, THEREFORE, the Borrower, the Banks and the Agent agree that on
the Closing Date (as hereinafter defined) the Original Credit Agreement is
hereby amended and restated in its entirety and shall remain in full force and
effect only as expressly set forth herein.

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1. DEFINITIONS. The following terms shall have the meanings set
forth in this Section 1 or elsewhere in the provisions of this Credit Agreement
referred to below:

Acceptance Fee. See Section 4.3.

Acceptance Fee Rate. As referred to as such in the table contained in
the definition of "Applicable Margin".

Adjustment Date. The first Business Day which is forty-five (45) days
after the end of each fiscal quarter of the Borrower.

Affiliate. Any Person, other than a wholly-owned Subsidiary, that
would be considered to be an affiliate of the Borrower under Rule 144(a) of the
Rules and Regulations of the Securities and Exchange Commission, as in effect on
the date hereof, if the Borrower were issuing securities.

Agent's Head Office. The Agent's head office located at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other location as the Agent may
designate from time to time.

Agent. BankBoston, N.A. acting as agent for the Banks.

Agent's Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as
may be approved by the Agent.

Applicable BA Discount Rate. With respect to any Bankers' Acceptance
being purchased by the Agent on any day, the discount rate for the term of such
Bankers' Acceptance as determined by the Agent and quoted by the Agent to the
Borrower on such day.

Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to FIL's Leverage Ratio, as determined for the fiscal
period of the FIL and its Subsidiaries ending immediately prior to the
applicable Rate Adjustment Period.

LETTER OF
LEVEL BASE RATE EURODOLLAR CREDIT ACCEPTANCE FEE COMMITMENT
1 LEVERAGE RATIO LOANS RATE LOANS FEES RATE FEE RATE
-------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------

I Less than 1.50:1.00 0 50.00 50.00 50.00 20.00
-------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------
II Equal to or greater than 0 62.50 62.50 62.50 20.00
1.50:1.00 but less than
2.00:1.00
-------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------
III Equal to or greater than 0 87.50 87.50 87.50 25.00
2.00:1.00 but less than
2.50:1.00
-------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------
IV Equal to or greater than 0 112.50 112.50 112.50 25.00
2.50:1.00 but less than
3.00:1.00
-------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------
V Equal to or greater than 0 137.50 137.50 137.50 25.00
3.00:1.00
-------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------

Notwithstanding the foregoing, (a) for purposes of interest on
Revolving Credit Loans outstanding, the Letter of Credit Fees, the Acceptance
Fee Rate and the Commitment Fee Rate payable during the period commencing on the
Closing Date through the date immediately preceding the first Adjustment Date to
occur after the fiscal quarter ended December 31, 1997, the Applicable Margin
shall be at Level II set forth above, and (b) if the Borrower fails to deliver
any Compliance Certificate pursuant to Section 9.4(a) hereof then, for the
period commencing on the next Adjustment Date to occur subsequent to such
failure through the date immediately following the date on which such Compliance
Certificate is delivered, the Applicable Margin shall be at the highest
Applicable Margin set forth above.

Assignment and Acceptance. See Section 19.1.

Astron Consideration Shares. The ordinary shares of FIL allotted and
to be issued to the Vendors on June 30, 1998 pursuant to the Astron Sales
Agreement.

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Astron Sales Agreement. The Agreement dated January 6, 1996 among the
Vendors and FIL relating to the sale and purchase of the issued share capital of
Astron Group Limited.

BA Discount Proceeds. With respect to any Bankers' Acceptance
accepted and purchased by the Agent, an amount (rounded to the nearest whole
cent, and with one-half on one cent being rounded up) calculated on such day by
multiplying (a) the face amount of such Bankers' Acceptance times (b) the
quotient equal to (such quotient being rounded up or down to the nearest fifth
decimal place and .000005 being rounded up) (i) one divided by (ii) the sum of
(A) one plus (B) the product of (1) the Applicable BA Discount Rate (expressed
as a decimal) applicable to such Bankers' Acceptance times (2) the quotient
equal to (aa) the number of days remaining in the term of such Bankers'
Acceptance divided by (bb) 365.

Balance Sheet Date. March 31, 1997.

Bankers' Acceptance. A xxxx of exchange denominated in Dollars drawn
on, and accepted by, the Agent pursuant to Section 4 hereof.

Bankers' Acceptance Notice. See Section 4.1.

Banks. BKB and the other lending institutions listed on Schedule 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to Section 19.

Base Rate. The higher of (a) the annual rate of interest announced
from time to time by BKB at its head office in Boston, Massachusetts, as its
"base rate" and (b) one-half of one percent (1/2%) above the Federal Funds
Effective Rate. For the purposes of this definition, "Federal Funds Effective
Rate" shall mean for any day, the rate per annum 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 such day (or,
if such day 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 that is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three funds brokers of recognized
standing selected by the Agent.

Base Rate Loans. Revolving Credit Loans bearing interest calculated
by reference to the Base Rate.

BKB. BankBoston, N.A. (f/k/a The First National Bank of Boston), a
national banking association, in its individual capacity.

Borrower. As defined in the preamble hereto.

Business Day. Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of banking business and, in the case
of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day.

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Capitalized Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

CERCLA. See Section 8.18.

Closing Date. The first date on which the effectiveness of the
conditions set forth in Section 11 have been satisfied.

Code. The Internal Revenue Code of 1986.

Collateral. All of the property, rights and interests of the Borrower
and the Guarantors that are or are intended to be subject to the security
interests and mortgages created by the Security Documents.

Commitment. With respect to each Bank, the amount set forth on
Schedule 1 hereto as the amount of such Bank's commitment to make Revolving
Credit Loans to, and to accept or purchase participating interests in Bankers'
Acceptances for, and to participate in the issuance, extension and renewal of
Letters of Credit for the account of, the Borrower, as the same may be reduced
from time to time; or if such commitment is terminated pursuant to the
provisions hereof, zero.

Commitment Fee Rate. As referred to as such in the table contained in
the definition of Applicable Margin.

Commitment Percentage. With respect to each Bank, the percentage set
forth on Schedule 1 hereto as such Bank's percentage of the aggregate
Commitments of all of the Banks.

Compliance Certificate. See Section 9.4(a).

Consolidated or consolidated. With reference to any term defined
herein, shall mean that term as applied to the accounts of FIL and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

Consolidated Net Income (or Deficit). With respect to FIL and its
Subsidiaries for any period, the consolidated net income (or deficit) of FIL and
its Subsidiaries, after deduction of all expenses, taxes, and other proper
charges, determined in accordance with generally accepted accounting principles,
after eliminating therefrom all extraordinary nonrecurring items of income.

Consolidated Total Interest Expense. With respect to FIL and its
Subsidiaries for any period, (a) the aggregate amount of interest required to be
paid or accrued by FIL and its Subsidiaries during such period on all
Indebtedness of FIL and its Subsidiaries outstanding during all or any part of
such period, whether such interest was or is required to be reflected as an item
of expense or capitalized, including payments consisting of interest in respect
of Capitalized Leases and

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including commitment fees, agency fees, facility fees, balance deficiency fees
and similar fees or expenses in connection with the borrowing of money but
excluding any closing fees, structuring fees, arrangement fees, accounting and
other transactions costs that have been or are capitalized minus (b) the amount
which, in accordance with generally accepted accounting principles, would either
(i) be set forth opposite the caption "Interest Income" (or any like caption) on
a consolidated income statement for FIL and its Subsidiaries for such period or
(ii) to the extent not set forth as a separate line item on FIL's income
statement, such amount which would be considered interest income which reduces
interest expense on the consolidated income statement for FIL and its
Subsidiaries for such period.

Conversion Request. A notice given by the Borrower to the Agent of
the Borrower's election to convert or continue a Revolving Credit Loan in
accordance with Section 2.7.

Credit Agreement. This Amended and Restated Revolving Credit
Agreement, including the Schedules and Exhibits hereto.

Default. See Section 13.1.

Distribution. 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, or other retirement of any shares of any class of capital
stock of the Borrower, directly or indirectly through a Subsidiary of the
Borrower or otherwise; 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 or $. Dollars in lawful currency of the United States of
America.

Domestic Lending Office. Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other office of such
Bank, if any, located within the United States that will be making or
maintaining Base Rate Loans.

Drawdown Date. The date on which any Revolving Credit Loan is made or
is to be made, and the date on which any Revolving Credit Loan is converted or
continued in accordance with Section 2.7.

DTM. DTM Products, Inc., a Colorado corporation and wholly-owned
Subsidiary of the Borrower.

EBITDA. With respect to FIL and its Subsidiaries for any fiscal
period, an amount equal to Consolidated Net Income for such period, plus, to the
extent deducted in the calculation of Consolidated Net Income and without
duplication, (a) depreciation and amortization for such period, (b) other
noncash charges for such period, (c) income tax expense for such period, (d)
Consolidated Total Interest Expense paid or accrued during such period.

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Eligible Assignee. Any of (a) a commercial bank or finance company
organized under the laws of the United States, or any State thereof or the
District of Columbia, and having total assets in excess of $1,000,000,000; (b) a
savings and loan association or savings bank organized under the laws of the
United States, or any State thereof or the District of Columbia, and having a
net worth of at least $100,000,000, calculated in accordance with generally
accepted accounting principles; (c) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having total assets in excess of $1,000,000,000, provided that such
bank is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (d) the central
bank of any country which is a member of the OECD; and (e) if, but only if, any
Event of Default has occurred and is continuing, any other bank, insurance
company, commercial finance company or other financial institution or other
Person approved by the Agent, such approval not to be unreasonably withheld.

Employee Benefit Plan. Any employee benefit plan within the meaning
of Section 3(3) of ERISA maintained of contributed to by the Borrower or any
Subsidiary, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Energipilot. Energipilot AB, a company duly incorporated and existing
under the laws of Sweden, and a wholly-owned Subsidiairy of Flextronics Sweden.

Environmental Laws. See Section 8.18(a).

ERISA. The Employee Retirement Income Security Act of 1974.

ERISA Affiliate. Any Person which is treated as a single employer
with the Borrower or a Subsidiary under Section 414 of the Code.

ERISA Reportable Event. A reportable event with respect to a
Guaranteed Pension Plan within the meaning of Section 4043 of ERISA and the
regulations promulgated thereunder as to which the requirement of notice has not
been waived.

Eurocurrency Reserve Rate. For any day with respect to a Eurodollar
Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

Eurodollar Business Day. Any day on which commercial banks are open
for international business (including dealings in Dollar deposits) in London or
such other eurodollar interbank market as may be selected by the Agent in its
sole discretion acting in good faith.

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Eurodollar Lending Office. Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other office of such
Bank, if any, that shall be making or maintaining Eurodollar Rate Loans.

Eurodollar Rate. For any Interest Period with respect to a Eurodollar
Rate Loan, the rate of interest equal to (a) the rate determined by the Agent at
which Dollar deposits for such Interest Period are offered based on information
presented on Telerate Page 3750 as of 11:00 a.m. London time on the second
Eurodollar Business Day prior to the first day of such Interest Period, divided
by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if
applicable.

Eurodollar Rate Loans. Revolving Credit Loans bearing interest
calculated by reference to the Eurodollar Rate.

Event of Default. See Section 13.1

Excluded Subsidiaries. Collectively, Astron Technologies Ltd.,
Flextronics Industrial (Shenzhen) Limited, Flextronics Computer (Shekou)
Limited, Zhuhai Daomen Xxxx Xx Technology Co. Ltd., Zhuhai Daomen Xxxx Xx
Electronics Co. Ltd., Flex Asia (UK) Ltd., Neutronics Electronic Industries
Holdings AG, Althofen Electronics GmbH, HTR Technical Resources Kft and Ecoplast
KFt and any other Subsidiary of FIL formed or acquired after the Closing Date
and which are not required to become a Guarantor pursuant to Section 9.14 hereof
and which does not elect to become a Guarantor pursuant to Section 7 hereof;
provided, however, to the extent any Person which is an Excluded Subsidiary
hereunder subsequently elects or is otherwise required to become a Guarantor
hereunder and complies with Section 7.3 hereof, such Person shall cease being an
Excluded Subsidiary hereunder on the date all the conditions of Section 7.3 have
been satisfied.

Fee Letter. The fee letter dated on or prior to the Closing Date by
and among the Borrower, FIL, the Agent and BancBoston Securities Inc., as the
same may be amended, supplemented, restated or otherwise modified from time to
time.

FIL. Flextronics International Ltd., a Singapore limited liability
company and the parent the Borrower.

FIL Agent. As defined in the definition of FIL Credit Agreement.

FIL Banks. As defined in the definition of FIL Credit Agreement.

FIL Bankers' Acceptances. The "Bankers' Acceptances" as such term is
defined in the FIL Credit Agreement.

FIL Credit Agreement. The Amended and Restated Revolving Credit
Agreement dated as of January 14, 1998 by and among FIL, BKB and the other
lending institutions party thereto (collectively, the "FIL Banks") and
BankBoston, N.A. as agent for the FIL Banks (in such capacity, the "FIL Agent"),
as the same may be amended and in effect from time to time.

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FIL Guarantees. The "Guarantees" as such term is defined in the FIL
Credit Agreement.

FIL Guarantors. Collectively, the Borrower and each of the Guarantors
other than FIL, which FIL Guarantors have guaranteed to the FIL Agent and the
FIL Banks all of FIL's obligations to the FIL Agent and the FIL Banks under the
FIL Credit Agreement.

FIL Guaranty. The Guaranty, in form and substance satisfactory to the
Agent and the Banks, dated or to be dated on or prior to the Closing Date, made
by FIL in favor of the Banks and the Agent pursuant to which FIL guaranties to
the Banks and the Agent the payment and performance of the Obligations of the
Borrower.

FIL Letter of Credit Applications. The "Letter of Credit
Applications" as such term is defined in the FIL Credit Agreement.

FIL Letters of Credit. The "Letters of Credit" as such term is
defined in the FIL Credit Agreement.

FIL Loan Documents. The FIL Credit Agreement, the FIL Notes, the FIL
Letter of Credit Application, the FIL Letters of Credit, the FIL Bankers'
Acceptances, the Fee Letter, and the FIL Security Documents.

FIL Notes. The "Revolving Credit Notes" as such term is defined in
the FIL Credit Agreement.

FIL Obligations. The "Obligations" as such term is defined in the FIL
Credit Agreement.

FIL Revolver. The "Revolving Credit Loans" (as such term is defined
in the FIL Credit Agreement) made by the FIL Banks to FIL pursuant to the FIL
Credit Agreement.

FIL Security Documents. The "Security Documents" as such term is
defined in the FIL Credit Agreement.

Flextronics Holdings. Flextronics Holding AB, a company duly
incorporated and existing under the laws of Sweden and a wholly-owned Subsidiary
of FIL.

Flextronics Singapore. Flextronics Singapore Pte Ltd., a company
incorporated in Singapore and a wholly-owned Subsidiary of FIL.

Flextronics Sweden. Flextronics International Sweden AB, a company
duly incorporated and existing under the laws of Sweden, and a wholly-owned
Subsidiary of Flextronics Holdings.

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16

generally accepted accounting principles. (a) When used in
calculating the Leverage Ratio, whether directly or indirectly through reference
to a capitalized term used therein, means (i) principles that are consistent
with the principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors, in effect for the fiscal year ended on the Balance
Sheet Date, and (ii) to the extent consistent with such principles, the
accounting practice of FIL reflected in its financial statements for the year
ended on the Balance Sheet Date, and (b) when used in general, other than as
provided above, means principles that are (i) consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, as in effect from time to time, and (ii) consistently applied with
past financial statements of FIL adopting the same principles, provided that in
each case referred to in this definition of "generally accepted accounting
principles" a certified public accountant would, insofar as the use of such
accounting principles is pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in generally accepted
accounting principles) as to financial statements in which such principles have
been properly applied.

Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate the benefits of which are guaranteed on termination in full
or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

Guarantees. Collectively, each of the Guarantees, including without
limitation the FIL Guaranty, in form and substance satisfactory to the Agent and
the Banks, dated or to be dated on or prior to the Closing Date, or such later
date as contemplated by Section 6.3 or Section 9.14 hereof, made by each
Guarantor in favor of the Banks and the Agent pursuant to which such Guarantor
guaranties to the Banks and the Agent, among other things, the payment and
performance of the Obligations of the Borrower to the fullest extent permitted
and practicable under applicable laws.

Guarantors. FIL and each Subsidiary of FIL other than the Excluded
Subsidiaries.

Hazardous Substances. See Section 8.18(b).

Indebtedness. With respect to any Person, whether recourse is to all
or a portion of the assets of such Person or non-recourse, and whether or not
contingent, the following (without duplication): (a) all indebtedness of such
Person for borrowed money or credit obtained, whether current or funded, secured
or unsecured, recourse or non-recourse, (b) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (c) all
obligations of such Person for the deferred purchase price of property or
services, whether or not represented by a note or other security (other than in
respect of any trade payable to a Person other than a Subsidiary of the Borrower
which is not overdue for more than ninety days incurred in the ordinary course
of business), (d) all indebtedness created or arising under any conditional sale
or other title retention agreement with

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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 the repurchase, repossession or sale of such property), (e) all indebtedness
of such Person secured by a purchase money mortgage or other lien to secure all
or part of the purchase price of property subject to such mortgage or lien, (f)
all Capitalized Lease and Synthetic Lease obligations, (g) any liability of such
Person, whether contingent or otherwise, in respect of banker's acceptances,
letters of credit or similar facilities issued for the account of such Person,
(h) all other indebtedness secured by any mortgage, pledge, security interest,
or other consensual lien, charge or other encumbrance existing on property owned
or acquired subject thereto, whether or not the liability secured thereby shall
have been assumed, (i) all obligations to purchase, redeem, retire, defease or
otherwise make any payment in cash (including any mandatory dividends or
Distributions) in respect of any capital stock or any warrants, rights or
options to acquire such capital stock, except to the extent considered an
Investment; (j) any interest swap obligations or currency hedge obligations of
such Person, determined on xxxx-to-market basis. at the time of determination,
(k) all Indebtedness of others referred to in clauses (a) through (j) above
guaranteed directly or indirectly in any manner, or in effect guaranteed
directly or indirectly through an agreement (i) to pay or purchase such
Indebtedness or to advance or supply funds for the payment or purchase of such
Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Indebtedness or to assure the holder of such
Indebtedness against loss, (iii) to supply funds to or in any manner invest in
the debtor (including any agreement to pay for property or services irrespective
of whether such property is received or such services are rendered) or (iv)
otherwise to assure a creditor against loss, and (l) all Indebtedness of the
type referred to in clauses (a) through (j) above of another Person which is
secured or supported by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured or supported by) any lien
on (or other right of recourse to or against) property (including without
limitation accounts and contract rights) or assets of such Person even though
such Person has not assumed or become liable, contractually or otherwise, for
the payment of such Indebtedness. The "amount" or "principal amount" of any
Indebtedness at any time of determination represented by any Synthetic Lease
shall be the stipulated loss value, termination value or other equivalent
amount.

Ineligible Securities. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of the
Banking Act of 1993 (12 U.S.C. Section 24, Seventh), as amended.

Interest Payment Date. (a) As to any Base Rate Loan, the last day of
the calendar quarter which includes the Drawdown Date thereof; and (b) as to any
Eurodollar Rate Loan in respect of which the Interest Period is (i) three (3)
months or less, the last day of such Interest Period and (ii) more than three
(3) months, the date that is 3 months from the first day of such Interest Period
and, in addition, the last day of such Interest Period.

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Interest Period. With respect to each Revolving Credit Loan, (a)
initially, the period commencing on the Drawdown Date of such Revolving Credit
Loan and ending on the last day of one of the periods set forth below, as
selected by the Borrower in a Loan Request (i) for any Base Rate Loan, the last
day of the calendar quarter; and (ii) for any Eurodollar Rate Loan, 1, 2, 3, or
6 months; and (b) thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Revolving Credit Loan and ending on
the last day of one of the periods set forth above, as selected by the Borrower
in a Conversion Request; provided that all of the foregoing provisions relating
to Interest Periods are subject to the following:

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

(b) if any Interest Period with respect to a Base Rate Loan
would end on a day that is not a Business Day, that Interest Period
shall end on the next succeeding Business Day;

(c) if the Borrower shall fail to give notice as provided
in Section 2.7, the Borrower shall be deemed to have requested a
conversion of the affected Eurodollar Rate Loan to a Base Rate Loan
and the continuance of all Base Rate Loans as Base Rate Loans on the
last day of the then current Interest Period with respect thereto;

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

(e) any Interest Period relating to any Eurodollar Rate
Loan that would otherwise extend beyond the Revolving Credit Loan
Maturity Date shall end on the Revolving Credit Loan Maturity Date.

Letter of Credit. See Section 5.1.1.

Letter of Credit Application. See Section 5.1.1.

Letter of Credit Fee. See Section 5.6.

Letter of Credit Participation. See Section 5.1.4.

Leverage Ratio. As at any date of determination, the ratio of (a)
Total Funded Indebtedness of FIL and its Subsidiaries outstanding on such date
to (b) the

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EBITDA of FIL and its Subsidiaries for the period of four (4) consecutive fiscal
quarters (treated as a single accounting period) most recently ended on such
date.

Loan Documents. This Credit Agreement, the Revolving Credit Notes,
the Letter of Credit Applications, the Letters of Credit, the Bankers'
Acceptances, the Fee Letter, the Security Trust Deed and the Security Documents.

Loan Request. See Section 2.6.

Majority Banks. As of any date, the Banks holding at least fifty-one
percent (51%) of the outstanding principal amount of the Revolving Credit Notes
on such date; and if no such principal is outstanding, the Banks whose aggregate
Commitments constitutes at least fifty-one percent (51%) percent of the Total
Commitment.

Material Adverse Effect. A material adverse effect on (a) the
business, assets, condition (financial or otherwise), or properties of the
Borrower and its Subsidiaries taken as a whole, or the Collateral, (b) the
rights and remedies of the Agent or any Bank under any of the Loan Documents or
(c) the ability of the Borrower or any of its Subsidiaries to perform their
respective Obligations under the Loan Documents.

Maximum Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

Multiemployer Plan. Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

Neutronics. Neutronics Electronic Industries Holding AG, a Subsidiary
of FIL.

Obligations. All indebtedness, obligations and liabilities of any of
the Borrower, the Guarantors and their respective Subsidiaries to any of the
Banks and the Agent, individually or collectively, existing on the date of this
Credit Agreement or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under this Credit Agreement or any of the other Loan
Documents or in respect of any of the Revolving Credit Loans made or
Reimbursement Obligations incurred or any of the Revolving Credit Notes, Letter
of Credit Application, Letter of Credit, Bankers' Acceptances or arising or
incurred in connection with any interest rate protection arrangements entered
into by such Person or any documents, agreements or instruments executed in
connection therewith, or other instruments at any time evidencing any thereof.

outstanding. With respect to the Revolving Credit Loans, the
aggregate unpaid principal thereof as of any date of determination.

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20

PBGC. The Pension Benefit Guaranty Corporation created by
Section 4002 of ERISA and any successor entity or entities having similar
responsibilities.

Perfection Certificates. Collectively, the Perfection Certificate and
Collateral Certificates dated as of the date hereof, executed by each of the
Borrower and each Guarantor and in form and substance satisfactory to the Agent
and the Banks.

Person. Any individual, corporation, partnership, trust,
unincorporated association, business, or other legal entity, and any government
or any governmental agency or political subdivision thereof.

Rate Adjustment Period. See the definition of Applicable Margin.

Real Estate. All real property at any time owned or leased (as lessee
or sublessee) by the Borrower or any of its Subsidiaries.

Record. The grid attached to a Revolving Credit Note, or the
continuation of such grid, or any other similar record, including computer
records, maintained by any Bank with respect to any Revolving Credit Loan
referred to in such Revolving Credit Note.

