FLEXTRONICS INTERNATIONAL LTD, 10-Q, 1998-02-17

FLEXTRONICS INTERNATIONAL LTD
10-Q, 1998-02-17
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================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 10-Q
------------------------

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM
--------------- TO
---------------

COMMISSION FILE NUMBER 0-23354

FLEXTRONICS INTERNATIONAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
SINGAPORE NOT APPLICABLE
STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

BLK 514, CHAI CHEE LANE
#04-13
SINGAPORE 469029
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(65) 449-5255
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Number of Ordinary Shares S$0.01 par value, as of February 2, 1998:
19,337,780

================================================================================
<PAGE> 2

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
PAGE
-----
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -- December 31, 1997 and March 31,
1997........................................................................ 3
Condensed Consolidated Statements of Income -- Three and Nine Months Ended
December 31, 1997 and 1996.................................................. 4
Condensed Consolidated Statements of Cash Flow -- Nine Months Ended December
31, 1997 and 1996........................................................... 5
Notes to Condensed Consolidated Financial Statements.......................... 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................. 8-18

PART II. OTHER INFORMATION
Items 1 through 6............................................................. 19
Signatures.................................................................... 20
</TABLE>

2
<PAGE> 3

PART I -- FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

ASSETS

<TABLE>
<CAPTION>
DECEMBER
31, MARCH 31,
1997 1997
----------- ---------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.......................................... $ 73,333 $ 24,159
Accounts receivable, net........................................... 122,613 87,507
Inventories........................................................ 147,115 124,362
Deferred income taxes and other current assets..................... 35,697 18,368
-------- --------
Total current assets....................................... 378,758 254,396
PROPERTY AND EQUIPMENT, net.......................................... 204,996 149,015
OTHER NON-CURRENT ASSETS............................................. 50,244 42,881
-------- --------
Total assets......................................................... $ 633,998 $ 446,292
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank borrowings and current portion of long-term debt.............. $ 20,278 $ 128,515
Capital lease obligations.......................................... 8,483 8,273
Accounts payable and accrued liabilities........................... 131,663 141,090
Other current liabilities.......................................... 67,710 6,763
-------- --------
Total current liabilities.................................. 228,134 284,641
-------- --------
LONG-TERM DEBT, net of current portion............................... 158,998 9,029
CAPITAL LEASE OBLIGATIONS, net of current portion.................... 18,483 20,099
DEFERRED INCOME TAXES................................................ 4,012 3,710
OTHER NON-CURRENT LIABILITIES........................................ 15,804 28,326
MINORITY INTEREST.................................................... 1,160 1,142
-------- --------
SHAREHOLDERS' EQUITY:
Ordinary Shares, S$0.01 par value; Authorized -- 100,000,000
Shares; issued and outstanding -- 19,292,214 and 16,482,243 as
of December 31, 1997 and March 31, 1997, respectively........... 125 107
Additional paid-in capital......................................... 204,263 106,556
Accumulated deficit................................................ 8,021 (7,020)
Accumulated translation adjustment................................. (5,002) (298)
-------- --------
Total shareholders' equity................................. 207,407 99,345
-------- --------
Total liabilities and shareholders' equity........................... $ 633,998 $ 446,292
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

3
<PAGE> 4

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES............................................. $295,000 $161,248 $782,013 $467,787
COST OF SALES......................................... 266,192 148,614 705,496 421,931
-------- -------- -------- --------
Gross margin..................................... 28,808 12,634 76,517 45,856
OPERATING EXPENSES:
Selling, general and administrative expenses........ 13,773 9,333 38,143 26,101
Goodwill and intangibles amortization............... 951 749 2,704 2,152
Provision for plant closings........................ -- 2,321 -- 2,321
-------- -------- -------- --------
Income (loss) from operations.................... 14,084 231 35,670 15,282
OTHER INCOME AND EXPENSE:
Merger-related expenses............................. 4,000 -- 4,000 --
Other expense, net.................................. 2,946 173 9,705 2,434
-------- -------- -------- --------
Income before income taxes............................ 7,138 58 21,965 12,848
Provision for income taxes............................ 1,197 281 2,856 2,029
-------- -------- -------- --------
Net income (loss)..................................... $ 5,941 $ (223) $ 19,109 $ 10,819
======== ======== ======== ========
Basic net income (loss) per share..................... $ 0.31 $ (0.01) $ 1.07 $ 0.65
======== ======== ======== ========
Diluted net income (loss) per share................... $ 0.29 $ (0.01) $ 1.03 $ 0.62
======== ======== ======== ========
Weighted average Ordinary Shares and equivalents
outstanding -- basic................................ 19,361 16,792 17,842 16,706
======== ======== ======== ========
Weighted average Ordinary Shares and equivalents
outstanding -- diluted.............................. 20,379 16,792 18,631 17,358
======== ======== ======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

4
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31,
---------------------
1997 1996
-------- --------
<S> <C> <C>
Net cash and cash equivalents provided by operating activities......... $ 4,435 $ 42,078
-------- --------
Investing activities:
Purchases of property and equipment.................................. (65,944) (24,557)
Proceeds from sale of property and equipment......................... 1,095 1,279
Proceeds from disposal of subsidiary................................. -- 1,341
Payment for Astron earnout........................................... (6,250) --
Payment to FICO for 40% interest..................................... (2,200) (3,000)
Minority investments................................................. (2,756) (87)
Effect of Energipilot and DTM acquisitions........................... 1,504 --
-------- --------
Net cash and cash equivalents used in investing activities............. (74,551) (25,024)
-------- --------
Financing activities:
Repayments of bank borrowings and long-term debt..................... (120,750) (8,693)
Property and equipment refinanced under capital leases............... -- 1,031
Repayment of capital lease obligations............................... (7,298) (5,882)
Borrowings under long-term debt...................................... 3,220 1,524
Repayment of loan from related party................................. -- 1,381
Repayments from (loans to) related party............................. 2,975 (1,938)
Repayment of notes payable........................................... (108) (286)
Net proceeds from exercise of stock options.......................... 1,136 1,205
Net proceeds from issuance of senior subordinated notes.............. 145,687 --
Net proceeds from equity offering.................................... 95,297 --
-------- --------
Net cash and cash equivalents provided by (used in) financing
activities........................................................... 120,159 (11,658)
-------- --------
Effect of exchange rate changes on cash and cash equivalents........... (869) (186)
-------- --------
Net increase in cash and cash equivalents.............................. 49,174 5,210
Cash and cash equivalents, beginning of period......................... 24,159 8,647
-------- --------
Cash and cash equivalents, end of period............................... $ 73,333 $ 13,857
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

5
<PAGE> 6

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(UNAUDITED)

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended December 31, 1997 are not necessarily indicative of the results that may
be expected for the year ending March 31, 1998.

On October 30, 1997 the Company acquired 92% of the outstanding shares of
Neutronics Electronics Industries Holding AG ("Neutronics"), an Austrian PCB
assembly company with operations in Austria and Hungary, in exchange for
2,806,000 Ordinary Shares of the Company.

This transaction was accounted for as a pooling-of-interests and
accordingly, the accompanying condensed consolidated financial statements have
been restated to reflect the merger as if it occurred at the beginning of the
first period presented. Neutronics' fiscal year ends on December 31. The
condensed consolidated income statements combine Neutronics' results for the
nine months and three months ended December 31, 1997 with Flextronics results
for the nine months and three months ended December 31, 1997. The condensed
balance sheets as of March 31, 1997 and December 31, 1997 include Neutronics'
balance sheets as of December 31, 1996 and 1997, respectively. Neutronics net
loss of $3.2 million for the three months ended March 31, 1997 has been recorded
as an adjustment to retained earnings. A reconciliation of previously reported
results for the three and nine months ended December 31, 1996 to the results in
this form 10-Q is as follows:

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, 1996 DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
Net sales:
Previously reported..................... $121,525 $ 361,884
Neutronics.............................. 39,723 105,903
-------- --------
As restated............................. $161,248 $ 467,787
======== ========
Net income:
Previously reported..................... $ (309) $ 9,029
Neutronics.............................. 86 1,790
-------- --------
As restated............................. $ (223) $ 10,819
======== ========
</TABLE>

NOTE B -- INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1997
------------ ---------
(IN THOUSANDS)
<S> <C> <C>
Raw materials........................................ $118,034 $ 80,010
Work-in-process...................................... 26,524 16,665
Finished goods....................................... 2,557 27,687
-------- --------
Total...................................... $147,115 $ 124,362
======== ========
</TABLE>

6
<PAGE> 7

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
(UNAUDITED)

NOTE C -- RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, FASB issued SFAS No. 129, "Disclosure of Information
about Capital Structure," which will be adopted by the Company in the fiscal
quarter ending March 31, 1998. SFAS No. 129 requires companies to disclose
certain information about their capital structure. The Company does not
anticipate that SFAS No. 129 will have a material impact on its financial
statements.

In July 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for fiscal years ending after December 15, 1997. The Company
does not anticipate that SFAS No. 130 will have a material effect on its
financial position, results of operations, or cash flows.

In June 1997, FASB issued SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information," which is effective for fiscal years
beginning after December 15, 1997. The Company does not anticipate that SFAS No.
131 will have a material impact on its financial statements.

NOTE D -- DILUTED NET INCOME PER SHARE

Diluted net income per share for each period is calculated in accordance
with SFAS No. 128 by dividing net income by the weighted average Ordinary Shares
and Ordinary Share equivalents outstanding during the period using the treasury
stock method for diluted net income per share and by the weighted average
Ordinary Shares outstanding for basic net income per share. Ordinary Share
equivalents consist of shares issuable upon the exercise of outstanding Ordinary
Share options and warrants.

7
<PAGE> 8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Except for historical information contained herein, the matters discussed
in this Form 10-Q are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. In this Report, the words "expects,"
"anticipates," "believes," "intends," "plans" and similar expressions identify
forward-looking statements, which speak only as of the date hereof. These
forward-looking statements are subject to certain risks and uncertainties,
including, without limitation, those discussed in Item 2, "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Certain Factors Affecting Future Operating Results," that could
cause results to differ materially from historical results or those anticipated.
The Company undertakes no obligation to publicly disclose any revisions to these
forward-looking statements to reflect events or circumstances occurring
subsequent to the filing of this Form 10-Q with the Securities and Exchange
Commission. Readers are urged to carefully review and consider the various
disclosures made by the Company in this Report and in the Company's other
reports filed with the Securities and Exchange Commission, including its Form
10-K and its other Forms 10-Q, that attempt to advise interested parties of the
risks and factors that may affect the Company's business.

OVERVIEW

In recent years, the Company has substantially expanded its manufacturing
capacity, technological capabilities and service offerings, through both
acquisitions and internal growth. See "-- Certain Factors Affecting Future
Operating Results -- Management of Expansion and Consolidation."

In January 1995, the Company acquired nCHIP, Inc. ("nCHIP") in exchange for
an aggregate of approximately 2,450,000 Ordinary Shares in a transaction
accounted for as a pooling-of-interests. The Company has sold nCHIP's
semiconductor wafer fabrication facilities to a third party in February 1998.

In February 1996, the Company acquired Astron Group Limited ("Astron") in
exchange for (i) $13.4 million in cash, (ii) $15.0 million in 8% promissory
notes ($10.0 million of which was paid in February 1997 and $5.0 million of
which was paid in February 1998), (iii) 238,684 Ordinary Shares issued at
closing and (iv) Ordinary Shares with a value of $10.0 million to be issued on
June 30, 1998. The Company also paid an earn-out of an additional $6.25 million
in cash in April 1997, based on the pre-tax profit of Astron for the calendar
year ended December 31, 1996. In addition, the Company agreed to pay a $15.0
million consulting fee in June 1998 to an entity affiliated with Stephen Rees, a
former shareholder and the Chairman of Astron, pursuant to a services agreement
among the Company, one of its subsidiaries and the affiliate of Mr. Rees (the
"Services Agreement"). Payment of the fee was conditioned upon, among other
things, Mr. Rees' continuing as Chairman of Astron through June 1998. Mr. Rees
currently also serves as a director and executive officer of the Company.

In March 1997, the Company and Mr. Rees' affiliate agreed to remove the
remaining conditions to payment of the fee and to reduce the amount of the fee,
which remains payable in June 1998, to $14.0 million. This reduction was
negotiated in view of (i) a settlement in March 1997 of the amount of the
earnout payable by the Company to the former shareholders of Astron in which the
Company agreed to certain matters, previously in dispute, affecting the amount
of the earn-out payment, and (ii) the elimination of the conditions to payment
and of Mr. Rees' ongoing obligations under the Services Agreement.

On March 27, 1997, the Company acquired from Ericsson Business Networks AB
("Ericsson") two manufacturing facilities (the "Karlskrona Facilities") located
in Karlskrona, Sweden and related inventory, equipment and other assets for
approximately $82.4 million in cash. The acquisition was financed by borrowings
from banks and accounted for under the purchase method. The Karlskrona
Facilities include a 220,000 square foot facility and a 110,000 square foot
facility, each of which is ISO 9002 certified. At the same time, the Company and
Ericsson entered into a multi-year purchase agreement under which the Company
manufactures and Ericsson purchases certain products used in the business
communications systems sold by Ericsson. The Company is currently utilizing the
Karlskrona Facilities to assemble and test printed circuit boards, network
switches, cordless base stations and other components for these systems. The
Company also intends to use the Karlskrona Facilities to offer advanced contract
manufacturing services to

8
<PAGE> 9

other European OEMs. Approximately 965 employees are currently based at the
Karlskrona Facilities. See "-- Certain Factors Affecting Future Operating
Results -- Risks of Acquisitions."

On October 30, 1997, the Company acquired 92% of the outstanding shares of
Neutronics Electronics Industries Holding AG ("Neutronics"), an Austrian PCB
assembly company with operations in Austria and Hungary, in exchange for
2,806,000 Ordinary Shares of the Company. Shing Leong Hui, Neutronics' majority
shareholder prior to the acquisition, has been appointed to the Company's board
of directors. Neutronics' subsidiaries have three manufacturing facilities in
Hungary (including a campus in Sarvar) and one manufacturing facility in
Austria. These facilities, which total 718,000 square feet and have a total of
approximately 3,500 employees, are engaged primarily in PCB assembly, as well as
related activities such as engineering and design and injection molded plastics.
Neutronics' net sales in the twelve months ended June 30, 1997 were
approximately $142.6 million. Neutronics' largest customer is Philips
Electronics, which accounted for approximately 57% of its net sales for the nine
month period ended September 30, 1997. The acquisition of Neutronics has been
accounted for as a pooling-of-interests and accordingly, its accompanying
condensed consolidated financial statements have been restated to reflect the
acquisition of Neutronics as if it occurred at the beginning of the earliest
period presented.

On December 1, 1997 the Company acquired DTM Products, Inc. ("DTM"), a
Colorado-based producer of injection molded plastics for North American OEMs, in
exchange for 252,469 Ordinary Shares, and Energipilot AB ("Energipilot"), a
Swedish company principally engaged in providing cables and cable assemblies for
Northern European OEMs, in exchange for 229,990 Ordinary Shares. The
acquisitions of DTM and Energipilot have been accounted for as
poolings-of-interests. The Company did not restate its prior period financial
statements with respect to these acquisitions because they did not have a
material impact on its consolidated results. In January 1998, the Company signed
a definitive agreement to acquire Conexao Informatica Ltda., a leading contract
manufacturer in Brazil. The acquisition will be accounted for as a
pooling-of-interests and is scheduled to close on April 1, 1998. This
acquisition is not expected to have a material impact on the Company's
consolidated results.

The Company incurred expenses of approximately $4.0 million during the
quarter ended December 31, 1997 associated with the acquisitions of Neutronics,
DTM and Energipilot. The ability of the Company to obtain the benefits of these
acquisitions is subject to a number of risks and uncertainties, including the
Company's ability to successfully integrate the acquired operations and its
ability to maintain, and increase, sales to customers of the acquired companies.
There can be no assurance that any mergers or acquisitions will not materially
affect the Company. See "-- Certain Factors Affecting Future Operating
Results -- Acquisitions."

In addition to acquisitions, the Company has also substantially increased
overall capacity by expanding operations in North America, Asia and Europe in
the nine months ended December 31, 1997. In North America, the Company has
recently leased a new 71,000 square foot facility from which the Company offers
a wide range of engineering services, and in July 1997 the Company completed
construction of a new 73,000 square foot facility dedicated to high volume PCB
assembly. These new facilities are located adjacent to the Company's other San
Jose operations. Also in July 1997, the Company completed construction of a
101,000 square foot manufacturing facility on a 32-acre campus site in
Guadalajara, Mexico. In Asia, the Company has expanded its Doumen facilities by
developing an additional 224,000 square feet for miniaturized gold-finished PCB
fabrication and for PCB and full system assembly. The Company completed the
construction of this expanded facility in June 1997 and has commenced production
at the new and expanded facilities. The Company plans to significantly expand
its manufacturing campuses in Shenzhen, China, Sarvar, Hungary, Guadalajara,
Mexico and San Jose, California by adding new facilities and equipment.

9
<PAGE> 10

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, certain
statement of operations data expressed as a percentage of net sales.

<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
DECEMBER 31, DECEMBER 31,
--------------- ---------------
1997 1996 1997 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net sales................................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales............................................... 90.2 92.2 90.2 90.2
----- ----- ----- -----
Gross profit.............................................. 9.8 7.8 9.8 9.8
Selling, general and administrative expenses................ 4.7 5.8 4.9 5.6
Goodwill and intangible assets amortization................. 0.3 0.5 0.4 0.4
Provision for plant closings................................ -- 1.4 -- 0.5
----- ----- ----- -----
Operating income.......................................... 4.8 0.1 4.5 3.3
Merger-related expenses..................................... 1.4 -- 0.5 --
Other income and expense net................................ 1.0 0.1 1.2 0.6
----- ----- ----- -----
Income before income taxes................................ 2.4 -- 2.8 2.7
Provision for income taxes.................................. 0.4 0.1 0.4 0.4
----- ----- ----- -----
Net income/(loss)......................................... 2.0 (0.1) 2.4 2.3
===== ===== ===== =====
</TABLE>

Net Sales

Net sales for the three months ended December 31, 1997 increased 83% to
$295.0 million from $161.2 million for the three months ended December 31, 1996.
Net sales for the nine months ended December 31, 1997 increased 67% to $782.0
million from $467.8 million for the nine months ended December 31, 1996. The
increase in sales for the three and nine months was primarily due to (i) sales
to Ericsson following the March 27, 1997 acquisition of the Karlskrona
Facilities, and (ii) an increase in sales to certain existing customers
including Advanced Fibre Communications, Microsoft and Braun/Thermoscan. This
increase was partially offset by reduced sales to certain customers, including
Minebea, Visioneer, 3Com/US Robotics and Global Village. See "-- Certain Factors
Affecting Future Operating Results -- Customer Concentration; Dependence on
Electronics Industry" and "-- Certain Factors Affecting Future Operating
Results -- Risks of Karlskrona Acquisition."

The Company's largest customers during both the three month and nine month
periods ended December 31, 1997 were Ericsson and Philips Electronics. Net sales
to Ericsson for the three and nine month periods accounted for approximately 30%
and 28%, respectively, of net consolidated sales while net sales to Philips
Electronics for the three and nine month periods accounted for approximately 12%
and 11%, respectively, of net consolidated sales. No other customer accounted
for more than 10% of consolidated net sales for the three month and nine month
periods ended December 31, 1997.