Xxxx Payment. All payments or other amounts due at any time by FIL or
any of its Subsidiaries to Xxxxxxx Xxxx pursuant to that certain (a) Services
Agreement dated February 2, 1996 between FIL, Astron Technologies Limited and
Xxxxxxx Xxxx, as amended by a letter agreement dated March 27, 1997, in the form
delivered to the Agent on or prior to the Closing Date and (b) the Supplemental
Services Agreement dated February 2, 1996 between Astron Group Limited and
Xxxxxxx Xxxx, as amended by a letter agreement dated March 27, 1997, in the form
delivered to the Agent on or prior to the Closing Date.

Reference Bank. BKB.

Reimbursement Obligation. The Borrower's obligation to reimburse the
Agent and the Banks on account of any drawing under any Letter of Credit as
provided in Section 4.2.

Revolving Credit Loan Maturity Date. January 12, 2001.

Revolving Credit Loans. Revolving credit loans made or to be made by
the Banks to the Borrower pursuant to Section 2.

Revolving Credit Note Record. A Record with respect to a Revolving
Credit Note.

Revolving Credit Notes. See Section 2.4.

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21

Section 20 Subsidiary. A Subsidiary of the bank holding company
controlling any Bank, which Subsidiary has been granted authority by the Federal
Reserve Board to underwrite and deal in certain Ineligible Securities.

Security Agreements. Collectively, the several Security Agreements,
Charges, Debentures, Mortgages and Corporate Mortgages, each dated or to be
dated on or prior to the Closing Date, between the Borrower and each of the
Guarantors and the Agent and in form and substance satisfactory to the Banks and
the Agent.

Security Documents. The Guarantees, the Security Agreements, the
Swedish Pledge Documents and the Stock Pledge Agreements.

Security Trust Deed. The Trust Deed dated March 27, 1997 by and among
the Borrower, FIL, the FIL Agent and the Agent.

Stock Pledge Agreements. Collectively, (a) the Charge Over Shares by
FIL in Flextronics Singapore Pte Ltd, Flextronics de Mexico, S.A. de C.V.,
Flextronics Holdings UK Limited, the Borrower and Astron Technologies Ltd.; (b)
the Charge Over Shares by Flextronics Singapore Pte Ltd. in Flextronics
International Marketing (L) Ltd.; (c) the Share Security Deed over the shares of
Flextronics Manufacturing (HK) Ltd. by FIL; (d) the Pledge Agreement regarding
the shares of Flextronics Holdings executed by Flextronics Holdings UK Limited;
(e) the Pledge Agreement regarding the shares of Flextronics Sweden executed by
Flextronics Holdings; (f) the Charge over Shares in Astron Group Limited by
Flextronics Manufacturing (HK) Ltd.; (g) the Pledge Agreement regarding the
shares of Energipilot executed by Flextronics Sweden; and (h) the Stock Pledge
Agreement regarding the shares of DTM executed by the Borrower, each dated as of
a date on or prior to the Closing Date and each in form and substance
satisfactory to the Banks and the Agent.

Subsidiary. Any corporation, association, trust, or other business
entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by number
of votes) of the outstanding Voting Stock.

Swedish Agency Agreement. The Agency Account Agreement dated as of
June 30, 1997 among Flextronics Sweden, the Agent and Flextronics Sweden's
account bank, and in form and substance satisfactory to the Agent.

Swedish Pledge Agreement. The Pledge Agreement dated as of June 30,
1997 between Flextronics Sweden and the Agent, which Pledge Agreement shall be
in form and substance satisfactory to the Agent, pursuant to which Flextronics
Sweden has pledged to the Agent for the benefit of the Banks and the Agent a
security interest in its accounts receivable.

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Swedish Pledge Documents. Collectively, the Swedish Agency Agreement,
the Swedish Pledge Agreement and each other document, agreement or instrument
executed in connection therewith.

Synthetic Lease. Any lease or similar arrangements entered into by
any Person in connection with the acquisition or lease of real property,
fixtures or other Capital Assets which is treated in accordance with generally
accepted accounting principles as an operating for accounting purposes, but as a
Capitalized Lease for tax purposes.

Total Commitment. The sum of the Commitments of the Banks, as in
effect from time to time.

Total Funded Indebtedness. All Indebtedness of FIL and its
Subsidiaries for borrowed money (including without limitation, all guarantees by
such Person of Indebtedness of others for borrowed money), purchase money
Indebtedness and with respect to Capitalized Lease, determined on a consolidated
basis in accordance with generally accepted accounting principles, less the sum
of (a) cash of FIL and its Subsidiaries existing on the date of determination
plus (b) Investments of FIL and its Subsidiaries made pursuant to
Section 10.3(a), (b) or (C) of the FIL Credit Agreement; provided, however, for
purposes of the Leverage Ratio hereof, Total Funded Indebtedness shall not
include that portion of the purchase price owing to the Vendors payable entirely
by the Astron Consideration Shares and that portion of the Xxxx Payment which
is, as of the date of determination, payable entirely in FIL's ordinary shares.

Type. As to any Revolving Credit Loan, its nature as a Base Rate Loan
or a Eurodollar Rate Loan.

Uniform Customs. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Agent in the ordinary course of its business as a letter of credit issuer
and in effect at the time of issuance of such Letter of Credit.

Unpaid Reimbursement Obligation. Any Reimbursement Obligation for
which the Borrower does not reimburse the Agent and the Banks on the date
specified in, and in accordance with, Section 5.2.

Vendors. Collectively, Alberton Holding Limited and Omac Sales
Limited.

Voting Stock. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

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1.2. RULES OF INTERPRETATION.

(a) A reference to any document or agreement shall include
such document or agreement as amended, modified or supplemented from
time to time in accordance with its terms and the terms of this
Credit Agreement.

(b) The singular includes the plural and the plural
includes the singular.

(d) A reference to any Person includes its permitted
successors and permitted assigns.

(e) Accounting terms not otherwise defined herein have the
meanings assigned to them by generally accepted accounting principles
applied on a consistent basis by the accounting entity to which they
refer.

(f) The words "include", "includes" and "including" are
not limiting.

(g) All terms not specifically defined herein or by
generally accepted accounting principles, which terms are defined in
the Uniform Commercial Code as in effect in the State of New York,
have the meanings assigned to them therein, with the term
"instrument" being that defined under Article 9 of the Uniform
Commercial Code.

(h) Reference to a particular "Section" refers to that
section of this Credit Agreement unless otherwise indicated.

(i) The words "herein", "hereof", "hereunder" and words of
like import shall refer to this Credit Agreement as a whole and not
to any particular section or subdivision of this Credit Agreement.

2. THE REVOLVING CREDIT FACILITY.

2.1. COMMITMENT TO LEND. Subject to the terms and conditions set
forth in this Credit Agreement, each of the Banks severally agrees to lend to
the Borrower and the Borrower may borrow, repay, and reborrow from time to time
between the Closing Date and the Revolving Credit Loan Maturity Date upon notice
by the Borrower to the Agent given in accordance with Section 2.6, such sums as
are requested by the Borrower up to a maximum aggregate amount outstanding
(after giving effect to all amounts requested) at any one time equal to such
Bank's Commitment minus such Bank's Commitment Percentage of the sum of the
Maximum Drawing Amount, all Unpaid Reimbursement Obligations and Bankers'
Acceptances then outstanding, provided that the sum of the outstanding amount of
the Revolving Credit Loans (after giving effect to all amounts requested) plus
the Maximum Drawing Amount and all Unpaid Reimbursement Obligations plus the
aggregate amount of Bankers'

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Acceptances then outstanding shall not at any time exceed the Total Commitment.
The Revolving Credit Loans shall be made pro rata in accordance with each Bank's
Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall
constitute a representation and warranty by the Borrower that the conditions set
forth in Section 11 and Section 12, in the case of the initial Revolving Credit
Loans to be made on the Closing Date, and Section 12, in the case of all other
Revolving Credit Loans, have been satisfied on the date of such request.

2.2. COMMITMENT FEE. The Borrower agrees to pay to the Agent for the
accounts of the Banks in accordance with their respective Commitment Percentages
a commitment fee calculated at the applicable Commitment Fee Rate on the average
daily amount during each calendar quarter or portion thereof from the date
hereof to the Revolving Credit Loan Maturity Date by which the Total Commitment
minus the sum of the Maximum Drawing Amount, all Unpaid Reimbursement
Obligations and the aggregate face amount of all outstanding Bankers'
Acceptances exceeds the outstanding amount of Revolving Credit Loans during such
calendar quarter. The commitment fee shall be payable quarterly in arrears on
the first day of each calendar quarter for the immediately preceding calendar
quarter commencing on the first such date following the date hereof, with a
final payment on the Revolving Credit Maturity Date or any earlier date on which
the Commitments shall terminate.

2.3. REDUCTION OF TOTAL COMMITMENT.

2.3.1. OPTIONAL REDUCTION. The Borrower shall have the
right at any time and from time to time upon seven (7) Business Days
prior written notice to the Agent to reduce by $1,000,000 or an
integral multiple of $500,000 in excess thereof or terminate entirely
the Total Commitment, whereupon the Commitments of the Banks shall be
reduced pro rata in accordance with their respective Commitment
Percentages of the amount specified in such notice or, as the case
may be, terminated. Promptly after receiving any notice of the
Borrower delivered pursuant to this Section 2.3, the Agent will
notify the Banks of the substance thereof. Upon the effective date of
any such reduction or termination, the Borrower shall pay to the
Agent for the respective accounts of the Banks the full amount of any
commitment fee then accrued on the amount of the reduction. No
reduction or termination of the Commitments may be reinstated.

2.3.2. MANDATORY REDUCTION. The Total Commitment shall be
automatically and irrevocable reduced pursuant to the requirements of
Section 10.5.2 of the FIL Credit Agreement on the dates and in the
amounts (the "Asset Reduction Amount") required by Section 10.5.2.
Upon such a reduction in the Total Commitment pursuant to
Section 10.5.2, the Commitment of each Bank shall be reduced pro rata
in accordance with its Commitment Percentage of the Asset Reduction
Amount. If, on the date of such reduction, the sum of the outstanding
amount of the Revolving Credit Loans plus the Maximum Drawing Amount
plus all Unpaid Reimbursement Obligations plus the aggregate face
amount of all outstanding Bankers' Acceptances exceeds the

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Total Commitment in effect after giving effect to the reduction of
the Total Commitment that occurred on such date pursuant to this
Section 2.3.2, then the Borrower shall immediately pay the amounts of
such excess to the Agent for the respective accounts of the Banks for
application first to the Unpaid Reimbursement Obligations, second, to
the Revolving Credit Loans, and third to provide to the Agent cash
collateral for Reimbursement Obligations as contemplated by
Section 5.2.

2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate amended and restated promissory notes of the Borrower in
substantially the form of Exhibit A hereto (each a "Revolving Credit Note"),
dated as of the Closing Date and completed with appropriate insertions. One
Revolving Credit Note shall be payable to the order of each Bank in a principal
amount equal to such Bank's Commitment or, if less, the outstanding amount of
all Revolving Credit Loans made by such Bank, plus interest accrued thereon, as
set forth below. The Borrower irrevocably authorizes each Bank to make or cause
to be made, at or about the time of the Drawdown Date of any Revolving Credit
Loan or at the time of receipt of any payment of principal on such Bank's
Revolving Credit Note, an appropriate notation on such Bank's Revolving Credit
Note Record reflecting the making of such Revolving Credit Loan or (as the case
may be) the receipt of such payment. The outstanding amount of the Revolving
Credit Loans set forth on such Bank's Revolving Credit Note Record shall be
prima facie evidence of the principal amount thereof owing and unpaid to such
Bank, but the failure to record, or any error in so recording, any such amount
on such Bank's Revolving Credit Note Record shall not limit or otherwise affect
the obligations of the Borrower hereunder or under any Revolving Credit Note to
make payments of principal of or interest on any Revolving Credit Note when due.

2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided
in Section 6.10,

(a) Each Base Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day
of the Interest Period with respect thereto at the Base Rate plus the
Applicable Margin.

(b) Each Eurodollar Rate Loan shall bear interest for the
period commencing with the Drawdown Date thereof and ending on the
last day of the Interest Period with respect thereto at the
Eurodollar Rate determined for such Interest Period plus the
Applicable Margin.

(c) The Borrower promises to pay interest on each Revolving
Credit Loan in arrears on each Interest Payment Date with respect
thereto.

2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrower shall give to
the Agent written notice in the form of Exhibit B hereto (or telephonic notice
confirmed in a writing in the form of Exhibit B hereto) of each Revolving Credit
Loan

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requested hereunder (a "Loan Request") no less than (a) one (1) Business Day
prior to the proposed Drawdown Date of any Base Rate Loan and (b) three (3)
Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar
Rate Loan. Each such notice shall specify (i) the principal amount of the
Revolving Credit Loan requested, (ii) the proposed Drawdown Date of such
Revolving Credit Loan, (iii) the Interest Period for such Revolving Credit Loan
(if comprising a Eurodollar Rate Loan) and (iv) the Type of such Revolving
Credit Loan. Promptly upon receipt of any such notice, the Agent shall notify
each of the Banks thereof. Each Revolving Credit Loan Request shall be
irrevocable and binding on the Borrower and shall obligate the Borrower to
accept the Revolving Credit Loan requested from the Banks on the proposed
Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of
$1,000,000 or a whole multiple of $500,000 in excess thereof.

2.7. CONVERSION OPTIONS.

2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT
LOAN. The Borrower may elect from time to time to convert any
outstanding Revolving Credit Loan to a Revolving Credit Loan of
another Type, provided that (a) with respect to any such conversion
of a Revolving Credit Loan to a Base Rate Loan, the Borrower shall
give the Agent at least one (1) Business Day prior written notice of
such election; (b) with respect to any such conversion of a Base Rate
Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at
least three (3) Eurodollar Business Days prior written notice of such
election; (c) with respect to any such conversion of a Eurodollar
Rate Loan into a Revolving Credit Loan of another Type, such
conversion shall only be made on the last day of the Interest Period
with respect thereto and (d) no Revolving Credit Loan may be
converted into a Eurodollar Rate Loan when any Default or Event of
Default has occurred and is continuing. On the date on which such
conversion is being made each Bank shall take such action as is
necessary to transfer its Commitment Percentage of such Revolving
Credit Loans to its Domestic Lending Office or its Eurodollar Lending
Office, as the case may be. All or any part of outstanding Revolving
Credit Loans of any Type may be converted into a Revolving Credit
Loan of another Type as provided herein, provided that any partial
conversion shall be in an aggregate principal amount of $1,000,000 or
a whole multiple of $500,000 in excess thereof. Each Conversion
Request relating to the conversion of a Revolving Credit Loan to a
Eurodollar Rate Loan shall be irrevocable by the Borrower.

2.7.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any
Revolving Credit Loan of any Type may be continued as a Revolving
Credit Loan of the same Type upon the expiration of an Interest
Period with respect thereto by compliance by the Borrower with the
notice provisions contained in Section 2.7.1; provided that no
Eurodollar Rate Loan may be continued as such when any Default or
Event of Default has occurred and is continuing, but shall be
automatically converted to a Base Rate Loan on the last day of the
first Interest Period relating thereto ending during the continuance
of any

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27

Default or Event of Default of which officers of the Agent active
upon the Borrower's account have actual knowledge. In the event that
the Borrower fails to provide any such notice with respect to the
continuation of any Eurodollar Rate Loan as such, then such
Eurodollar Rate Loan shall be automatically converted to a Base Rate
Loan on the last day of the first Interest Period relating thereto.
The Agent shall notify the Banks promptly when any such automatic
conversion contemplated by this Section 2.7 is scheduled to occur.

2.7.3. EURODOLLAR RATE LOANS. Any conversion to or from
Eurodollar Rate Loans shall be in such amounts and be made pursuant
to such elections so that, after giving effect thereto, the aggregate
principal amount of all Eurodollar Rate Loans having the same
Interest Period shall not be less than $1,000,000 or a whole multiple
of $500,000 in excess thereof.

2.8. FUNDS FOR REVOLVING CREDIT LOAN.

2.8.1. FUNDING PROCEDURES. Not later than 11:00 a.m.
(Boston time) on the proposed Drawdown Date of any Revolving Credit
Loans, each of the Banks will make available to the Agent, at the
Agent's Head Office, in immediately available funds, the amount of
such Bank's Commitment Percentage of the amount of the requested
Revolving Credit Loans. Upon receipt from each Bank of such amount,
and upon receipt of the documents required by Section 11 and
Section 12 and the satisfaction of the other conditions set forth
therein, to the extent applicable, the Agent will make available to
the Borrower the aggregate amount of such Revolving Credit Loans made
available to the Agent by the Banks. The failure or refusal of any
Bank to make available to the Agent at the aforesaid time and place
on any Drawdown Date the amount of its Commitment Percentage of the
requested Revolving Credit Loans shall not relieve any other Bank
from its several obligation hereunder to make available to the Agent
the amount of such other Bank's Commitment Percentage of any
requested Revolving Credit Loans.

2.8.2. ADVANCES BY AGENT. The Agent may, unless notified to
the contrary by any Bank prior to a Drawdown Date, assume that such
Bank has made available to the Agent on such Drawdown Date the amount
of such Bank's Commitment Percentage of the Revolving Credit Loans to
be made on such Drawdown Date, and the Agent may (but it shall not be
required to), in reliance upon such assumption, make available to the
Borrower a corresponding amount. If any Bank makes available to the
Agent such amount on a date after such Drawdown Date, such Bank shall
pay to the Agent on demand an amount equal to the product of (a) the
average computed for the period referred to in clause (c) below, of
the weighted average interest rate paid by the Agent for federal
funds acquired by the Agent during each day included in such period,
times (b) the amount of such Bank's Commitment Percentage of such
Revolving Credit Loans, times (c) a

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28

fraction, the numerator of which is the number of days that elapse
from and including such Drawdown Date to the date on which the amount
of such Bank's Commitment Percentage of such Revolving Credit Loans
shall become immediately available to the Agent, and the denominator
of which is 365. A statement of the Agent submitted to such Bank with
respect to any amounts owing under this paragraph shall be prima
facie evidence of the amount due and owing to the Agent by such Bank.
If the amount of such Bank's Commitment Percentage of such Revolving
Credit Loans is not made available to the Agent by such Bank within
three (3) Business Days following such Drawdown Date, the Agent shall
be entitled to recover such amount from the Borrower on demand, with
interest thereon at the rate per annum applicable to the Revolving
Credit Loans made on such Drawdown Date.

3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

3.1. MATURITY. The Borrower promises to pay on the Revolving Credit
Loan Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
outstanding on such date, together with any and all accrued and unpaid interest
thereon.

3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS. If at any time
the sum of the outstanding amount of the Revolving Credit Loans, the Maximum
Drawing Amount, all Unpaid Reimbursement Obligations and the aggregate face
amount of all outstanding Bankers' Acceptances exceeds the Total Commitment,
then the Borrower shall immediately pay the amount of such excess to the Agent
for the respective accounts of the Banks for application: first, to any Unpaid
Reimbursement Obligations; second, to the Revolving Credit Loans; and third, to
provide to the Agent cash collateral for Reimbursement Obligations as
contemplated by Section 5.2(b) and (c) and outstanding Bankers' Acceptances as
contemplated by Section 4.5(a). Each payment of any Unpaid Reimbursement
Obligations or prepayment of Revolving Credit Loans shall be allocated among the
Banks, in proportion, as nearly as practicable, to each Reimbursement Obligation
or (as the case may be) the respective unpaid principal amount of each Bank's
Revolving Credit Note, with adjustments to the extent practicable to equalize
any prior payments or repayments not exactly in proportion. In addition, in the
event of the repurchase by Ericsson (as defined in the FIL Credit Agreement) of
all or any portion of the assets or capital stock of Flextronics Sweden pursuant
to Section M.1 of the Ericsson General Purchase Agreement (as defined in the FIL
Credit Agreement), the Borrower shall pay to the Agent for the respective
accounts of the Banks an amount equal to 100% of such proceeds, to be applied
pro rata to the outstanding Revolving Credit Loans and the loans outstanding
under the FIL Revolver, and the Total Commitment and the "Total Commitment" as
defined in the FIL Credit Agreement shall be permanently reduced by such amount.
To the extent the Borrower is required to make any payments pursuant to this
Section 3.2 and such a payment would subject the Borrowers to certain costs
under Section 6.9 associated with a prepayment of a Eurodollar Rate Loan prior
to the last day of an Interest Period with respect thereto, the Agent shall, if
requested by the Borrower, hold such

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29

proceeds as cash collateral until the earlier to occur of (a) the last day of
the Interest Period with respect to such EurodollarRate Loans, (b) the first
date when such prepayment can be made without any costs being incurred pursuant
to Section 6.9 and (c) the date when the Agent determines in its reasonable
discretion that such amounts shall be used to repay all or any portion of the
Revolving Credit Loans.

3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrower
shall have the right, at its election, to repay the outstanding amount of the
Revolving Credit Loans, as a whole or in part, at any time without penalty or
premium, but subject to Section 6.9. The Borrower shall give the Agent, no later
than 12:00 noon, Boston time, at least one (1) Business Day prior written notice
of any proposed prepayment pursuant to this Section 3.3 of Base Rate Loans, and
three (3) Eurodollar Business Days notice of any proposed prepayment pursuant to
this Section 3.3 of Eurodollar Rate Loans, in each case specifying the proposed
date of prepayment of Revolving Credit Loans and the principal amount to be
prepaid. Each such partial prepayment of the Revolving Credit Loans shall be in
an integral multiple of $1,000,000 or a whole multiple of $100,000 in excess
thereof, shall be accompanied by the payment of accrued interest on the
principal prepaid to the date of prepayment and shall be applied, in the absence
of instruction by the Borrower, first to the principal of Base Rate Loans and
then to the principal of Eurodollar Rate Loans. Each partial prepayment shall be
allocated among the Banks, in proportion, as nearly as practicable, to the
respective unpaid principal amount of each Bank's Revolving Credit Note, with
adjustments to the extent practicable to equalize any prior repayments not
exactly in proportion.

SECTION 4. BANKERS' ACCEPTANCES.

SECTION 4.1. ACCEPTANCE AND PURCHASE. Subject to the terms and
conditions hereof, the Agent, on behalf of the Banks, agrees to accept and
purchase Bankers' Acceptances drawn upon it by the Borrower denominated in
Dollars. The Borrower shall notify the Agent by irrevocable written notice (each
a "Bankers' Acceptance Notice") by 11:00 a.m. (Boston time) on the date of any
borrowing by way of Bankers' Acceptances. Each borrowing by way of Bankers'
Acceptances shall be in a minimum aggregate undiscounted face amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each request
for a Bankers' Acceptance shall constitute a representation and warranty by the
Borrower that the conditions set forth in Section 11 and Section 12 have been
satisfied on the date of the issuance of such Bankers' Acceptance. Each Bankers'
Acceptance Notice shall be in the form of Exhibit C. In no event shall the
aggregate face amount of all outstanding Bankers' Acceptances exceed the
remainder of (a) the Total Commitment minus (b) the sum of (i) the outstanding
mount of all Revolving Credit Loans plus (ii) the Maximum Drawing Amount and all
Unpaid Reimbursement Obligations.

(a) Term. Each Bankers' Acceptance shall be issued and
shall mature on a Business Day. Each Bankers' Acceptance shall have a
term of 30, 60, 90 or 180 days, shall mature no later than five (5)
days prior to the

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Revolving Credit Loan Maturity Date, and shall be in form and
substance reasonably satisfactory to the Agent.