Gross Profit

Gross profit varies from period to period and is affected by, among other
things, product mix, component costs, product life cycles, unit volumes,
startup, expansion and consolidation of manufacturing facilities, pricing,
competition and new product introductions. Gross profit margin increased to 9.8%
for the three months ended December 31, 1997 compared to 7.8% for the three
months ended December 31, 1996. The increase in gross profit margin was
primarily attributable to the additional costs in the quarter ended December 31,
1996 associated with the closing of manufacturing operations at the Company's
Richardson, Texas facility and the closure of the Company's nChip fabrication
facility. These costs primarily represented the write-off of materials
associated with the discontinuation of production for certain customers. Gross
profit margin remained at 9.8% for both the nine months ended December 31, 1997
and December 31, 1996. The gross profit margin for the three and nine months
ended December 31, 1997 was unfavorably impacted by

10
<PAGE> 11

increased depreciation, rent and other fixed expenses as the Company commenced
volume production in the new facilities in Doumen, China and Guadalajara,
Mexico. These expenses are expected to continue to increase in fiscal 1999. See
" -- Certain Factors Affecting Future Operating Results -- Management of
Consolidation and Expansion." The effect of these expenses on the Company's
gross profit margin was partially offset by the Company's manufacturing several
products on a consignment basis, which typically have higher gross profit
margins than turnkey projects. The Company anticipates that consignment
activities will decline as a percentage of its net sales in future periods.
Prices paid to the Company by its significant customers can vary significantly
based on the customer's order level, with per unit prices typically declining as
volumes increase. These changes in price and volume can materially affect the
Company's gross profit margin.

Cost of sales included research and development costs of approximately
$299,000 and $229,000 in the three months ended December 31, 1997 and 1996,
respectively, and $860,000 and $687,000 for the nine months ended December 31,
1997 and 1996, respectively. These costs are associated with research and
development expenditures in the Company's Astron facility in Doumen, China.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended
December 31, 1997 increased to $13.8 million from $9.3 million for the three
months ended December 31, 1996 but decreased as a percentage of net sales to
4.7% for the three months ended December 31, 1997 from 5.8% for the three months
ended December 31, 1996. Selling, general and administrative expenses for the
nine months ended December 31, 1997 increased to $38.1 million from $26.1
million for the nine months ended December 31, 1996 but decreased as a
percentage of net sales to 4.9% for the nine months ended December 31, 1997 from
5.6% for the nine months ended December 31, 1996. The increase in selling
expenses was primarily due to the addition of new sales personnel in the United
States and Europe and the inclusion of Fine Line's selling expenses; the
increase in general and administrative expenses was primarily due to the
inclusion of the operations of the Karlskrona facilities; and the increase in
corporate expenses is primarily due to growth in infrastructure and the hiring
of additional internal support personnel.

Goodwill and Intangible Assets Amortization

Goodwill and intangible assets are amortized on a straight line basis.
Goodwill and intangible amortization for the three months ended December 31,
1997 increased to $951,000 from $749,000 for the three months ended December 31,
1996. Goodwill and intangible asset amortization for the nine months ended
December 31, 1997 increased to $2.7 million from $2.2 million for the nine
months ended December 31, 1996. The goodwill and intangible asset amortization
is primarily due to the Company's acquisition of Astron. In the second fiscal
quarter of 1998, the Company reduced its estimate of the useful lives of the
goodwill and intangible assets arising from the Astron acquisition from
approximately twenty years to approximately ten years. This reduction increased
the goodwill and intangible amortization assets per quarter by approximately
$279,000.

Merger Expenses

In the quarter ended December 31, 1997, the Company recorded a one-time
non-operating charge of approximately $4.0 million related to merger expenses
associated with the acquisitions of Neutronics, EnergiPilot AB, and DTM
Products, Inc. Until it was acquired by the Company, Neutonics had planned an
initial public offering and approximately $1.9 million of these merger expenses
represented the costs paid to the underwriters upon the cancellation of this
offering.

Other income and expense

Other expense, net for the three and nine months ended December 31, 1997
increased to $2.9 million and $9.7 million, respectively, from $173,000 and $2.4
million for the three and nine months ended December 31, 1996, respectively. The
increase was primarily due to increased bank borrowings to finance the
acquisition of the Karlskrona Facilities, capital expenditures, and the issuance
of $150.0 million principal amount of 8.75%

11
<PAGE> 12

senior subordinated notes in October 1997. The Company anticipates that its
interest expense will increase in future periods as a result of borrowings under
its credit facility. See "-- Liquidity and Capital Resources."

Provision for Income Taxes

The Company is structured as a holding company, conducting its operations
through manufacturing and marketing subsidiaries in Austria, China, Hungary,
Malaysia, Mauritius, Mexico, the Netherlands, Singapore, Sweden, the United
Kingdom and the United States. Each of these subsidiaries is subject to taxation
in the country in which it has been formed. The Company's consolidated effective
tax rate for any given period is calculated by dividing the aggregate taxes
incurred by each of the operating subsidiaries and the holding company by the
Company's consolidated pre-tax income. Losses incurred by any subsidiary or by
the holding company are not deductible by the entities incorporated in other
countries in the calculation of their respective local taxes. For example, the
charge for the closing of manufacturing operations at the Company's facility in
Richardson, Texas in fiscal 1997 was incurred by a United States subsidiary that
did not have income against which this charge could be offset.

The Company's consolidated effective tax rate was 17% and 13% for the three
and nine month periods ended December 31, 1997, respectively, compared to 484%
and 16% for the three and nine months ended December 31, 1996, respectively. The
Company reduced the effective tax rate on certain of its subsidiaries that had
certain profitable operations by applying net loss carry forwards. In addition,
the Company has reduced the effective tax rate by shifting some of its
manufacturing operations from Singapore, which has an ordinary corporate tax
rate of 26%, to low cost manufacturing operations located in countries with
lower tax rates. The Company has structured its operations in Asia in a manner
designed to maximize income in countries where tax incentives have been extended
to encourage foreign investment or where income tax rates are low. The Company's
Asian manufacturing subsidiaries have at various times been granted certain tax
relief in each of these countries, resulting in lower taxes than would otherwise
be the case under ordinary tax rates. If tax incentives are not renewed upon
expiration, if the tax rates applicable to the Company are rescinded or changed,
or if tax authorities challenge successfully the manner in which profits are
recognized among the Company's subsidiaries, the Company's worldwide effective
tax rate would increase and its results of operations and cash flow would be
adversely affected. In addition, the expansion by the Company of its operations
in North America and Northern Europe may increase its worldwide effective tax
rate.

Variability of Results

The Company has experienced, and expects to continue to experience,
significant periodic and quarterly fluctuations in results of operations due to
a variety of factors. These factors include, among other things, timing of
orders, the short-term nature of most customers' purchase commitments, volume of
orders relative to the Company's capacity, customers' announcements,
introduction and market acceptance of new products or new generations of
products, evolution in the life cycles of customers' products, timing of
expenditures in anticipation of future orders, effectiveness in managing
manufacturing processes, changes in cost and availability of labor and
components, mix of orders filled, timing of acquisitions and related expenses
and changes or anticipated changes in economic conditions. In addition, the
Company's revenues are adversely

12
<PAGE> 13

affected by the observance of local holidays during the fourth fiscal quarter in
Malaysia and China, reduced production levels in Sweden in July, and the
reduction in orders by certain customers in the fourth quarter reflecting a
seasonal slow-down following the Christmas holiday. The market segments served
by the Company are also subject to economic cycles and have in the past
experienced, and are likely in the future to experience, recessionary periods. A
recessionary period affecting the industry segments served by the Company could
have a material adverse effect on the Company's results of operations. Results
of operations in any period should not be considered indicative of the results
to be expected for any future period, and fluctuations in operating results may
also result in fluctuations in the price of the Company's Ordinary Shares. In
future periods, the Company's revenue or results of operations may be below the
expectations of public market analysts and investors. In such event, the price
of the Company's Ordinary Shares would likely be materially adversely affected.

Liquidity and Capital Resources

The Company has funded its operations from the proceeds of public offerings
of equity securities, cash and cash equivalents generated from operations, bank
debt and lease financing of capital equipment. At December 31, 1997, the Company
had cash and cash equivalents balances totaling $73.3 million, outstanding bank
borrowings of $14.5 million and an aggregate of $105.0 million available for
borrowing under its credit facility subject to compliance with certain financial
ratios.

Net cash and cash equivalents provided by operating activities for the nine
months ended December 31, 1997 decreased to $4.4 million from $42.1 million for
the nine months ended December 31, 1996. The decrease in cash and cash
equivalents from operating activities was primarily due to increases in accounts
receivables and inventories of $73.7 million partially offset by a $40.4
increase in accounts payable. Depreciation and amortization expense was $22.0
million and $13.4 million for the nine months ended December 31, 1997 and
December 31, 1996, respectively.

Accounts receivable, net of allowance for doubtful accounts increased to
$122.6 million at December 31, 1997 from $87.5 million at March 31, 1997. The
increase in accounts receivable was primarily due to a 67% increase in sales for
the nine months ended December 31, 1997. Inventories increased to $147.1 million
at December 31, 1997 from $124.4 million at March 31, 1997. The increase in
inventories was mainly a result of increased purchases of material to support
the growing sales. The Company's allowance for doubtful accounts increased from
$6.1 million at March 31, 1997 to $7.1 million at December 31, 1997. The
Company's allowance for inventory obsolescence increased from $6.2 million at
March 31, 1997 to $7.1 million at December 31, 1997.

Net cash and cash equivalents used in investing activities during the nine
months ended December 31, 1997 was $74.6 million, consisting primarily of
expenditures for new and expanded facilities, including the construction of new
facilities in Doumen, China, Guadalajara, Mexico and San Jose, California and
the acquisition of machinery and equipment in the facility in San Jose,
California and the Karlskrona Facilities. Net cash and cash equivalents used in
investing activities during the nine months ended December 31, 1996 was $25.0
million, consisting primarily of acquisitions of equipment and building
construction.

Net cash and cash equivalents provided by financing activities was $120.2
million for the nine months ended December 31, 1997 compared to net cash and
cash equivalents used by financing activities of $11.7 million for the nine
months ended December 31, 1996. Net cash and cash equivalents provided by
financing activities for the nine months ended December 31, 1997 resulted
primarily from the issuance of $150.0 million principal amount of senior
subordinated notes with net proceeds of $145.7 million and an equity offering of
2,185,000 Ordinary Shares with net proceeds of $95.3 million.

During the quarter ended March 31, 1997, the Company obtained a commitment
for a new $100.0 million credit facility for which it paid commitment fees of
$750,000. Ultimately, however, the Company required a larger credit facility in
order to fund the acquisition of the Karlskrona Facilities. As a result, the
$100.0 million credit facility was never consummated and expired during the
quarter unused. Instead of consummating this $100.0 million credit facility and
borrowing under this commitment, the Company entered into a $175.0 million
credit facility ("Credit Facility") in March 1997 to provide funding for the
acquisition of

13
<PAGE> 14

the Karlskrona Facilities, for capital expenditures and for general working
capital. The Company paid a separate $2.2 million fee for the Credit Facility
which, together with other direct costs of the Credit Facility, was capitalized
and is being amortized over the term of the Credit Facility.

The Credit Facility consists of two loan agreements. Under the Credit
Facility the Company borrowed a $70.0 million term loan on March 27, 1997 and,
subject to compliance with certain financial ratios and the satisfaction of
customary borrowing conditions, the Company and its United States subsidiary may
borrow up to an aggregate of $105.0 million of revolving credit loans. The
revolving credit loans are subject to a borrowing base equal to 70% of
consolidated accounts receivable and 20% of consolidated inventory. As of
December 31, 1997, no balances were outstanding on the revolving credit loans
and the $70.0 million term loan was repaid in October 1997. Loans under the
revolving credit facility will mature in March 2000. Loans to the Company are
guaranteed by certain of its subsidiaries and loans to the Company's United
States subsidiary are guaranteed by the Company and by certain of the Company's
subsidiaries. The Credit Facility is secured by a lien on substantially all
accounts receivable and inventory of the Company and its subsidiaries, as well
as a pledge of the Company's shares in certain of its subsidiaries. The Credit
Facility contains a number of operating and financial covenants and provisions.
The Company was in compliance with all financial covenants and provisions as of
December 31, 1997.

Proceeds from both the Company's October 1997 equity and senior
subordinated notes offerings were used to repay the $70.0 million term loan and
the $77.0 million outstanding balance of the Credit Facility. The Company
intends to continue to borrow revolving credit loans under the Credit Facility.
See "-- Certain Factors Affecting Future Operating Results -- Increased
Leverage."

The Company is in the process of substantially expanding its manufacturing
capacity at many of its facilities, and plans to significantly expand its
manufacturing campuses in Shenzhen, China, Sarvar, Hungary, Guadalajara, Mexico
and San Jose, California by adding new facilities and equipment. The Company's
capital expenditures for the nine months ended December 31, 1997 were
approximately $65.9 million, excluding new facilities and equipment utilized
under operating leases. The Company anticipates incurring significant capital
expenditures, and entering into substantial operating lease commitments, in
fiscal 1999, primarily relating to this expansion. The Company also anticipates
expending from $7.0 million to $15.0 million in the fourth quarter of fiscal
1998 and in fiscal 1999 to implement a new management information system. While
the actual amount of the Company's capital expenditures and lease commitments
will depend on a number of factors, including variations in construction
schedules, changes in actual and anticipated levels of customer orders and
decisions whether to lease or purchase new assets, the Company anticipates that
its aggregate capital lease expenditures and new operating lease commitments
will increase in fiscal 1999 from fiscal 1998 levels. The Company intends to
increase its use of operating leases for new equipment and facilities, and
accordingly anticipates that its operating lease commitments will increase
substantially in fiscal 1999. See "-- Certain Factors Affecting Future Operating
Results -- Management of Expansion and Consolidation." The Company will also be
required to expend cash in the fourth fiscal quarter of 1998 pursuant to the
terms of the Astron acquisition. The Company paid an earn-out of $6.25 million
in cash in April 1997, and made a principal payment of $5.0 million in February
1998 pursuant to the terms of a note issued by the Company in connection with
the Astron acquisition. The Company is also required to settle a $14.0 million
obligation to an entity affiliated with Stephen Rees in June 1998. Of this
amount, $5.0 million is payable in cash and $9.0 million is payable in cash or,
at the option of the Company, in Ordinary Shares, and the Company intends to pay
the $9.0 million portion in Ordinary Shares. The Company also anticipates that
its working capital requirements will increase in order to support anticipated
volumes of business. Future liquidity needs will depend on, among other factors,
the timing of expenditures by the Company on new equipment and facilities, the
extent to which the Company utilizes operating leases rather than capital
expenditures, levels of shipments by the Company and changes in volumes of
customer orders. The Company believes that the existing cash balances, together
with anticipated cash from operations and amounts available under the Credit
Facility, will be sufficient to fund its operations through fiscal 1999.

14
<PAGE> 15

CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS

The Company's future operating results will depend upon conditions in its
market that may affect demand for its services. The following factors, among
others, have in some cases affected, and in the future could affect, the
Company's actual results and could cause such results to differ materially from
those expressed in forward-looking statements made by the Company.

Increased Leverage

The Company has significant amounts of outstanding indebtedness and
interest cost. The Company's level of indebtedness presents risks, including the
possibility that the Company may be unable to generate cash sufficient to pay
the principal of and interest on the indebtedness when due. The Company's
indebtedness at December 31, 1997 included $150.0 million principal amount of
8.75% senior subordinated notes due 2007, $14.5 million in bank borrowings,
$27.0 million in capital lease obligations and $14.7 million of other debt
instruments. See "-- Liquidity and Capital Resources." The degree to which the
Company is leveraged could have important consequences to the Company and its
shareholders, including the following: (i) the Company's ability to obtain
additional financing may be impaired; (ii) the Company's operating flexibility
is limited by covenants that among other things, limit its ability to incur
additional indebtedness, grant liens, make capital expenditures and enter into
sale and leaseback transactions; and (iii) the Company's degree of leverage may
make it more vulnerable to economic downturns, may limit its ability to pursue
other business opportunities and may reduce its flexibility in responding to
changing business and economic conditions.

Management of Expansion and Consolidation

The Company is currently experiencing a period of rapid expansion through
both internal growth and acquisitions, with net sales increasing from $81.0
million in fiscal 1992 to $640.0 million in fiscal 1997 and $782.0 million in
the first nine months of fiscal 1998. There can be no assurance that the
Company's historical growth will continue or that the Company will successfully
manage the integration of the acquired operations. Expansion has caused, and is
expected to continue to cause, strain on the Company's infrastructure, including
its managerial, technical, financial and other resources. To manage further
growth, the Company must continue to enhance financial controls and hire
additional engineering and sales personnel. There can be no assurance that the
Company will be able to manage its expansion effectively, and a failure to do so
could have a material adverse effect on the Company's results of operations.

Expansion through acquisitions and internal growth has contributed to the
Company's incurring significant accounting charges and experiencing volatility
in its operating results. There can be no assurance that the Company will not
continue to experience volatility in its operating results or incur write-offs
in connection with its expansion efforts. See "-- Overview" and
"-- Acquisitions." In addition, the Company has recently completed the
construction of significant new facilities in Guadalajara, Mexico, Doumen, China
and San Jose, California, resulting in new fixed costs and other operating
expenses, including substantial increases in depreciation and rent expense that
will increase the Company's cost of sales. The Company anticipates significant
expenditures on new equipment and facilities in the fourth quarter of fiscal
1998, and in fiscal 1999, which will result in future substantial increases in
these expenses. There can be no assurance that the Company will utilize a
sufficient portion of the capacity of these new and expanded facilities to
offset the impact of these expenses on its gross margins and operating income.

15
<PAGE> 16

constructing and equipping the new manufacturing facilities, and there can be no
assurance as to when it will complete construction. Any such difficulties or
delays could have a material adverse effect on the Company's business, financial
condition and results of operations. The development and construction of the new
facilities are subject to significant risks and uncertainties, including cost
estimation errors and overruns, construction delays, weather problems, equipment
delays or shortages, labor shortages and disputes, production start-up problems
and other factors. As many of such factors are beyond the Company's control, the
Company cannot predict the length of any such delays, which could be substantial
and could result in substantial cost overruns. Such delays would adversely
affect the Company's sales growth and the Company's ability to timely meet
delivery schedules. Furthermore, the Company's development and construction of
the new facilities will result in new fixed and operating expenses, including
substantial increases in depreciation expense and rental expense that will
increase the Company's cost of sales. If revenue levels do not increase
sufficiently to offset these new expenses, the Company's operating results could
be materially adversely affected.

Replacement of Management Information Systems; Year 2000 Compliance

The Company is beginning the process of replacing its management
information systems. The new systems will significantly affect many aspects of
the Company's business, including its manufacturing, sales and marketing, and
accounting functions, and the Company's ability to integrate the Karlskrona
Facilities, which must be converted to the new system. In addition, the
successful implementation of these systems will be important to facilitate
future growth. The Company currently anticipates that the complete installation
of its new management information systems will take at least eighteen months,
and implementation of the new systems could cause significant disruption in
operations. If the Company is not successful in implementing its new systems or
if the Company experiences difficulties in such implementation, the Company
could experience problems with the delivery of its products or an adverse impact
on its ability to access timely and accurate financial and operating
information.

The Company is in the process of identifying operating issues related to
the ability of its information systems to process dates beginning with the year
2000 ("Year 2000 compliance"). The new management information systems are
designed to be Year 2000 compliant. However, there can be no assurance that the
management information systems will be year 2000 compliant or that such systems
will be implemented by Year 2000, and any failure to be year 2000 compliant or
to effectively implement the new management information systems by Year 2000
could have a material adverse effect on the Company's business and results of
operations. There can be no assurance that the Company's customers and suppliers
have, or will have, management information systems that are Year 2000 compliant.
However, the Company does not anticipate that any Year 2000 compliance problems
facing its customers or suppliers would have a material adverse effect on the
Company's business and results of operations.