(b) Bankers' Acceptances in Blank. To facilitate the
acceptance of Bankers' Acceptances under this Credit Agreement, the
Borrower shall, upon execution of this Credit Agreement and from time
to time as required, provide to the Agent bills of exchange, in form
satisfactory to the Agent, duly executed and endorsed in blank by the
Borrower in quantities sufficient for the Agent to fulfill its
obligations hereunder. In addition, the Borrower hereby appoints the
Agent as its attorney to sign and endorse on its behalf, in
handwriting or by facsimile or mechanical signature as and when
deemed necessary by the Agent, blank forms of Bankers' Acceptances.
The Borrower recognizes and agrees that all Bankers' Acceptances
signed and/or endorsed on its behalf by the Agent shall bind the
Borrower as fully and effectually as if signed in the handwriting of
and duly issued by the proper signing officers of the Borrower. The
Agent is hereby authorized to issue such Bankers' Acceptances
endorsed in blank in such face amounts as may be determined by the
Agent provided that the aggregate amount thereof is equal to the
aggregate amount of Bankers' Acceptances required to be accepted by
the Agent pursuant to clause (d) below. The Agent shall not be
responsible or liable for its failure to accept a Bankers' Acceptance
if the cause of such failure is, in whole or in part, due to the
failure of the Borrower to provide duly executed and endorsed bills
of exchange to the Agent on a timely basis nor shall any Bank or the
Agent be liable for any damage, loss or other claim arising by reason
of any loss or improper use of any such instrument except loss or
improper use arising by reason of the gross negligence or willful
misconduct of such Bank or the Agent, its officers, employees, agents
or representatives. The Agent shall maintain a record with respect to
Bankers' Acceptances (i) received by it from the Agent in blank
hereunder, (ii) voided by it for any reason, (iii) accepted by it
hereunder, (iv) purchased by it hereunder, and (v) cancelled at their
respective maturities. The Agent further agrees to retain such
records in the manner and for the statutory periods provided in the
various local or federal statutes and regulations which apply to the
Agent.

(c) Execution of Bankers' Acceptances. Bills of exchange of
the Borrower to be accepted as Bankers' Acceptances hereunder shall
be duly executed by one or more duly authorized officers on behalf of
the Borrower. Notwithstanding that any person whose signature appears
on any Bankers' Acceptance as a signatory for the Borrower may no
longer be an authorized signatory for the Borrower at the date of
issuance of a Bankers' Acceptance, such signature shall nevertheless
be valid and sufficient for all purposes as if such authority had
remained in force at the time of such issuance and any such Bankers'
Acceptance so signed shall be binding on the Borrower.

(d) Issuance of Bankers' Acceptances. Promptly following
receipt of a Bankers' Acceptance Notice, the Agent shall so advise
the Banks of the

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face amount of each Bankers' Acceptance to be accepted by it and the
term thereof. Subject to the terms and conditions hereof, each Bank
severally agrees that it shall participate in any Bankers' Acceptance
upon notification by the Agent that it has received an application
for acceptance and discounting xxxx of exchange in form and substance
satisfactory to the Agent. The Agent agrees to furnish each Bank with
a copy of each Bankers' Acceptance promptly after issuance. Each Bank
severally agrees that it shall be absolutely liable, without regard
to the occurrence of any Default or Event of Default or any other
condition precedent whatsoever to the extent of such Bank's
Commitment Percentage (except that, if the face amount of a Bankers'
Acceptance, which would otherwise be accepted by a Bank, would not be
$500,000 or an integral multiple thereof, such face amount may be
increased or reduced by the Agent in its sole and absolute discretion
to the nearest integral multiple of $100,000) to reimburse the Agent
on demand for the amount of each draft paid by the Agent under each
Bankers' Acceptance to the extent such amount is not reimbursed by
the Borrower pursuant to this Section 4 hereof (each such amount for
a Bank being called herein the "Bankers' Acceptance Participation" of
such Bank). Each such payment made by a Bank shall be treated as the
purchase of such Bank of a participating interest in the Borrower's
reimbursement obligation under Section 4.2 hereof in an amount equal
to such payment. Each Bank shall share in accordance with its
participating interest in any interest which accrues pursuant to
Section 4.3 hereof.

(e) Acceptance of Bankers' Acceptances. Each Bankers'
Acceptance to be accepted by the Agent shall be accepted at the
Agent's Head Office or as otherwise designated by the Agent from time
to time.

(f) Purchase of Bankers' Acceptances. On the relevant date
of borrowing, the Agent, on behalf of the Banks, agrees to purchase
from the Borrower, at the face amount thereof discounted by the
Applicable BA Discount Rate, any Bankers' Acceptance accepted by it
and provide to the Agent, for the account of the Borrower, the BA
Discount Proceeds in respect thereof after deducting therefrom the
amount of the Acceptance Fee payable by the Borrower to the Agent
under Section 4.3 in respect of such Bankers' Acceptance.

(g) Sale of Bankers' Acceptances. The Agent may at any time
and from time to time hold, sell, rediscount or otherwise dispose of
any or all Bankers' Acceptances accepted and purchased by it.

(h) Waiver of Presentment and Other Conditions. The
Borrower waives presentment for payment and any other defense to
payment of any amounts due to the Agent or any Bank in respect of a
Bankers' Acceptance accepted by the Agent pursuant to this Credit
Agreement which might exist solely by reason of such Bankers'
Acceptance being held, at the maturity thereof, by the Agent in its
own right. The Borrower shall not claim or

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require any days of grace or require the Agent or any Bank to claim
any days of grace for the payment of any Bankers' Acceptance.

Section 4.2. REFUNDING BANKERS' ACCEPTANCES. With respect to each
Bankers' Acceptance, the Borrower, except during the occurrence and continuation
of an Event of Default, may give irrevocable telephone or written notice (or
such other method of notification as may be agreed upon between the Agent and
the Borrower) to the Agent at or before 11:00 a.m. (Boston time) on such
maturity date of such Bankers' Acceptance of the Borrower's intention to issue
one or more Bankers' Acceptances on such maturity date (each a "Refunding
Bankers' Acceptance") to provide for the payment of such maturing Bankers'
Acceptance (it being understood that payments by the Borrower and fundings by
the Banks in respect of each maturing Bankers' Acceptance and each related
Refunding Bankers' Acceptance shall be made on a net basis reflecting the
difference between the face amount of such maturing Bankers' Acceptance and the
BA Discount Proceeds (net of the applicable Acceptance Fee) of such Refunding
Bankers' Acceptance). Any funding on account of any maturing Bankers' Acceptance
must be made at or before 12:00 noon (Boston time) on the maturity date of such
Bankers' Acceptance. If the Borrower fails to give such notice, the Borrower
shall be irrevocably deemed to have requested and to have been advanced a Base
Rate Loan in the face amount of such maturing Bankers' Acceptance on the
maturity date of such maturing Bankers' Acceptance from the Agent which accepted
such maturing Bankers' Acceptance, which Base Rate Loan shall thereafter bear
interest as such in accordance with the provisions hereof and otherwise shall be
subject to all provisions of this Credit Agreement applicable to Revolving
Credit Loans until paid in full.

Section 4.3. ACCEPTANCE FEE. An acceptance fee (the "Acceptance Fee")
shall be payable by the Borrower to the Agent (for the respective accounts of
the Agent and the Banks) and the Agent shall deduct the amount of such
Acceptance Fee from the BA Discount Proceeds (in the manner specified in
Section 4.1(f) in respect of each Bankers' Acceptance), said fee to be
calculated at a rate per annum equal to the Applicable Acceptance Fee Rate
calculated on the face amount of such Bankers' Acceptance and computed on the
basis of the number of days in the term of such Bankers' Acceptance and a year
of 365 days.

Section 4.4. CIRCUMSTANCES MAKING BANKERS' ACCEPTANCES UNAVAILABLE.
If, by reason of circumstances affecting the money market in the United States
generally, there is no market for Bankers' Acceptances (a) the right of the
Borrower to request a borrowing of Bankers' Acceptances shall be suspended until
the circumstances causing a suspension no longer exist, and (b) any Bankers'
Acceptance Notice which is outstanding shall be cancelled and the requested
borrowing shall not be made.

Section 4.5. CASH PAYMENTS WITH RESPECT TO OUTSTANDING BANKERS'
ACCEPTANCES. In order to induce the Agent to purchase Bankers' Acceptances and
the Banks to participate therein, the Borrower agrees to pay to the Agent, for
the account of the Agent or (as the case may be) the Agent and Banks, with

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33

respect to each Bankers' Acceptance accepted and/or purchased by the Agent
hereunder,

(a) upon the reduction (but not termination) of the Total
Commitment to an amount less than the aggregate face amount of all
outstanding Bankers' Acceptances, an amount equal to such difference,
which amount shall be held by the Agent for the benefit of the Banks
and the Agent for all outstanding Bankers' Acceptances until such
difference is not more than zero, whereupon any amounts remaining
with the Agent shall be paid to the Borrower so long as no Default or
Event of Default has occurred and is continuing, and

(b) upon the termination of the Total Commitment, or the
acceleration of the Borrowers' obligations with respect to all
Bankers' Acceptances in accordance with Section 14, on demand by the
Agent, an amount with respect to each outstanding Bankers' Acceptance
equal to the total of amounts which would be required to purchase in
the United States money market, as of 10:00 a.m. (Boston time) on the
date of payment of such demand, United States of America treasury
bills in an aggregate amount equal to the face amount of such
Bankers' Acceptances and having in each case a term to maturity
similar to the period from such demand to maturity of such Bankers'
Acceptance.

Upon payment by the Borrower as required under clause (b) above, the
Agent shall be responsible for all payments to third parties, including the
respective holders in due course of such Bankers' Acceptances, under Bankers'
Acceptances held by the Agent and the Agent shall indemnify the Borrower in
respect of all amounts which the Borrower may be required to pay under each such
Bankers' Acceptances to any party. Each payment under clauses (a) and (b) above
shall be made to the Agent at the Agent's Head Office in Same Day Funds.
Interest on any and all amounts remaining unpaid by the Borrower under clauses
(a) or (b) above at any time from the date such amounts become due and payable
(whether as stated in this Section 4.5, by acceleration or otherwise) until
payment in full (whether before or after judgment) shall be payable to the Agent
on demand at the rate specified in Section 5.11 for Base Rate Loans.

5. LETTERS OF CREDIT.

5.1. LETTER OF CREDIT COMMITMENTS.

5.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to
the terms and conditions hereof and the execution and delivery by the
Borrower of a letter of credit application on the Agent's customary
form (a "Letter of Credit Application"), the Agent on behalf of the
Banks and in reliance upon the agreement of the Banks set forth in
Section 5.1.4 and upon the representations and warranties of the
Borrower contained herein, agrees, in its individual capacity, to
issue, extend and renew for the account of the Borrower one or more
standby or documentary letters of credit (individually, a "Letter of

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34

Credit"), in such form as may be requested from time to time by the
Borrower and agreed to by the Agent; provided, however, that, after
giving effect to such request, (a) the sum of the aggregate Maximum
Drawing Amount and all Unpaid Reimbursement Obligations shall not
exceed $5,000,000 at any one time and (b) the sum of (i) the Maximum
Drawing Amount on all Letters of Credit, (ii) all Unpaid
Reimbursement Obligations, and (iii) the amount of all Revolving
Credit Loans outstanding shall not exceed the Total Commitment.

5.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
Application shall be completed to the satisfaction of the Agent. In
the event that any provision of any Letter of Credit Application
shall be inconsistent with any provision of this Credit Agreement,
then the provisions of this Credit Agreement shall, to the extent of
any such inconsistency, govern.

5.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit
issued, extended or renewed hereunder shall, among other things, (a)
provide for the payment of sight drafts for honor thereunder when
presented in accordance with the terms thereof and when accompanied
by the documents described therein, and (b) have an expiry date no
later than the date which is fourteen (14) days (or, if the Letter of
Credit is confirmed by a confirmer or otherwise provides for one or
more nominated persons, forty-five (45) days) prior to the Revolving
Credit Loan Maturity Date. Each Letter of Credit so issued, extended
or renewed shall be subject to the Uniform Customs.

5.1.4. REIMBURSEMENT OBLIGATIONS OF BANKS. Each Bank
severally agrees that it shall be absolutely liable, without regard
to the occurrence of any Default or Event of Default or any other
condition precedent whatsoever, to the extent of such Bank's
Commitment Percentage, to reimburse the Agent on demand for the
amount of each draft paid by the Agent under each Letter of Credit to
the extent that such amount is not reimbursed by the Borrower
pursuant to Section 5.2 (such agreement for a Bank being called
herein the "Letter of Credit Participation" of such Bank).

5.1.5. PARTICIPATIONS OF BANKS. Each such payment made by
a Bank shall be treated as the purchase by such Bank of a
participating interest in the Borrower's Reimbursement Obligation
under Section 5.2 in an amount equal to such payment. Each Bank shall
share in accordance with its participating interest in any interest
which accrues pursuant to Section 5.2.

5.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Agent to issue, extend and renew each Letter of Credit and the Banks to
participate therein, the Borrower hereby agrees to reimburse or pay to the
Agent, for the account of the Agent or (as the case may be) the Banks, with
respect to each Letter of Credit issued, extended or renewed by the Agent
hereunder,

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35

(a) except as otherwise expressly provided in
Section 5.2(b) and (c), on each date that any draft presented under
such Letter of Credit is honored by the Agent, or the Agent otherwise
makes a payment with respect thereto, (i) the amount paid by the
Agent under or with respect to such Letter of Credit, and (ii)
without duplication for any amounts owing pursuant to Section 6.7 and
Section 16 hereof, the amount of any taxes, fees, charges or other
costs and expenses whatsoever incurred by the Agent or any Bank in
connection with any payment made by the Agent or any Bank under, or
with respect to, such Letter of Credit,

(b) upon the reduction (but not termination) of the Total
Commitment to an amount less than the Maximum Drawing Amount, an
amount equal to such difference, which amount shall be held by the
Agent for the benefit of the Banks and the Agent as cash collateral
for all Reimbursement Obligations, and

(c) upon the termination of the Total Commitment, or the
acceleration of the Reimbursement Obligations with respect to all
Letters of Credit in accordance with Section 13, an amount equal to
the then Maximum Drawing Amount on all Letters of Credit, which
amount shall be held by the Agent for the benefit of the Banks and
the Agent as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Agent at the Agent's Head Office in
immediately available funds. Interest on any and all amounts remaining unpaid by
the Borrower under this Section 5.2 one day after the Agent shall have provided
the Borrower with notice that such amounts have become due and payable (whether
as stated in this Section 5.2, by acceleration or otherwise) until payment in
full (whether before or after judgment) shall be payable to the Agent on demand
at the rate specified in Section 6.10 for overdue principal on the Revolving
Credit Loans.

5.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Agent
shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the Agent as
provided in Section 5.2 on or before the date that such draft is paid or other
payment is made by the Agent, the Agent may at any time thereafter notify the
Banks of the amount of any such Unpaid Reimbursement Obligation. No later than
3:00 p.m. (Boston time) on the Business Day next following the receipt of such
notice, each Bank shall make available to the Agent, at the Agent's Head Office,
in immediately available funds, such Bank's Commitment Percentage of such Unpaid
Reimbursement Obligation, together with an amount equal to the product of (a)
the average, computed for the period referred to in clause (c) below, of the
weighted average interest rate paid by the Agent for federal funds acquired by
the Agent during each day included in such period, times (b) the amount equal to
such Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, times
(c) a fraction, the numerator of which is

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36

the number of days that elapse from and including the date the Agent paid the
draft presented for honor or otherwise made payment to the date on which such
Bank's Commitment Percentage of such Unpaid Reimbursement obligation shall
become immediately available to the Agent, and the denominator of which is 360.
The responsibility of the Agent to the Borrower and the Banks shall be only to
determine that the documents (including each draft) delivered under each Letter
of Credit in connection with such presentment shall be in conformity in all
material respects with such Letter of Credit.

5.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this
Section 5 shall be absolute and unconditional under any and all circumstances
and irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Agent, any Bank or any
beneficiary of a Letter of Credit. The Borrower further agrees with the Agent
and the Banks that the Agent and the Banks shall not be responsible for, and the
Borrower's Reimbursement Obligations under Section 5.2 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even if such documents should in fact prove to be in any
or all respects invalid, fraudulent or forged, or any dispute between or among
the Borrower, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower against the beneficiary of any
Letter of Credit or any such transferee. The Agent and the Banks shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit. The Borrower agrees that any action taken or omitted by
the Agent or any Bank under or in connection with each Letter of Credit and the
related drafts and documents, if done in good faith, shall be binding upon the
Borrower and shall not result in any liability on the part of the Agent or any
Bank to the Borrower.

5.5. RELIANCE BY ISSUER. To the extent not inconsistent with
Section 5.4, the Agent shall be entitled to rely, and shall be fully protected
in relying upon, any Letter of Credit, draft, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Agent. The Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first have received such advice or concurrence of the Majority
Banks as it reasonably deems appropriate or it shall first be indemnified to its
reasonable satisfaction by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of the
Majority Banks, and such request and any action taken or failure to act pursuant

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thereto shall be binding upon the Banks and all future holders of the Revolving
Credit Notes or of a Letter of Credit Participation.

5.6. LETTER OF CREDIT FEE. The Borrower shall pay quarterly in
arrears on the last day of each calendar quarter following the issuance,
extension or renewal of any Letter of Credit, and on the expiration date of such
Letter of Credit, a fee (in each case, a "Letter of Credit Fee") to the Agent
(a) in respect of each standby Letter of Credit equal to the Applicable Margin
then in effect for Letters of Credit times the aggregate available amount of
such standby Letter of Credit plus the Agent's customary issuance fee of 0.125%
of the available amount of such standby Letter of Credit, and (b) in respect of
each documentary Letter of Credit equal to (i) the Applicable Margin then in
effect for Letters of Credit times the aggregate available amount of such
documentary Letter of Credit, plus (ii) the Agent's customary issuance fee or
amendment fee, as the case may be, in an amount of 0.125% of the available
amount of such documentary Letter of Credit plus (iii) the Agent's customary
time negotiation fee per document examination, such Letter of Credit Fee (but
not such issuance, amendment, negotiation or document examination fee) to be for
the accounts of the Banks in accordance with their respective Commitment
Percentages.

6. CERTAIN GENERAL PROVISIONS.

6.1. AGENT'S FEE. The Borrower shall pay to the Agent for the Agent's
own account, an Agent's fee at the times and in the amounts set forth in the Fee
Letter.

6.2. FUNDS FOR PAYMENTS.

6.2.1. PAYMENTS TO AGENT. All payments of principal,
interest, Reimbursement Obligations, Commitment Fees, Letter of
Credit Fees, Acceptance Fees and any other amounts due hereunder or
under any of the other Loan Documents shall be made to the Agent in
Dollars, for the respective accounts of the Banks and the Agent, at
the Agent's Head Office or at such other location in the Boston,
Massachusetts, area that the Agent may from time to time designate,
in each case in immediately available funds.

6.2.2. NO OFFSET, ETC. All payments by the Borrower
hereunder and under any of the other Loan Documents shall be made
without setoff or counterclaim and free and clear of and without
deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any
jurisdiction or any political subdivision thereof or taxing or other
authority therein unless the Borrower is compelled by law to make
such deduction or withholding. If any such obligation is imposed upon
the Borrower with respect to any amount payable by it hereunder or
under any of the other Loan Documents, subject to Section 6.11 and
Section 19.8 hereof, the Borrower will pay to the Agent, for the
account of the Banks or (as the case may be) the

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Agent, on the date on which such amount is due and payable hereunder
or under such other Loan Document, such additional amount in Dollars
as shall be necessary to enable the Banks or the Agent to receive the
same net amount which the Banks or the Agent would have received on
such due date had no such obligation been imposed upon the Borrower.
The Borrower will deliver promptly to the Agent certificates or other
valid vouchers for all taxes or other charges deducted from or paid
with respect to payments made by the Borrower hereunder or under such
other Loan Document.

6.3. COMPUTATIONS. All computations of interests on the Base Rate
Loans shall be based on a 365-day year and paid for the actual number of days
elapsed. All computations of interest on the Eurodollar Rate Loans and of
Commitment Fees, Letter of Credit Fees or other fees shall, unless otherwise
expressly provided herein, be based on a 360-day year and paid for the actual
number of days elapsed. Except as otherwise provided in the definition of the
term "Interest Period" with respect to Eurodollar Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest shall accrue during such extension. The
outstanding amount of the Revolving Credit Loans as reflected on the Revolving
Credit Note Records from time to time shall be considered correct and binding on
the Borrower unless within five (5) Business Days after receipt of any notice by
the Agent or any of the Banks of such outstanding amount, the Agent or such Bank
shall notify the Borrower to the contrary.

6.4. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to
the commencement of any Interest Period relating to any Eurodollar Rate Loan,
the Agent shall determine or be notified by the Majority Banks that adequate and
reasonable methods do not exist for ascertaining the Eurodollar Rate that would
otherwise determine the rate of interest to be applicable to any Eurodollar Rate
Loan during any Interest Period, the Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Banks) to the Borrower and the Banks. In such event (a) any Loan Request or
Conversion Request with respect to Eurodollar Rate Loans shall be automatically
withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar
Rate Loan will automatically, on the last day of the then current Interest
Period relating thereto, become a Base Rate Loan, and (c) the obligations of the
Banks to make Eurodollar Rate Loans shall be suspended until the Agent or the
Majority Banks determines that the circumstances giving rise to such suspension
no longer exist, whereupon the Agent or, as the case may be, the Agent upon the
instruction of the Majority Banks, shall so notify the Borrower and the Banks.

6.5. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Bank to make or maintain
Eurodollar Rate Loans, such Bank shall forthwith give notice of such
circumstances to the Borrower and the other Banks and thereupon (a) the
commitment of such Bank to make

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Eurodollar Rate Loans or convert Base Rate Loans to Eurodollar Rate Loans shall
forthwith be suspended and (b) such Bank's Revolving Credit Loans then
outstanding as Eurodollar Rate Loans, if any, shall be converted automatically
to Base Rate Loans on the last day of each Interest Period applicable to such
Eurodollar Rate Loans or within such earlier period as may be required by law.
The Borrower hereby agrees promptly to pay the Agent for the account of such
Bank, upon demand by such Bank, any additional amounts necessary to compensate
such Bank for any costs incurred by such Bank in making any conversion in
accordance with this Section 6.5, including any interest or fees payable by such
Bank to lenders of funds obtained by it in order to make or maintain its
Eurodollar Rate Loans hereunder.

6.6. ADDITIONAL COSTS, ETC. If any introduction, adoption or change
in any applicable law or regulation, which expression, as used herein, includes
statutes, rules and regulations thereunder or changes in the interpretations
thereof by any competent court or by any governmental or other regulatory body
or official charged with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or from time to time
hereafter made upon or otherwise issued to any Bank or the Agent by any central
bank or other fiscal, monetary or other authority (whether or not having the
force of law), shall:

(a) subject any Bank or the Agent to any tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature with
respect to this Credit Agreement, the other Loan Documents, any
Letters of Credit, any Bankers' Acceptances, such Bank's Commitment
or the Revolving Credit Loans (other than taxes based upon or
measured by the income or profits of such Bank or the Agent), or

(b) materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Bank of the
principal of or the interest on any Revolving Credit Loans or any
other amounts payable to any Bank or the Agent under this Credit
Agreement or any of the other Loan Documents, or

(c) impose or increase or render applicable (other than to
the extent specifically provided for elsewhere in this Credit
Agreement) any special deposit, reserve, assessment, liquidity or
other similar requirements (whether or not having the force of law)
against assets held by, or deposits in or for the account of, or
loans by, or letters of credit issued by, or commitments of an office
of any Bank, or

(d) impose on any Bank or the Agent any other conditions or
requirements with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, any Bankers' Acceptances, the
Revolving Credit Loans, such Bank's Commitment, or any class of
loans, letters of credit or commitments of which any of the Revolving
Credit Loans or such Bank's Commitment forms a part, and the result
of any of the foregoing is

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(i) to increase the cost to any Bank of making,
funding, issuing, renewing, extending or maintaining any of
the Revolving Credit Loans or such Bank's Commitment or any
Letter of Credit or any Bankers' Acceptance if such Bank
deems such cost to be material, or

(ii) to reduce the amount of principal, interest,
Reimbursement Obligation or other amount payable to such
Bank or the Agent hereunder on account of such Bank's
Commitment, any Letter of Credit, any Bankers' Acceptance
or any of the Revolving Credit Loans, or

(iii) to require such Bank or the Agent to make
any payment or to forego any interest or Reimbursement
Obligation or other sum payable hereunder, the amount of
which payment or foregone interest or Reimbursement
Obligation or other sum is calculated by reference to the
gross amount of any sum receivable or deemed received by
such Bank or the Agent from the Borrower hereunder,

then, and in each such case, the Borrower will promptly upon demand made by such
Bank or (as the case may be) the Agent at any time and from time to time and as
often as the occasion therefor may arise, pay to such Bank or the Agent such
additional amounts (but without duplication for amounts paid pursuant to another
provision of this Credit Agreement) as will be sufficient to compensate such
Bank or the Agent for such additional cost, reduction, payment or foregone
interest or Reimbursement Obligation or other sum.