Acquisitions

Acquisitions have represented a significant portion of the Company's growth
strategy, and the Company intends to continue to pursue attractive acquisition
opportunities. Acquisitions involve a number of risks in addition to those
described under "-- Management of Expansion and Consolidation" that could
adversely affect the Company, including the diversion of management's attention,
the integration and assimilation of the operations and personnel of the acquired
companies, the amortization of acquired intangible assets and the potential loss
of key employees of the acquired companies.

The March 27, 1997 acquisition of the Karlskrona Facilities and the
execution of a multi-year purchase agreement (the "Purchase Agreement") between
the Company and Ericsson (together the "Karlskrona Acquisition") and the October
30, 1997 acquisition of Neutronics each represent a significant expansion of the
Company's operations, and entail a number of risks. The acquired operations are
now being integrated into the Company's ongoing manufacturing operations. This
requires optimizing production lines, implementing new management information
systems, implementing the Company's operating systems, and assimilating and
managing existing personnel. The difficulties of this integration may be further
complicated by the geographical distance of the Karlskrona Facilities and
Neutronics' operations from the Company's current operations in Asia and the
United States. In addition, these acquisitions have increased and will continue
to

16
<PAGE> 17

increase the Company's expenses and working capital requirements, and place
burdens on the Company's management resources. In the event the Company is
unsuccessful in integrating these operations, the Company would be materially
adversely affected.

The Purchase Agreement contains cost reduction targets and price
limitations and imposes on the Company certain manufacturing quality
requirements, and there can be no assurance that the Company can achieve
acceptable levels of profitability under the Purchase Agreement or reduce costs
and prices to Ericsson over time as contemplated by the Purchase Agreement.

Customer Concentration; Dependence on Electronics Industry

A small number of customers are currently responsible for a significant
portion of the Company's net sales. The Company's largest customers in the nine
months ended December 31, 1997 was Ericsson and Philips Electronics, with net
sales to Ericsson and Philips Electronics accounting for approximately 28% and
11% of its total net sales, respectively. Net sales to the Company's top five
customers during the nine months ended December 31, 1997 accounted for
approximately 59% of consolidated sales compared to approximately 49% during the
nine months ended December 31, 1996.

The composition of the group comprising the Company's largest customers has
varied from year to year, and there can be no assurance that the Company's
principal customers will continue to purchase products and services from the
Company at current levels, if at all. Significant reductions in sales to any of
these customers, or the loss of one or more major customers, would have a
material adverse effect on the Company. The Company generally does not obtain
firm long-term volume purchase commitments from its customers, and over the past
few years has experienced reduced lead-times in customer orders. In addition,
customer contracts can be canceled and volume levels can be changed or delayed
and such cancellations and delays could affect the ability of the Company to
forecast purchase commitments accurately. The timely replacement of canceled,
delayed, or reduced contracts with new business cannot be assured.

The factors affecting the electronics industry in general, or any of the
Company's major customers in particular, could have a material adverse effect on
the Company. The markets in which the Company's customers compete are
characterized by rapidly changing technology, evolving industry standards and
continuous improvements in products and services. These conditions frequently
result in short product life cycles. The Company's success will depend to a
significant extent on the success achieved by its customers in developing and
marketing their products, some of which are new and untested. If technologies or
standards supported by customers' products become obsolete or fail to gain
widespread commercial acceptance, the Company's business may be materially
adversely affected.

Variability of Customer Requirements

Contract manufacturers must provide increasingly rapid product turnaround
and respond to ever-shorter lead times. The Company generally does not obtain
long-term purchase orders but instead works with its customers to anticipate the
volume of future orders. In certain cases, the Company will procure components
without a customer commitment to pay for them, and the Company must continually
make other significant decisions for which it is responsible, including the
levels of business that it will seek and accept, production schedules, personnel
needs and other resource requirements, based on estimate of future customer
requirements that are subject to significant change. A variety of conditions,
both specific to the individual customer and generally affecting the industry,
may cause customers to cancel, reduce or delay orders. Cancellations, reductions
or delays by a significant customer or by a group of customers would adversely
affect the Company, its results of operations, prospects of debt service
ability. On occasion, customers may require rapid increases in production, which
can stress the Company's resources and reduce margins. Although the Company has
increased its manufacturing capacity, there can be no assurance that the Company
will have sufficient capacity at any given time to meet its customers' demands
if such demands exceed anticipated levels.

17
<PAGE> 18

Competition

The electronics contract manufacturing industry is extremely competitive
and includes hundreds of companies, several of whom have achieved substantial
market share. Current and prospective customers also evaluate the Company's
capabilities against the merits of internal production. In addition, in recent
years the electronics contract manufacturing industry has attracted a
significant number of new entrants, including large OEMs with excess
manufacturing capacity, and many existing participants, including the Company,
have substantially expanded their manufacturing capacity by expanding their
existing facilities and adding new facilities. In the event of a decrease in
overall demand for contract manufacturing services, this increased capacity
could result in substantial pricing pressures, which could adversely affect the
Company's operating results. Certain of the Company's competitors, including
Solectron Corporation and SCI Systems, have substantially greater manufacturing,
financial, research and development and marketing resources than the Company.

Risks of International Operations

The geographical distances between Asia, the United States, Mexico and
Europe create a number of logistical and communications challenges. Because of
the location of manufacturing facilities in a number of countries, the Company
is affected by economic and political conditions in those countries. In
particular, the Company's operations and assets are subject to significant
political, economic, legal and other uncertainties in China, Hungary and Mexico,
where the Company is substantially expanding its operations, as well as in Hong
Kong, where the Company maintains certain administrative and procurement
operations. Changes in policies by the U.S. or foreign governments resulting in,
among other things, increased duties, higher taxation, currency conversion
limitations, restrictions on the transfer of funds, limitations on imports or
exports, or the expropriation of private enterprises could also have a material
adverse effect on the Company.

The Company does not believe that a material portion of its products are
sold by its customers to end users in Asian markets. As a result, the Company's
results of operations have not been significantly affected by recent adverse
economic conditions in East and Southeast Asian markets. However, continued
declined in such markets could have a material adverse affect on the Company's
results of operations.

Currency Fluctuations

While Flextronics transacts business predominantly in U.S. dollars and most
of its revenues are collected in U.S. dollars, a portion of Flextronics' costs
such as payroll, rent and indirect operation costs, are denominated in other
currencies such as Singapore dollars, Swedish kronor, Hong Kong dollars,
Malaysian ringgit, British pounds sterling, Austrian schillings, Hungarian
forints, and Chinese renminbis. Historically, fluctuations in foreign currency
exchange rates have not resulted in significant exchange losses to the Company.
Following the consummation of the Ericsson and Neutronics transactions, a
significant portion of the Company's business has been, and the Company expects
will continue to be, conducted in Swedish kronor, Austrian schilling, and
Hungarian forint. Changes in the relation of these and other currencies to the
U.S. dollar will affect the Company's cost of goods sold and operating margins
and could result in exchange losses.

18
<PAGE> 19

PART II -- OTHER INFORMATION

ITEMS 1 THROUGH 3.

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The information required by this item is incorporated by reference from
Item 4, Submission of Matters to a Vote of Security Holders contained in the
Company's Forms 10-Q for the quarterly period ended September 30, 1997.

ITEM 5.

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------------------------
<C> <S>
(10.1) Amended and Restated Revolving Credit Agreement dated as of January 14, 1998
among Flextronics International USA, Inc., BankBoston, N.A. and the lending
institutions listed on Schedule 1 attached thereto and BankBoston, N.A. as
agent with BancBoston Securities Inc. as arranger. The Company agrees to
furnish a copy of the omitted schedules to the Commission upon request.
(10.2) Amended and Restated Revolving Credit Agreement dated as of January 14, 1998
among Flextronics International Ltd., BankBoston, N.A. and the lending
institutions listed on Schedule 1 attached thereto and BankBoston, N.A. as
agent with BancBoston Securities Inc. as arranger. The Company agrees to
furnish a copy of the omitted schedules to the Commission upon request.
(11.1) Statement re: computation of earnings per share.
(11.2) Statement re: computation of earnings per share.
(27.1) Financial data schedule.
</TABLE>

(b) REPORTS ON FORM 8-K:

Form 8-K filed on November 10, 1997 reporting the acquisition of Neutronics
Electronics Industries Holding A.G. No financial statement was filed.

19
<PAGE> 20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

FLEXTRONICS INTERNATIONAL LTD.
(Registrant)

<TABLE>
<S> <C>
Date February 17, 1998 /s/ MICHAEL E. MARKS
-----------------------------------------------
Michael E. Marks
Chief Executive Officer

Date February 17, 1998 /s/ ROBERT R.B. DYKES
-----------------------------------------------
Robert R.B. Dykes
Senior Vice President, Finance and
Administration
and Chief Financial Officer
</TABLE>

20
<PAGE> 21

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------- ------------
<C> <S> <C>
10.1 Amended and Restated Revolving Credit Agreement dated as of January 14,
1998 among Flextronics International USA, Inc., BankBoston, N.A. and the
lending institutions listed on Schedule 1 thereto and BankBoston, N.A. as
agent with BancBoston Securities Inc. as arranger. The Company agrees to
furnish a copy of the omitted schedules to the Commission upon
request..................................................................
10.2 Amended and Restated Revolving Credit Agreement dated as of January 14,
1998 among Flextronics International Ltd., BankBoston, N.A. and the
lending institutions listed on Schedule 1 thereto and BankBoston, N.A. as
agent with BancBoston Securities Inc. as arranger. The Company agrees to
furnish a copy of the omitted schedules to the Commission upon
request..................................................................
11.1 Statement re: computation of earnings per share..........................
11.2 Statement re: computation of earnings per share..........................
27.1 Financial data schedule..................................................
</TABLE>

<PAGE> 1
EXHIBIT 10.1

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

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

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

-1-

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
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
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
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
</TABLE>

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<PAGE> 4

<TABLE>
<S> <C> <C>
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
</TABLE>

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<PAGE> 5

<TABLE>
<S> <C> <C>
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
</TABLE>

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<PAGE> 6

<TABLE>
<S> <C> <C>
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
</TABLE>

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<PAGE> 7

List of Schedules and Exhibits

<TABLE>
<S> <C>
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 Acceptance
</TABLE>

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<PAGE> 8

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
2090 Fortune Drive, San Jose, California 95131, 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 100 Federal
Street, Boston, Massachusetts 02110, or at such other location as the Agent may
designate from time to time.

<PAGE> 9

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

Agent's Special Counsel. Bingham Dana 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.

<TABLE>
<CAPTION>
LETTER OF
LEVEL BASE RATE EURODOLLAR CREDIT ACCEPTANCE FEE COMMITMENT
1 LEVERAGE RATIO LOANS RATE LOANS FEES RATE FEE RATE
- -------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
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
- -------- --------------------------- --------------- --------------- ---------------- ---------------- -----------------
</TABLE>

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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<PAGE> 10

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 bill 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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<PAGE> 11

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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<PAGE> 12

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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<PAGE> 13

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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<PAGE> 14

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 Chao Yi Technology Co. Ltd., Zhuhai Daomen Chao Yi
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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<PAGE> 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).

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<PAGE> 17

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 mark-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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<PAGE> 18

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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<PAGE> 19

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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<PAGE> 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.

Rees Payment. All payments or other amounts due at any time by FIL or
any of its Subsidiaries to Stephen Rees pursuant to that certain (a) Services
Agreement dated February 2, 1996 between FIL, Astron Technologies Limited and
Stephen Rees, 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
Stephen Rees, 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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<PAGE> 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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<PAGE> 22

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 Rees 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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<PAGE> 23

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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<PAGE> 24

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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<PAGE> 25

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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<PAGE> 26

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.

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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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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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<PAGE> 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.

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<PAGE> 30

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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<PAGE> 31

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 bill 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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<PAGE> 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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<PAGE> 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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<PAGE> 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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<PAGE> 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.

6.2.2. 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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<PAGE> 38

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.

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<PAGE> 39

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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<PAGE> 40

(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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<PAGE> 41

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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<PAGE> 42

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.

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<PAGE> 43

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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<PAGE> 45

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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<PAGE> 47

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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<PAGE> 50

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 ("SARA"), 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 300 Appendix B; (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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<PAGE> 51

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 2090 Fortune Drive, San Jose, California 95131, 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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<PAGE> 52

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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<PAGE> 53

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 Arthur Andersen 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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<PAGE> 54

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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<PAGE> 55

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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<PAGE> 56

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 & Plimpton, 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 Chao Yi 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 Chao Yi 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:

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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:

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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

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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 2090 Fortune Drive, San Jose,
California 95131, 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 100 Federal Street, Boston,
Massachusetts 02110, USA, Attention: High Technology Division, with a
copy to 435 Tasso Street, Suite 250, Palo Alto, California 94301,
Attention: Lee A. Merkle-Raymond, 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.

-72-
<PAGE> 80

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.

-73-
<PAGE> 81

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

-74-
<PAGE> 82

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.

-75-
<PAGE> 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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<PAGE> 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 FRANCISCO
BRANCH

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

-77-
<PAGE> 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:

-78-
<PAGE> 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

<PAGE> 87

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

-2-
<PAGE> 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-

<PAGE> 89

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-

<PAGE> 90

<TABLE>
<CAPTION>
Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
- --------------------- ----------------------- ---------------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>

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

- --------------------- ----------------------- ---------------------------- ------------------------ -----------------------
</TABLE>

<PAGE> 91
EXHIBIT B

FORM OF LOAN REQUEST

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

BostonBank, N.A., as Agent
100 Federal Street
Boston, Massachusetts 02110

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.

<PAGE> 92

EXHIBIT C

FORM OF
BANKERS' ACCEPTANCE NOTICE

Date: [____________]

BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110

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.

<PAGE> 93

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-

<PAGE> 94

EXHIBIT D

FORM OF
COMPLIANCE CERTIFICATE

[Date]

BankBoston, N.A., as Agent
and the Banks referred to below
100 Federal Street
Boston, MA 02110

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

<PAGE> 95

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-

<PAGE> 96

COMPLIANCE CERTIFICATE WORKSHEET

FLEXTRONICS INTERNATIONAL LTD.

As of ______________

<TABLE>
<CAPTION>
Section Calculation
- ------- -----------

<S> <C> <C>
11.1 LEVERAGE RATIO.

A.TOTAL 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 Rees 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)
</TABLE>

<PAGE> 97

<TABLE>
<S> <C> <C>
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)
</TABLE>

-2-

<PAGE> 98

EXHIBIT A TO COMPLIANCE CERTIFICATE WORKSHEET
FLEXTRONICS INTERNATIONAL LTD.

Calculation of EBITDA as of: _________________

<TABLE>
<S> <C> <C>
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)): $___________

<PAGE> 99

<TABLE>
<S> <C> <C>
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)): $___________

</TABLE>

<PAGE> 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

<PAGE> 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:

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

<S> <C>
Assignor $________________
Assignee $________________
</TABLE>

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.

-2-

<PAGE> 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.

-3-

<PAGE> 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:

-4-

<PAGE> 1
EXHIBIT 10.2
EXECUTED ORIGINAL

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of January 14, 1998

among

FLEXTRONICS INTERNATIONAL LTD.,

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

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S> <C>
1. DEFINITIONS AND RULES OF INTERPRETATION. ............................. 1
1.1. Definitions. ................................................... 1
1.2. Rules of Interpretation. ....................................... 23
2. THE REVOLVING CREDIT FACILITY. ....................................... 24
2.1. Commitment. .................................................... 24
2.2. Commitment Fee. ................................................ 25
2.3. Reduction of Total Commitment. ................................. 25
2.3.1. Optional Reduction. ..................................... 25
2.3.2. Mandatory Reduction. .................................... 25
2.4. The Revolving Credit Notes. .................................... 26
2.5. Interest on Revolving Credit Loans. ............................ 26
2.6. Requests for Revolving Credit Loans; Request for
Foreign Loans. ................................................. 27
2.6.1. Request for Revolving Credit Loan. ...................... 27
2.6.2. Request for Foreign Loan. ............................... 27
2.7. Conversion Options. ............................................ 28
2.7.1. Conversion to Different Type of Revolving
Credit Loan. ............................................ 28
2.7.2. Continuation of Type of Revolving Credit Loan. .......... 28
2.7.3. Eurocurrency Rate Loans. ................................ 29
2.8. Funds for Revolving Credit Loan. ............................... 29
2.8.1. Funding Procedures for Revolving Credit Loans
Denominated in Dollars. ................................. 29
2.8.2. Advances by Agent. ...................................... 29
2.8.3. Funding Procedures for Multicurrency Loans and
Foreign Loans. .......................................... 30
2.8.4. Advances by Agent for Multicurrency Loans. .............. 31
2.8.5. Advances by Agent for Foreign Loans. .................... 31
2.9. Optional Currencies. ........................................... 32
2.9.1. Request for Optional Currency............................. 32
2.9.2. Exchange Rate. .......................................... 33
2.9.3. Multiple Denominations. ................................. 33
2.9.4. Repayment. .............................................. 33
2.9.5. Funding. ................................................ 33
2.10. Fronting Provisions. .......................................... 34
2.10.1. Application of Interest Payments......................... 34
2.10.2. Currency Conversions and Contingent
Funding Agreement. ..................................... 35
2.10.3. Resignation of Fronting Bank............................. 38
</TABLE>

<S> <C>
2.10.4. No Duties of Borrowers................................... 39
3. REPAYMENT OF THE REVOLVING CREDIT LOANS. ............................. 39
3.1. Maturity. ...................................................... 39
3.2. Mandatory Repayments of Revolving Credit Loans. ................ 39
3.3. Optional Repayments of Revolving Credit Loans. ................. 40
SECTION 4. BANKERS' ACCEPTANCES............................................ 40
Section 4.1. Acceptance and Purchase. ................................ 40
Section 4.2. Refunding Bankers' Acceptances. ......................... 43
Section 4.3. Acceptance Fee. ......................................... 43
Section 4.4. Circumstances Making Bankers' Acceptances Unavailable. .. 43
Section 4.5. Cash Payments with Respect to Outstanding
Bankers' Acceptances. ................................... 44
5. LETTERS OF CREDIT. ................................................... 45
5.1. Letter of Credit Commitments..................................... 45
5.1.1. Commitment to Issue Letters of Credit. .................. 45
5.1.2. Letter of Credit Applications. .......................... 45
5.1.3. Terms of Letters of Credit. ............................. 45
5.1.4. Reimbursement Obligations of Banks. ..................... 45
5.1.5. Participations of Banks. ................................ 46
5.2. Reimbursement Obligation of the Borrowers. ..................... 46
5.3. Letter of Credit Payments. ..................................... 46
5.4. Obligations Absolute. .......................................... 47
5.5. Reliance by Issuer. ............................................ 47
5.6. Letter of Credit Fee. .......................................... 48
6. CERTAIN GENERAL PROVISIONS. .......................................... 48
6.1. Agent's Fee. ................................................... 48
6.2. Funds for Payments. ............................................ 48
6.2.1. Payments to Agent. ...................................... 48
6.2.2. No Offset, etc. ......................................... 49
6.2.3. Currency Matters.......................................... 49
6.3. Computations. .................................................. 50
6.4. Inability to Determine Eurocurrency Rate. ...................... 50
6.5. Illegality. .................................................... 51
6.6. Additional Costs, etc. ......................................... 51
6.7. Capital Adequacy. .............................................. 52
6.8. Certificate. ................................................... 53
6.9. Indemnity. ..................................................... 53
6.10. Interest After Default. ....................................... 53
6.11. Certain Bank Obligations. ..................................... 54
6.11.1. Replacement Banks. ..................................... 54
6.11.2. Mitigation. ............................................ 55
6.11.3. Filing Requirements. ................................... 55
7. COLLATERAL SECURITY AND GUARANTIES. .................................. 55
</TABLE>

-ii-
<PAGE> 4

<S> <C>
7.1. Security of Borrowers. ......................................... 55
7.2. Guarantees and Security of Subsidiaries. ....................... 56
7.3. Guaranty by the Company of the Obligations....................... 56
7.3.1. Guaranty. ............................................... 56
7.3.2. Guaranty Absolute. ...................................... 56
7.3.3. Effectiveness; Enforcement. ............................. 58
7.3.4. Waiver. ................................................. 58
7.3.5. Subordination; Subrogation. ............................. 58
7.3.6. Payments. ............................................... 59
7.3.7. Receipt of Information. ................................. 59
7.4. Change of Status. .............................................. 60
7.5. Joint and Several Liability of the Borrowers..................... 60
7.5.1. Joint and Several Liability. ............................ 60
7.5.2. Consideration. .......................................... 60
7.5.3. Co-Debtors. ............................................. 60
7.5.4. Payment. ................................................ 61
7.5.5. Recourse. ............................................... 61
7.5.6. Waivers. ................................................ 61
7.5.7. Enforcement. ............................................ 62
7.5.8. Contribution. ........................................... 63
8. REPRESENTATIONS AND WARRANTIES. ...................................... 63
8.1. Corporate Authority. ........................................... 63
8.1.1. Incorporation; Good Standing. ........................... 63
8.1.2. Authorization. .......................................... 63
8.1.3. Enforceability. ......................................... 64
8.2. Governmental Approvals. ........................................ 64
8.3. Title to Properties; Leases. ................................... 64
8.4. Financial Statements. .......................................... 65
8.4.1. Financial Statements. ................................... 65
8.4.2. Projections. ............................................ 65
8.5. No Material Changes, etc; Solvency ............................. 65
8.5.1. No Changes. ............................................. 65
8.5.2. Solvency. ............................................... 65
8.6. Franchises, Patents, Copyrights, etc. .......................... 66
8.7. Litigation. .................................................... 66
8.8. No Materially Adverse Contracts, etc. .......................... 66
8.9. Compliance with Other Instruments, Laws, etc. .................. 66
8.10. Tax Status. .................................................... 66
8.11. No Event of Default. ........................................... 67
8.12. Holding Company and Investment Company Acts. ................... 67
8.13. Absence of Financing Statements, etc. .......................... 67
8.14. Perfection of Security Interest. ............................... 67
8.15. Certain Transactions. .......................................... 67
8.16. Employee Benefit Plans. ........................................ 68
</TABLE>

-iii-
<PAGE> 5

<S> <C> <C>
8.16.1. In General. ............................................ 68
8.16.2. Terminability of Welfare Plans. ........................ 68
8.16.3. Guaranteed Pension Plans. .............................. 68
8.16.4. Multiemployer Plans. ................................... 69
8.17. Regulations U and X. ........................................... 69
8.18. Environmental Compliance. ...................................... 69
8.19. Subsidiaries, etc. ............................................. 71
8.20. Chief Executive Offices. ....................................... 71
8.21. Fiscal Year. ................................................... 71
8.22. No Amendments to Certain Documents. ............................ 71
8.23. Disclosure ..................................................... 72
8.24. Insurance. ..................................................... 72
8.25. Status of Loans as Senior Debt. ................................ 72
8.26. No Other Senior Debt. .......................................... 72
8.27. No Withholding, Etc. ........................................... 72
8.28. No Filing, Recording Required. ................................. 73
9. AFFIRMATIVE COVENANTS OF THE BORROWERS. .............................. 73
9.1. Punctual Payment. .............................................. 73
9.2. Maintenance of Office. ......................................... 73
9.3. Records and Accounts. .......................................... 73
9.4. Financial Statements, Certificates and Information. ............ 74
9.5. Notices. ........................................................ 75
9.5.1. Defaults. ............................................... 75
9.5.2. Environmental Events. ................................... 75
9.5.3. Notification of Claim against Collateral. ............... 76
9.5.4. Notice of Litigation and Judgments. ..................... 76
9.6. Corporate Existence; Maintenance of Properties. ................. 76
9.7. Insurance. ...................................................... 77
9.8. Taxes. .......................................................... 77
9.9. Inspection of Properties and Books, etc. ........................ 77
9.9.1. General. ................................................ 77
9.9.2. Appraisals. ............................................. 77
9.9.3. Communications with Accountants. ........................ 78
9.10. Compliance with Laws, Contracts, Licenses, and Permits. ........ 78
9.11. Employee Benefit Plans. ........................................ 78
9.12. Use of Proceeds. ............................................... 78
9.13. Fair Labor Standards Act. ...................................... 79
9.14. Guarantors. .................................................... 79
9.15. Subordinated Guarantees. ....................................... 79
9.16. Payment of Astron Obligation. .................................. 80
9.17. Further Assurances. ............................................ 80
9.18. Status of Loans as Senior Debt. ................................ 80
9.19. Additional Subsidiaries. ....................................... 80
</TABLE>

-iv-
<PAGE> 6

<S> <C>
9.20. Neutronics. .................................................... 80
10. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS. ......................... 81
10.1. Restrictions on Indebtedness. .................................. 81
10.2. Restrictions on Liens. ......................................... 83
10.3. Restrictions on Investments. ................................... 86
10.4. Distributions. ................................................. 87
10.5. Merger, Consolidation and Disposition of Assets. ............... 87
10.5.1. Mergers and Acquisitions. .............................. 87
10.5.2. Disposition of Assets. ................................. 88
10.6. Sale and Leaseback. ............................................ 89
10.7. Compliance with Environmental Laws. ............................ 89
10.8. Subordinated Debt. ............................................. 90
10.9. Employee Benefit Plans. ........................................ 90
10.10. Change in Terms of Capital Stock. ............................. 90
10.11. Fiscal Year. .................................................. 90
10.12. Negative Pledges. ............................................. 91
10.13. Transactions with Affiliates. ................................. 91
10.14. Upstream Limitations. ......................................... 91
10.15. Inconsistent Agreements. ...................................... 91
10.16. Modification of Documents. .................................... 91
10.17. Change in Nature of Business. ................................. 92
10.18. Charter Amendments. ........................................... 92
10.19. Senior Debt. .................................................. 92
10.20. Limitations on Foreign Exchange Arrangements. ................. 92
11. FINANCIAL COVENANTS OF THE BORROWERS. ................................ 92
11.1. Leverage Ratio. ................................................ 92
11.2. Interest Coverage Ratio. ....................................... 92
11.3. Consolidated Tangible Net Worth. ............................... 92
11.4. Profitable Operations. ......................................... 93
12. CLOSING CONDITIONS. .................................................. 93
12.1. Loan Documents, etc. ........................................... 93
12.1.1. Loan Documents. ........................................ 93
12.1.2. Ericsson General Purchase Agreement. ................... 93
12.2. Certified Copies of Charter Documents. ......................... 93
12.3. Corporate Action. .............................................. 93
12.4. Incumbency Certificate. ........................................ 93
12.5. Validity of Liens. ............................................. 94
12.6. Perfection Certificates and UCC Search Results. ................ 94
12.7. Certificates of Insurance. ..................................... 94
12.8. Solvency Certificate. .......................................... 94
12.9. Opinion of Counsel. ............................................ 94
12.10. Disbursement Instructions. .................................... 95
12.11. Consents and Approvals. ....................................... 95
12.12. Designation of Senior Debt. ................................... 95
</TABLE>

-v-
<PAGE> 7
<TABLE>
<CAPTION>

<S> <C>
13. CONDITIONS TO ALL BORROWINGS. ........................................ 95
13.1. Representations True; No Event of Default. ..................... 95
13.2. No Legal Impediment. ........................................... 95
13.3. Governmental Regulation. ....................................... 96
13.4. Proceedings and Documents. ..................................... 96
13.5. Exchange Limitations. .......................................... 96
14. EVENTS OF DEFAULT; ACCELERATION; ETC. ................................ 96
14.1. Events of Default and Acceleration. ............................ 96
14.2. Termination of Commitments. .................................... 100
14.3. Remedies. ...................................................... 101
14.4. Currency Conversion. ........................................... 101
14.5. Distribution of Collateral Proceeds. ........................... 102
15. SETOFF. .............................................................. 103
16. THE AGENT. ........................................................... 104
16.1. Authorization. ................................................. 104
16.2. Employees and Agents. .......................................... 104
16.3. No Liability. .................................................. 104
16.4. No Representations. ............................................ 105
16.5. Payments. ...................................................... 105
16.5.1. Payments to Agent. ..................................... 105
16.5.2. Distribution by Agent. ................................. 105
16.5.3. Delinquent Banks. ...................................... 106
16.6. Holders of Revolving Credit Notes. ............................. 106
16.7. Indemnity. ..................................................... 106
16.8. Agent as Bank. ................................................. 107
16.9. Resignation. ................................................... 107
16.10. Notification of Defaults and Events of Default. ............... 107
17. EXPENSES. ............................................................ 107
18. INDEMNIFICATION. ..................................................... 108
19. SURVIVAL OF COVENANTS, ETC. .......................................... 109
20. ASSIGNMENT AND PARTICIPATION. ........................................ 109
20.1. Conditions to Assignment by Banks. ............................. 109
20.2. Certain Representations and Warranties;
Limitations; Covenants. ........................................ 110
20.3. Register. ...................................................... 111
20.4. New Notes. ..................................................... 111
20.5. Participations. ................................................ 112
20.6. Disclosure. .................................................... 112
20.7. Assignee or Participant Affiliated with the Borrowers. ......... 112
20.8. Miscellaneous Assignment Provisions. ........................... 113
20.9. Assignment by Borrowers. ....................................... 113
21. NOTICES, ETC. ........................................................ 113
22. GOVERNING LAW. ....................................................... 114
23. HEADINGS. ............................................................ 115
</TABLE>

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<PAGE> 8
<TABLE>
<CAPTION>

<S> <C>
24. COUNTERPARTS. ........................................................ 115
25. ENTIRE AGREEMENT, ETC. ............................................... 115
26. WAIVER OF JURY TRIAL. ................................................ 115
27. CONSENTS, AMENDMENTS, WAIVERS, ETC. .................................. 115
28. SEVERABILITY. ........................................................ 116
29. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION. ....................... 116
29.1. Sharing of Information with Section 20 Subsidiary. ............. 116
29.2. Confidentiality. ............................................... 117
29.3. Prior Notification. ............................................ 117
29.4. Other. ......................................................... 117
30. HONG KONG BRANCH; FULL RECOURSE OBLIGATIONS. ......................... 117
31. CURRENCY ADJUSTMENTS. ................................................ 118
32. TRANSITIONAL ARRANGEMENTS. ........................................... 118
32.1. Original Credit Agreement Superseded ........................... 118
32.2. Return and Cancellation of Notes. .............................. 118
32.3. Interest and Fees Under Superseded Agreement. .................. 118
</TABLE>

-vii-
<PAGE> 9
List of Schedules and Exhibits

Schedule 1 Banks; Bank Commitments; Commitment Percentages
Schedule 7.3 Liens to Properties; Leases
Schedule 7.18 Environmental Matters
Schedule 7.19 Subsidiaries
Schedule 7.25 Insurance
Schedule 9.1 Permitted Indebtedness
Schedule 9.2 Existing Liens
Schedule 9.3 Existing Investments

Exhibit A Form of Revolving Credit Note
Exhibit B Form of Loan Request
Exhibit C Form of Election Request
Exhibit D Form of Bankers' Acceptance Notice
Exhibit E Form of Compliance Certificate
Exhibit F Form of Assignment and Acceptance
Exhibit G Form of Investment Policy Guideline

-viii-
<PAGE> 10

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 LTD., a company
incorporated in Singapore and having its office at 514 Chai Chee Lane, #04-13,
Bedok Industrial Estate, Singapore 469029 and, subject to Section 30 hereof,
acting through its Hong Kong branch with an address at Room 908 Dominion Center,
43-59 Queens Road East, Wanchai, Hong Kong (the "Company"), 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, BANKBOSTON,
N.A. as agent for itself and such other lending institutions and BANKBOSTON,
N.A., acting through its Nassau, Bahamas branch as fronting bank for certain of
the Banks.

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

WHEREAS, the Company 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 Company, 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 Company.

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

<PAGE> 11

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 100 Federal
Street, Boston, Massachusetts 02110, 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. Bingham Dana 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 determined by the Agent and quoted by the Agent to the
applicable 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 the Company's Leverage Ratio, as determined for the
fiscal period of the Company and its Subsidiaries ending immediately prior to
the applicable Rate Adjustment Period.
<TABLE>
<CAPTION>

BASE EURODOLLAR LETTER OF ACCEPTANCE COMMITMENT
RATE RATE CREDIT FEE FEE
LEVEL LEVERAGE RATIO LOANS LOANS FEES RATE RATE
- ----- -------------- ----- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C>
I Less than 1.50:1.00 0 50.00 50.00 50.00 20.00

II Equal to or greater 0 62.50 62.50 62.50 20.00
than 1.50:1.00 but
less than 2.00:1.00

III Equal to or greater 0 87.50 87.50 87.50 25.00
than 2.00:1.00 but
less than 2.50:1.00

IV Equal to or greater 0 112.50 112.50 112.50 25.00
than 2.50:1.00 but
less than 3.00:1.00

V Equal to or greater 0 137.50 137.50 137.50 25.00
than 3.00:1.00
</TABLE>

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 Company fails to deliver
any Compliance Certificate pursuant to Section 9.4(c) 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.

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<PAGE> 12

Asset Sale. Any one or series of related transactions in which any
applicable Person conveys, sells, transfers or otherwise disposes of, directly
or indirectly, any of its properties, businesses or assets (including the sale
or issuance of capital stock of any of its Subsidiaries), whether owned on the
Closing Date or thereafter acquired.

Assignment and Acceptance. See Section 20.1.

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

Astron Note. Collectively, (a) the Third Consideration Note dated
January 6, 1996 from the Company to Alberton Holdings Limited in the original
principal amount of $3,703,500 and (b) the Fourth Consideration Note dated
January 6, 1996 from the Company to Omac Sales Limited in the original principal
amount of $1,296,500.

Astron Pledge. Collectively, (a) the Charge dated January 6, 1996 among
Flextronics Manufacturing (HK) Ltd., each of the Vendors and Baker & McKenzie as
Agent pursuant to which Flextronics Manufacturing (HK) Ltd. charges to the Agent
in favor of the Vendors a charge over the shares of Astron Group Limited to
secure the obligations under the Astron Sales Agreement and (b) the Charge dated
January 6, 1996 among the Company, the Vendors and Baker & McKenzie as Agent
pursuant to which the Company charges to the Agent in favor of the Vendors a
charge over the shares of Astron Technologies Limited to secure the obligations
under the Astron Sales Agreement.

Astron Sales Agreement. The Agreement dated January 6, 1996 among the
Vendors and the Company 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 bill of exchange denominated in Dollars drawn
on, and accepted by, the Agent pursuant to Section 4 hereof.

Bankers' Acceptance Notice. See Section 4.1.

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<PAGE> 13

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 20 and, unless the context otherwise
requires, the Fronting Bank.

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 denominated in Dollars 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. The Company or any Borrowing Subsidiary, and "Borrowers"
shall mean the Company and each Borrowing Subsidiary.

Borrowing Subsidiary. A Wholly-Owned Subsidiary of the Company which
shall have delivered to the Agent an election to become a Borrowing Subsidiary,
in substantially the form of Exhibit C hereto (the "Election Request"), duly
executed by such Wholly-Owned Subsidiary and the Company and which Election
Request shall have been approved in writing by the Agent.

Business Day. Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of banking business and, in
addition, (a) if Eurocurrency Rate Loans denominated in Dollars are involved, a
day which is also a day in 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; and (b) if Eurocurrency Rate Loans denominated
in an Optional Currency are involved, a day on which dealings and exchange in
Dollars and the relevant Optional Currency can be carried on in the relevant
Eurocurrency Interbank Market and Dollar settlements of such dealings may be
effected in both New York, New York and London, and also a day on which dealings
and exchange in Dollars and in the relevant Optional Currency can be carried on
in both the principal financial center of the country in which such currency is
legal tender and in London, England.

Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item

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<PAGE> 14

customarily charged directly to expense or depreciated over a useful life of
twelve (12) months or less in accordance with generally accepted accounting
principles.

Capital Expenditures. Amounts paid or (without duplication)
indebtedness incurred by the Company or any of its Subsidiaries in connection
with the purchase or lease by the Company or any of its Subsidiaries of Capital
Assets that would be required to be capitalized and shown on the balance sheet
of such Person in accordance with generally accepted accounting principles.

Capitalized Leases. Leases under which the Company 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 12 have been satisfied.

Code. The Internal Revenue Code of 1986.

Collateral. All of the property, rights and interests of the Borrowers
and their Subsidiaries 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
denominated in Dollars to the Borrowers and, to the extent such Bank is a
Multicurrency Bank, to make Multicurrency Loans to the Borrowers or, if such
Bank is not a Multicurrency Bank, to purchase a risk participation, from the
Fronting Bank for Multicurrency Loans made to the Borrowers by the Fronting Bank
pursuant to Section 2.10 hereof, and as to Foreign Loans, to purchase a risk
participation from the Fronting Bank for Foreign Loans made to the Borrowers by
the Fronting Bank pursuant to Section 2.10 hereof, 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
Borrowers, 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.

Company. As defined in the preamble hereto.

-5-
<PAGE> 15

Compliance Certificate. See Section 9.4(c).

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

Consolidated Net Income (or Deficit). With respect to the Company and
its Subsidiaries for any period, the consolidated net income (or deficit) of the
Company 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 Tangible Net Worth. The excess of Consolidated Total
Assets over Consolidated Total Liabilities, and less the sum of:

(a) the total book value of all assets of the Company and its
Subsidiaries properly classified as intangible assets under generally
accepted accounting principles, including such items as good will, the
purchase price of acquired assets in excess of the fair market value
thereof, trademarks, trade names, service marks, brand names,
copyrights, patents and licenses, and rights with respect to the
foregoing; plus

(b) all amounts representing any write-up in the book value of
any assets of the Company or its Subsidiaries resulting from a
revaluation thereof subsequent to the Balance Sheet Date, excluding
adjustments to translate foreign assets and liabilities for changes in
foreign exchange rates made in accordance with Financial Accounting
Standards Board Statement No. 52; plus

(c) to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any commitments of capital to the
extent not received.

Consolidated Total Assets. All assets of the Company and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles.

Consolidated Total Interest Expense. With respect to the Company and
its Subsidiaries for any period, (a) the aggregate amount of interest required
to be paid or accrued by the Company and its Subsidiaries during such period on
all Indebtedness of the Company 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 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

-6-
<PAGE> 16

principles, would either (i) be set forth opposite the caption "Interest Income"
(or any like caption) on a consolidated income statement for the Company and its
Subsidiaries for such period or (ii) to the extent not set forth as a separate
line item on the Company's income statement, such amount which would be
considered interest income which reduces interest expense on the consolidated
income statement for the Company and its Subsidiaries for such period.

Consolidated Total Liabilities. All liabilities of the Company and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles and all Indebtedness of the Company and its
Subsidiaries, whether or not so classified; provided, however, Consolidated
Total Liabilities shall exclude the aggregate portion of the Rees Payments which
the Company may elect at its option to pay in shares of its capital stock.

Conversion Request. A notice given by the applicable Borrower to the
Agent of such 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 14.1.