6.7. CAPITAL ADEQUACY. If after the date hereof any Bank or the Agent
determines that (a) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by a court or governmental
authority with appropriate jurisdiction, or (b) compliance by such Bank or the
Agent or any corporation controlling such Bank or the Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the
effect of reducing the return on such Bank's or the Agent's commitment with
respect to any Revolving Credit Loans to a level below that which such Bank or
the Agent could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's or the Agent's then existing policies
with respect to capital adequacy and assuming full utilization of such entity's
capital) by any amount deemed by such Bank or (as the case may be) the Agent to
be material, then such Bank or the Agent may notify the Borrower of such fact.
To the extent that the amount of such reduction in the return on capital is not
reflected in the Base Rate, the Borrower and such Bank shall thereafter attempt
to negotiate in good faith, within thirty (30) days of the day on which the
Borrower receives such notice, an adjustment payable hereunder that will
adequately compensate such Bank in light of these circumstances. If the Borrower

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and such Bank are unable to agree to such adjustment within thirty (30) days of
the date on which the Borrower receives such notice, then commencing on the date
of such notice (but not earlier than the effective date of any such increased
capital requirement), the fees payable hereunder shall increase by an amount
that will, in such Bank's reasonable determination, provide adequate
compensation. Each Bank shall allocate such cost increases among its customers
in good faith and on an equitable basis.

6.8. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to Sections 6.6 or 6.7 and a brief explanation of such amounts
which are due and the basis upon which such amounts were calculated, submitted
by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest
error, that such amounts are due and owing.

6.9. INDEMNITY. The Borrower agrees to indemnify each Bank and to
hold each Bank harmless from and against any loss, cost or expense (including
loss of anticipated profits) that such Bank may sustain or incur as a
consequence of (a) default by the Borrower in payment of the principal amount of
or any interest on any Eurodollar Rate Loans as and when due and payable,
including any such loss or expense arising from interest or fees payable by such
Bank to lenders of funds obtained by it in order to maintain its Eurodollar Rate
Loans, (b) default by the Borrower in making a borrowing of a Eurodollar Rate
Loan or conversion to a Eurodollar Rate Loan after the Borrower has given (or is
deemed to have given) a Loan Request or a Conversion Request relating thereto in
accordance with Section 2.6, or Section 2.7 or (c) the making of any payment of
a Eurodollar Rate Loan or the making of any conversion of any such Revolving
Credit Loan to a Base Rate Loan on a day that is not the last day of the
applicable Interest Period with respect thereto, including interest or fees
payable by such Bank to lenders of funds obtained by it in order to maintain any
such Revolving Credit Loans.

6.10. INTEREST AFTER DEFAULT. Overdue principal and (to the extent
permitted by applicable law) interest on the Revolving Credit Loans and all
other overdue amounts payable hereunder or under any of the other Loan Documents
shall bear interest compounded monthly and payable on demand at a rate per annum
equal to two percent (2%) above the Base Rate until such amount shall be paid in
full (after as well as before judgment).

6.11. CERTAIN BANK OBLIGATIONS.

6.11.1. REPLACEMENT BANKS. Within thirty (30) days after
(a) any Bank has demanded compensation from the Borrower pursuant to
Sections 6.2.2, 6.6 or 6.7 hereof, (b) any Bank fails or refuses to
make available to the Agent on any Drawdown Date the amount of its
Commitment Percentage of any requested Revolving Credit Loan or (c)
there shall have occurred a change in law with respect to any Bank as
a consequence of which it shall have become unlawful for such Bank to
make a Eurodollar Rate Loan on any Drawdown Date, as described in
Section 6.5 hereof (any such Bank described in the foregoing

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clauses (a), (b) or (c) is hereinafter referred to as an "Affected
Bank"), the Borrower may request that the other Banks (the
"Non-Affected Banks") acquire all, but not less than all, of the
Affected Bank's outstanding Revolving Credit Loans and assume all,
but not less than all, of the Affected Bank's Commitment. If the
Borrower so requests, the Non-Affected Banks may elect to acquire all
or any portion of the Affected Bank's outstanding Revolving Credit
Loans and to assume all or any portion of the Affected Bank's
Commitment; provided, however, such Non-Affected Bank shall also be
required to acquire and assume all or a like pro rata portion of such
assignor's interests under the FIL Credit Agreement. If the
Non-Affected Banks do not elect to acquire and assume all of the
Affected Bank's outstanding Revolving Credit Loans and Commitment and
like interest and liabilities of the Affected Bank under the FIL
Credit Agreement, the Borrower may designate a replacement bank or
banks (which must be an Eligible Assignee), which must be reasonably
satisfactory to the Agent, to acquire and assume that portion of the
outstanding Revolving Credit Loans and Commitment of the Affected
Bank not being acquired and assumed by the Non-Affected Banks;
provided, however, such assignee shall also be required to acquire
and assume all or a like pro rata portion of such assignor's
interests under the FIL Credit Agreement. The provisions of
Section 19 hereof shall apply to all reallocations pursuant to this
Section 6.11 (including, without limitation, the provisions
pertaining to pro rata allocations with the FIL Credit Agreement),
and the Affected Bank and any Non-Affected Banks and/or replacement
banks which are to acquire the Revolving Credit Loans and Commitment
of the Affected Bank shall execute and deliver to the Agent, in
accordance with the provisions of Section 19 hereof, such Assignments
and Acceptances and other instruments, as are required pursuant to
Section 18 hereof to give effect to such reallocations; provided,
however, the Borrower shall, or shall cause the assignee Bank, pay
the registration fee set forth in Section 18.3. Any Non-Affected
Banks which are to acquire the Revolving Credit Loans and Commitment
of the Affected Bank shall be deemed to be Eligible Assignees for all
purposes of Section 19 hereof. On the effective date of the
applicable Assignments and Acceptances, the Borrower shall pay to the
Affected Bank all interest accrued on its Revolving Credit Loans up
to but excluding such date, along with any fees payable to such
Affected Bank hereunder up to but excluding such date, including,
without limitation, any amounts that would have been payable pursuant
to Section 6.9 hereof in connection with a prepayment.

6.11.2. MITIGATION. If (a) any Bank shall request
compensation under Section 6.6 or Section 6.7 hereof, (b) any Bank
delivers a notice described in Section 6.5 or (c) the Borrower is
required to pay any additional amount to any Bank, or any
governmental authority on account of any Bank pursuant to Section 6.2
or Section 6.6, such Bank agrees to use reasonable efforts
(consistent with legal and regulatory restrictions) to change its
Domestic Lending Office or Eurodollar Lending Office, as the case may
be, to avoid or to minimize any amounts otherwise payable under
Sections 6.2, 6.6 or 6.7 or enable it to withdraw a notice

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given pursuant to Section 6.5, in each case solely if such change can
be made in a manner so that such Bank, in its sole determination,
suffers no significant legal, economic or regulatory disadvantage.
The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Bank in connection with any such change.

6.11.3. FILING REQUIREMENTS. Upon the written request of
the Borrower, each Bank shall, to the extent requested by the
Borrower and to the fullest extent that it lawfully may do so,
deliver to the Borrower and the Agent or file with the relevant
taxing authority, such form, certification or other evidence, as
required by applicable law or treaty, properly completed and duly
executed by such Bank, establishing that a payment by such Borrower
is (x) not subject to withholding tax under the law of such
jurisdiction or (y) totally exempt from such withholding tax or
subject to a reduced rate of such tax under a provision of an
applicable tax treaty, and in any event not subject to any back-up
withholding so long as the completion, execution or submission of
such form, certification or other evidence would not materially
prejudice the legal or commercial position of such Bank. The Borrower
agrees to furnish to each Bank the applicable tax forms promptly upon
request therefor. Notwithstanding anything to the contrary contained
herein, such Bank will not be required to (a) disclose information
which in its reasonable judgment it deems confidential or proprietary
or (b) incur a disadvantage if such disadvantage would, in its
reasonable judgment, be substantial in comparison to any additional
amount otherwise payable the Borrower hereunder.

7. COLLATERAL SECURITY AND GUARANTIES.

7.1. SECURITY OF BORROWER. The Obligations shall be secured by a
perfected first priority security interest (subject only to Permitted Liens
entitled to priority under applicable law) in certain of the assets of the
Borrower, whether now owned or hereafter acquired, pursuant to the terms of the
Security Documents to which the Borrower is a party.

7.2. GUARANTEES AND SECURITY OF SUBSIDIARIES. The Obligations shall
also be guaranteed pursuant to the terms of the Guarantees. The obligations of
the Guarantors under the Guarantees shall be in turn secured by a perfected
first priority security interest (subject only to Permitted Liens entitled to
priority under applicable law) in certain of the assets of each such Guarantor,
whether now owned or hereafter acquired, pursuant to the terms of the Security
Documents to which such Guarantor is a party.

7.3. CHANGE OF STATUS. To the extent that any Excluded Subsidiary
requests at any time after the Closing Date to become a Guarantor hereunder,
such Person shall send a written notice of such request to the Agent. To the
extent the Agent and the Majority Banks consent to such a request, and provided
such Person delivers to the Agent an executed Guarantee, Security Agreement and
further

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Security Documents or other instruments and documents as the Agent may require
in order to grant to the Agent a first priority perfected security interest (or
a comparable interest in the case of a security interest being taken outside of
the United States of America) in such Person's inventory and Accounts Receivable
(including after acquired) as shall be required by Section 7.2, together with
legal opinions in form and substance reasonably satisfactory to the Agent,
opining as to the authorization, validity and enforceability of such Guarantee
and Security Document and the perfection of such security interests, such Person
shall, after delivery of all such documents and instruments, cease being an
Excluded Subsidiary hereunder and shall be a Guarantor hereunder. To the extent
that in any relevant jurisdiction it is not possible or reasonably practical for
the Agent to obtain such security (or comparable) interest solely in inventory
and Accounts Receivable (including after acquired), or the rights or remedies of
the Agent with respect to inventory or Accounts Receivable collateral (including
after acquired) will be significantly impaired, without the Agent also obtaining
a security (or comparable) interest in other assets of such Guarantor, the
Security Documents or other instruments or documents shall include a security
(or comparable) first priority interest in favor of the Agent in such other
assets of such Guarantor, subject only to Permitted Liens.

8. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Banks and the Agent as
follows:

8.1. CORPORATE AUTHORITY.

8.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower
and its Subsidiaries (a) is a corporation duly organized, validly
existing and in good standing under the laws of its state or country
of incorporation, (b) has all requisite corporate power to own its
property and conduct its business as now conducted and as presently
contemplated, and (c) is in good standing as a foreign corporation
and is duly authorized to do business in each jurisdiction where such
qualification is necessary except where a failure to be so qualified
would not have a Material Adverse Effect.

8.1.2. AUTHORIZATION. The execution, delivery and
performance of this Credit Agreement and the other Loan Documents to
which the Borrower or any of its Subsidiaries is or is to become a
party and the transactions contemplated hereby and thereby (a) are
within the corporate authority of such Person, (b) have been duly
authorized by all necessary corporate proceedings, (c) do not
conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which the Borrower
or any of its Subsidiaries is subject or any judgment, order, writ,
injunction, license or permit applicable to the Borrower or any of
its Subsidiaries, (d) require any waivers, consents or approvals by
any of such Person's creditors which have not been obtained, (e) do
not require any consents or approvals by any of such Person's
shareholders (except such as will be duly obtained

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on or prior to the date hereof and will be in full force and effect
on and as of such dates) and (f) do not conflict with any provision
of the corporate charter or bylaws (or similar charter and/or
organization documents) of, or any agreement or other instrument
binding upon, the Borrower or any of its Subsidiaries.

8.1.3. ENFORCEABILITY. The execution and delivery of this
Credit Agreement and the other Loan Documents to which the Borrower
or any of its Subsidiaries is or is to become a party will result in
valid and legally binding obligations of such Person enforceable
against it in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors'
rights and except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be
brought.

8.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance
by the Borrower and any of its Subsidiaries of this Credit Agreement and the
other Loan Documents to which the Borrower or any of its Subsidiaries is or is
to become a party and the transactions contemplated hereby and thereby
(including but not limited to the making by the Borrower of the borrowings
contemplated by this Credit Agreement or the obtaining of the Letters of Credit)
do not require the approval, consent, order, authorization or license by, or
giving notice to, or taking any other action with respect to, or filing with,
any governmental agency or authority of any jurisdiction or other fiscal,
monetary or other authority, under any provisions of any laws or governmental
rules, regulations, orders or decrees of any jurisdiction or the central bank of
any jurisdiction or other fiscal, monetary or other authority, under any
provisions of any laws or governmental rules, regulations, orders or decrees of
any jurisdictions applicable to and binding on the Borrower or any Subsidiary,
other than those previously disclosed to the Agent in writing on or prior to the
Closing Date or those already obtained or, if not so obtained, could not
reasonably be expected to have a Material Adverse Effect.

8.3. TITLE TO PROPERTIES; LEASE. Except as indicated on Schedule 8.3
hereto, the Borrower and its Subsidiaries own or lease all of the assets
reflected in the consolidating balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date or acquired since that date (except
property and assets sold or otherwise disposed of in the ordinary course of
business or in transactions permitted hereunder since that date), subject to no
rights of others, including any mortgages, leases, conditional sales agreements,
title retention agreements, liens or other encumbrances except Permitted Liens.

8.4. NO MATERIAL CHANGES, ETC; SOLVENCY

8.4.1. NO CHANGES. Since the Balance Sheet Date there has
occurred no materially adverse change in the financial condition or
business of the

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Borrower and its Subsidiaries as shown on or reflected in the
consolidating balance sheet of the Borrower and its Subsidiaries as
at the Balance Sheet Date, or the consolidated statement of income
for the fiscal year then ended, other than those disclosed in writing
to the Agent prior to the date hereof or in any other financial
statements provided to the Agent on or prior to the date hereof and
other than changes in the ordinary course of business that have not
had any Material Adverse Effect.

8.4.2. SOLVENCY. The Borrower and its Subsidiaries, on a
consolidated basis, both before and after giving effect to the
transactions contemplated by this Credit Agreement and the other Loan
Documents (a) are solvent, (b) have assets having a fair value in
excess of their liabilities, (c) have assets having a fair value in
excess of the amount required to pay their liabilities on existing
debts as such debts become absolute and matured, and (d) have, and
expects to continue to have, access to adequate capital for the
conduct of their business and the ability to pay their debts from
time to time incurred in connection with the operation of their
business as such debts mature.

8.5. FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the Borrower and
its Subsidiaries possesses all material franchises, patents, copyrights,
trademarks, trade names, licenses and permits, and rights in respect of the
foregoing, adequate for the conduct of its business substantially as now
conducted without known conflict with any rights of others.

8.6. LITIGATION. There are no actions, suits, proceedings or
investigations of any kind pending or threatened against the Borrower or any of
its Subsidiaries before any court, tribunal or administrative agency or board
that could reasonably be expected to, either in any case or in the aggregate,
have a Material Adverse Effect or materially impair the right of the Borrower
and its Subsidiaries, considered as a whole, to carry on business substantially
as now conducted by them, or which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.

8.7. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor
any of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation that has or is
expected in the future to have a Materially Adverse Effect. Neither the Borrower
nor any of its Subsidiaries is a party to any contract or agreement that has or
is expected, in the judgment of the Borrower's officers, to have any Materially
Adverse Effect.

8.8. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the
Borrower nor any of its Subsidiaries is in violation of any provision of its
charter documents, bylaws, or any agreement or instrument to which it may be
subject or by which it or any of its properties may be bound or any decree,
order, judgment, statute, license, rule or regulation, in any of the foregoing
cases in a manner that could reasonably be expected to result in the imposition
of substantial penalties or have a Material Adverse Effect.

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8.9. TAX STATUS. Except as set forth on Schedule 8.9 hereto, the
Borrower and its Subsidiaries (a) have made or filed all federal, state and
foreign income and all other tax returns, reports and declarations required by
any jurisdiction to which any of them is subject, (b) have paid all taxes and
other governmental assessments and charges shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith
and by appropriate proceedings and (c) have set aside on their books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Borrower know of no basis for any such
claim.

8.10. NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

8.11. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the
Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary
company" of a "holding company", or an affiliate" of a "holding company", as
such terms are defined in the Public Utility Holding Company Act of 1935; nor is
it an "investment company", or an "affiliated company" or a "principal
underwriter" of an "investment company", as such terms are defined in the
Investment Company Act of 1940.

8.12. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security interest
in, any assets or property of the Borrower or any of its Subsidiaries or any
rights relating thereto.

8.13. PERFECTION OF SECURITY INTEREST. Except as disclosed to the
Agent in writing on or prior to the Closing Date, all filings, assignments,
pledges and deposits of documents or instruments have been made and all other
actions have been taken that are necessary or advisable, under applicable law,
to establish and perfect (or establish a comparable interest in the case of
Collateral located outside of the United States of America) the Agent's security
interest in the Collateral. The Collateral and the Agent's rights with respect
to the Collateral are not subject to any setoff, claims, withholdings or other
defenses other than rights of setoff, claims, withholdings and other defenses
arising in the ordinary course of business by purchasers of goods of the
Borrower in the ordinary course of business. The Borrower or a Subsidiary of the
Borrower party to one of the Security Agreements is the owner of the Collateral
free from any lien, security interest, encumbrance and any other claim or
demand, except for Permitted Liens.

8.14. CERTAIN TRANSACTIONS. Except (a) as permitted by the FIL Credit
Agreement (b) for transactions involving annual payments of not more than
$500,000 in the aggregate, and (c) for arm's length transactions pursuant to
which

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the Borrower or any of its Subsidiaries makes payments in the ordinary course of
business upon terms no less favorable than the Borrower or such Subsidiary could
obtain from third parties, none of the officers, directors, or employees of the
Borrower or any of its Subsidiaries is presently a party to any transaction with
the Borrower or any of its Subsidiaries (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Borrower, any
corporation, partnership, trust or other entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.

8.15. EMPLOYEE BENEFIT PLANS.

8.15.1. IN GENERAL. The Borrower and each of its
Subsidiaries is in material compliance with any and all applicable
laws, rules, and regulations governing pension plans and employee
benefit plans, except where such noncompliance would not have a
Material Adverse Effect. To the extent applicable for the Borrower or
any Subsidiary, each Employee Benefit Plan and each Guaranteed
Pension Plan has been maintained and operated in compliance in all
material respects with the provisions of ERISA and, to the extent
applicable, the Code, including but not limited to the provisions
thereunder respecting prohibited transactions and the bonding of
fiduciaries and other persons handling plan funds as required by
Section 412 of ERISA. To the extent applicable, the Borrower has
heretofore caused to be delivered to the Agent the most recently
completed annual report, Form 5500, with all required attachments,
and actuarial statement required to be submitted under Section 103(d)
of ERISA, with respect to each Guaranteed Pension Plan.

8.15.2. TERMINABILITY OF WELFARE PLANS. To the extent
applicable for the Borrower or any Subsidiary, no Employee Benefit
Plan which is an employee welfare benefit plan within the meaning of
Section 3(1) or Section 3(2)(B) of ERISA provides benefit coverage
subsequent to termination of employment except as required by Title
I, Part 6 of ERISA or applicable state insurance laws. The Borrower
or such Subsidiary, as the case may be, may cause the termination of
each such Plan at any time (or at any time subsequent to the
expiration of any applicable bargaining agreement) in the discretion
of the Borrower without liability to any Person other than for claims
arising prior to termination.

8.15.3. GUARANTEED PENSION PLANS. To the extent
applicable, each contribution required to be made to a Guaranteed
Pension Plan, whether required to be made to avoid the incurrence of
an accumulated funding deficiency, the notice or lien provisions of
Section 302(f) of ERISA, or otherwise, has been timely made. No
waiver of an accumulated funding deficiency or extension of
amortization periods has been received with respect to any Guaranteed
Pension Plan, and neither the Borrower nor any ERISA Affiliate

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is obligated to or has posted security in connection with an
amendment of a Guaranteed Pension Plan pursuant to Section 307 of
ERISA or Section 401(a)(29) of the Code. No liability to the PBGC
(other than required insurance premiums, all of which have been paid)
has been incurred by the Borrower or any ERISA Affiliate with respect
to any Guaranteed Pension Plan and there has not been any ERISA
Reportable Event, or any other event or condition which presents a
material risk of termination of any Guaranteed Pension Plan by the
PBGC. Based on the latest valuation of each Guaranteed Pension Plan
(which in each case occurred within twelve months of the date of this
representation), and on the actuarial methods and assumptions
employed for that valuation, the aggregate benefit liabilities of all
such Guaranteed Pension Plans within the meaning of Section 4001 of
ERISA (to the extent ERISA is applicable) did not exceed the
aggregate value of the assets of all such Guaranteed Pension Plans,
disregarding for this purpose the benefit liabilities and assets of
any Guaranteed Pension Plan with assets in excess of benefit
liabilities, by more than $500,000.

8.15.4. MULTIEMPLOYER PLANS. To the extent applicable,
neither the Borrower nor any ERISA Affiliate has incurred any
material liability (including secondary liability) to any
Multiemployer Plan as a result of a complete or partial withdrawal
from such Multiemployer Plan under Section 4201 of ERISA or as a
result of a sale of assets described in Section 4204 of ERISA.
Neither the Borrower nor any ERISA Affiliate has been notified that
any Multiemployer Plan is in reorganization or insolvent under and
within the meaning of Section 4241 or Section 4245 of ERISA or is at
risk of entering reorganization or becoming insolvent, or that any
Multiemployer Plan intends to terminate or has been terminated under
Section 4041A of ERISA.

8.16. REGULATIONS U AND X. The proceeds of the Revolving Credit Loans
shall be used to refinance existing Indebtedness and for working capital and
general corporate purposes. The Borrower will obtain Letters of Credit and
Bankers' Acceptances solely for working capital and general corporate purposes.
No portion of any Revolving Credit Loan is to be used, and no portion of any
Letter of Credit or Bankers' Acceptance is to be obtained, for the purpose of
purchasing or carrying any "margin security" or "margin stock" as such terms are
used in Regulations U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R. Parts 221 and 224. In addition, no portion of the proceeds of
any Revolving Credit Loan is to be used, and no portion of any Letter of Credit
or Bankers' Acceptance is to be obtained, for the purpose of (a) knowingly
purchasing, or providing credit support for the purchase of, Ineligible
Securities from a Section 20 Subsidiary during any period in which such Section
20 Subsidiary makes a market in such Ineligible Securities, (b) knowingly
purchasing, or providing credit support for the purchase of, during the
underwriting or placement period, any Ineligible Securities being underwritten
or privately placed by a Section 20 Subsidiary, or (c) making, or providing
credit support for the making of, payments of principal or interest on
Ineligible Securities underwritten or privately placed by a Section 20
Subsidiary and

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issued by or for the benefit of the Borrower or any Subsidiary or other
Affiliate of the Borrower.