Distribution. The declaration or payment of any dividend on or in
respect of any shares of any class of capital stock of the Company, other than
dividends payable solely in shares of common stock of the Company; the purchase,
redemption, or other retirement of any shares of any class of capital stock of
the Company, directly or indirectly through a Subsidiary of the Company or
otherwise; the return of capital by the Company to its shareholders as such; or
any other distribution on or in respect of any shares of any class of capital
stock of the Company.

Dollar Equivalent. On any particular date, with respect to any amount
denominated in Dollars, such amount in Dollars, and with respect to any amount
denominated in a currency other than Dollars, the amount (as conclusively
ascertained by the Agent absent manifest error) of Dollars which could be (or
is) purchased by the Agent (in accordance with its normal banking practices) in
the London foreign currency deposits market with such amount of such currency at
the spot rate of exchange prevailing at or about 11:00 a.m. (London time) for
delivery on such date.

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.

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<PAGE> 17

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 FIUI.

EBITDA. With respect to the Company 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, and (d)
Consolidated Total Interest Expense paid or accrued during such period.

Election Request. As defined in the definition of "Borrowing
Subsidiary".

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 Subsidiary of Flextronics Sweden.

Environmental Laws. See Section 8.18(a).

Equity Issuance. The sale or issuance by the Company or any of its
Subsidiaries of any of its capital stock or equity interests or any warrants,
rights or options to acquire its capital stock or equity interests other than
pursuant to the sale or issuance of any such capital stock, equity interests,
warrants, rights or options by the Company or any Subsidiary to the Company (if
by a Subsidiary) or to a Guarantor.

-8-

<PAGE> 18

Ericsson. Ericsson Business Networks AB, a company duly incorporated
and existing under the laws of Sweden.

Ericsson General Purchase Agreement. The General Purchase Agreement
dated February 12, 1997 by and among Ericsson, Flextronics Sweden, Flextronics
Holdings and the Company, and in the form delivered to the Agent on March 27,
1997.

Ericsson Guaranty. The guaranty dated March 27, 1997 from the Company
to Ericsson guaranteeing the obligations of Flextronics Sweden to Ericsson under
the Ericsson General Purchase Agreement, and in the form delivered to the Agent
on March 27, 1997.

Ericsson Pledge Agreement. The Pledge Agreement dated March 27, 1997
between Ericsson and Flextronics Holdings, pursuant to which Flextronics
Holdings pledged to Ericsson all of the shares of the capital stock of
Flextronics Sweden, and in the form delivered to the Agent on March 27, 1997.

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.

"Euro" or "Euro" Currency. The use of the term "Euro" in this Credit
Agreement relates to the establishment of the "Euro" as a single currency
pursuant to the Treaty Establishing the European Economic Community, as amended
by the Treaty on the European Union (the Maastrict Treaty), and the conversion
(pursuant to the requirements of such Treaty) of any Obligations under the Loan
Documents from an Optional Currency of a country that is a member of the
European Union into Euro. As of the date that any such Optional Currency is no
longer the lawful currency of its respective country, all payment Obligations
under the Loan Documents that would otherwise be in such Optional Currency shall
thereafter be satisfied in the "Euro" Currency. For the avoidance of doubt, the
parties hereto affirm and agree that neither the fixing of a conversion rate of
any such Optional Currency against the Euro, nor the mandatory conversion of
such Obligations into Euro, in each case pursuant to such Treaty, shall require
the early termination of this Credit Agreement or the prepayment of any amount
due under the Loan Documents or create any liability of one party to another
party for any direct or consequential loss otherwise arising from any of such
events to the extent required by such Treaty.

Eurocurrency Interbank Market. Any lawful recognized market in which
deposits of Dollars and the relevant Optional Currencies are offered by
international banking units of United States banking institutions and by foreign

-9-
<PAGE> 19

banking institutions to each other and in which foreign currency and
exchange operations or eurocurrency funding operations are customarily
conducted.

Eurocurrency 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 Eurocurrency Rate Loans.

Eurocurrency Offered Rate. With respect to the Interest Period for any
Eurocurrency Rate Loan denominated in an Optional Currency, the rate per annum
(rounded upwards to the nearest 1/16th of one percent) equal to the rate at
which the Reference Bank is offered deposits in the relevant Optional Currency,
two (2) Business Days prior to the beginning of such Interest Period in the
Eurocurrency Interbank Market where the foreign currency and exchange operations
or eurocurrency funding operations of the Agent are customarily conducted, at or
about 11:00 a.m. (London time) for delivery on the first day of such Interest
Period and for the number of days comprised therein and in an amount equal (as
nearly as may be) to the Reference Bank's Commitment Percentage of such
Eurocurrency Rate Loan to which such Interest Period applies.

Eurocurrency Rate. With respect to amounts denominated in Dollars, the
Eurodollar Rate, and with respect to amounts denominated in any Optional
Currency, the International Eurocurrency Rate.

Eurocurrency Rate Loans. Revolving Credit Loans bearing interest
calculated by reference to a Eurocurrency Rate.

Eurocurrency Reserve Rate. For any day with respect to a Eurocurrency
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 Rate. For any Interest Period with respect to a Eurocurrency
Rate Loan denominated in Dollars, 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.

Event of Default. See Section 14.1.

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<PAGE> 20

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 the Company formed or acquired after the Closing Date and
which is 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 6.2 hereof, such Person shall cease being an
Excluded Subsidiary hereunder on the date all the conditions of Section 7.4 have
been satisfied.

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

FIUI. Flextronics International USA, Inc., a California corporation and
wholly-owned Subsidiary of the Company.

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

FIUI Banker's Acceptance. The "Bankers' Acceptances" as such term is
defined in the FIUI Credit Agreement.

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

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

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

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

FIUI Guaranty. The Amended and Restated 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 FIUI in favor of the Banks and the Agent pursuant to which
FIUI guaranties to the Banks and the Agent the payment and performance of the
Obligations of the Borrowers

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

-11-
<PAGE> 21
FIUI Letters of Credit. The "Letters of Credit" as such term is defined
in the FIUI Credit Agreement.

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

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

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

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

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

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

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

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.

Foreign Loan Event. See Section 2.6.

Foreign Loan Notice. A notice to the Agent from a Borrower (a)
specifying that the making of a Revolving Credit Loan to such Borrower by one or
more Banks would subject such Borrower to withholding tax as a result of the
making of such Revolving Credit Loan (including the payment of principal and
interest on such Revolving Credit Loan to a Bank by such Borrower); (b)
specifying that the making of such Revolving Credit Loans by the Fronting Bank
would not result in such a withholding tax; and (c) requesting that the Fronting
Bank agree (in its sole and absolute discretion) to fund all future Revolving
Credit Loans to be made to such Borrower as a Foreign Loan pursuant to the terms
of this Credit Agreement until such time as the applicable Borrower has provided
the Agent with notice that the situation giving rise to the withholding tax no
longer exists and the Fronting Bank has acknowledged in writing to the Agent and
the applicable Borrower that it is no longer being requested to fund Foreign
Loans hereunder.

-12-
<PAGE> 22

Foreign Loans. That portion of the Revolving Credit Loans (which can be
denominated in Dollars or an Optional Currency) which are funded by the Fronting
Bank to the Borrower after and during the continuance of a Foreign Loan Event.

Fronted Loans. That portion of the Revolving Credit Loans which is
funded by the Fronting Bank and is not funded by another Bank.

Fronting Bank. BankBoston, N.A., acting through its Nassau, Bahamas
branch, as fronting bank and any other Person who replaces BankBoston, N.A. as
Fronting Bank pursuant to the provisions of Section 2.10.3 hereof, provided, for
purposes of this Credit Agreement, in the event the Fronting Bank is also a
Bank, such Person's funding requirements in its capacity as Fronting Bank shall
not include its independent requirement in its individual capacity to fund as a
Bank.

Fronting Loan Event. A Fronting Loan Event shall be deemed to occur if
at any time it should become illegal or would violate any law, order, regulation
or policy (including, without limitation, any internal banking or other lending
policy of the Fronting Bank) or would otherwise not be practicable for the
Fronting Bank to hold the Fronted Loans; provided, that in the case of any
Fronting Loan Event occurring as a result of any violation of internal banking
policy or impracticability, the Fronting Bank will provide the applicable
Borrower with not less than five (5) Business Days' notice prior to the
occurrence of such Fronting Loan Event.

generally accepted accounting principles. (a) When used in Section 11,
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
the Company 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 the Company 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 Company 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.

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<PAGE> 23

Guarantees. Collectively, each of the Guarantees, including without
limitation the FIUI 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 7.4, Section 9.14 or Section 10.5.2
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 Borrowers to the fullest
extent permitted and practicable under applicable laws.

Guarantors. Each Subsidiary of the Company 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 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
obligations 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 mark-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

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<PAGE> 24

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.

Indenture Trustee. That Person which is designated as the "Indenture
Trustee" in the Subordinated Indenture.

Interest Coverage Ratio. As at any date of determination, the ratio of
(a) EBITDA for the Reference Period ended on such date to (b) Consolidated Total
Interest Expense of the Company and its Subsidiaries for the Reference Period
ended on such date.

Interest Payment Date. (a) As to any Base Rate Loan, the last day of
the calendar month with respect to interest accrued during such calendar month,
including, without limitation, the calendar month which includes the Drawdown
Date thereof; and (b) as to any Eurocurrency 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.

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 applicable Borrower in a Loan Request or as otherwise required
by the terms of this Credit Agreement (i) for any Base Rate Loan, the last day
of the calendar quarter; and (ii) for any Eurocurrency 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
applicable Borrower in a Conversion Request; provided that all of the foregoing
provisions relating to Interest Periods are subject to the following:

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<PAGE> 25

(a) if any Interest Period with respect to a Eurocurrency Rate
Loan would otherwise end on a day that is not a Business Day, that
Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest
Period into another calendar month, in which event such Interest Period
shall end on the immediately preceding 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 applicable Borrower shall fail to give notice as
provided in Section 2.7, (i) for Eurocurrency Rate Loans denominated in
Dollars, the applicable Borrower shall be deemed to have requested a
conversion of the affected Eurocurrency 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 and
(ii) for Eurocurrency Rate Loans denominated in an Optional Currency,
the relevant Borrower shall repay such Eurocurrency Rate Loan on the
last day of the then current Interest Period with respect thereto;

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

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

International Eurocurrency Rate. With respect to all Eurocurrency Rate
Loans denominated in an Optional Currency for any Interest Period, the annual
rate of interest, rounded to the nearest 1/16th of one percent, determined by
the Agent for such Interest Period in accordance with the following formula:

Eurocurrency Offered Rate
International Eurocurrency Rate = -----------------------------
1 - Eurocurrency Reserve Rate

Investment Policy Guidelines. The Company's Investment Policy
Guidelines as in effect on the Closing Date and attached hereto as Exhibit G.

Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness (other
than Indebtedness of the type described in paragraph (j) of the definition of
Indebtedness) of, or for loans, advances, capital contributions or transfers of
property (other than for fair consideration and as permitted by Section 10.5.2
hereof) to, or in respect of any guaranties (or other commitments as described
under Indebtedness), of the obligations of, any

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<PAGE> 26

Person. In determining the aggregate amount of Investments outstanding at any
particular time: (a) the amount of any Investment represented by a guaranty
shall be taken at not less than the principal amount of the obligations
guaranteed and still outstanding; (b) there shall be included as an Investment
all interest accrued with respect to Indebtedness constituting an Investment
unless and until such interest is paid; (c) there shall be deducted in respect
of each such Investment any amount received as a return of capital (but only by
repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); (d) there shall not be deducted in respect of any
Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (b) may be deducted when paid; and (e) there
shall not be deducted from the aggregate amount of Investments any decrease in
the value thereof.

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 the Company and its Subsidiaries outstanding on such date
to (b) the EBITDA of the Company 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 having Total Percentages
aggregating to at least fifty-one percent (51%) on such date.

Material Adverse Effect. A material adverse effect on (a) the business,
assets, condition (financial or otherwise), or properties of the Company 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
Company or any of its Subsidiaries to perform their respective Obligations under
the Loan Documents.

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<PAGE> 27

Multicurrency Banks. Any Bank which at the relevant time of reference
thereto is not a Non-Multicurrency Bank, whether for all Optional Currencies or
for selected Optional Currencies.

Multicurrency Loans. Revolving Credit Loans denominated in an Optional
Currency (which can also be a Foreign Loan) made or to be made by the Fronting
Bank and, except in the case of Foreign Loans, the Multicurrency Banks to the
Borrowers pursuant to Section 2.1 hereof.

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 the Company.

Non-Multicurrency Banks. Those Banks which at the relevant time of
reference thereto are designated as a "Non-Multicurrency Bank" on Schedule 1
hereto because it is impracticable for such Banks to lend in all Optional
Currencies or for the selected Optional Currencies, as more fully set forth on
Schedule 1 hereto, with each Non-Multicurreny Bank and the Agent agreeing that
on the last business day of each calendar quarter, each such Non-Multicurrency
Bank and the Agent shall determine, for purposes of making Revolving Credit
Loans after such date, whether at such time it continues to remain impracticable
for such Bank to lend such Optional Currencies or selected Optional Currencies,
as the case may be, and, if not, such Bank shall cease being a Non-Multicurrency
Bank (whether for all such Optional Currencies or selected Optional Currencies)
on such date, and Schedule 1 shall automatically be revised accordingly.

Obligations. All indebtedness, obligations and liabilities of any of
the Company and its 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, foreign
exchange and/or currency risk protection arrangements entered into with any of
the Banks or any documents, agreements or instruments executed in connection
therewith, or other instruments at any time evidencing any thereof.

OC Notice. See Section 2.9.

Optional Currency. Any currency other than Dollars (including the
"Euro") so long as each such currency is freely convertible into Dollars and
which is traded on any recognized Eurocurrency Interbank Market selected by the
Agent in good

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<PAGE> 28

faith; provided, however, in the event any Borrower requests an Optional
Currency denominated in a currency other than Austrian schillings, Belgian
francs, Danish kroners, British pound sterling, Irish pounds, Hong Kong dollars,
Japanese yen, Finnish marks, French francs, German deutsch marks, Italian lira,
Norwegian kroner, Spanish pesetas, Swedish kroner or Swiss francs, the request
for such Optional Currency shall not be honored in such Optional Currency (but
may be honored in Dollars) if the Majority Banks advise the Agent prior to
Drawdown Date of such request that such Optional Currency is impracticable to
fund on the requested Drawdown Date.

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

Overnight Rate. For any day, (a) as to Revolving Credit Loans
denominated in Dollars, the weighted average interest rate paid by the Agent for
federal funds acquired by the Agent, and (b) as to Revolving Credit Loans
denominated in an Optional Currency, the rate of interest per annum at which
overnight deposits in the applicable Optional Currency, in an amount
approximately equal to the amount with respect to which such rate is being
determined, would be offered for such day by the Agent to major banks in the
London interbank market.

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
Borrowers and each Guarantors and in form and substance satisfactory to the
Agent and the Banks.

Permitted Acquisitions. See Section 10.5.1.

Permitted Liens. Liens, security interests and other encumbrances
permitted by Section 10.2.

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.

RCRA. See Section 8.18(a).

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

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<PAGE> 29

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

Reference Period. The period of four consecutive fiscal quarters (or
such shorter period of one, two or three full consecutive fiscal quarters as has
elapsed since April 1, 1997) of the Company ending on the relevant date.

Reimbursement Obligation. The applicable Borrower's obligation to
reimburse the Agent and the Banks on account of any drawing under any Letter of
Credit as provided in Section 5.2.

Returned Investment. With respect to Investments made pursuant to
Section 10.3(j), the aggregate amount of all payments made in respect of such
Investment, other than interest, dividends or other distributions not in the
nature of a return or repurchase of capital or a repayment of principal, that
have been paid or returned, without restriction, in cash to the Person making
such Investment.

Revolving Credit Loan Maturity Date. January 12, 2001.

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

Revolving Credit Notes. See Section 2.4.

SARA. See Section 8.18(a).

Same Day Funds. With respect to disbursements and payments in (a)
Dollars, immediately available funds, and (b) an Optional Currency, same day or
other funds as may be determined by the Agent (and advised to the applicable
Borrower) to be customary in the place of disbursement or payment for the
settlement of international banking transactions in the relevant Optional
Currency.

Security Agreements. Collectively, the several Security Agreements,
Charges, Debentures, Mortgages and Corporate Mortgages, each dated or to be

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<PAGE> 30

dated on or prior to the Closing Date, between the Borrowers 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 Company, FIUI, the FIUI Agent and the Agent.

Significant Contracts. Collectively, (a) the Ericsson General Purchase
Agreement and (b) the Ericsson Pledge Agreement.

Stock Pledge Agreements. Collectively, (a) the Charge Over Shares by
the Company in Flextronics Singapore Pte Ltd, Flextronics de Mexico, S.A. de
C.V., Flextronics Holdings UK Limited, FIUI, Neutronics 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 the Borrower; (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 FIUI, 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.

Subordinated Debt. Unsecured Indebtedness of the Company or any of its
Subsidiaries that is expressly subordinated and made junior to the payment and
performance in full of the Obligations, and evidenced as such by the
Subordinated Debt Documents or by another written instrument containing
subordination provisions in form and substance approved by the Banks in writing
(such approval not to be unreasonably withheld or delayed).

Subordinated Debt Documents. The Subordinated Purchase Agreement, the
Subordinated Indenture, the Subordinated Registration Rights Agreement and the
Subordinated Notes.

Subordinated Indenture. The Indenture dated as of October 15, 1997
between the Company and the Indenture Trustee relating to the Subordinated
Notes, each in the form delivered to the Agent prior to the Closing Date.

Subordinated Notes. The 8 3/4% Senior Subordinated Notes issued by the
Company in the aggregate principal amount of $150,000,000 pursuant to the
Subordinated Indenture.

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Subordinated Purchase Agreement. The Purchase Agreement, as such term
is defined in the Subordinated Indenture, relating to the issuance and sale by
the Borrower of the Subordinated Notes.

Subordinated Registration Rights Agreement. The Registration Rights
Agreement, as such term is defined in the Subordinated Indenture, dated as of
October 15, 1997, a copy of which has been delivered to the Agent prior to the
Closing Date.

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 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 lease 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 the Company 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 the Company and its Subsidiaries existing on the date of
determination plus (b) Investments of the Company and its Subsidiaries made
pursuant to Section 10.3(a), (b) or (c) hereof; provided, however, for purposes
of Section 11 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

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of the Rees Payment which is, as of the date of determination, payable entirely
in the Company's ordinary shares.

Total Percentage. With respect to each Bank, the Commitment (or, if the
Commitment is terminated, Revolving Credit Loans, Letter of Credit
Participations in Unpaid Reimbursement Obligations and participating interests
in the risk relating to outstanding Letters of Credit, Bankers' Acceptances and
Fronted Loans) held by such Bank as a percentage of the Total Commitment.

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

Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the applicable 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.

Wholly-Owned Subsidiary. A Subsidiary, all of the capital stock of
which is owned directly or indirectly by the Company.

1.2. RULES OF INTERPRETATION.

(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.

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(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.

Subject to the terms and conditions set forth in this Credit Agreement,
each of the Banks severally agrees to lend to the Borrowers and the Borrowers
may borrow, repay, and reborrow from time to time between the Closing Date and
the Revolving Credit Loan Maturity Date upon notice by the applicable Borrower
to the Agent given in accordance with Section 2.6, such sums in Dollars and/or
at the applicable Borrower's option from time to time, subject to Section 2.9
hereof, in an Optional Currency, as are requested by the applicable 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'
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; provided, however, that notwithstanding anything to the
contrary contained herein, with respect to any Multicurrency Loan which is not
also a Foreign Loan, the Commitment Percentage of each Non-Multicurrency Bank
shall be funded to the applicable Borrower by the Fronting Bank (with each
Non-Multicurrency Bank hereby agreeing to participate in the risk associated
with such Multicurrency Loan in accordance with Section 2.10 hereof), with each
Non-Multicurrency Bank having no obligation or commitment to fund in any
Optional Currency; and provided, further, that notwithstanding anything to the
contrary contained herein, with respect to any Foreign Loan, the Commitment
Percentage of each Bank shall be funded to the

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applicable Borrower by the Fronting Bank (with each Bank agreeing to participate
in the risk associated with such Foreign Loan in accordance with Section 2.10
hereof). Each request for a Revolving Credit Loan hereunder shall constitute a
representation and warranty by the requesting Borrower that the conditions set
forth in Section 12 and Section 13, in the case of the initial Revolving Credit
Loans to be made on the Closing Date, and Section 13, in the case of all other
Revolving Credit Loans, have been satisfied on the date of such request. Each
Base Rate Loan shall be denominated in Dollars. Each Eurocurrency Rate Loan
shall be denominated in Dollars, or, subject to Section 2.9 hereof, in an
Optional Currency.

2.2. COMMITMENT FEE. The Borrowers jointly and severally agree 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 Company 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 $5,000,000 or an integral
multiple of $1,000,000 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 Company
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 Borrowers 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 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

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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 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 Borrowers 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 promissory notes of the Borrowers 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. Each 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 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 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 Record shall not limit or otherwise
affect the joint and several obligations of the Borrowers 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 Eurocurrency 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 Eurocurrency
Rate determined for such Interest Period plus the Applicable Margin.

(c) The Borrowers jointly and severally promise to pay
interest on each Revolving Credit Loan in arrears on each Interest
Payment Date with respect thereto.

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2.6. REQUESTS FOR REVOLVING CREDIT LOANS; REQUEST FOR FOREIGN LOANS.

2.6.1. REQUEST FOR REVOLVING CREDIT LOAN. The applicable
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 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) Business
Days prior to the proposed Drawdown Date of any Eurocurrency Rate Loan,
provided that any such notice requesting a Revolving Credit Loan
denominated in an Optional Currency must comply with the requirements
of this Section 2.6 and the requirements of an OC Notice pursuant to
Section 2.9(a). Each such notice shall specify (i) the principal amount
of the Revolving Credit Loan requested, stated either in Dollars or,
subject to Section 2.9 hereof, in an Optional Currency, (ii) the
proposed Drawdown Date of such Revolving Credit Loan, (iii) the
Interest Period for such Revolving Credit Loan (if comprising a
Eurocurrency 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
applicable 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 $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.

2.6.2. REQUEST FOR FOREIGN LOAN. Upon receipt by the Agent of
a Foreign Loan Notice, the Agent shall immediately provide the Fronting
Bank with a copy of such notice. The Fronting Bank may, in its sole and
absolute discretion, elect to fund all future Revolving Credit Loans to
such Borrower as Foreign Loans, subject to the terms of Section 2.10
hereof. In the event the Fronting Bank elects to be the Fronting Bank
for such Foreign Loans (the "Foreign Loan Event"), the Fronting Bank
shall provide the Agent with written notice of such election, and from
the date of such notice until the earlier to occur of (a) the Fronting
Bank receiving a notice from the Agent and the Borrower that the
Fronting Bank is no longer required to make the Foreign Loans and such
notice is acknowledged in writing by the Fronting Bank to the Agent and
(b) the Fronting Bank providing the Agent and the applicable Borrower
with written notice that it will no longer make Foreign Loans to the
Borrower, the Fronting Bank will make the Foreign Loans to the
Borrower. The parties hereto hereby acknowledge and agree that the
Agent and the Fronting Bank are not and will not make any independent
determination as to the applicable Borrower's statements contained in
any Foreign Loan Notice. Notwithstanding anything to the contrary
contained in this Credit Agreement, the provisions of Section 6.2.2
shall apply in all respects to all Foreign Loans.

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2.7. CONVERSION OPTIONS.

2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN.
The Borrowers may elect from time to time to convert any outstanding
Revolving Credit Loan denominated in Dollars 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 applicable 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 Eurocurrency Rate Loan, the applicable Borrower shall
give the Agent at least three (3) Business Days prior written notice of
such election; (c) with respect to any such conversion of a
Eurocurrency 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 Eurocurrency 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 Eurocurrency Lending
Office, as the case may be. All or any part of outstanding Revolving
Credit Loans denominated in Dollars 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
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
Conversion Request relating to the conversion of a Revolving Credit
Loan to a Eurocurrency Rate Loan shall be irrevocable by the applicable
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 applicable Borrower with the
notice provisions contained in Section 2.7.1; provided that (a) as to
any Eurocurrency Rate Loans denominated in Dollars, no such
Eurocurrency 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 Default or Event of Default of which officers of the Agent active
upon the applicable Borrower's account have actual knowledge; and (b)
as to any Eurocurrency Rate Loan denominated in an Optional Currency,
no such Eurocurrency Rate Loan may be continued as such when a Default
or Event of Default has occurred or is continuing or the provisions of
Section 2.9 hereof have not or cannot be met at the time of such
continuation, but shall be repaid by the relevant Borrower on the last
day of the Interest Period relating thereto. In the event that the
applicable Borrower fails to provide any such notice with respect to
the continuation of any Eurocurrency Rate Loan as such, then (a) such
Eurocurrency Rate Loan denominated in Dollars shall be automatically
converted to a Base Rate Loan on the last day of the

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<PAGE> 38
first Interest Period relating thereto and (b) as to any Eurocurrency
Rate Loan denominated in an Optional Currency, shall be repaid on the
last day of the 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. EUROCURRENCY RATE LOANS. Any conversion to or from
Eurocurrency 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 Eurocurrency Rate Loans having the same
Interest Period shall not be less than $5,000,000 or a whole multiple
of $1,000,000 in excess thereof (or, in the case of a Eurocurrency Rate
Loan denominated in an Optional Currency, that whole number which is
nearest to the Dollar Equivalent of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof, rounded to the nearest one thousandth).

2.8. FUNDS FOR REVOLVING CREDIT LOAN.

2.8.1. FUNDING PROCEDURES FOR REVOLVING CREDIT LOANS
DENOMINATED IN DOLLARS. Not later than 11:00 a.m. (Boston time) on the
proposed Drawdown Date of any Revolving Credit Loans to be denominated
in Dollars and which is not a Foreign Loan, each of the Banks will make
available to the Agent to credit to the applicable Borrower's account
in Same Day Funds, the amount of such Bank's Commitment Percentage of
the amount of the requested Revolving Credit Loans at the Agent's Head
Office. Upon receipt from each Bank of such amount, and upon receipt of
the documents required by Sections 12 and 13 and the satisfaction of
the other conditions set forth therein, to the extent applicable, the
Agent will make available to the applicable 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.

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<PAGE> 39

Rate for each day included in such period, times (b) the amount of such
Bank's Commitment Percentage of such Revolving Credit Loans, times (c)
a 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 applicable Borrower on demand, with
interest thereon at the rate per annum applicable to the Revolving
Credit Loans made on such Drawdown Date.

2.8.3. FUNDING PROCEDURES FOR MULTICURRENCY LOANS AND FOREIGN
LOANS. Not later than 11:00 a.m. (Boston time) on the proposed Drawdown
Date of any (a) Multicurrency Loan which is not also a Foreign Loan,
(i) each of the Multicurrency Banks will make available to the Agent at
its local office in Nassau, Bahamas in Same Day Funds the amount of
such Bank's Commitment Percentage of the amount of the requested
Multicurrency Loans and (ii) the Fronting Bank shall make available to
the Agent at its local office in Nassau, Bahamas the amount of such
Multicurrency Loans made or to be made on such date corresponding to
the aggregate Commitment Percentages of the Non-Multicurrency Banks;
and (b) Foreign Loan, the Fronting Bank shall make available to the
Agent at its local office in Nassau, Bahamas the amount of such Foreign
Loans made or to be made on such date corresponding to the aggregate
Commitment Percentages of the Banks. Upon receipt from each of the
applicable Banks (including the Fronting Bank) of such amounts, and
upon receipt of the documents required by Sections 12 and 13 and the
satisfaction of the other conditions set forth therein, to the extent
applicable, the Agent will make available to the applicable Borrower
the aggregate amount of (a) in the case of Multicurrency Loans which
are not also Foreign Loans, such Multicurrency Loans made available to
the Agent by the Multicurrency Banks and the Fronting Bank, and (b) in
the case of Foreign Loans, such or Foreign Loans made available to the
Agent by the Fronting Bank. In the case of Multicurrency Loans which
are not also Foreign Loans, the failure or refusal of any Multicurrency
Bank or the Fronting Bank, as the case may be, 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 Multicurrency Loans (or,
in the case of the Fronting Bank, the aggregate amount of the
Non-Multicurrency Bank's Commitment Percentages of the requested
Multicurrency Loans) shall not relieve any other Multicurrency Bank or
the Fronting Bank from its several obligation hereunder to make
available to the Agent the amount of such other Multicurrency Bank's
Commitment Percentage or, with respect to

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<PAGE> 40

the Fronting Bank, the aggregate Commitment Percentages of the
Non-Multicurrency Banks, of any requested Multicurrency Loans.

2.8.4. ADVANCES BY AGENT FOR MULTICURRENCY LOANS. The Agent
may, unless notified to the contrary by any Multicurrency Bank or the
Fronting Bank prior to a Drawdown Date of a Multicurrency Loan which is
not also a Foreign Loan, assume that (a) such Multicurrency Bank has
made available to the Agent on such Drawdown Date the amount of such
Multicurrency Bank's Commitment Percentage of the Multicurrency Loans
to be made on such Drawdown Date and (b) that the Fronting Bank has
made available to the Agent on such Drawdown Date the amount of the
aggregate Commitment Percentages of the Non-Multicurrency Banks of such
Multicurrency 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 applicable Borrower a corresponding amount. If
any Multicurrency Bank or Fronting Bank, as the case may be, makes
available to the Agent such amount on a date after such Drawdown Date,
such Multicurrency Bank or the Fronting Bank, as the case may be, 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
Overnight Rate for each day included in such period, times (b) the
amount of such Bank's Commitment Percentage or, with respect to the
Fronting Bank, the aggregate Commitment Percentages of the
Non-Multicurrency Banks, of such Multicurrency Loans times (c) a
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 or, with respect to the Fronting
Bank, the aggregate Commitment Percentages of the Non-Multicurrency
Banks, 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 Multicurrency Bank or the
Fronting Bank, as the case may be, 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 Multicurrency Bank or the Fronting Bank.
If the amount of such Bank's Commitment Percentage or, with respect to
the Fronting Bank, the aggregate Commitment Percentages of the
Non-Multicurrency Banks, 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 applicable Borrower on demand, with interest
thereon at the rate per annum applicable to the Multicurrency Loans
made on such Drawdown Date.

2.8.5. ADVANCES BY AGENT FOR FOREIGN LOANS. The Agent may,
unless notified to the contrary by the Fronting Bank prior to a
Drawdown Date, assume that the Fronting Bank has made available to the
Agent on such Drawdown Date the amount of the aggregate Commitment
Percentages of the Banks of such Foreign Loans to be made on such
Drawdown Date, and the Agent may (but it shall not be required to), in
reliance upon such

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<PAGE> 41

assumption, make available to the applicable Borrower a corresponding
amount. If the Fronting Bank makes available to the Agent such amount
on a date after such Drawdown Date, the Fronting 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
Overnight Rate for each day included in such period, times (b) the
amount of such Foreign Loans times (c) a 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 Foreign Loans
shall become immediately available to the Agent, and the denominator of
which is 365. A statement of the Agent submitted to the Fronting 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 the Fronting
Bank. If the amount of such Foreign 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 applicable Borrower on demand, with interest thereon at the rate
per annum applicable to the Foreign Loans made on such Drawdown Date.

2.9. OPTIONAL CURRENCIES.

2.9.1. REQUEST FOR OPTIONAL CURRENCY. Subject to the
limitations set forth in Section 2.1., any Borrower may, upon at least
three (3) Business Days' notice to the Agent (an "OC Notice"), request
that one or more Revolving Credit Loans be made in an Optional
Currency, provided that any Revolving Credit Loan proposed to be made
under this Section 2.9.1 shall be in an amount not less than
$5,000,000, or a greater amount which is an integral multiple of
$2,000,000, or the Dollar Equivalent in an Optional Currency. Each OC
Notice requesting a Revolving Credit Loan in an Optional Currency shall
be by written notice (or telephonic notice confirmed in writing by the
applicable Borrower), specifying (a) the Revolving Credit Loan to be
made, (b) the requested Drawdown Date of the proposed borrowing of such
Revolving Credit Loan, (c) the requested Optional Currency in which the
Revolving Credit Loan is to be made, (d) the initial Interest Period
for the Revolving Credit Loan to be borrowed, and (e) the account (and
all necessary funding information pertaining thereto) of the Borrower
to which the proceeds of the Revolving Credit Loan are to be disbursed.
If the Agent, on or prior to any Drawdown Date, determines (which
determination shall be conclusive) that the requested Optional Currency
no longer meets the criteria set forth in the definition of "Optional
Currency", then such notification shall be given immediately by the
Agent to the applicable Borrower, and the requested Revolving Credit
Loan shall instead be denominated in Dollars. Subject to the foregoing
and to the satisfaction of the terms and conditions of Section 12 (in
the case of such Revolving Credit Loans to be made on the Closing Date)
and Section 13, each Revolving Credit Loan requested to be made in an
Optional Currency will be made on the Drawdown Date specified therefor
in the OC Notice, in the currency requested in the OC Notice and, upon
being so made, will have the Interest Period requested in the OC
Notice.

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2.9.2. EXCHANGE RATE. Except as provided in the definition of
Dollar Equivalent, for purposes of this Credit Agreement the amount in
one Optional Currency which shall be equivalent on any particular date
to a specified amount in another Optional Currency shall be that amount
(as conclusively ascertained by the Agent by its normal banking
practices, absent manifest error) in the first Optional Currency which
is or could be purchased by the Agent (in accordance with normal
banking practices) with such specified amount in the second Optional
Currency in any recognized Eurocurrency Interbank Market selected by
the Agent in good faith for delivery on such date at the spot rate of
exchange prevailing at 11:00 a.m. (London time) (or as soon thereafter
as practicable) on such date.

2.9.3. MULTIPLE DENOMINATIONS. In the event that any portion
of the funds available under the terms of this Credit Agreement is
denominated in one or more Optional Currencies, the Dollar Equivalent
of such portion of the funds shall be calculated pursuant to the
definition of "Dollar Equivalent". The amount so determined shall then
be added to the amount already outstanding in Dollars for the purpose
of determining the remaining availability of funds under Section 2.1
and Section 2.9.1 hereof and any required repayments under the
following Section 2.9.4.

2.9.4. REPAYMENT. If at any time prior to the Revolving Credit
Loan Maturity Date, the Dollar Equivalent of the aggregate principal
amount outstanding of all Revolving Credit Loans hereunder shall exceed
the Total Commitment by more than five percent (5%) as a result of
fluctuations in respective currency conversion rates for three (3) or
more consecutive Business Days, the applicable Borrower shall pay or
cause to be paid immediately in Same Day Funds, upon demand made by the
Agent, such amounts as are sufficient to eliminate such excess and to
reduce the aggregate principal amount outstanding to the Dollar
Equivalent in the applicable currencies of the Total Commitment. In the
event there are any Revolving Credit Loans outstanding which are
denominated in an Optional Currency, the Agent shall provide the Banks
and Borrowers with calculations on the last day of each calendar month
in which such Revolving Credit Loans in Optional Currencies are
outstanding as to the amount in Dollar Equivalents of such Revolving
Credit Loans.

2.9.5. FUNDING. Each Bank may make any Revolving Credit Loan
denominated in an Optional Currency by causing its Eurocurrency Lending
Office or any of its foreign branches or foreign affiliates to make
such Revolving Credit Loan (whether or not such lending office, branch
or affiliate is named as a lending office on the signature pages
hereof); provided that in such event the obligation of the applicable
Borrower to repay such Revolving Credit Loan shall nevertheless be to
such Bank and shall, for all purposes of this Credit Agreement
(including without limitation for purposes of the definition of the
term "Majority Banks") be deemed made by

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such Bank to the extent of such Revolving Credit Loan, for the account
of such applicable lending office, branch or affiliate.

2.10. FRONTING PROVISIONS.

2.10.1. APPLICATION OF INTEREST PAYMENTS. (a) As promptly as
is practicable following each date upon which the Agent receives a
payment of interest under this Credit Agreement on account of any
Revolving Credit Loans denominated in Dollars (other than a Foreign
Loan) made to any Borrower, the Agent shall distribute such amount to
the Banks in accordance with their respective Commitment Percentages.

(b) As promptly as is practicable following each date upon
which the Agent receives a payment of interest under this Credit
Agreement on account of any Multicurrency Loans or any Foreign Loan, as
the case may be, the Agent shall distribute (i) in the case of a
payment of interest on account of any Multicurrency Loan which is not
also a Foreign Loan, to (A) each Multicurrency Bank an amount equal to
such Multicurrency Bank's Commitment Percentage of such amount and (B)
the Fronting Bank an amount equal to the sum of the Commitment
Percentages of the Non-Multicurrency Banks of such amount; and (ii) in
the case of a payment of interest on account of any Foreign Loan, such
amount to the Fronting Bank. In the case of a payment on a
Multicurrency Loan, promptly upon receipt of such amount, the Fronting
Bank shall convert into Dollars (based upon the actual exchange rate
then applicable to the Fronting Bank) the amount equal to the portion
of such interest payment which constitutes the Applicable Margin
thereof (or, with respect to each Bank which funded the purchase of a
participating interest in such Multicurrency Loan pursuant to Section
2.10.2, such Bank's Commitment Percentage of the full amount of such
interest payment applicable to the period commencing upon such
funding). In consideration of the agreement of (a) the
Non-Multicurrency Banks to purchase a participating interest in the
Multicurrency Loans which are not also a Foreign Loan and (b) the Banks
to purchase participating interests in the Foreign Loans, as the case
may be, the Fronting Bank hereby agrees to pay to the Agent, for the
ratable accounts of each Non-Multicurrency Bank as it relates to a
Multicurrency Loan which is not also a Foreign Loan and each Bank as it
relates to a Foreign Loan, a risk participation fee in an amount equal
to the proceeds received by the Fronting Bank from such conversion to
Dollars (if comprising a Multicurrency Loan) or, in the case of a
Foreign Loan denominated in Dollars, in an amount equal to the portion
of such interest payment which constitutes the Applicable Margin
thereof (other than any such proceeds payable for the account of any
Delinquent Bank, which proceeds shall be retained by the Fronting Bank
for its own account); provided, however, that with respect to each
Non-Multicurrency Bank (as it relates to Multicurrency Loans which are
not also Foreign Loans) and Bank (as it relates to Foreign Loans) which
has funded the purchase of participating interests in the extensions of
credit on account of which such

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<PAGE> 44

interest was paid pursuant to Section 2.10.2, the Fronting Bank shall
instead pay to the Agent, for the account of such Non-Multicurrency
Bank (as it relates to Multicurrency Loans which are not also Foreign
Loans) and Bank (as it relates to Foreign Loans) which has so funded
such purchase, the amount equal to such Non-Multicurrency Bank's (as it
relates to Multicurrency Loans which are not also Foreign Loans) and
Bank's (as it relates to Foreign Loans) Commitment Percentage of the
proceeds received by the Fronting Bank from such conversion. Such
amount shall be payable to the Agent in Dollars on the date upon which
the Fronting Bank receives the proceeds of such conversion.