8.17. ENVIRONMENTAL COMPLIANCE. Each of the Borrower and its
Subsidiaries, to the extent applicable to such Person, has taken all necessary
steps to investigate the past and present condition and usage of the Real Estate
located in the United States of America and the operations conducted thereon
and, based upon such diligent investigation, has determined that:

(a) none of the Borrower, its Subsidiaries or any operator
of such Real Estate or any operations thereon is in violation, or
alleged violation, of any judgment, decree, order, law, license, rule
or regulation pertaining to environmental matters, including without
limitation, those arising under the Resource Conservation and
Recovery Act ("RCRA"), the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 as amended ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986 ("XXXX"), the
Federal Clean Water Act, the Federal Clean Air Act, the Toxic
Substances Control Act, as applicable or any applicable state or
local statute, regulation, ordinance, order or decree relating to
health, safety or the environment (hereinafter "Environmental Laws"),
which violation would have a Material Adverse Effect;

(b) neither the Borrower nor any of its Subsidiaries has
received notice from any third party including, without limitation,
any federal, state or local governmental authority, (i) that any one
of them has been identified by the United States Environmental
Protection Agency ("EPA") as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List,
40 C.F.R. Part 000 Xxxxxxxx X; (ii) that any hazardous waste, as
defined by 42 U.S.C. Section 6903(5), any hazardous substances as
defined by 42 U.S.C. Section 9601(14), any pollutant or contaminant
as defined by 42 U.S.C. Section 9601(33) and any toxic substances,
oil or hazardous materials or other chemicals or substances regulated
by any Environmental Laws ("Hazardous Substances") which any one of
them has generated, transported or disposed of has been found at any
site at which a federal, state or local agency or other third party
has conducted or has ordered that any Borrower or any of its
Subsidiaries conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that it
is or shall be a named party to any claim, action, cause of action,
complaint, or legal or administrative proceeding (in each case,
contingent or otherwise) arising out of any third party's incurrence
of costs, expenses, losses or damages of any kind whatsoever in
connection with the release of Hazardous Substances;

(c) except as set forth on Schedule 8.17 attached hereto:
(i) no portion of such Real Estate has been used by the Borrower or
any Subsidiary for the handling, processing, storage or disposal of
Hazardous Substances except in accordance with applicable
Environmental Laws; and no underground tank or other underground
storage receptacle for Hazardous Substances is located

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on any portion of such Real Estate; (ii) in the course of any
activities conducted by the Borrower, its Subsidiaries or operators
of its properties, no Hazardous Substances have been generated or are
being used on such Real Estate except in accordance with applicable
Environmental Laws in all material respects or where such
noncompliance would not have a Materially Adverse Effect; (iii) there
have been no releases (i.e. any past or present releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, disposing or dumping) or, to its knowledge,
threatened releases of Hazardous Substances on, upon, into or from
the properties of the Borrower or its Subsidiaries, which releases
would have a Material Adverse Effect; (iv) to the best of the
Borrower's knowledge, there have been no releases on, upon, from or
into any real property in the vicinity of any of the Real Estate
which, through soil or groundwater contamination, have come to be
located on, and which would have a Material Adverse Effect; and (v)
in addition, any Hazardous Substances that have been generated on any
of such Real Estate located in the United States of America have been
transported offsite only by carriers having an identification number
issued by the EPA, treated or disposed of only by treatment or
disposal facilities maintaining valid permits as required under
applicable Environmental Laws, which transporters and facilities have
been and are, to the best of the Borrower's knowledge, operating in
compliance with such permits and applicable Environmental Laws; and

(d) None of the Borrower and its Subsidiaries or any Real
Estate located in the United States of America is subject to any
applicable United States environmental law requiring the performance
of Hazardous Substances site assessments, or the removal or
remediation of Hazardous Substances, or the giving of notice to any
United States or state governmental agency or the recording or
delivery to other Persons of an environmental disclosure document or
statement, in each case, by virtue of the transactions set forth
herein and contemplated hereby, or as a condition to the
effectiveness of any transactions contemplated hereby.

8.18. SUBSIDIARIES, ETC. As of the date hereof, the only Subsidiaries
of the Borrower are as set forth on Schedule 8.18 (a) hereto. In addition, as of
the date hereof, the only Subsidiaries of any Subsidiary are as set forth on
Schedule 8.18 (b) hereto. Except as permitted by this Credit Agreement, neither
the Borrower nor any Subsidiary of the Borrower is engaged in any material joint
venture or partnership with any other Person.

8.19. CHIEF EXECUTIVE OFFICES. As of the date hereof, the Borrower's
chief executive office is at 0000 Xxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, at
which location its books and records are kept.

8.20. FISCAL YEAR. Each of the Borrower and its Subsidiaries has a
fiscal year which is the twelve (12) months ending on March 31 of each year.

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8.21. NO AMENDMENTS TO CERTAIN DOCUMENTS. Except as disclosed to the
Agent in writing on or prior to the date hereof, each of the representations and
warranties made by the Borrower or any of its Subsidiaries in any of the Loan
Documents was true and correct in all material respects when made and continues
to be true and correct in all material respects on the date hereof, except to
the extent that any of such representations and warranties relate, by the
express terms thereof, solely to a date falling prior to the date hereof, and
except to the extent that any of such representations and warranties may have
been affected by the consummation of the transactions contemplated and permitted
or required by the Loan Documents.

8.22. DISCLOSURE No representation or warranty made by the Borrower
in this Credit Agreement or in any agreement, instrument, document, certificate,
statement or letter furnished to the Agent or any Bank by or on behalf of the
Borrower in connection with any of the transactions contemplated by any of the
Loan Documents contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained
therein not misleading in light of the circumstances in which they are made;
provided that no representation or warranty is made by the Borrower as to any
budget (whether delivered to the Agent or any Bank prior to the Closing Date or
pursuant to Section 8.4(f)) other than that such budgets have been prepared in
good faith on the basis of assumptions and estimates that the Borrower believes
to be reasonable.

8.23. INSURANCE. The Borrower and each of its Subsidiaries maintains
with financially sound and reputable insurers insurance with respect to its
properties and businesses against such casualties and contingencies as are in
accordance with sound business practices.

9. AFFIRMATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Revolving
Credit Loan, Unpaid Reimbursement Obligation, Letter of Credit, Bankers'
Acceptance or Revolving Credit Note is outstanding or any Bank has any
obligation to make any Revolving Credit Loans or to accept and/or purchase any
Bankers' Acceptance Participations or the Agent has any obligation to issue,
extend or renew any Letters of Credit or to accept and/or purchase any Bankers'
Acceptances:

9.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Revolving Credit Loans, the
Bankers' Acceptances, all Reimbursement Obligations, the Letter of Credit Fees,
the Acceptances Fees, the Commitment Fees, the Agent's fee and all other amounts
provided for in this Credit Agreement and the other Loan Documents to which the
Borrower or any of its Subsidiaries is a party, all in accordance with the terms
of this Credit Agreement and such other Loan Documents.

9.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief
executive office in San Jose, California, or at such other place in the United
States of America as the Borrower shall designate upon written notice to the
Agent, where notices,

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presentations and demands to or upon the Borrower in respect of the Loan
Documents to which the Borrower is a party may be given or made.

9.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each
of its Subsidiaries to keep, true and accurate records and books of account in
which true and correct entries will be made in accordance with generally
accepted accounting principles, (b) maintain adequate accounts and reserves for
all taxes (including income taxes), depreciation, depletion, obsolescence and
amortization of its properties and the properties of its Subsidiaries,
contingencies, and other reserves as required by generally accepted accounting
principles and (c) at all times, engage Xxxxxx Xxxxxxxx LLP or a nationally
recognized independent certified public accounting firm that is currently known
as a "Big Four" accounting firm or by another independent certified public
accountants as shall be satisfactory to the Agent, as their independent
certified public accountants and will not permit more than thirty (30) days to
elapse between the cessation of such firm's (or any successor firm's) engagement
as the independent certified public accountants of the Borrower and the
appointment to such capacity of a successor firm as shall be satisfactory to the
Agent.

9.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower
will deliver to each of the Banks:

(a) as soon as practicable, but in any event not later than
forty-five days after the end of each fiscal quarter of the Borrower,
a statement certified by the principal financial or accounting
officer of FIL in substantially the form of Exhibit D hereto (the
"Compliance Certificate") and setting forth in reasonable detail
computations evidencing the computation of the Leverage Ratio and (if
applicable) reconciliations to reflect changes in generally accepted
accounting principles since the Balance Sheet Date;

(b) contemporaneously with the filing or mailing thereof,
copies of all material of a financial nature filed with the
Securities and Exchange Commission, or sent to the stockholders of
the Borrower; and

(c) from time to time such other financial data and
information (including accountants, management letters) as the Agent
or any Bank may reasonably request.

9.5. NOTICES.

9.5.1. DEFAULTS. The Borrower will promptly notify the
Agent and each of the Banks in writing of the occurrence of any
Default or Event of Default. If any Person shall give any notice or
take any other action in respect of a claimed default (whether or not
constituting an Event of Default under this Credit Agreement) under
any other note, evidence of indebtedness, indenture or other
obligation to which or with respect to which the Borrower or any of
its Subsidiaries is a party or obligor, whether as principal,
guarantor, surety or otherwise, and such default either (a)

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relates to Indebtedness in an aggregate amount in excess of
$1,000,000 or (b) could reasonably be expected to have a Material
Adverse Effect, the Borrower shall forthwith give written notice
thereof to the Agent and each of the Banks, describing the notice or
action and the nature of the claimed default.

9.5.2. ENVIRONMENTAL EVENTS. The Borrower will promptly
give notice to the Agent and each of the Banks (a) of any violation
of any Environmental Law that the Borrower or any of its Subsidiaries
reports in writing or is reportable by such Person in writing (or for
which any written report supplemental to any oral report is made) to
any United States federal, state or local environmental agency or any
violation of any law, rule, regulation or order pertaining to any
environmental matters in any jurisdiction outside of the United
States, if such violation could reasonably be expected to have a
Material Adverse Effect and (b) upon becoming aware thereof, of any
inquiry, proceeding, investigation, or other action, including a
notice from any agency of potential environmental liability, of any
United States federal, state or local environmental agency or board,
that could reasonably be expected to have a Material Adverse Effect.

9.5.3. NOTIFICATION OF CLAIM AGAINST COLLATERAL. The
Borrower will, immediately upon becoming aware thereof, notify the
Agent and each of the Banks in writing of any setoff, claims
(including, with respect to the Real Estate, environmental claims),
withholdings or other defenses (other than rights of setoffs, claims,
withholdings and other defenses arising in the ordinary course of
business by purchasers of goods of the Borrower in the ordinary
course of business) to which any of the Collateral, or the Agent's
rights with respect to the Collateral, are subject.

9.5.4. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower
will, and will cause each of its Subsidiaries to, give notice to the
Agent and each of the Banks in writing within fifteen (15) days of
becoming aware of any litigation or proceedings threatened in writing
or any pending litigation and proceedings affecting the Borrower or
any of its Subsidiaries or to which the Borrower or any of its
Subsidiaries is or becomes a party involving an uninsured claim
against the Borrower or any of its Subsidiaries that could reasonably
be expected to have a Material Adverse Effect and stating the nature
and status of such litigation or proceedings. The Borrower will, and
will cause each of its Subsidiaries to, give notice to the Agent and
each of the Banks, in writing, in form and detail satisfactory to the
Agent, within ten (10) days of any judgment not covered by insurance,
final or otherwise, against the Borrower or any of its Subsidiaries
in an amount in excess of $500,000.

9.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence, rights and franchises and those of its
Subsidiaries and, without the consent of the Agent, will not, and will not cause
or permit any of its

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Subsidiaries to, convert to a limited liability company. It (a) will cause all
of its properties and those of its Subsidiaries used or useful in the conduct of
its business or the business of its Subsidiaries to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment (ordinary wear and tear excepted), (b) will cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in the judgment of the Borrower may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times, and (c) will, and will cause each of its Subsidiaries to, continue
to engage primarily in the businesses now conducted by them and in related
businesses; provided that nothing in this Section 9.6 shall prevent the Borrower
from dissolving, merging (to the extent permitted by the Loan Documents) or
otherwise discontinuing the operation and maintenance of any of its properties
or any of those of its Subsidiaries if such discontinuance is, in the judgment
of the Borrower, desirable in the conduct of its or their business and that do
not have a Material Adverse Effect.

9.7. INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such casualties
and contingencies as shall be in accordance with the general practices of
businesses engaged in similar activities in similar geographic areas and in
amounts, containing such terms, in such forms and for such periods as may be
reasonable and prudent and in accordance with the terms of the Security
Agreements.

9.8. TAXES. The Borrower will, and will cause each of its
Subsidiaries to, duly pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments and other
governmental charges imposed upon it and its real properties, sales and
activities, or any part thereof, or upon the income or profits therefrom, as
well as all claims for labor, materials, or supplies that if unpaid might by law
become a lien or charge upon any of its property; provided that any such tax,
assessment, charge, levy or claim need not be paid if the validity or amount
thereof shall currently be contested in good faith by appropriate proceedings
and if the Borrower or such Subsidiary shall have set aside on its books
adequate reserves with respect thereto; and provided further that the Borrower
and each Subsidiary of the Borrower will pay all such taxes, assessments,
charges, levies or claims forthwith upon the commencement of proceedings to
foreclose any lien that may have attached as security therefor.

9.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

9.9.1. GENERAL. The Borrower shall permit the Banks,
through the Agent or any of the Banks' other designated
representatives, to visit and inspect any of the properties of the
Borrower or any of its Subsidiaries, to examine the books of account
of the Borrower and its Subsidiaries (and to make copies thereof and
extracts therefrom), and to discuss the affairs, finances and
accounts of the Borrower and its Subsidiaries with, and to be advised
as to the same by, its and their officers, all at such reasonable
times

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and intervals as the Agent or any Bank may reasonably request. The
Borrower shall only be required to pay the reasonable fees and
expenses associated with such inspections only to the extent that a
Default or Event of Default has occurred and is continuing.

9.9.2. APPRAISALS. If an Event of Default shall have
occurred and be continuing, upon the request of the Agent, the
Borrower will obtain and deliver to the Agent appraisal reports in
form and substance and from appraisers satisfactory to the Agent,
stating (a) the then current fair market, orderly liquidation and
forced liquidation values of all or any portion of the equipment or
real estate owned by the Borrower or any of its Subsidiaries and (b)
the then current business value of each of the Borrower and its
Subsidiaries. All such appraisals shall be conducted and made at the
expense of the Borrower.

9.9.3. COMMUNICATIONS WITH ACCOUNTANTS. The Borrower
authorizes the Agent and, if accompanied by the Agent, the Banks to
communicate directly with the Borrower's independent certified public
accountants, after notice to the Borrower, and authorizes such
accountants to disclose to the Agent and the Banks any and all
financial statements and other supporting financial documents and
schedules including copies of any management letter with respect to
the business, financial condition and other affairs of the Borrower
or any of its Subsidiaries. At the request of the Agent, the Borrower
shall deliver a letter addressed to such accountants instructing them
to comply with the provisions of this Section 9.9.3.

9.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower will, and will cause each of its Subsidiaries to, comply with (a) the
applicable laws and regulations wherever its business is conducted, including
all Environmental Laws, (b) the provisions of its charter documents and by-laws,
(c) all agreements and instruments by which it or any of its properties may be
bound and (d) all applicable decrees, orders, and judgments except, other than
in the case of clause (b), where such noncompliance would not reasonably be
expected to have a Material Adverse Effect. If any authorization, consent,
approval, permit or license from any officer, agency or instrumentality of any
government or any central bank or other fiscal or monetary authority shall
become necessary or required in order that the Borrower or any of its
Subsidiaries may fulfill any of its obligations hereunder or any of the other
Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower
will, or (as the case may be) will cause such Subsidiary to, immediately take or
cause to be taken all reasonable steps within the power of the Borrower or such
Subsidiary to obtain such authorization, consent, approval, permit or license
and furnish the Agent and the Banks with evidence thereof.

9.11. EMPLOYEE BENEFIT PLANS. To the extent applicable, the Borrower
will (a) promptly upon the request of the Agent furnish to the Agent a copy of
the most recent actuarial statement required to be submitted under
Section 103(d) of ERISA and

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Annual Report, Form 5500, with all required attachments, in respect of each
Guaranteed Pension Plan and (b) promptly upon receipt or dispatch, furnish to
the Agent any notice, report or demand sent or received in respect of a
Guaranteed Pension Plan under Sections 302, 4041, 4042, 4043, 4063, 4066 and
4068 of ERISA, or in respect of a Multiemployer Plan, under Sections 4041A,
4202, 4219, 4242, or 4245 of ERISA.

9.12. USE OF PROCEEDS. The Borrower will use the proceeds of the
Revolving Credit Loans solely to refinance existing Indebtedness under the
Original Credit Agreement and for the working capital and general corporate
purposes. The Borrower will obtain Letters of Credit and Bankers' Acceptances
solely for working capital and general corporate purposes.

9.13. FAIR LABOR STANDARDS ACT. The Borrower will, and will cause
each of its Subsidiaries to, at all times operate its business in compliance
with all material applicable provisions of the Fair Labor Standards Act of 1938,
as amended. None of the inventory of the Borrower or any of its Subsidiaries are
or will be produced by employees of (a) the Borrower or any of its Subsidiaries
or (b) to the best knowledge of the Borrower and each of its Subsidiaries, by
employees of suppliers, who are, in each case, employed in violation of the
minimum wage or maximum hour provisions of the Fair Labor Standards Act (29
U.S.C. Sections 206 and 207) or any regulations promulgated thereunder, in each
case, as in effect from time to time.

9.14. GUARANTORS. The Borrower will, and will cause each Subsidiary
(other than an Excluded Subsidiary) created, acquired or existing on or after
the Closing Date or any other Subsidiary which is otherwise required to become a
guarantor under the Subordinated Indenture (as such term is defined in the FIL
Credit Agreement), to become a Guarantor immediately and shall cause such
Subsidiary to execute and deliver to the Agent for the benefit of the Agent and
the Banks (a) a Guarantee and (b) further Security Documents or other
instruments and documents as the Agent may reasonably require in order to grant
to the Agent a first priority perfected security interest in such Subsidiary's
assets, together with legal opinions in form and substance satisfactory to the
Agent to be delivered to the Agent and the Banks opining as to the
authorization, validity and enforceability of such Guaranty and Security
Documents and (as to the applicable Security Documents) the perfection of such
security interests; provided, however, to the extent any Subsidiary is not
permitted by applicable law or is otherwise impracticable to become a Guarantor
hereunder and/or grant to the Agent a security interest in such Subsidiary's
assets, such Subsidiary shall not be required to execute and deliver such
Guarantee or other Security Documents, as the case may be, and shall be
considered an Excluded Subsidiary hereunder; and provided, further, to the
extent the Borrower or any of its Subsidiaries forms a Subsidiary for the
purpose of consummating a Permitted Acquisition (as such term is defined in the
FIL Credit Agreement), to the extent such Subsidiary would otherwise be required
to become a Guarantor hereunder, such Subsidiary shall not be required to become
a Guarantor hereunder or execute and deliver any Security Documents hereunder
until the earlier to occur of (a) the consummation of the Permitted Acquisition
or (b) such Subsidiary has assets valued at more than $100,000 in the aggregate,
provided until

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such Subsidiary becomes a Guarantor or a Borrower hereunder, neither the
Borrower nor any Subsidiary shall be permitted to make any Investments in excess
of $100,000 in the aggregate or Distributions to such Subsidiary.

9.15. FURTHER ASSURANCES. The Borrower will, and will cause each of
its Subsidiaries to, cooperate with the Banks and the Agent and execute such
further instruments and documents as the Banks or the Agent shall reasonably
request to carry out to their satisfaction the transactions contemplated by this
Credit Agreement and the other Loan Documents.

9.16. ADDITIONAL SUBSIDIARIES. If, after the Closing Date, the
Borrower or any of its Subsidiaries creates or acquires, either directly or
indirectly, any Subsidiary, it will immediately notify the Agent and the Banks
of such creation or acquisition, as the case may be, and provide the Agent and
the Banks with an updated Schedule 8.19(a) hereof and take all other actions
required by Section 9.14 hereof.

10. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Revolving
Credit Loan, Bankers' Acceptance, Unpaid Reimbursement Obligation, Letter of
Credit or Revolving Credit Note is outstanding or any Bank has any obligation to
make any Revolving Credit Loans or to accept and/or purchase any Bankers'
Acceptance Participations or the Agent has any obligations to issue, extend or
renew any Letters of Credit or to accept and/or purchase any Bankers'
Acceptances:

10.1. DISTRIBUTIONS. The Borrower and its Subsidiaries will not make
any Distributions; provided, however, the Borrower and its Subsidiaries shall be
permitted to make Distributions to the FIL or to any other Guarantor.

10.2. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and
will not permit any of its Subsidiaries to, (a) use any of the Real Estate
located in the United States of America or any portion thereof for the handling,
processing, storage or disposal of Hazardous Substances, (b) cause or permit to
be located on any of such Real Estate any underground tank or other underground
storage receptacle for Hazardous Substances, (c) generate any Hazardous
Substances on any of such Real Estate, (d) conduct any activity at such Real
Estate or use such Real Estate in any manner so as to cause a release (i.e.
releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, disposing or dumping) or threatened release of
Hazardous Substances on, upon or into such Real Estate or (e) otherwise conduct
any activity at such Real Estate or use such Real Estate in any manner that
would violate any Environmental Law or bring such Real Estate in violation of
any Environmental Law unless such violation would not have a Material Adverse
Effect.

10.3. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA
Affiliate will

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(a) engage in any "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code which
could result in a material liability for the Borrower or any of its
Subsidiaries; or

(b) permit any Guaranteed Pension Plan to incur an
"accumulated funding deficiency", as such term is defined in
Section 302 of ERISA, whether or not such deficiency is or may be
waived; or

(c) fail to contribute to any Guaranteed Pension Plan to
an extent which, or terminate any Guaranteed Pension Plan in a manner
which, could result in the imposition of a lien or encumbrance on the
assets of the Borrower or any of its Subsidiaries pursuant to
Section 302(f) or Section 4068 of ERISA; or

(d) amend any Guaranteed Pension Plan in circumstances
requiring the posing of security pursuant to Section 307 of ERISA or
Section 401(a)(29) of the Code; or

(e) permit or take any action which would result in the
aggregate benefit liabilities (with the meaning of Section 4001 of
ERISA) of all Guaranteed Pension Plans exceeding the value of the
aggregate assets of such Plans, disregarding for this purpose the
benefit liabilities and assets of any such Plan with assets in excess
of benefit liabilities, by more than $500,000.

10.4. CHANGE IN TERMS OF CAPITAL STOCK. The Borrower will not, and
will not permit any of its Subsidiaries to effect or permit any change in or
amendment to any document or instrument pertaining to the terms of such Person's
capital stock unless such change or amendment does not have a Materially Adverse
Effect.

10.5. FISCAL YEAR. Neither the Borrower nor any of its Subsidiaries
will change the date of the end of their respective fiscal years from that set
forth in Section 8.21 hereof.

10.6. TRANSACTIONS WITH AFFILIATES. Except as permitted by
Section 8.14, the Borrower will not, nor will it permit any of its Subsidiaries
to, enter into, or cause, suffer or permit to exist (a) any arrangement or
contract with any of its other Affiliates of a nature customarily entered into
by Persons which are Affiliates of each other (including management or similar
contracts or arrangements relating to the allocation of revenues, taxes and
expenses or otherwise) requiring any payments to be made by the Borrower or any
of its Subsidiaries to any Affiliate unless such arrangement is fair and
equitable to the Borrower or such Subsidiary; or (b) any other transaction,
arrangement, contract with any of their other Affiliates which would not be
entered into by a prudent Person in the position of the Borrower or such
Subsidiary with, or which is on terms which are less favorable than are
obtainable from, any Person which is not one of its Affiliates.

10.7. INCONSISTENT AGREEMENTS. The Borrower will not, nor will it
permit any of its Subsidiaries to, enter into any agreement containing any
provision which

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would be violated or breached by the performance by the Borrower or such
Subsidiary of its obligations hereunder or under any of the Loan Documents.

10.8. CHANGE IN NATURE OF BUSINESS. Neither the Borrower nor any of
its Subsidiaries will make any material change in or addition to the nature of
its business considered as a whole as carried on at the date hereof.

10.9. CHARTER AMENDMENTS. Neither the Borrower nor any of its
Subsidiaries will amend its certificate of incorporation or bylaws, or similar
organizational documents, except in a manner which would not be reasonably
likely to have any Material Adverse Effect.

10.10. LIMITATIONS ON FOREIGN EXCHANGE ARRANGEMENTS. The Borrower
will not and will not permit any of its Subsidiary to enter into any interest
rate hedging or risk protection arrangements, foreign exchange risk protection
arrangements, or currency risk protection arrangements which are not in the
ordinary course of business or are for speculative purposes.

11. CLOSING CONDITIONS.

The effectiveness of this Credit Agreement shall be subject to the
satisfaction of the conditions set forth in Section 11.1 (but only as to
delivery of the Credit Agreement), 11.3 (but only as to the Borrower and FIL),
11.4 (but only as to the Borrower and FIL) and 11.9(b). In addition, the
obligations of the Banks to make the initial Revolving Credit Loans and of the
Agent to issue any initial Letters of Credit and of the Banks to accept and/or
purchase any Bankers' Acceptances shall be subject to the satisfaction of all of
the following conditions precedent:

11.1. LOAN DOCUMENTS, ETC. Each of the Loan Documents shall have been
duly executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance satisfactory to each of the
Banks. Each Bank shall have received a fully executed copy of each such
document.

11.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall
have received from the Borrower and each of the Guarantors or any Subsidiary
whose stock is being pledged hereunder a copy, certified by a duly authorized
officer of such Person to be true and complete on the Closing Date, of each of
(a) its charter or other incorporation documents as in effect on such date of
certification, and (b) its by-laws as in effect on such date.

11.3. CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by the Borrower and each of the Guarantors
of this Credit Agreement and the other Loan Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Banks shall have been provided to each of the Banks.

11.4. INCUMBENCY CERTIFICATE. Each of the Banks shall have received
from the Borrower and each of the Guarantors executing any Loan Document an

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incumbency certificate, dated as of the Closing Date, signed by a duly
authorized officer of the Borrower or such Guarantor, and giving the name and
bearing a specimen signature of each individual who shall be authorized: (a) to
sign, in the name and on behalf of each of the Borrower of such Guarantor, each
of the Loan Documents to which the Borrower or such Guarantor is or is to become
a party; (b) in the case of the Borrower, to make Loan Requests and Conversion
Requests and to apply for Letters of Credit; and (c) to give notices and to take
other action on its behalf under the Loan Documents.

11.5. VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Agent a legal, valid and enforceable first (except for
Permitted Liens entitled to priority under applicable law) security interest in
and lien upon the Collateral. All filings, recordings, deliveries of instruments
and other actions necessary or desirable in the opinion of the Agent to protect
and preserve such security interests shall have been duly effected. The Agent
shall have received evidence thereof in form and substance satisfactory to the
Agent.

11.6. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS. The Agent shall
have received from each of the Borrower and the Guarantors a completed and fully
executed Perfection Certificate and the results of UCC searches and other lien
searches with respect to the Collateral, indicating no liens other than
Permitted Liens or liens being discharged in connection with this transaction so
long as the Agent has received evidence satisfactory to it that the holder of
each such lien is prepared and obligated to discharge such lien on the Closing
Date and otherwise in form and substance satisfactory to the Agent.

11.7. CERTIFICATES OF INSURANCE. The Agent shall have received a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance with
the provisions of the Security Agreements.

11.8. SOLVENCY CERTIFICATE. Each of the Banks shall have received an
officer's certificate of the Borrower dated as of the Closing Date as to the
solvency of the Borrower and its Subsidiaries, taken as a whole, following the
consummation of the transactions contemplated herein and in form and substance
satisfactory to the Banks.

11.9. OPINION OF COUNSEL. Each of the Banks and the Agent shall have
received a favorable legal opinion addressed to the Banks and the Agent, dated
as of the Closing Date, in form and substance satisfactory to the Banks and the
Agent, from:

(a) Fenwick & West, counsel to the Borrower and its
Subsidiaries;

(b) Debevoise & Xxxxxxxx, New York counsel to the Borrower
and its Subsidiaries; and

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11.10. DISBURSEMENT INSTRUCTIONS. The Agent shall have received
disbursement instructions from the Borrower, indicating that a portion of the
proceeds of the Revolving Credit Loans, in an amount equal to the aggregate
obligations of the Borrower pursuant to the Prior Loan Agreement, are to be paid
to the lenders thereunder.

11.11. CONSENTS AND APPROVALS. The Agent shall have received evidence
that there shall have been obtained and shall be in full force and effect all
consents and approvals necessary to complete the transactions contemplated
hereby.

12. CONDITIONS TO ALL BORROWINGS.

The obligations of the Banks to make any Revolving Credit Loan and to
accept and/or purchase any Bankers' Acceptance Participations, and of the Agent
to issue, extend or renew any Letter of Credit and to accept and/or purchase any
Bankers' Acceptances, in each case whether on or after the Closing Date, shall
also be subject to the satisfaction of the following conditions precedent:

12.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Loan or the issuance, extension or
renewal of such Letter of Credit, with the same effect as if made at and as of
that time (except to the extent of changes resulting from transactions
contemplated or permitted by this Credit Agreement and the other Loan Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

12.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law
or regulations thereunder or interpretations thereof that in the reasonable
opinion of any Bank would make it illegal for such Revolving Credit Bank to make
such Loan or to participate in the issuance, extension or renewal of such Letter
of Credit or in the reasonable opinion of the Agent would make it illegal for
the Agent to issue, extend or renew such Letter of Credit.

12.3. GOVERNMENTAL REGULATION. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of Governors of the Federal
Reserve System.

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12.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
the transactions contemplated by this Credit Agreement, the other Loan Documents
and all other documents incident thereto shall be satisfactory in substance and
in form to the Banks and to the Agent and the Agent's Special Counsel, and the
Banks, the Agent and such counsel shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Agent may reasonably request.

12.5. EXCHANGE LIMITATIONS. There exists no reason whatsoever,
including without limitation, by reason of the application of any so-called
"currency exchange" laws, rules or regulations (as in effect at the time of any
proposed borrowings hereunder) which could reasonably be expected to interfere
with the Borrower satisfying any of its Obligations hereunder in full at such
time as such Obligations become due and payable pursuant to the terms hereof.

13. EVENTS OF DEFAULT; ACCELERATION; ETC.

13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

(a) the Borrower shall fail to pay any principal of the
Revolving Credit Loans or any Bankers' Acceptances or any
Reimbursement Obligation when the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of
maturity or at any other date fixed for payment;

(b) the Borrower shall fail to pay any interest on the
Revolving Credit Loans, the Commitment Fee, the Acceptance Fee, any
Letter of Credit Fee, the Agent's fee, or other sums due hereunder or
under any of the other Loan Documents, when the same shall become due
and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment
within three (3) Business Days of when the same shall become due and
payable;

(c) the Borrower shall fail to comply with any of its
covenants contained in Sections 9.1, 9.3, 9.4, 9.5.1, 9.5.4, 9.12,
9.14, or 10;

(d) the Borrower or any of its Subsidiaries shall fail to
perform any term, covenant or agreement contained herein or in any of
the other Loan Documents (other than those specified elsewhere in
this Section 13.1) for thirty (30) days after written notice of such
failure has been given to the Borrower by the Agent;

(e) any representation or warranty of the Borrower, any
Guarantor or any of their Subsidiaries in this Credit Agreement or
any of the other Loan Documents or in any other document or
instrument delivered pursuant to or in connection with this Credit
Agreement shall prove to have been false in

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any material respect upon the date when made or deemed to have been
made or repeated;

(f) the Borrower or any of its Subsidiaries shall fail to
pay at maturity, or within any applicable period of grace, any
obligation for borrowed money or credit received or in respect of any
Capitalized Leases, if the aggregate principal amount of such
Indebtedness is in excess of $5,000,000, or fail to observe or
perform any material term, covenant or agreement contained in any
agreement by which it is bound, evidencing or securing borrowed money
or credit received or in respect of any Capitalized Leases for such
period of time as would permit (assuming the giving of appropriate
notice if required) the holder or holders thereof or of any
obligations issued thereunder to accelerate the maturity thereof;

(g) the Borrower, any Guarantor or any of their
Subsidiaries shall make an assignment for the benefit of creditors,
or admit in writing its inability to pay or generally fail to pay its
debts as they mature or become due, or shall petition or apply for
the appointment of a trustee or other custodian, liquidator or
receiver of the Borrower, any Guarantor or any of their Subsidiaries
or of any substantial part of the assets of the Borrower, any
Guarantor or any of their Subsidiaries or shall commence any case or
other proceeding relating to the Borrower, any Guarantor or any of
their Subsidiaries under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation or
similar law of any jurisdiction, now or hereafter in effect, or shall
take any action to authorize or in furtherance of any of the
foregoing, or if any such petition or application shall be filed or
any such case or other proceeding shall be commenced against the
Borrower, any Guarantor or any of their Subsidiaries and the
Borrower, any Guarantor or any of their Subsidiaries shall indicate
its approval thereof, consent thereto or acquiescence therein or such
petition or application shall not have been dismissed within
forty-five (45) days following the filing thereof;

(h) a decree or order is entered appointing any such
trustee, custodian, liquidator or receiver or adjudicating the
Borrower, any Guarantor or any of their Subsidiaries bankrupt or
insolvent, or approving a petition in any such case or other
proceeding, or a decree or order for relief is entered in respect of
the Borrower, any Guarantor or any Subsidiary of the Borrower or a
Guarantor in an involuntary case under federal bankruptcy laws as now
or hereafter constituted;

(i) if any of the Loan Documents shall be cancelled,
terminated, revoked or rescinded or the Agent's security interests,
mortgages or liens in a substantial portion of the Collateral shall
cease to be perfected, or shall cease to have the priority
contemplated by the Security Documents, in each case otherwise than
in accordance with the terms thereof or with the express prior
written agreement, consent or approval of the Banks, or any action at
law,

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suit or in equity or other legal proceeding to cancel, revoke or
rescind any of the Loan Documents shall be commenced by or on behalf
of the Borrower or any of its Subsidiaries party thereto or any of
their respective stockholders, or any court or any other governmental
or regulatory authority or agency of competent jurisdiction shall
make a determination that, or issue a judgment, order, decree or
ruling to the effect that, any one or more of the Loan Documents is
illegal, invalid or unenforceable in accordance with the terms
thereof;

(j) the Borrower or any of its Subsidiaries shall be
enjoined, restrained or in any way prevented by the order of any
court or any administrative or regulatory agency from conducting any
material part of its business and such order shall continue in effect
for more than thirty (30) days;

(k) (i) except for directors' qualifying shares in
jurisdictions where such qualifying shares are required, (i) FIL
shall at any time, legally or beneficially own less than one hundred
percent of the capital stock of the Borrower, Flextronics Holdings UK
Limited, Flextronics Singapore, Flextronics de Mexico, S.A. de C.V.,
Flextronics Manufacturing (HK) Ltd., Astron Technologies Ltd. or
Flextronics International (UK) Limited or less than 92% of the
capital stock of Neutronics; or (ii) Flextronics Holdings UK Limited
shall at any time, legally or beneficially own less than one hundred
percent of the capital stock of Flextronics Holdings; or (iii)
Flextronics Holdings shall at any time, legally or beneficially own
less than one hundred percent of the capital stock of Flextronics
Sweden; or (iv) FIUI shall at any time legally or beneficially own
less than one hundred percent of the capital stock of DTM and, until
the date of its liquidation by FIUI, FIUI shall at any time legally
or beneficially own less than one hundred percent of the capital
stock of Flex Asia (UK) Limited; or (v) Flextronics Singapore shall
at any time, legally or beneficially own less than one hundred
percent of the capital stock of Flextronics Computer (Shekou) Ltd.,
Flextronics Industrial (Shenshen) Co. Ltd., Flextronics Malaysia Sdn
Bhd and Flex International Marketing (L) Ltd.; or (vi) Flextronics
Manufacturing (HK) Ltd. shall at any time, legally or beneficially
own less than one hundred percent of the capital stock of Astron
Group Ltd.; or (vi) Astron Group Ltd. shall at any time, legally or
beneficially own less than one hundred percent of the capital stock
of Zhuhai Daomen Xxxx Xx Technology Co. Ltd; or (vii) Astron Group
Ltd. shall at any time, legally or beneficially own less than 95% of
the capital stock of Zhuhai Daomen Xxxx Xx Electronics Co. Ltd; or
(viii) Neutronics shall at any time legally or beneficially own less
than one hundred percent of the capital stock of Althofen Electronics
GmbH, HTR Technical Resources Kft and Ecoplast Kft; or (ix)
Flextronics Sweden shall at any time, legally or beneficially, own
less than one hundred percent of the capital stock of Energipilot.;

(l) any default or event of default occurs under the FIL
Guaranty,

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then, and in any such event, so long as the same may be continuing, the Agent
may, and upon the request of the Majority Banks shall, by notice in writing to
the Borrower declare all amounts owing with respect to this Credit Agreement,
the Revolving Credit Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon forthwith become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; provided that in the
event of any Event of Default specified in Sections 13.1(g) or 13.1(h), all such
amounts shall become immediately due and payable automatically and without any
requirement of notice from the Agent or any Bank.

13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Sections 13.1(g) or Section 13.1(h) shall occur, any unused
portion of the credit hereunder shall forthwith terminate and each of the Banks
shall be relieved of all further obligations to make Revolving Credit Loans to
the Borrower and the Agent shall be relieved of all further obligations to
issue, extend or renew Letters of Credit and to accept and/or purchase Bankers'
Acceptances from the Borrower. If any other Event of Default shall have occurred
and be continuing, or if on any Drawdown Date or other date for issuing,
extending or renewing any Letter of Credit the conditions precedent to the
making of the Revolving Credit Loans to be made on such Drawdown Date or (as the
case may be) to issuing, extending or renewing such Letter of Credit on such
other date are not satisfied, the Agent may and, upon the request of the
Majority Banks, shall, by notice to the Borrower, terminate the unused portion
of the credit hereunder, and upon such notice being given such unused portion of
the credit hereunder shall terminate immediately and each of the Banks shall be
relieved of all further obligations to make Revolving Credit Loans and the Agent
shall be relieved of all further obligations to issue, extend or renew Letters
of Credit and to accept and/or purchase Bankers' Acceptances. No termination of
the credit hereunder shall relieve the Borrower or any of its Subsidiaries of
any of the Obligations.

13.3. REMEDIES. In case any one or more of the Events of Default
shall have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Revolving Credit Loans pursuant to Section 13.1,
each Bank, if owed any amount with respect to the Revolving Credit Loans,
Bankers' Acceptances or the Reimbursement Obligations, may, with the consent of
the Majority Banks but not otherwise, proceed to protect and enforce its rights
by suit in equity, action at law or other appropriate proceeding, whether for
the specific performance of any covenant or agreement contained in this Credit
Agreement and the other Loan Documents or any instrument pursuant to which the
Obligations to such Bank are evidenced, including as permitted by applicable law
the obtaining of the ex parte appointment of a receiver, and, if such amount
shall have become due, by declaration or otherwise, proceed to enforce the
payment thereof or any other legal or equitable right of such Bank. No remedy
herein conferred upon any Bank or the Agent or the holder of any Revolving
Credit Note or purchaser of any Letter of Credit Participation or Bankers'
Acceptance is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to

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every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute or any other provision of law.

13.4. CURRENCY CONVERSION. If, for the purposes of obtaining judgment
in any court or obtaining an order enforcing a judgment, it becomes necessary to
convert any amount due under this Credit Agreement or the other Loan Documents
in Dollars (hereinafter in this Section 13.4 called the "first currency") into
any other currency (hereinafter in this Section 13.4 called the "second
currency"), then the conversion shall be made at the Agent's spot rate of
exchange (as conclusively determined by the Agent) for buying the first currency
with the second currency prevailing at the Agent's close of business on the
Business Day next preceding the day on which the judgment is given or, as the
case may be, the order is made. Any payment made to the Agent pursuant to this
Credit Agreement or the other Loan Documents in the second currency shall
constitute a discharge of the obligations of the Borrower to pay to the Agent
and the Banks any amount originally due to the Agent and the Banks in the first
currency under the Loan Documents only to the extent of the amount of the first
currency which the Agent is able, on the date of the receipt by it of such
payment in any second currency, to purchase, in accordance with the Agent's
normal banking procedures, with the amount of such second currency so received.
If the amount of the first currency falls short of the amount originally due to
the Agent and the Banks in the first currency under the Loan Documents, the
Borrower hereby agrees to indemnify the Agent and the Banks against and save the
Agent and the Banks harmless from any shortfall so arising. This indemnity shall
constitute an obligation of the Borrower separate and independent from the other
obligations contained in this Credit Agreement, shall give rise to a separate
and independent cause of action, shall continue in full force and effect
notwithstanding any judgment or order for a liquidated sum or sums in respect of
amounts due to the Agent and the Banks under this Credit Agreement or under any
such judgment or order and shall be secured by the Collateral. Any such
shortfall shall be deemed to constitute a loss suffered by the Agent and the
Banks and the Borrower shall not be entitled to require any proof or evidence of
any actual loss. The covenant contained in this Section 13.4 shall survive the
payment in full of all of the other obligations of the Borrower under this
Credit Agreement.

13.5. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that
following the occurrence or during the continuance of any Default or Event of
Default, the Agent or any Bank, as the case may be, receives any monies in
connection with the enforcement of any the Security Documents, or otherwise with
respect to the realization upon any of the Collateral, such monies shall be
distributed for application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of the Agent for or in respect of all reasonable costs,
expenses, disbursements and losses which shall have been incurred or
sustained by the Agent in connection with the collection of such
monies by the Agent, for the exercise, protection or enforcement by
the Agent of all or any of the rights, remedies, powers and
privileges of the Agent under this

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Credit Agreement or any of the other Loan Documents or in respect of
the Collateral or in support of any provision of adequate indemnity
to the Agent against any taxes or liens which by law shall have, or
may have, priority over the rights of the Agent to such monies;

(b) Second, pro rata between the FIL Obligations
guaranteed by the Borrower and the Obligations and in such order or
preference as the Majority Banks may determine; provided, however,
that distributions in respect of such obligations shall be made (i)
pro rata between the FIL Obligations guaranteed by the Borrower and
the Obligations; (ii) pari passu among Obligations with respect to
the Agent's fee payable pursuant to Section 6.1 and all other
Obligations and (iii) Obligations owing to the Banks with respect to
each type of Obligation such as interest, principal, fees and
expenses, shall be made among the Banks pro rata; and provided,
further, that the Agent may in its discretion make proper allowance
to take into account any Obligations not then due and payable;

(c) Third, upon payment and satisfaction in full or other
provisions for payment in full satisfactory to the Banks and the
Agent of all of the Obligations, to the payment of any obligations
required to be paid pursuant to Section 9-504(1)(c) of the Uniform
Commercial Code of the State of New York; and

(d) Fourth, the excess, if any, shall be returned to the
Borrower or to such other Persons as are entitled thereto.

14. SETOFF.

Regardless of the adequacy of any collateral, during the continuance
of any Event of Default, any deposits or other sums credited by or due from any
of the Banks to the Borrower and any securities or other property of the
Borrower in the possession of such Bank may be applied to or set off by such
Bank against the payment of Obligations and any and all other liabilities,
direct, or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, of the Borrower to such Bank. Each of the Banks agrees
with each other Bank that (a) if an amount to be set off is to be applied to
Indebtedness of the Borrower to such Bank, other than Indebtedness evidenced by
the Revolving Credit Notes or Bankers' Acceptances held by such Bank or
constituting Reimbursement Obligations owed to such Bank, such amount shall be
applied ratably to such other Indebtedness and to the Indebtedness evidenced by
all such Revolving Credit Notes or Bankers' Acceptances held by such Bank or
constituting Reimbursement Obligations owed to such Bank, and (b) if such Bank
shall receive from the Borrower, whether by voluntary payment, exercise of the
right of setoff, counterclaim, cross action, enforcement of the claim evidenced
by the Revolving Credit Notes or Bankers' Acceptances held by, or constituting
Reimbursement Obligations owed to, such Bank by proceedings against the Borrower
at law or in equity or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings, or

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otherwise, and shall retain and apply to the payment of the Revolving Credit
Note or Revolving Credit Notes or Bankers' Acceptances held by, or Reimbursement
Obligations owed to, such Bank any amount in excess of its ratable portion of
the payments received by all of the Banks with respect to the Revolving Credit
Notes or Bankers' Acceptances held by, and Reimbursement Obligations owed to,
all of the Banks, such Bank will make such disposition and arrangements with the
other Banks with respect to such excess, either by way of distribution, pro
tanto assignment of claims, subrogation or otherwise as shall result in each
Bank receiving in respect of the Revolving Credit Notes or Bankers' Acceptances
held by it or Reimbursement obligations owed it, its proportionate payment as
contemplated by this Credit Agreement; provided that if all or any part of such
excess payment is thereafter recovered from such Bank, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.

15. THE AGENT.

15.1. AUTHORIZATION.

(a) The Agent is authorized to take such action on behalf
of each of the Banks and to exercise all such powers as are hereunder
and under any of the other Loan Documents and any related documents
delegated to the Agent, together with such powers as are reasonably
incident thereto, provided that no duties or responsibilities not
expressly assumed herein or therein shall be implied to have been
assumed by the Agent.

(b) The relationship between the Agent and each of the
Banks is that of an independent contractor. The use of the term
"Agent" is for convenience only and is used to describe, as a form of
convention, the independent contractual relationship between the
Agent and each of the Banks. Nothing contained in this Credit
Agreement nor the other Loan Documents shall be construed to create
an agency, trust or other fiduciary relationship between the Agent
and any of the Banks.

(c) As an independent contractor empowered by the Banks to
exercise certain rights and perform certain duties and
responsibilities hereunder and under the other Loan Documents, the
Agent is nevertheless a "representative" of the Banks, as that term
is defined in Article 1 of the Uniform Commercial Code, for purposes
of actions for the benefit of the Banks and the Agent with respect to
all collateral security and guaranties contemplated by the Loan
Documents. Such actions include the designation of the Agent as
"secured party", "mortgagee" or the like on all financing statements
and other documents and instruments, whether recorded or otherwise,
relating to the attachment, perfection, priority or enforcement of
any security interests, mortgages or deeds of trust in collateral
security intended to secure the payment or performance of any of the
Obligations, all for the benefit of the Banks and the Agent.

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15.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and
execute its duties by or through employees, agents or affiliates and shall be
entitled to take, and to rely on, advice of counsel concerning all matters
pertaining to its rights and duties under this Credit Agreement and the other
Loan Documents. The Agent may utilize the services of such Persons as the Agent
in its sole discretion may reasonably determine, and all reasonable fees and
expenses of any such Persons shall be paid by the Borrower.

15.3. NO LIABILITY. Neither the Agent nor any of its shareholders,
directors, officers, employees, affiliates nor any other Person assisting them
in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Agent or such
other Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.