2.10.2. CURRENCY CONVERSIONS AND CONTINGENT FUNDING AGREEMENT.
(a) Each of the Non-Multicurrency Banks (as it relates to Multicurrency
Loans which are not also Foreign Loans) and the Banks (as its relates
to Foreign Loans) hereby unconditionally and irrevocably agrees to
purchase (in Dollars) an undivided participating interest in its
ratable share, determined by reference to its Commitment Percentage, of
all Multicurrency Loans or Foreign Loans, as the case may be, made by
the Fronting Bank as the Agent may at any time request, provided that:

(i) the Agent and the Fronting Bank hereby agree
that, unless an Event of Default has occurred and is continuing or a
Fronting Loan Event has occurred, such Persons will not request any
such purchase of participating interests; and

(ii) in the event that any Event of Default specified
in Section Section 14.1(g) or (h) shall have occurred with respect to
any Borrowers, each of the Non-Multicurrency Banks (as it relates to
Multicurrency Loans which are not also Foreign Loans) and the Banks (as
it relates to Foreign Loans) shall be deemed to have purchased,
automatically and without request, such participating interest in the
Multicurrency Loans and Foreign Loans made by the Fronting Bank to the
applicable Borrower.

Any such request shall be made in writing to each
Non-Multicurrency and each Bank, as the case may be, and shall specify
the amount of Dollars (and in the case of a Multicurrency Loan, based
upon the actual exchange rate at which the Agent anticipates being able
to obtain the relevant Optional Currency on the relevant date, with any
excess payment being refunded to the Non-Multicurrency Banks (as it
relates to Multicurrency Loans which are not also Foreign Loans) and
the Banks (as its relates to Foreign Loans) and any deficiency
remaining payable by the Non-Multicurrency Banks (as it relates to
Multicurrency Loans which are not also Foreign Loans) and the Banks (as
it relates to Foreign Loans)) required from such Non-Multicurrency Bank
(as it relates to Multicurrency Loans which are not also Foreign Loans)
and such Bank (as it relates to Foreign Loans) in order to effect the
purchase by such Non-Multicurrency Bank (as it relates to Multicurrency
Loans which are not also Foreign Loans) and such Bank (as it relates to
Foreign Loans) of

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a participating interest in the amount equal to its Commitment
Percentage times the aggregate then outstanding principal amount (and
in the case of a Multicurrency Loan, in the applicable Optional
Currency) of the Multicurrency Loans and Foreign Loans which have been
fronted by the Fronting Bank. Promptly upon receipt of such request,
each Non-Multicurrency Bank (as it relates to Multicurrency Loans which
are not also Foreign Loans) and Bank (as it relates to Foreign Loans)
shall deliver to the Agent (in Same Day Funds) the amount so specified
by the Agent. In the case of a Multicurrency Loan, the Agent shall
convert such amounts into the relevant Optional Currency and shall
promptly deliver the proceeds of such conversion to the Fronting Bank
in Same Day Funds. In the case of any Foreign Loan denominated in
Dollars, the Agent shall deliver the proceeds received from the
relevant Banks to the Fronting Bank in Same Day Funds. Promptly
following receipt thereof, the Fronting Bank will deliver to each
Non-Multicurrency Bank (as it relates to Multicurrency Loans which are
not also Foreign Loans) and Bank (as it relates to Foreign Loans)
(through the Agent) a certificate setting forth the amount of the
Multicurrency Loans and Foreign Loans, as the case may be, purchased by
such Non-Multicurrency Bank (as it relates to Multicurrency Loans which
are not also Foreign Loans) and Bank (as it relates to Foreign Loans),
dated the date of receipt of such funds and in such amount. From and
after such purchase, (i) all outstanding Multicurrency Loans and
Foreign Loans (whether denominated in Dollars or the relevant Optional
Currency and including those Multicurrency Loans advanced by the
Fronting Bank and the Multicurrency Banks and those Foreign Loans
advanced by the Fronting Bank) shall be deemed to have been converted
into Base Rate Loans denominated in Dollars (with such conversion
constituting, for purposes of Section 6.9, a conversion of a Revolving
Credit Loan of one Type into a Revolving Credit Loan of another Type
prior to the expiration of the relevant Interest Period), (ii) any
further Revolving Credit Loans to be made to the Borrowers shall be
made in Dollars by each Bank in accordance with each such Bank's
Commitment Percentage, (iii) all amounts from time to time accruing,
and all amounts from time to time payable, on account of such Revolving
Credit Loans (including any interest and other amounts which were
accrued but unpaid on the date of such purchase) shall be payable in
Dollars as if such Revolving Credit Loans had originally been made in
Dollars and shall be distributed by the Agent to the Banks, on account
of such participating interests. Notwithstanding anything to the
contrary contained in this Section 2.10, the failure of any
Non-Multicurrency Bank (as it relates to Multicurrency Loans which are
not also Foreign Loans) and Bank (as it relates to Foreign Loans) to
purchase its participating interest in any Multicurrency Loans or
Foreign Loans shall not relieve any other Non-Multicurrency Bank (as it
relates to Multicurrency Loans which are not also Foreign Loans) and
Bank (as it relates to Foreign Loans) of its obligations hereunder to
purchase its participating interest in a timely manner, but no
Non-Multicurrency Bank (as it relates to Multicurrency Loans which are
not also Foreign Loans) and Bank (as it relates to Foreign Loans) shall
be responsible for the failure of any other Non-Multicurrency

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<PAGE> 46

Bank (as it relates to Multicurrency Loans which are not also Foreign
Loans) and Bank (as it relates to Foreign Loans) to purchase the
participating interest to be purchased by such other Banks on any date.

(b) If any amount required to be paid by any Non-Multicurrency
Bank (as it relates to Multicurrency Loans which are not also Foreign
Loans) and Bank (as it relates to Foreign Loans) pursuant to Section
2.10.2(a) is not paid to the Agent within one (1) Business Day
following the date upon which such Non-Multicurrency Bank (as it
relates to Multicurrency Loans which are not also Foreign Loans) and
Bank (as it relates to Foreign Loans) receives a request from the Agent
that such Non-Multicurrency Bank (as it relates to Multicurrency Loans
which are not also Foreign Loans) and Bank (as it relates to Foreign
Loans) fund its participating interest relating to such Multicurrency
Loan and Foreign Loans, such Non-Multicurrency Bank (as it relates to
Multicurrency Loans which are not also Foreign Loans) and Bank (as it
relates to Foreign Loans) shall pay to the Agent on demand an amount
equal to the product of (i) such amount, times (ii) the daily average
federal funds rate, as quoted by the Agent, during the period from and
including the date such payment is required to be made to the date on
which such payment is immediately available to the Agent, times (iii) a
fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such
amount required to be paid by any Non-Multicurrency Bank (as it relates
to Multicurrency Loans which are not also Foreign Loans) and Bank (as
it relates to Foreign Loans) pursuant to Section 2.10.2(a) is not in
fact made available to the Agent within three (3) Business Days
following the date upon which such Non-Multicurrency Bank (as it
relates to Multicurrency Loans which are not also Foreign Loans) and
Bank (as it relates to Foreign Loans) receives a request from the Agent
that such Non-Multicurrency Bank (as it relates to Multicurrency Loans
which are not also Foreign Loans) and Bank (as it relates to Foreign
Loans) fund its participating interest relating to such Multicurrency
Loan or Foreign Loan, the Agent shall be entitled to recover from the
applicable Borrower, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to
Revolving Credit Loans which are Base Rate Loans. A certificate from
the Agent submitted to any Non-Multicurrency Bank (as it relates to a
Multicurrency Loan which is not also a Foreign Loan) or a Bank (as it
relates to a Foreign Loan) with respect to any amounts owing under this
Section 2.10.2(b) shall be conclusive in the absence of manifest error.
Amounts payable by any Non-Multicurrency Bank (as it relates to a
Multicurrency Loan which is not also a Foreign Loan) or a Bank (as it
relates to a Foreign Loan) pursuant to this Section 2.10.2(b) shall be
paid to the Agent, for the account of the Fronting Bank; provided that,
if the Agent (in its sole discretion) has elected to fund on behalf of
such Non-Multicurrency Bank (as it relates to a Multicurrency Loan
which is not also a Foreign Loan) or a Bank (as it relates to a Foreign
Loan) the amounts owing to the Fronting Bank, then the amounts shall be
paid to the Agent, for its own account.

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<PAGE> 47

(c) Whenever, at any time after the Fronting Bank has received
from any Non-Multicurrency Bank (as it relates to a Multicurrency Loan
which is not also a Foreign Loan) or a Bank (as it relates to a Foreign
Loan) such Bank's participating interest in a Multicurrency Loan or
Foreign Loan, as the case may be, pursuant to Section 2.10.2(b) above,
the Fronting Bank receives any payment on account thereof, the Fronting
Bank will distribute to the Agent, for the account of such
Non-Multicurrency Bank (as it relates to a Multicurrency Loan which is
not also a Foreign Loan) or a Bank (as it relates to a Foreign Loan),
such Non-Multicurrency Bank's (as it relates to a Multicurrency Loan
which is not also a Foreign Loan) or a Bank's (as it relates to a
Foreign Loan) participating interest in such amount (appropriately
adjusted, in the case of interest payments, to reflect the period of
time during which such Non-Multicurrency Bank's (as it relates to a
Multicurrency Loan which is not also a Foreign Loan) or a Bank's (as it
relates to a Foreign Loan) participating interest was outstanding and
funded) in like funds received; provided, however, that in the event
that any such payment received by the Fronting Bank is required to be
returned, such Non-Multicurrency Bank (as it relates to a Multicurrency
Loan which is not also a Foreign Loan) or a Bank (as it relates to a
Foreign Loan) will return to the Fronting Bank any portion thereof
previously distributed by the Fronting Bank to the Non-Multicurrency
Bank (as it relates to a Multicurrency Loan which is not also a Foreign
Loan) or a Bank (as it relates to a Foreign Loan) in like funds as such
payment is required to be returned by the Fronting Bank.

(d) Each Non-Multicurrency Bank's (as it relates to a
Multicurrency Loan which is not also a Foreign Loan) or a Bank's (as it
relates to a Foreign Loan) obligation to purchase participating
interests pursuant to this Section 2.10 shall be absolute and
unconditional and shall not be affected by any circumstance, including
(i) any set-off, counterclaim, recoupment, defense or other right which
such Non-Multicurrency Bank (as it relates to a Multicurrency Loan
which is not also a Foreign Loan) or a Bank (as it relates to a Foreign
Loan) may have against the Fronting Bank, any Borrower or any other
Person for any reason whatsoever; (ii) the occurrence and continuation
of any Default or Event of Default; (iii) any adverse change in the
condition (financial or otherwise) of any Person party hereto; (iv) any
breach of any of the Loan Documents by any Person; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to
any of the foregoing.

2.10.3. Resignation of Fronting Bank. The Fronting Bank may
resign at any time by giving sixty (60) days prior written notice
thereof to the Banks and the Company. Upon any such resignation, the
Majority Banks shall have the right to appoint a successor Fronting
Bank. Unless a Default or Event of Default shall have occurred and be
continuing, such successor Fronting Bank shall be reasonably acceptable
to the Borrowers. If no successor Fronting Bank shall have been so
appointed by the Majority Banks and shall have accepted such
appointment within thirty (30) days after the retiring Fronting
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Bank's giving of notice of resignation, then the retiring Fronting Bank
may, on behalf of the Banks, appoint a successor Fronting Bank, which
shall be a financial institution having a rating of not less than A or
its equivalent by Standard & Poor's Ratings Group. Upon the acceptance
of any appointment as Fronting Bank hereunder by a successor Fronting
Bank, such successor Fronting Bank shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the
retiring Fronting Bank, and the retiring Fronting Bank shall be
discharged from its duties and obligations hereunder. After any
retiring Fronting Bank'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 Fronting Bank.

2.10.4. No Duties of Borrowers. Except as otherwise expressly
provided in this Credit Agreement, this Section 2.10 sets forth the
relative rights and obligations solely of the Banks, the Fronting Bank
and the Agent, and not of the Borrowers and shall not impose any
obligations on the Borrowers.

3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

3.1. MATURITY. The Borrowers jointly and severally promise 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
Borrowers shall immediately pay the amount of such excess to the Agent for the
respective accounts of the Banks and the Fronting Bank 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 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, the Company 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 FIUI Revolver, and the Total Commitment and the "Total
Commitment" as defined in the

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FIUI Credit Agreement shall be permanently reduced by such amount. To the extent
the Borrowers are 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 Eurocurrency Rate Loan prior to the last day
of an Interest Period with respect thereto, the Agent shall, if requested by the
Company, hold such proceeds as cash collateral until the earlier to occur of (a)
the last day of the Interest Period with respect to such Eurocurrency Rate
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 Borrowers shall
have the right, at their 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 Borrowers 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) Business Days notice of any proposed prepayment pursuant to
this Section 3.3 of Eurocurrency 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 the Dollar Equivalent) or a whole
multiple of $100,000 (or the Dollar Equivalent) 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
applicable Borrower, first to the principal of Base Rate Loans and then to the
principal of Eurocurrency Rate Loans. Each partial prepayment shall be allocated
among the Banks and the Fronting Bank, 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 Company denominated in
Dollars. The Company 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
Company that the conditions set forth in Section 12 and Section 13 have been
satisfied on the date of the issuance of such Bankers' Acceptance. Each Bankers'
Acceptance Notice shall be in the form of Exhibit D. 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

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of (i) the Dollar Equivalent of the outstanding amount 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 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
Company 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
Company in quantities sufficient for the Agent to fulfill its
obligations hereunder. In addition, the Company 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 Company recognizes
and agrees that all Bankers' Acceptances signed and/or endorsed on its
behalf by the Agent shall bind the Company as fully and effectually as
if signed in the handwriting of and duly issued by the proper signing
officers of the Company. 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 Company 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.

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(c) Execution of Bankers' Acceptances. Bills of exchange of
the Company to be accepted as Bankers' Acceptances hereunder shall be
duly executed by one or more duly authorized officers on behalf of the
Company. Notwithstanding that any person whose signature appears on any
Bankers' Acceptance as a signatory for the Company may no longer be an
authorized signatory for the Company 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 Company.

(d) Issuance of Bankers' Acceptances. Promptly following
receipt of a Bankers' Acceptance Notice, the Agent shall so advise the
Banks of the 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 bill 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
Company 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 Company'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 Company, 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 Company, the BA Discount Proceeds in
respect thereof after deducting therefrom the amount of the Acceptance
Fee payable by the Company to the Agent under Section 4.3 in respect of
such Bankers' Acceptance.
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(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 Company
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
Company shall not claim or 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 Company, 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 Company) to the Agent at or before 11:00 a.m. (Boston time) on such maturity
date of such Bankers' Acceptance of the Company'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 Company 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 Company fails to give such notice, the Company 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 Company 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

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generally, there is no market for Bankers' Acceptances (a) the right of the
Company 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 Company agrees to pay to the Agent, for
the account of the Agent or (as the case may be) the Agent and Banks, with
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 Company 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 Company 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 Company in
respect of all amounts which the Company 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 Company 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 6.10 for Base Rate Loans.

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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
applicable 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
Credit") denominated in Dollars, in such form as may be requested from
time to time by the applicable 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 $20,000,000 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 Dollar
Equivalent of 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 Borrowers pursuant to Section 5.2
(such agreement for a Bank being called herein the "Letter of Credit
Participation" of such Bank).

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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 applicable 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 BORROWERS. In order to induce the
Agent to issue, extend and renew each Letter of Credit and the Banks to
participate therein, the Borrowers hereby jointly and severally agree 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,

(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 17 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 14, 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 Same
Day Funds. Interest on any and all amounts remaining unpaid by the applicable
Borrower under this Section 5.2 one day after the Agent shall have provided such
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 applicable 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 such Borrower fails to reimburse
the Agent as

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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 Same Day 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
Overnight Rate for 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 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 Borrowers 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 Borrowers' joint and several 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 any Borrower may have or have had against the Agent,
any Bank or any beneficiary of a Letter of Credit. Each Borrower further agrees
with the Agent and the Banks that the Agent and the Banks shall not be
responsible for, and such 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 such 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 such 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. Each 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 such Borrower and shall not result in any liability
on the part of the Agent or any Bank to any Borrower.

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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 Credit Agreement
in accordance with a request of the Majority Banks, and such request and any
action taken or failure to act pursuant 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 Borrowers 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 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, 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 Same Day Funds. All
payments of principal of and interest on Revolving Credit Loans made to
any Borrower which are denominated in an Optional Currency or
Currencies and all other fees due hereunder by any local branch or
affiliate of the Agent or any Bank located outside of the United States
shall be made in Same Day Funds, for

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the account of such Bank or the Agent, as the case may be, at a
depository designated by such Bank in the country in which such
Optional Currency is legal tender. Each payment in respect of any
Revolving Credit Loan made by a Borrower shall be made in the same
currency in which such Revolving Credit Loan was made unless otherwise
agreed to by such Bank.

6.2.2. NO OFFSET, ETC. All payments by the Borrowers 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 any such 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 20.8 hereof,
such Borrower will pay to the Agent, for the account of the Banks or
(as the case may be) the 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 such Borrower. Each such 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
Borrowers hereunder or under such other Loan Document.

6.2.3. CURRENCY MATTERS.

Dollars are the currency of account and payment for each and
every sum at any time due from the Borrowers hereunder; provided
that:(a) except as expressly provided in this Credit Agreement, each
repayment of a Revolving Credit Loan or a part thereof shall be made in
the currency in which such Revolving Credit Loan is denominated at the
time of that repayment;

(b) each payment of interest shall be made in the currency in
which such principal or other sum in respect of which such interest is
payable, is denominated;

(d) each payment in respect of costs, expenses and indemnities
shall be made in the currency in which the same were incurred; and

(e) any amount expressed to be payable in a currency other
than Dollars shall be paid in that other currency.

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No payment to the Agent or any Bank (whether under any
judgment or court order or otherwise) shall discharge the obligation or
liability in respect of which it was made unless and until the Agent or
such Bank shall have received payment in full in the currency in which
such obligation or liability was incurred, and to the extent that the
amount of any such payment shall, on actual conversion into such
currency, fall short of such obligation or liability actual or
contingent expressed in that currency, the Borrower shall indemnify and
hold harmless the Agent or such Bank, as the case may be, with respect
to the amount of the shortfall.

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 Eurocurrency 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 Eurocurrency 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 Records
from time to time shall be considered correct and binding on each of the
Borrowers 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 such Borrower to the contrary.

6.4. INABILITY TO DETERMINE EUROCURRENCY RATE. In the event, prior to
the commencement of any Interest Period relating to any Eurocurrency 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 or the
International Eurocurrency Rate, as the case may be, that would otherwise
determine the rate of interest to be applicable to any Eurocurrency Rate Loan
during any Interest Period, the Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the applicable Borrower
and the Banks) to the Borrowers and the Banks. In such event (a) any Loan
Request or Conversion Request with respect to Eurocurrency Rate Loans shall be
automatically withdrawn and, in the case of Revolving Credit Loans denominated
in Dollars, shall be deemed a request for Base Rate Loans to be denominated in
Dollars and in the case of any Eurocurrency Rate Loan denominated in an Optional
Currency, shall be withdrawn, (b) each Eurocurrency Rate Loan denominated in
Dollars will automatically, on the last day of the then current Interest Period
relating thereto, become a Base Rate Loan and each Eurocurrency Rate Loan
denominated in an Optional Currency will be required to be repaid on the last
day of the then current Interest Period relating thereto, and (c) the
obligations of the Banks to make Eurocurrency 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

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or, as the case may be, the Agent upon the instruction of the Majority Banks,
shall so notify the Borrowers 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
Eurocurrency Rate Loans, such Bank shall forthwith give notice of such
circumstances to the Borrowers and the other Banks and thereupon (a) the
commitment of such Bank to make Eurocurrency Rate Loans or convert Base Rate
Loans to Eurocurrency Rate Loans or to make Revolving Credit Loans in an
Optional Currency shall forthwith be suspended and (b) such Bank's Revolving
Credit Loans then outstanding as Eurocurrency Rate Loans, if any, shall (i) if
comprising a Revolving Credit Loan denominated in Dollars, be converted
automatically to Base Rate Loans on the last day of each Interest Period
applicable to such Eurocurrency Rate Loans or within such earlier period as may
be required by law and (ii) if comprising a Revolving Credit Loan denominated in
an Optional Currency, be immediately repaid. The Borrowers hereby jointly and
severally agree 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 Eurocurrency 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

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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, 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

(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 Borrowers 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.