15.4. NO REPRESENTATIONS. The Agent shall not be responsible for the
execution or validity or enforceability of this Credit Agreement, the Revolving
Credit Notes, the Letters of Credit, the Bankers' Acceptances, any of the other
Loan Documents or any instrument at any time constituting, or intended to
constitute, collateral security for the Revolving Credit Notes or the Bankers'
Acceptances, or for the value of any such collateral security or for the
validity, enforceability or collectability of any such amounts owing with
respect to the Revolving Credit Notes or Bankers' Acceptances, or for any
recitals or statements, warranties or representations made herein or in any of
the other Loan Documents or in any certificate or instrument hereafter furnished
to it by or on behalf of the Borrower or any of its Subsidiaries, or be bound to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein or in any instrument at any time
constituting, or intended to constitute, collateral security for the Revolving
Credit Notes or Bankers' Acceptances or to inspect any of the properties, books
or records of the Borrower or any of its Subsidiaries. The Agent shall not be
bound to ascertain whether any notice, consent, waiver or request delivered to
it by the Borrower or any holder of any of the Revolving Credit Notes or
Bankers' Acceptances shall have been duly authorized or is true, accurate and
complete. The Agent has not made nor does it now make any representations or
warranties, express or implied, nor does it assume any liability to the Banks,
with respect to the credit worthiness or financial conditions of the Borrower or
any of its Subsidiaries. Each Bank acknowledges that it has, independently and
without reliance upon the Agent or any other Bank, and based upon such
information and documents as it has deemed appropriate, made its own credit
analysis and decision to enter into this Credit Agreement.

15.5. PAYMENTS.

15.5.1. PAYMENTS TO AGENT. A payment by the Borrower to the
Agent hereunder or any of the other Loan Documents for the account of
any Bank

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shall constitute a payment to such Bank. The Agent agrees promptly to
distribute to each Bank such Bank's pro rata share of payments
received by the Agent for the account of the Banks except as
otherwise expressly provided herein or in any of the other Loan
Documents.

15.5.2. DISTRIBUTION BY AGENT. If in the opinion of the
Agent the distribution of any amount received by it in such capacity
hereunder, under the Revolving Credit Notes, the Bankers' Acceptances
or under any of the other Loan Documents might involve it in
liability, it may refrain from making distribution until its right to
make distribution shall have been adjudicated by a court of competent
jurisdiction. If a court of competent jurisdiction shall adjudge that
any amount received and distributed by the Agent is to be repaid,
each Person to whom any such distribution shall have been made shall
either repay to the Agent its proportionate share of the amount so
adjudged to be repaid or shall pay over the same in such manner and
to such Persons as shall be determined by such court.

15.5.3. DELINQUENT BANKS. Notwithstanding anything to the
contrary contained in this Credit Agreement or any of the other Loan
Documents, any Bank that fails (a) to make available to the Agent its
pro rata share of any Loan or to purchase any Letter of Credit
Participation or (b) to comply with the provisions of Section 14 with
respect to making dispositions and arrangements with the other Banks,
where such Bank's share of any payment received, whether by setoff or
otherwise, is in excess of its pro rata share of such payments due
and payable to all of the Banks or (c) to purchase a risk
participation in Bankers' Acceptances, in each case as, when and to
the full extent required by the provisions of this Credit Agreement,
shall be deemed delinquent (a "Delinquent Bank") and shall be deemed
a Delinquent Bank until such time as such delinquency is satisfied. A
Delinquent Bank shall be deemed to have assigned any and all payments
due to it from the Borrower, whether on account of outstanding
Revolving Credit Loans, Bankers' Acceptances, Unpaid Reimbursement
Obligations, interest, fees or otherwise, to the remaining
nondelinquent Banks for application to, and reduction of, their
respective pro rata shares of all outstanding Revolving Credit Loans,
Bankers' Acceptances and Unpaid Reimbursement Obligations. The
Delinquent Bank hereby authorizes the Agent to distribute such
payments to the nondelinquent Banks in proportion to their respective
pro rata shares of all outstanding Revolving Credit Loans, Bankers'
Acceptances and Unpaid Reimbursement Obligations. A Delinquent Bank
shall be deemed to have satisfied in full a delinquency when and if,
as a result of application of the assigned payments to all
outstanding Revolving Credit Loans, Bankers' Acceptances and Unpaid
Reimbursement Obligations of the nondelinquent Banks, the Banks'
respective pro rata shares of all outstanding Revolving Credit Loans,
Bankers' Acceptances and Unpaid Reimbursement Obligations have
returned to those in effect immediately prior to such delinquency and
without giving effect to the nonpayment causing such delinquency.

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15.6. HOLDERS OF REVOLVING CREDIT NOTES. The Agent may deem and treat
the payee of any Revolving Credit Note or the purchaser of any Letter of Credit
Participation or Bankers' Acceptance as the absolute owner or purchaser thereof
for all purposes hereof until it shall have been furnished in writing with a
different name by such payee or by a subsequent holder, assignee or transferee.

15.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
harmless the Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent or such affiliate has not
been reimbursed by the Borrower as required by Section 16), and liabilities of
every nature and character arising out of or related to this Credit Agreement,
the Revolving Credit Notes, the Bankers' Acceptances, or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby, or
the Agent's actions taken hereunder or thereunder, except to the extent that any
of the same shall be directly caused by the Agent's willful misconduct or gross
negligence.

15.8. AGENT AS BANK. In its individual capacity, BKB shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment and the Revolving Credit Loans made by it, and as the holder of any
of the Revolving Credit Notes and as the purchaser of any Letter of Credit
Participations and Bankers' Acceptances, as it would have were it not also the
Agent.

15.9. RESIGNATION. The Agent may resign at any time by giving sixty
(60) days prior written notice thereof to the Banks and the Borrower. Upon any
such resignation, the Majority Banks shall have the right to appoint a successor
Agent. Unless an Event of Default shall have occurred and be continuing, such
successor Agent shall be reasonably acceptable to the Borrower. If no successor
Agent shall have been so appointed by the Majority Banks and shall have accepted
such appointment within thirty (30) days after the retiring Agent's giving of
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a financial institution having a
rating of not less than A or its equivalent by Standard & Poor's Corporation.
Upon 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 and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation, the provisions of this Credit Agreement and the
other Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

15.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Bank
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Agent thereof. The Agent hereby agrees
that upon receipt of any notice under this Section 15.10 it shall promptly
notify the other Banks of the existence of such Default or Event of Default.

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16. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Credit Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) subject to Section 6.11 and
19.8 hereof, any taxes (including any interest and penalties in respect thereto)
payable by the Agent or any of the Banks (other than taxes based upon the
Agent's or any Bank's net income and without duplication for any taxes already
paid pursuant to Section 6.2) on or with respect to the transactions
contemplated by this Credit Agreement (the Borrower hereby agreeing to indemnify
the Agent and each Bank with respect thereto), (c) the reasonable fees, expenses
and disbursements of the Agent's Special Counsel or any local counsel to the
Agent incurred in connection with the preparation, administration or
interpretation (with the Borrower's obligation to pay such expenses relating to
interpretation being subject, only prior to the occurrence and continuation of a
Default or Event of Default, to having received notice of the Agent's intention
to consult with counsel) of the Loan Documents and other instruments mentioned
herein, each closing hereunder, and amendments, modifications, approvals,
consents or waivers hereto or hereunder, (d) without duplication for the fees
set forth and paid pursuant to the Fee Letter, the reaonable fees, expenses and
disbursements of the Agent or any of its affiliates incurred by the Agent or
such affiliate in connection with the preparation, syndication, administration
or interpretation of the Loan Documents and other instruments mentioned herein,
including all appraisal charges, (e) all reasonable out-of-pocket expenses
(including without limitation reasonable attorneys' fees and costs, which
attorneys may be employees of any Bank or the Agent or its affiliates, and
reasonable consulting, accounting, appraisal, investment banking and similar
professional fees and charges) incurred by any Bank or the Agent or its
affiliates in connection with (i) the enforcement of or preservation of rights
under any of the Loan Documents against the Borrower or any of its Subsidiaries
or the administration thereof after the occurrence of a Default or Event of
Default and (ii) any litigation, proceeding or dispute whether arising hereunder
or otherwise, in any way related to any Bank's or the Agent's relationship with
the Borrower or any of its Subsidiaries; provided however, in connection with
any litigation by the Borrower against any Bank or the Agent, to the extent a
court of competent jurisdiction issues a final, unappealable judgment in such
litigation against the Bank or the Agent, as the case may be, the Agent or such
Bank, as the case may be, shall reimburse the Borrower for any expenses paid by
the Borrower to the Agent or such Bank, as the case may be, in connection with
such litigation, (f) all reasonable fees, expenses and disbursements of any Bank
or the Agent incurred in connection with UCC searches, UCC filings or mortgage
recordings and (g) all reasonable fees, expenses and disbursements of the Agent
or its affiliates in connection with syndication of the Credit Agreement. The
covenants of this Section 16 shall survive payment or satisfaction of all other
Obligations.

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17. INDEMNIFICATION.

The Borrower agrees to indemnify and hold harmless the Agent, its
affiliates and the Banks from and against any and all claims, actions and suits
whether groundless or otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character arising out of this
Credit Agreement or any of the other Loan Documents or the transactions
contemplated hereby including, without limitation, (a) any actual or proposed
use by the Borrower or any of its Subsidiaries of the proceeds of any of the
Revolving Credit Loans, Bankers' Acceptances or Letters of Credit, (b) the
Borrower or any of its Subsidiaries entering into or performing this Credit
Agreement or any of the other Loan Documents or (c) with respect to the Borrower
and its Subsidiaries and their respective properties and assets, the violation
of any Environmental Law, the presence, disposal, escape, seepage, leakage,
spillage, discharge, emission, release or threatened release of any Hazardous
Substances or any action, suit, proceeding or investigation brought or
threatened with respect to any Hazardous Substances (including, but not limited
to, claims with respect to wrongful death, personal injury or damage to
property), in each case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding unless,
in any such case, losses or liabilities resulted solely from the gross
negligence or willful misconduct of the party seeking to be indemnified. In
litigation, or the preparation therefor, the Banks, the Agent and its affiliates
shall be entitled to select their own counsel and, in addition to the foregoing
indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses
of such counsel. If, and to the extent that the obligations of the Borrower
under this Section 17 are unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment in satisfaction of such
obligations which is permissible under applicable law. The covenants contained
in this Section 17 shall survive payment or satisfaction in full of all other
Obligations.

18. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made
herein, in the Revolving Credit Notes, in any of the other Loan Documents or in
any documents or other papers delivered by or on behalf of the Borrower or any
of its Subsidiaries pursuant hereto shall be deemed to have been relied upon by
the Banks and the Agent, notwithstanding any investigation heretofore or
hereafter made by any of them, and shall survive the making by the Banks of any
of the Revolving Credit Loans and the issuance, extension or renewal of any
Letters of Credit and the acceptance and/or purchase of any Bankers' Acceptance,
as herein contemplated, and shall continue in full force and effect so long as
any Letter of Credit or any amount due under this Credit Agreement or the
Revolving Credit Notes or any of the other Loan Documents remains outstanding or
any Bank has any obligation to make any Revolving Credit Loans or purchase or
accept any Bankers' Acceptance or the Agent has any obligation to issue, extend
or renew any Letter of Credit, and for such further time as may be otherwise
expressly specified in this Credit Agreement.

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All factual statements contained in any certificate or other paper delivered to
any Bank or the Agent at any time by or on behalf of the Borrower or any of its
Subsidiaries pursuant hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by the Borrower or such
Subsidiary hereunder.

19. ASSIGNMENT AND PARTICIPATION.

19.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein,
each Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all or
a portion of its Commitment Percentage and Commitment and the same portion of
the Revolving Credit Loans at the time owing to it, the Revolving Credit Notes
held by it and its participating interest in the risk relating to any Letters of
Credit or Bankers' Acceptances); provided that (a) each of the Agent and, unless
an Event of Default shall have occurred and be continuing, the Borrower shall
have given its prior written consent to such assignment, which consent, in the
case of the Borrower, will not be unreasonably withheld, (b) each such
assignment shall be of a constant, and not a varying, percentage of all the
assigning Bank's rights and obligations under this Credit Agreement, (c) each
assignment shall be in an amount that is a minimum amount of $5,000,000 (or such
lesser amount if it is the assignors entire Commitment), (d) any Assignor making
an assignment hereunder shall, simultaneously with making any assignment
hereunder, also assign to the Eligible Assignee a pro rata portion of such
assignor's interests, rights and obligations under the FIL Credit Agreement, and
(e) the parties to such assignment shall execute and deliver to the Agent, for
recording in the Register (as hereinafter defined), an Assignment and
Acceptance, substantially in the form of Exhibit E hereto (an "Assignment and
Acceptance"), together with any Revolving Credit Notes subject to such
assignment and the Security Trust Deed. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five (5)
Business Days after the execution thereof, (i) the assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank
shall, to the extent provided in such assignment and upon payment to the Agent
of the registration fee referred to in Section 19.3, be released from its
obligations under this Credit Agreement.

19.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS.
By executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

(a) other than the representation and warranty that it is
the legal and beneficial owner of the interest being assigned thereby
free and clear of any adverse claim, the assigning Bank makes no
representation or warranty, express or implied, and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with this

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Credit Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Credit
Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or the attachment, perfection or
priority of any security interest or mortgage,

(b) the assigning Bank makes no representation or warranty
and assumes no responsibility with respect to the financial condition
of the Borrower and its Subsidiaries or any other Person primarily or
secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrower and its Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations of any of their obligations under this Credit Agreement
or any of the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto;

(c) such assignee confirms that it has received a copy of
this Credit Agreement, together with copies of the most recent
financial statements referred to in Section 8.4 and Section 9.4 and
such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such
Assignment and Acceptance;

(d) such assignee will, independently and without reliance
upon the assigning Bank, the Agent or any other Bank and based on
such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not
taking action under this Credit Agreement;

(e) such assignee represents and warrants that it is an
Eligible Assignee;

(f) such assignee appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers
under this Credit 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;

(g) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms
of this Credit Agreement are required to be performed by it as a
Bank;

(h) such assignee represents and warrants that it is
legally authorized to enter into such Assignment and Acceptance; and

(i) such assignee acknowledges that it has made
arrangements with the assigning Bank satisfactory to such assignee
with respect to its pro rata share of Letter of Credit Fees in
respect of outstanding Letters of Credit.

19.3. REGISTER. The Agent shall maintain a copy of each Assignment
and Acceptance delivered to it and a register or similar list (the "Register")
for the

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recordation of the names and addresses of the Banks and the Commitment
Percentage of, and principal amount of the Revolving Credit Loans owing to and
Bankers' Acceptances accepted and purchased by, and Letter of Credit
Participations purchased by, the Banks from time to time. The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Agent and the Banks may treat each Person whose name is recorded
in the Register as a Bank hereunder for all purposes of this Credit Agreement.
The Register shall be available for inspection by the Borrower and the Banks at
any reasonable time and from time to time upon reasonable prior notice. Upon
each such recordation, the assigning Bank agrees to pay to the Agent a
registration fee in the sum of $3,000.

19.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Revolving Credit
Note subject to such assignment, the Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to the
Borrower and the Banks (other than the assigning Bank). Within five (5) Business
Days after receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Agent, in exchange for each surrendered Revolving
Credit Note, a new Revolving Credit Note to the order of such Eligible Assignee
in an amount equal to the amount assumed by such Eligible Assignee pursuant to
such Assignment and Acceptance and, if the assigning Bank has retained some
portion of its obligations hereunder, a new Revolving Credit Note to the order
of the assigning Bank in an amount equal to the amount retained by it hereunder.
Such new Revolving Credit Notes shall provide that they are replacements for the
surrendered Revolving Credit Notes, shall be in an aggregate principal amount
equal to the aggregate principal amount of the surrendered Revolving Credit
Notes, shall be dated the effective date of such in Assignment and Acceptance
and shall otherwise be substantially the form of the assigned Revolving Credit
Notes. The surrendered Revolving Credit Notes shall be cancelled and returned to
the Borrower.

19.5. PARTICIPATIONS. Each Bank may sell participations to one or
more banks or other entities in all or a portion of such Bank's rights and
obligations under this Credit Agreement and the other Loan Documents; provided
that (a) each such participation shall be in an amount of not less than
$5,000,000, (b) any such sale or participation shall not affect the rights and
duties of the selling Bank hereunder to the Borrower and (c) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Revolving Credit Loans, reduce the
amount payable with respect to any Bankers' Acceptance on the maturity date
thereof, extend the term or increase the amount of the Commitment of such Bank
as it relates to such participant, reduce the amount of any commitment fees or
Letter of Credit Fees to which such participant is entitled or extend any
regularly scheduled payment date for principal or interest.

19.6. DISCLOSURE. The Borrower agrees that in addition to disclosures
made in accordance with Section 28, any Bank may disclose information obtained
by such Bank

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pursuant to this Credit Agreement to assignees or participants and potential
assignees or participants hereunder; provided that such assignees or
participants or potential assignees or participants shall agree (a) to treat in
confidence such information unless such information otherwise becomes public
knowledge, (b) not to disclose such information to a third party, except as
required by law or legal process and (c) not to make use of such information for
purposes of transactions unrelated to such contemplated assignment or
participation.

19.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall
have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Agent pursuant to Section 13.1 or
Section 13.2, and the determination of the Majority Banks shall for all purposes
of this Agreement and the other Loan Documents be made without regard to such
assignee Bank's interest in any of the Revolving Credit Loans. If any Bank sells
a participating interest in any of the Revolving Credit Loans, Bankers'
Acceptances or Reimbursement Obligations to a participant, and such participant
is the Borrower or an Affiliate of the Borrower, then such transferor Bank shall
promptly notify the Agent of the sale of such participation. A transferor Bank
shall have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or modifications to any of the Loan Documents or for
purposes of making requests to the Agent pursuant to Section 13.1 or
Section 13.2 to the extent that such participation is beneficially owned by the
Borrower or any Affiliate of the Borrower, and the determination of the Majority
Banks shall for all purposes of this Agreement and the other Loan Documents be
made without regard to the interest of such transferor Bank in the Revolving
Credit Loans to the extent of such participation.

19.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall
retain its rights to be indemnified pursuant to Section 16 with respect to any
claims or actions arising prior to the date of such assignment. If any assignee
Bank is not incorporated under the laws of the United States of America or any
state thereof, it shall, prior to the date on which any interest or fees are
payable hereunder or under any of the other Loan Documents for its account,
deliver to the Borrower and the Agent certification as to its exemption from
deduction or withholding of any United States federal income taxes (including
without limitation, forms 4229 and W9) and comply with any applicable requests
under Section 6.11. If any Reference Bank transfers all of its interest, rights
and obligations under this Credit Agreement, the Agent shall, in consultation
with the Borrower and with the consent of the Borrower and the Majority Banks,
appoint another Bank to act as a Reference Bank hereunder. Anything contained in
this Section 19 to the contrary notwithstanding, any Bank may at any time pledge
all or any portion of its interest and rights under this Credit Agreement
(including all or any portion of its Revolving Credit Notes) to any of the
twelve Federal Reserve Banks organized under Section 4 of the Federal Reserve
Act, 12

-71-
79

U.S.C. Section 341. No such pledge or the enforcement thereof shall release the
pledgor Bank from its obligations hereunder or under any of the other Loan
Documents.

19.9. ASSIGNMENT BY BORROWER. The Borrower shall not assign or
transfer any of its rights or obligations under any of the Loan Documents
without the prior written consent of each of the Banks.

20. NOTICES, ETC.

Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Revolving Credit Notes or any Letter of Credit
Applications shall be in writing and shall be delivered in hand, mailed by
United States registered or certified first class mail, postage prepaid, sent by
overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

(a) if to the Borrower, at 0000 Xxxxxxx Xxxxx, Xxx Xxxx,
Xxxxxxxxxx 00000, Attention: Senior Vice President Finance and
Administration, or at such other address for notice as the Borrower
shall last have furnished in writing to the Person giving the notice;

(b) if to the Agent, at 000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, XXX, Attention: High Technology Division, with a
copy to 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx 00000,
Attention: Xxx X. Xxxxxx-Xxxxxxx, Vice President, or such other
address for notice as the Agent shall last have furnished in writing
to the Person giving the notice; and

(c) if to any Bank, at such Bank's address set forth on
Schedule 1 hereto, or such other address for notice as such Bank
shall have last furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (a) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(b) if sent by registered or certified first-class mail, postage prepaid, on the
third Business Day following the mailing thereof.

21. GOVERNING LAW.

THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE
ENFORCEMENT

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OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND
CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS
IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED
IN SECTION 20. THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.

22. HEADINGS.

The captions in this Credit Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.

23. COUNTERPARTS.

This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Credit Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.

24. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties with
respect to the transactions contemplated hereby. Neither this Credit Agreement
nor any term hereof may be changed, waived, discharged or terminated, except as
provided in Section 26.

25. WAIVER OF JURY TRIAL.

The Borrower hereby waives its right to a jury trial with respect to
any action or claim arising out of any dispute in connection with this Credit
Agreement, the Notes or any of the other Loan Documents, any rights or
obligations hereunder or thereunder or the performance of which rights and
obligations. Except as prohibited by law, the Borrower hereby waives any right
it may have to claim or recover in any litigation referred to in the preceding
sentence any special, exemplary, punitive or consequential damages or any
damages other than, or in addition to, actual damages. The Borrower (a)
certifies that no representative, agent or attorney of any Bank or the Agent has
represented, expressly or otherwise, that such Bank or the Agent would not, in
the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that the Agent and the Banks have been induced to enter into this
Credit Agreement, the other Loan Documents to which it is a party by, among
other things, the waivers and certifications contained herein.

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26. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Any consent or approval required or permitted by this Credit
Agreement to be given by all of the Banks may be given, and any term of this
Credit Agreement, the other Loan Documents or any other instrument related
hereto or mentioned herein may be amended, and the performance or observance by
the Borrower or any of its Subsidiaries of any terms of this Credit Agreement,
the other Loan Documents or such other instrument or the continuance of any
Default or Event of Default may be waived (either generally or in a particular
instance and either retroactively or prospectively) with, but only with, the
written consent of the Borrower and the written consent of the Majority Banks.
Notwithstanding the foregoing, a decrease in the principal of or rate of
interest on the Revolving Credit Notes or Bankers' Acceptances (other than
interest accruing pursuant to Section 6.10 following the effective date of anY
waiver by the Majority Banks of the Default or Event of Default relating
thereto), the term of the Revolving Credit Notes, the amount of the Commitments
of the Banks, the release of any of the Guarantors, the release of all or
substantially all of the Collateral, the provisions of this Section 26, and the
amount of commitment fee or Letter of Credit Fees hereunder may not be changeD
without the written consent of the Borrower and the written consent of each Bank
affected thereby; the definition of Majority Banks may not be amended without
the written consent of all of the Banks; and the amount of the Agent's Fee or
any Letter of Credit Fees payable for the Agent's account and Section 15 may not
be amended without the written consent of the Agent. No waiver shall extend to
oR affect any obligation not expressly waived or impair any right consequent
thereon. No course of dealing or delay or omission on the part of the Agent or
any Bank in exercising any right shall operate as a waiver thereof or otherwise
be prejudicial thereto. No notice to or demand upon the Borrower shall entitle
the Borrower to other or further notice or demand in similar or other
circumstances.

27. SEVERABILITY.

The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Credit Agreement in any jurisdiction.

28. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

28.1. SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY. The Borrower
acknowledges that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrower or one or more of its
Subsidiaries, in connection with this Credit Agreement or otherwise, by a
Section 20 Subsidiary. The Borrower, for itself and each of its Subsidiaries,
hereby authorizes (a) such Section 20 Subsidiary to share with the Agent and
each Bank any information delivered to such Section 20 Subsidiary by the
Borrower or any of its

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Subsidiaries, and (b) the Agent and each Bank to share with such Section 20
Subsidiary any information delivered to the Agent or such Bank by the Borrower
or any of its Subsidiaries pursuant to this Credit Agreement, or in connection
with the decision of such Bank to enter into this Credit Agreement; it being
understood, in each case, that any such Section 20 Subsidiary receiving such
information shall be bound by the confidentiality provisions of this Credit
Agreement. Such authorization shall survive the payment and satisfaction in full
of all of Obligations.

28.2. CONFIDENTIALITY. Each of the Banks and the Agent agrees, on
behalf of itself and each of its affiliates, directors, officers, employees and
representatives, to use all reasonable precautions to keep confidential, in
accordance with their customary procedures for handling confidential information
of the same nature and in accordance with safe and sound banking practices, any
non-public information supplied to it by the Borrower or any of its Subsidiaries
pursuant to this Credit Agreement, provided that nothing herein shall limit the
disclosure of any such information (a) after such information shall have become
public other than through a violation of this Section 28, (b) to the extent
required by statute, rule, regulation or judicial process, (c) tO counsel for
any of the Banks or the Agent, (d) to bank examiners or any other regulatory
authority having jurisdiction over any Bank or the Agent, or to auditors or
accountants, (e) to the Agent, any Bank or any Section 20 Subsidiary, (f) in
connection with any litigation to which any one or more of the Banks, the Agent
or any Section 20 Subsidiary is a party, or in connection with the enforcement
of rights or remedies hereunder or under any other Loan Document, (g) to a
Subsidiary or affiliate of such Bank as provided in Section 28.1 or (h) to any
assignee or participant (or prospective assignee or participant) so long as such
assignee oR participant agrees to be bound by the provisions of Section 19.6.

28.3. PRIOR NOTIFICATION. Unless specifically prohibited by
applicable law or court order, each of the Banks and the Agent shall, prior to
disclosure thereof, notify the Borrower of any request for disclosure of any
such non-public information by any governmental agency or representative thereof
(other than any such request in connection with an examination of the financial
condition of such Bank by such governmental agency) or pursuant to legal process
so to allow the Borrower to seek a protective order or to take any other
appropriate action.

28.4. OTHER. In no event shall any Bank or the Agent be obligated or
required to return any materials furnished to it or any Section 20 Subsidiary by
the Borrower or any of its Subsidiaries. The obligations of each Bank under this
Section 28 shall supersedE and replace the obligations of such Bank under any
confidentiality letter in respect of this financing signed and delivered by such
Bank to the Borrower prior to the date hereof and shall be binding upon any
assignee of, or purchaser of any participation in, any interest in any of the
Revolving Credit Loans or Reimbursement Obligations from any Bank.

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83

29. TRANSITIONAL ARRANGEMENTS.

29.1. ORIGINAL CREDIT AGREEMENT SUPERSEDED This Credit Agreement
shall on the Closing Date supersede the Original Credit Agreement in its
entirety, except as provided in this Section 29. On the Closing Date, the rights
and obligations of the parties evidenced by the Original Credit Agreement shall
be evidenced by this Credit Agreement and the other Loan Documents, the
"Revolving Credit Loans" as defined in the Original Credit Agreement shall be
converted to Revolving Credit Loans as defined herein, and all outstanding
letters of credit issued by the Agent for the account of the Company prior to
the Closing Date shall, for purposes of this Credit Agreement, be Letters of
Credit hereunder.

29.2. RETURN AND CANCELLATION OF NOTES. As soon as reasonably
practicable after its receipt of its Revolving Credit Notes hereunder on the
Closing Date, the Banks will promptly return to the Company, marked
"Substituted" or "Cancelled", as the case may be, any promissory notes of the
Company held by the Banks pursuant to the Original Credit Agreement. In
addition, the Agent will request that any "Bank" under the Original Credit
Agreement which is not a Bank hereunder promptly return to the Company, marked
"Cancelled", any promissory notes of the Company held by such Person pursuant to
the Original Credit Agreement.

29.3. INTEREST AND FEES UNDER SUPERSEDED AGREEMENT. All interest and
fees and expenses, if any, owing or accruing under or in respect of the Original
Credit Agreement through the Closing Date shall be calculated as of the Closing
Date (prorated in the case of any fractional periods), and shall be paid on the
Closing Date. Commencing on the Closing Date, the Commitment Fees shall be
payable by the Borrower to the Agent for the account of the Banks, in accordance
with Section 2.2.

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84

IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

FLEXTRONICS INTERNATIONAL USA, INC.

By:
---------------------------------------
Name:
Title:

BANKBOSTON, N.A., individually and as Agent

By:
---------------------------------------
Name:
Vice President

ABN AMRO BANK N.V.

By:
---------------------------------------
Name:
Title:

THE BANK OF NOVA SCOTIA

By:
---------------------------------------
Name:
Title:

BANQUE NATIONALE DE PARIS, SAN XXXXXXXXX
XXXXXX

By:
---------------------------------------
Name:
Vice President

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85

BANQUE PARIBAS

By:
---------------------------------------
Name:
Title:

COMERICA BANK

By:
---------------------------------------
Name:
Title:

THE INDUSTRIAL BANK OF JAPAN, LIMITED

By:
---------------------------------------
Name:
Title:

SUMITOMO BANK OF CALIFORNIA

By:
---------------------------------------
Name:
Title:

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86

AMENDED AND RESTATED REVOLVING CREDIT NOTE

$__________________ as of January 14, 1998

FOR VALUE RECEIVED, the undersigned FLEXTRONICS INTERNATIONAL USA,
INC., a California corporation (the "Borrower"), hereby promises to pay to the
order of [INSERT NAME OF LENDER] (the "Bank") at the Agent's Head Office (as
such term is defined in the Credit Agreement referred to below):

(a) prior to or on the Revolving Credit Loan Maturity Date
the principal amount of [INSERT COMMITMENT AMOUNT] DOLLARS
($____________) or, if less, the aggregate unpaid principal amount of
Revolving Credit Loans advanced by the Bank to the Borrower pursuant
to the Amended and Restated Revolving Credit Agreement dated as of
January 14, 1998 (as amended and in effect from time to time, the
"Credit Agreement"), among the Borrower, the Bank and the other
parties thereto;

(b) the principal outstanding hereunder from time to time
at the times provided in the Credit Agreement; and

(c) interest on the principal balance hereof from time to
time outstanding from the Closing Date under the Credit Agreement
through and including the maturity date hereof at the times and at
the rate provided in the Credit Agreement.

This Note constitutes the amendment and restatement in its entirety
of the Revolving Credit Note of the Borrower to the Bank in the original
principal amount of $________________, dated as of May 21, 1997 (the "Original
Note"), and is in substitution therefor and an amendment and replacement
thereof. Nothing herein or in any other document shall be construed to
constitute payment of the Original Note or to release or terminate any guaranty
or lien, mortgage, pledge or other security entered in favor of the Bank.

This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Credit Agreement. The Bank and any
holder hereof is entitled to the benefits of the Credit Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrower contained therein, and any holder hereof may exercise the respective
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this
Note and not otherwise defined herein shall have the same meanings herein as in
the Credit Agreement.

The Borrower irrevocably authorizes the Bank to make or cause to be
made, at or about the time of the Drawdown Date of any Revolving Credit Loan or
at the time of receipt of any payment of principal of this Note, an appropriate
notation on

the grid attached to this Note, or the continuation of such grid, or any other
similar record, including computer records, reflecting the making of such
Revolving Credit Loan or (as the case may be) the receipt of such payment. The
outstanding amount of the Revolving Credit Loans set forth on the grid attached
to this Note, or the continuation of such grid, or any other similar record,
including computer records, maintained by the Bank with respect to any Revolving
Credit Loans shall be prima facie evidence of the principal amount thereof owing
and unpaid to the Bank, but the failure to record, or any error in so recording,
any such amount on any such grid, continuation or other record shall not limit
or otherwise affect the obligation of the Borrower hereunder or under the Credit
Agreement to make payments of principal of and interest on this Note when due.

The Borrower has the right in certain circumstances and the
obligation under certain other circumstances to prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.

If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.

The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND THE
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION .21 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH

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88

SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

This Note shall be deemed to take effect as a sealed instrument under
the laws of the State of New YOrk.

-3-

IN WITNESS WHEREOF, the undersigned has caused this Revolving Credit
Note to be signed in its corporate name and its corporate seal to be impressed
thereon by its duly authorized officer as of the day and year first above
written.

[Corporate Seal]

FLEXTRONICS INTERNATIONAL USA, INC.

By:
------------------------------------
Title:

-4-

Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
--------------------- ----------------------- ---------------------------- ------------------------ -----------------------

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

91
EXHIBIT B

FORM OF LOAN REQUEST

FLEXTRONICS INTERNATIONAL USA, INC.
[INSERT ADDRESS]
[Insert Date of Request]

BostonBank, N.A., as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

Re: [LOAN] [CONVERSION] REQUEST UNDER AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF
JANUARY 14, 1998

Ladies and Gentlemen:

Reference is made to the Amended and Restated Revolving Credit and
Term Loan Agreement dated as of January 14, 1998 (as amended and in effect from
time to time, the "Credit Agreement"), among the undersigned, the Banks named
therein and BankBoston, N.A., as agent for itself and the other Banks.
Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Credit Agreement.

[Pursuant to Section[2.6] of the Credit Agreement, we hereby request
that a Revolving Credit Loan in the amount of $_____ be made on ______, ____,
that such Revolving Credit Loan be [a Base Rate Loan] [a Eurodollar Rate Loan
with an Interest Period of [1][2][3][6] months. This Loan Request constitutes a
certification that the conditions precedent set forth in [Section [11] and]**
Section [12] of the Credit Agreement to the making of the Revoloving Credit
Loans requested hereby have been satisfied as of the date hereof.]

[Pursuant to Section [2.7] of the Credit Agreement, we hereby request
that Revolving Credit Loans in an amount of $_________ which are currently
[Base][Eurodollar] Rate Loans be converted to [Base Rate Loans] [Eurodollar Rate
Loans with an Interest Period of [1][2][3][6] months on ____________ ___, ____.]

We understand that this request is irrevocable and binding on us and
obligates us to accept the requested Revolving Credit Loan on such date.

Very truly yours,

FLEXTRONICS INTERNATIONAL USA, INC.

By:
-------------------------------------
Title:
----------------------------------

**denotes language to be included only in the request for the initial Revolving
Credit Loans.

EXHIBIT C

FORM OF
BANKERS' ACCEPTANCE NOTICE

Date: [____________]

BankBoston, N.A.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

Ladies and Gentlemen:

Reference is made to the Amended and Restated Revolving Credit
Agreement, dated as of January 14, 1998 (as amended and in effect from time to
time, the "Credit Agreement"), among Flextronics International USA, Inc. (the
"Borrower"), the lending institutions identified as Banks therein and
BankBoston, N.A., as agent for the Banks(the "Agent"). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Credit Agreement.

The Borrower hereby requests a borrowing by way of Bankers'
Acceptances under the Credit Agreement and in that connection sets forth below
the information relating to such borrowing (the "Proposed Borrowing") as
required by Setion 4 of the Credit Agreement:

(a) Number of Bankers' Acceptances
requested:____________.

(b) Aggregate Face Amount of each Bankers'
Acceptance requested:
$__________________________.

(d) Term of each Bankers' Acceptances requested:
___________________ days.

(e) Maturity date of each Bankers' Acceptance
requested: __________________________.

The Borrower acknowledges that, as a condition precedent to the
acceptance of any of the requested Bankers' Acceptances, an Acceptance Fee shall
be payable to the Agent in respect thereof pursuant to Section 4 of the Credit
Agreement.

By delivery of this Bankers' Acceptance Notice and the acceptance of
any or all of the Bankers' Acceptances by the Agent in response to this Bankers'
Acceptance Notice, the Borrower shall be deemed to have represented and
warranted that the conditions to lending specified in Sections 11 and 12 of the
Credit Agreement have been satisfied with respect to the Proposed Borrowing.

Very truly yours,

FLEXTRONICS INTERNATIONAL USA, INC.

By:
-------------------------------------
Name:
-------------------------------
Title:
-------------------------------

-2-

EXHIBIT D

FORM OF
COMPLIANCE CERTIFICATE

[Date]

BankBoston, N.A., as Agent
and the Banks referred to below
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000

Ladies and Gentlemen:

Reference is hereby made to that certain Amended and Restated
Revolving Credit Agreement dated as of January 14, 1998, (as amended, modified,
supplemented or restated and in effect from time to time, the "Credit
Agreement") among Flextronics International Ltd., a Singapore limited liability
company (the "Company"), certain Subsidiaries of the Company which may from time
to time become parties thereto (the "Borrowing Subsidiaries", and, collectively
with the Company, the "Borrowers") BankBoston, N.A. and the other lending
institutions which are, or may in the future become, parties to the Credit
Agreement (collectively, the "Banks") and BankBoston, N.A. as agent for the
Banks (the "Agent"). Capitalized terms used herein without definition shall have
the same meanings herein as in the Credit Agreement.

This is a certificate delivered pursuant to Section 9.4(c) of the
Credit Agreement with respect to calculations of certain components of the
criteria for determining the Applicable Margin and for purposes of evidencing
compliance with the financial covenants provided for in Section 11 of the Credit
Agreement. This certificate has been duly executed by the principal financial or
accounting officer of the Company.

To the best of the knowledge and belief of the undersigned: (a) each
of the representations and warranties contained in the Credit Agreement and the
other Loan Documents are true in all material respects as of the date hereof,
with the same effect as if made at and as of the date hereof (except to the
extent of any changes resulting from transactions contemplated or permitted by
the Credit Agreement and the other Loan Documents and to the extent that such
representations and warranties relate expressly to an earlier date); (b)
attached hereto as Appendix I and set forth in reasonable detail are
computations evidencing compliance with the covenants contained in Section 11 of
the Credit Agreement as of the date and for the applicable period to which the
financial statements delivered herewith relate as well as calculations relating
to the Leverage Ratio component of the Applicable Margin criteria as of the date
and for the applicable period to which the financial statements delivered
herewith relate; (c) the information furnished in the calculations attached
hereto was true, accurate, correct, and complete as of the last day of

such period and for such applicable period, as the case may be, subject to
normal year end adjustments; (d) as of the date hereof, no Default or Event of
Default has occurred or is continuing and (e) the [quarterly] [annual] financial
statements delivered to the Banks and the Agent herewith were prepared in
accordance with generally accepted accounting principles (except for the absence
of footnotes required by generally accepted accounting principles) and fairly
represents the financial position of the Company and its Subsidiaries as of the
date thereof [(subject, in the case of the quarterly financial statements, to
year-end adjustments)].

In addition, together with this certificate, the Company is
delivering to the Agent the financial statements [describe date and period of
applicable financial statements] required pursuant to Section 9.4[a][b] of the
Credit Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as
an instrument under seal as of the date first written above.

FLEXTRONICS INTERNATIONAL LTD.

By:
-------------------------------------
Title:

-2-

COMPLIANCE CERTIFICATE WORKSHEET

FLEXTRONICS INTERNATIONAL LTD.

As of ______________

Section Calculation
------- -----------

11.1 LEVERAGE RATIO.

X.XXXXX FUNDED INDEBTEDNESS: $___________

(1) Indebtedness for borrowed money: $___________
(2) plus purchase money Indebtedness: $___________
(3) plus Indebtedness with respect to Capitalized Leases: $___________
(4) less cash $___________
(5) less Investments made pursuant to Section 10.3(a) - (c) $___________
(note calculation shall exclude portion of purchase price owing
to Vendors and portion of Xxxx Payment payable entirely in shares)

B. EBITDA (for period of four consecutive fiscal quarters; calculations set
forth on Exhibit A attached hereto): $___________

C.RATIO OF A TO B: _____:_____
(Not to be greater than amounts set forth in Credit Agreement)

11.2 INTEREST COVERAGE RATIO.

A.EBITDA (AS SET FORTH IN 11.1(B) (for Reference Period): $___________

B.CONSOLIDATED TOTAL INTEREST EXPENSE (for Reference Period): $___________

C.RATIO OF A TO B: _____:_____
(Not to be less than amounts set forth in the Credit Agreement)

11.3 CONSOLIDATED TANGIBLE NET WORTH.

A. CONSOLIDATED TANGIBLE NET WORTH AT 09/30/97: $___________
1(A) 95% of (A) $___________

B. CONSOLIDATED NET INCOME FOR FISCAL QUARTER ENDED: $___________
(beginning with fiscal quarter ended 09/30/97)
1(B) 75% of (B) $___________

C. PROCEEDS FROM EQUITY ISSUANCE: $___________

D. CONSOLIDATED TANGIBLE NET WORTH $___________
(Not to be less than the sum of A plus B plus C)

11.4 PROFITABLE OPERATIONS.

A. CONSOLIDATED NET INCOME FOR FISCAL QUARTER ENDING: $___________
(Not to be less than $1.00)

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EXHIBIT A TO COMPLIANCE CERTIFICATE WORKSHEET
FLEXTRONICS INTERNATIONAL LTD.

Calculation of EBITDA as of: _________________

EBITDA FOR PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS
MOST RECENTLY ENDED (A + B + C + D): $___________

A.EBITDA FOR FISCAL QUARTER ENDING ____________
((1) + (2) + (3) + (4) + (5)): $___________

(1) Consolidated Net Income: consolidated net income, after $___________
deduction of all expenses, taxes and other proper charges
and after eliminating therefrom all extraordinary nonrecurring
items of income
(2) plus depreciation and amortization: $___________
(3) plus other noncash charges for such period: $___________
(4) plus income tax expense: $___________
(5) plus net Consolidated Total Interest Expense: $___________

B.EBITDA FOR FISCAL QUARTER ENDING ____________
((1) + (2) + (3) + (4) + (5)): $___________

C.EBITDA FOR FISCAL QUARTER ENDING ____________
((1) + (2) + (3) + (4) + (5)): $___________

(1) Consolidated Net Income: consolidated net income, after $___________
deduction of all expenses, taxes and other proper charges
and after eliminating therefrom all extraordinary nonrecurring
items of income
(2) plus depreciation and amortization: $___________
----
(3) plus other noncash charges for such period: $___________
----
(4) plus income tax expense: $___________
----
(5) plus net Consolidated Total Interest Expense: $___________
----

D.EBITDA FOR FISCAL QUARTER ENDING ____________
((1) + (2) + (3) + (4) + (5)): $___________

100

EXHIBIT E

FORM OF
ASSIGNMENT AND ACCEPTANCE

Dated as of __________, ______

Reference is made to the Amended and Restated Revolving Credit
Agreement, dated as of January 14, 1998 (as from time to time amended and in
effect, the "Credit Agreement"), by and among FLEXTRONICS INTERNATIONAL USA,
INC., a company incorporated in Singapore (the "Borrower"), the lending
institutions referred to therein as Banks (collectively, the "Banks"), and
BANKBOSTON, N.A., a national banking association, as agent (in such capacity,
the "Agent") for the Banks. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Credit Agreement.

_____________________ (the "Assignor") and _________________(the
"Assignee") hereby agree as follows:

1. ASSIGNMENT. Subject to the terms and conditions of this Assignment and
Acceptance, the Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes without recourse to the Assignor, a
$________ interest in and to the rights, benefits, indemnities and obligations
of the Assignor under the Credit Agreement equal to ____% in respect of the
Total Commitment immediately prior to the Effective Date (as hereinafter
defined).

2. ASSIGNOR'S REPRESENTATIONS. The Assignor (a) represents and warrants that (i)
it is legally authorized to enter into this Assignment and Acceptance, (ii) as
of the date hereof, its Commitment is $_____________, its Commitment Percentage
is ____%, the aggregate outstanding principal balance of its Revolving Credit
Loans equals $________, and the aggregate amount of its Letter of Credit
Participations equals $________ (in each case before giving effect to the
assignment contemplated hereby or to any contemplated assignments which have not
yet become effective), and (iii) immediately after giving effect to all
assignments which have not yet become effective, the Assignor's Commitment
Percentage will be sufficient to give effect to this Assignment and Acceptance,
(b) makes no representation or warranty, express or implied, and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or any of the other Loan
Documents or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant thereto or the attachment,
perfection or priority of any security interest or mortgage, other than that it
is the legal and beneficial owner of the interest being assigned by it hereunder
free and clear of any claim or encumbrance; (c) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of

101

the Borrower or any of its Subsidiaries or any other Person primarily or
secondarily liable in respect of any of the Obligations, or the performance or
observance by the Borrower or any of its Subsidiaries or any other Person
primarily or secondarily liable in respect of any of the Obligations of any of
its obligations under the Credit Agreement or any of the other Loan Documents or
any other instrument or document delivered or executed pursuant thereto; and (d)
attaches hereto the Revolving Credit Note delivered to it under the Credit
Agreement.

The Assignor requests that the Borrower exchange the Assignor's
Revolving Credit Note for new Revolving Credit Notes payable to the Assignor and
the Assignee as follows:

Notes Payable to Amount of Revolving
the Order of: Credit Note
---------------- -------------------

Assignor $________________
Assignee $________________

3. ASSIGNEE'S REPRESENTATIONS. The Assignee (a) represents and warrants that (i)
it is duly and legally authorized to enter into this Assignment and Acceptance,
(ii) the execution, delivery and performance of this Assignment and Acceptance
do not conflict with any provision of law or of the charter or by-laws of the
Assignee, or of any agreement binding on the Assignee, (iii) all acts,
conditions and things required to be done and performed and to have occurred
prior to the execution, delivery and performance of this Assignment and
Acceptance, and to render the same the legal, valid and binding obligation of
the Assignee, enforceable against it in accordance with its terms, have been
done and performed and have occurred in due and strict compliance with all
applicable laws; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Sections 7.4 and 8.4 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Agent or any other
Bank and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (d) represents and warrants that it is an
Eligible Assignee; (e) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (f) agrees that
it will perform in accordance with their terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Bank; and
(g) acknowledges that it has made arrangements with the Assignor satisfactory to
the Assignee with respect to its pro rata share of Letter of Credit Fees in
respect of outstanding Letters of Credit.

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102

4. EFFECTIVE DATE. The effective date for this Assignment and Acceptance shall
be _________________ (the "Effective Date"). Following the execution of this
Assignment and Acceptance and the consent of the Borrower hereto having been
obtained, each party hereto shall deliver its duly executed counterpart hereof
to the Agent for acceptance by the Agent and recording in the Register by the
Agent. Schedule 1 to the Credit Agreement shall thereupon be replaced as of the
Effective Date by the Schedule 1 annexed hereto.

5. RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and recording, from and
after the Effective Date, (a) the Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Bank thereunder, and (b) the Assignor shall,
with respect to that portion of its interest under the Credit Agreement assigned
hereunder, relinquish its rights and be released from its obligations under the
Credit Agreement; provided, however, that the Assignor shall retain its rights
to be indemnified pursuant to Section 17 of the Credit Agreement with respect to
any claims or actions arising prior to the Effective Date.

6. PAYMENTS. Upon such acceptance of this Assignment and Acceptance by the Agent
and such recording, from and after the Effective Date, the Agent shall make all
payments in respect of the rights and interests assigned hereby (including
payments of principal, interest, fees and other amounts) to the Assignee. The
Assignor and the Assignee shall make any appropriate adjustments in payments for
periods prior to the Effective Date by the Agent or with respect to the making
of this assignment directly between themselves.

7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE EFFECT AS A
SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).

8. COUNTERPARTS. This Assignment and Acceptance may be executed in any number of
counterparts which shall together constitute but one and the same agreement.

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103

IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

[ASSIGNOR]

By:
-------------------------------------
Title:

[ASSIGNEE]

By:
-------------------------------------
Title:

CONSENTED TO:

FLEXTRONICS INTERNATIONAL USA, INC.

By:
---------------------------------
Title:

BANKBOSTON, N.A., as Agent

By:
---------------------------------
Title:

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EXECUTED ORIGINAL AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of January 14, 1998

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