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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 Company 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 Company 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 Company and such Bank are unable to agree to such
adjustment within thirty (30) days of the date on which the Company 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 Section Section 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 Company, shall be conclusive, absent
manifest error, that such amounts are due and owing.

6.9. INDEMNITY. The Borrowers jointly and severally agree 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 such Borrower in payment of the
principal amount of or any interest on any Eurocurrency 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 Eurocurrency Rate Loans, (b) default by such Borrower in making a
borrowing of a Eurocurrency Rate Loan or conversion to a Eurocurrency Rate Loan
after such 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 Eurocurrency 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.

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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 any 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, (c) the
occurrence of a Fronting Loan Event or (d) 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 Eurocurrency Rate
Loan on any Drawdown Date, as described in Section 6.5 hereof (any such
Bank described in the foregoing clauses (a), (b) or (d) and, as it
pertains to clause (c) any Non-Multicurrency Bank, is hereinafter
referred to as an "Affected Bank"), the Company 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 Company 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 FIUI 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 FIUI
Credit Agreement, the Company 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 FIUI
Credit Agreement. The provisions of Section 20 hereof shall apply to
all reallocations pursuant to this Section 6.11 (including, without
limitation, the provisions pertaining to pro rata allocations with the
FIUI 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 20
hereof, such Assignments and Acceptances and other instruments, as are
required pursuant to Section 20 hereof to give effect to such
reallocations; provided, however, the Company shall, or shall cause the
assignee Bank, pay the registration fee set forth in Section 20.3. 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 20 hereof. On the effective date
of the applicable Assignments and Acceptances, the

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applicable Borrowers 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 Eurocurrency
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 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 Borrowers hereby jointly and severally agree 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
Company, each Bank shall, to the extent requested by the Company and to
the fullest extent that it lawfully may do so, deliver to the Company
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 the applicable 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
Company 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 by the applicable
Borrower hereunder.

7. COLLATERAL SECURITY AND GUARANTIES.

7.1. SECURITY OF BORROWERS. 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
Borrowers, whether now owned or hereafter acquired, pursuant to the terms of the
Security Documents to which each Borrower is a party.

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7.2. GUARANTEES AND SECURITY OF SUBSIDIARIES. The Obligations shall
also be guaranteed pursuant to the terms of the Guarantees. The obligations of
the Company's Subsidiaries 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
Subsidiary, whether now owned or hereafter acquired, pursuant to the terms of
the Security Documents to which such Subsidiary is a party.

7.3. GUARANTY BY THE COMPANY OF THE OBLIGATIONS.

7.3.1. GUARANTY. For value received and hereby acknowledged
and as an inducement to the Banks and the Agents to make the Revolving
Credit Loans, Bankers' Acceptances and Letters of Credit available to
each Borrowing Subsidiary, the Company hereby unconditionally and
irrevocably guarantees (a) the full punctual payment when due, whether
at stated maturity, by acceleration or otherwise, of all Obligations of
the Borrowing Subsidiaries now or hereafter existing whether for
principal, interest, fees, expenses or otherwise, and (b) the strict
performance and observance by the Borrowing Subsidiaries of all
agreements, warranties and covenants applicable to the Borrowing
Subsidiaries in the Loan Documents and (c) the obligations of the
Borrowing Subsidiaries under the Loan Documents (such Obligations
collectively being hereafter referred to as the "Guaranteed
Obligations").

7.3.2. GUARANTY ABSOLUTE. The Company guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the
terms hereof, regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or
the rights of the Banks with respect thereto. The liability of the
Company under this guaranty with regard to the Guaranteed Obligations
of the Borrowing Subsidiaries shall be absolute and unconditional
irrespective of:

(a) the Borrowing Subsidiaries' lack of authorization,
execution, validity or enforceability of this Credit Agreement and any
amendment hereof (with regard to such Guaranteed Obligations), or any
other obligation, agreement or instrument relating thereto (it being
agreed by the Company that the Guaranteed Obligations shall not be
discharged prior to the final and complete satisfaction of all of the
Obligations of the Borrowing Subsidiaries) or any failure to obtain any
necessary governmental consent or approvals or necessary third party
consents or approvals;

(b) the Agent's or any Bank's exercise or enforcement of, or
failure or delay in exercising or enforcing, legal proceedings to
collect the Obligations or the Guaranteed Obligations or any power,
right or remedy with respect to any of the Obligations or the
Guaranteed Obligations, including (i) any suspension of the Agent or
any Bank's right to enforce against the Borrowing Subsidiaries of the
Guaranteed Obligations, or (ii) any

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change in the time, manner or place of payment of, or in any other term
of, all or any of the Guaranteed Obligations of the Borrowing
Subsidiaries or any other amendment or waiver of or any consent to
departure from this Credit Agreement or the other Loan Documents (with
regard to such Guaranteed Obligations) or any other agreement or
instrument governing or evidencing any of the Guaranteed Obligations;

(c) any exchange, release or non-perfection of any collateral,
or any release or amendment or waiver of or consent to departure from
any other guaranty, for all or any of the Guaranteed Obligations of the
Borrowing Subsidiaries;

(d) any change in ownership of the Borrowing Subsidiaries;

(e) any acceptance of any partial payment(s) from the
Borrowing Subsidiaries;

(f) any insolvency, bankruptcy, reorganization, arrangement,
adjustment, composition, assignment for the benefit of creditors,
appointment of a receiver or trustee for all or any part of the
Borrowing Subsidiaries' assets;

(g) any assignment, participation or other transfer or
reallocation, in whole or in part (whether or not subject to a
conversion of a loan of one Type into a loan of another Type or a
conversion from one currency to another), of the Agent's or any Bank's
interest in and rights under this Credit Agreement or any other Loan
Document, or of the Agent or any Bank's interest in the Obligations or
the Guaranteed Obligations;

(h) any cancellation, renunciation or surrender of any pledge,
guaranty or any debt instrument evidencing the Obligations or the
Guaranteed Obligations;

(i) the Agent's or any Bank's vote, claim, distribution,
election, acceptance, action or inaction in any bankruptcy or
reorganization case related to the Obligations or the Guaranteed
Obligations; or

(j) any other action or circumstance, other than payment,
which might otherwise constitute a defense available to, or a discharge
of, the Borrowing Subsidiaries or the Company in respect of its
Guaranteed Obligations (other than the defense of payment in full in
cash).

This guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time any payment of any Guaranteed
Obligation is rescinded or must otherwise be returned by the Agent or
any Bank upon the insolvency, bankruptcy or reorganization of the
Borrowing Subsidiaries or otherwise, all as though such payment had not
been made.
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7.3.3. EFFECTIVENESS; ENFORCEMENT. The guaranty hereunder
shall be effective and shall be deemed to be made with respect to each
Revolving Credit Loan made as of the time it is made or accepted, as
applicable. No invalidity, irregularity or unenforceability by reason
of any bankruptcy or similar law, or any law or order of any government
or agency thereof purporting to reduce, amend or otherwise affect any
liability of the Borrowing Subsidiaries, and no defect in or
insufficiency or want of powers of the Borrowing Subsidiaries or
irregular or improperly recorded exercise thereof, shall impair,
affect, be a defense to or claim against such guaranty. The guaranty
hereunder is a continuing guaranty and shall (a) survive any
termination of this Credit Agreement, and (b) remain in full force and
effect until payment in full of, and performance of, all Guaranteed
Obligations and all other amounts payable under the guaranty hereunder,
all the Commitments shall have expired and been terminated, all of the
Letters of Credit shall have expired or been terminated and all lending
and other credit commitments of the Banks in respect thereof have
terminated. The guaranty under this Credit Agreement is made for the
benefit of the Agents and the Banks and their successors and assigns,
and may be enforced from time to time as often as occasion therefor may
arise and without requirement on the part of the Agents or the Banks
first to exercise any rights against the Borrowing Subsidiaries, or to
resort to any other source or means of obtaining payment of any of the
said Obligations or to elect any other remedy.

7.3.4. WAIVER. The Company hereby waives promptness,
diligence, protest, notice of protest, all suretyship defenses, notice
of acceptance and any other notice with respect to any of the
Guaranteed Obligations and this guaranty and any requirement that the
Agent or any Bank secure, perfect or protect any security interest or
lien on any property subject thereto or exhaust any right or take any
action against the Borrowing Subsidiaries or any other person or any
collateral. The Company also irrevocably waives, to the fullest extent
permitted by law, all defenses which at any time may be available to it
in respect of the Guaranteed Obligations by virtue of any statute of
limitations, valuation, stay, moratorium law or similar law now or
hereinafter in effect and all suretyship defenses generally.

7.3.5. SUBORDINATION; SUBROGATION. Until the payment and
performance in full of all the Obligations, the Company shall not
exercise and hereby waives any rights against the Borrowing
Subsidiaries as a result of payment by the Company hereunder, by way of
subrogation, reimbursement, restitution, contribution or otherwise, and
the Company will not prove any claim in competition with the Agent or
any Bank in respect of any payment hereunder in bankruptcy, insolvency,
or reorganization proceedings of any nature; the Company will not claim
any set-off, recoupment or counterclaim against the Borrowing
Subsidiaries in respect of any liability of the Company to the
Borrowing Subsidiaries; and the Company waives any benefit of and any
right to participate in any collateral

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which may be held by any Bank or the Agent. The Company agrees that,
after the occurrence and during the continuance of any default in the
payment or performance of any of the Obligations, the Company will not
demand, sue for or otherwise attempt to collect any Indebtedness of the
Borrowing Subsidiaries to the Company until all of the Obligations of
the Borrowing Subsidiaries shall have been paid in full. If,
notwithstanding the foregoing sentence, the Company shall collect,
enforce or receive any amounts in respect of such indebtedness in
violation of the foregoing sentence while any Obligations of the
Borrowing Subsidiary are still outstanding, such amounts shall be
collected, enforced and received by the Company for the benefit of the
Banks and the Agent (and shall be for the Banks' and the Agent's
account and not the Company's account) and be paid over to the Agent,
for the benefit of the Banks and the Agent on account of the
Obligations of the Borrowing Subsidiaries without affecting in any
manner the liability of the Company under the other provisions hereof.
The provisions of this section shall survive the expiration or
termination of the Credit Agreement and the other Loan Documents.

7.3.6. PAYMENTS. The Company shall pay the Guaranteed
Obligations in the currency in which such Obligation is payable by the
Borrowing Subsidiaries and all payments by the Company hereunder shall
be made without setoff or counterclaim and shall be free and clear of
and without deduction for any foreign or domestic 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 applicable
Borrowing Subsidiary is required by law to make such deduction or
withholding. Except as otherwise expressly provided in this Section
7.3.6, if any such obligation is imposed upon the Company or any
Borrowing Subsidiary with respect to any amounts payable by it
hereunder or under any of the Loan Documents, subject to Section 6.11
and Section 20.8 hereof, the Company will pay to the Agent for the
account of the Banks or, as the case may be the Agent, on the date on
which such amount is due and payable hereunder or under such other Loan
Documents, 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 not such
obligation been imposed on the Company or the Borrowing Subsidiaries.

7.3.7. RECEIPT OF INFORMATION. The Company acknowledges and
confirms that the Company itself has established its own adequate means
of obtaining from the Borrowing Subsidiaries on a continuing basis all
information desired by the Company concerning the financial condition
of the Borrowing Subsidiaries and that the Company will look to the
Borrowing Subsidiaries and not to the Agent or any Bank in order for
the Company to keep adequately informed of changes in the Borrowing
Subsidiaries' financial condition.

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7.4. 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 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.

7.5. JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

7.5.1. JOINT AND SEVERAL LIABILITY. Each of the Borrowers is
and shall be jointly and severally liable for each and every Obligation
of any of the Borrowers arising or incurred under or in respect of 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 on any of the Revolving Credit Notes, any Letter of Credit
Application, any Letter of Credit or other instruments at any time
evidencing any thereof. Each of the Borrowers agrees that it shall be
jointly and severally liable for all fees, as well as each of the other
Obligations of any of the Borrowers arising or incurred under or in
respect of this Credit Agreement or any of the other Loan Documents.

7.5.2. CONSIDERATION. Each of the Borrowers is accepting joint
and several liability hereunder in consideration of the financial
accommodations to be provided by the Agent and the Banks under this
Credit Agreement, for the mutual benefit, directly or indirectly, of
each of the Borrowers and in consideration of the undertakings of each
of the Borrowers to accept joint and several liability for the
obligations of each of them.

7.5.3. CO-DEBTORS. Each of the Borrowers jointly and severally
hereby irrevocably and unconditionally accepts, not merely as a surety
but as

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a co-debtor, joint and several liability with the other Borrowers with
respect to the payment and performance of all of the Obligations
arising under this Credit Agreement and the other Loan Documents, it
being the intention of the parties hereto that all the Obligations
shall be the joint and several obligations of each of the Borrowers
without preferences or distinction among them.

7.5.4. PAYMENT. If and to the extent that any of the Borrowers
shall fail to make any payment with respect to any of the Obligations
hereunder as and when due or to perform any of such Obligations in
accordance with the terms thereof, then in each such event, the other
Borrowers will make such payment with respect to, or perform, such
Obligation.

7.5.5. RECOURSE. The obligations of each Borrower under the
provisions of this Section 7.5 constitute full recourse obligations of
such Borrower, enforceable against it to the full extent of its
properties and assets, irrespective of the validity, regularity or
enforceability of this Credit Agreement or the other Loan Documents
against any Obligor or any other circumstances whatsoever.

7.5.6. WAIVERS. Except as otherwise expressly provided herein,
each Borrower hereby waives promptness, diligences, presentment,
demand, protest, notice of acceptance of its joint and several
liability, notice of any and all advances of the Loans made under this
Credit Agreement and the Revolving Credit Notes, notice of occurrence
of any Default or Event of Default (except to the extent notice is
expressly required to be given pursuant to the terms of this Credit
Agreement or any of the other Loan Documents), or of any demand for any
payment under this Credit Agreement, notice of any action at any time
taken or omitted by the Agent or the Banks under or in respect of any
of the Obligations hereunder, any requirement of diligence and,
generally, all demands, notices and other formalities of every kind in
connection with this Credit Agreement and the other Loan Documents.
Each Borrower hereby waives all defenses which may be available by
virtue of any valuation, stay, moratorium law or other similar law now
or hereafter in effect, any right to require the marshaling of assets
of the Borrowers and any other entity or Person primarily or
secondarily liable with respect to any of the Obligations, and all
suretyship defenses generally. Each Borrower hereby assents to, and
waives notice of, any extension or postponement of the time for the
payment, or place or manner for payment, compromise, refinancing,
consolidation or renewals of any of the Obligations hereunder, the
acceptance of any partial payment thereon, any waiver, consent or other
action or acquiescence by the Agent and the Banks at any time or times
in respect of any default by any Borrower in the performance or
satisfaction of any term, covenant, condition or provision of this
Credit Agreement and the other Loan Documents, any and all other
indulgences whatsoever by the Agent and the Banks in respect of any of
the Obligations hereunder, and the taking, addition, substitution or

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release, in whole or in part, at any time or times, of any security
for any of such Obligations or the addition, substitution or release,
in whole or in part, of any Borrower or any other entity or Person
primarily or secondarily liable for any Obligation. Such Borrower
further agrees that its Obligations shall not be released or
discharged, in whole or in part, or otherwise affected by the adequacy
of any rights which the Agent or any Bank may have against any
collateral security or other means of obtaining repayment of any of the
Obligations, the impairment of any collateral security securing the
Obligations, including, without limitation, the failure to protect or
preserve any rights which the Agent or any Bank may have in such
collateral security or the substitution, exchange, surrender, release,
loss or destruction of any such collateral security, any other act or
omission which might in any manner or to the extent vary the risk of
the Borrower, or otherwise operate as a release or discharge of such
Borrower, all of which may be done without notice to such Borrower;
provided, however, that the foregoing shall in no way be deemed to
create commercially unreasonable standards as to the Administrative
Agent's duties as secured party under the Loan Documents (as such
rights and duties are set forth therein). If for any reason any of the
other Borrowers has no legal existence or is under no legal obligation
to discharge any of the Obligations, or if any of the Obligations have
become irrecoverable from any of the other Borrowers by reason of such
other Borrower's insolvency, bankruptcy or reorganization or by other
operation of law or for any reason, this Credit Agreement and the other
Loan Documents to which it is a party shall nevertheless be binding on
such Borrower to the same extent as if such Borrower at all times had
been the sole obligor on such Obligations. Without limiting the
generality of the foregoing, each Borrower assents to any other action
or delay in acting or failure to act on the part of the Agent and the
Banks, including, without limitation, any failure strictly or
diligently to assert any right or to pursue any remedy or to comply
fully with applicable laws or regulations thereunder which might, but
for the provisions of this Section 7.5, afford grounds for terminating,
discharging or relieving such Borrower, in whole or in part, from any
of its obligations under this Section 7.5 shall not be discharged
except by performance and then only to the extent of such performance.
The Obligations of each Borrower under this Section 7.5 shall not be
diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with
respect to any reconstruction or similar proceeding with respect to any
Borrower, or any of the Banks. The joint and several liability of the
Borrowers hereunder shall continue in full force and effect
notwithstanding any absorption, merger, amalgamation or any other
change whatsoever in the name, membership, constitution or place of
formation of any Borrower or the Banks.

7.5.7. ENFORCEMENT. The provisions of this Section 7.5 are
made for the benefit of each of the Agent and the Banks and its
successors and assigns, and may be enforced by it from time to time
against any of the Borrowers as often as occasion therefor may arise
and without requirement on the part of

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the Agent and the Banks first to marshall any of their claims or to
exercise any of their rights against the other Borrowers or to exhaust
any remedies available to it against the other Borrowers or to resort
to any other source or means of obtaining payment of any of the
Obligations hereunder or to elect any other remedy. The provisions of
this Section 7.5 shall remain in effect until all the Obligations
hereunder shall have been paid in full or otherwise fully satisfied. If
at any time, any payment, or any part thereof, made in respect of any
of the Obligations, is rescinded or must otherwise be restored or
returned by the Agent or the Banks upon the insolvency, bankruptcy or
reorganization of the Borrowers, or otherwise, the provisions of this
Section 7.5 will forthwith be reinstated in effect as though such
payment had not been made.

7.5.8. CONTRIBUTION. To the extent any Borrower makes a
payment hereunder in excess of the aggregate amount of the benefit
received by such Borrower in respect of the extensions of credit under
the Credit Agreement (the "Benefit Amount"), then such Borrower, after
the payment in full in cash of all of the Obligations, shall be
entitled to recover from each other Borrower such excess payment, pro
rata in accordance with the ratio of the Benefit Amount received by
each such other Borrower to the total Benefit Amounts received by all
Borrowers, and the right to such recovery shall be deemed to be in
asset and property of such Borrower so funding; provided that all such
rights to recovery shall be subordinate and junior in right of payment
to the final and indefeasible repayment in full in cash of all of the
Obligations.

8. REPRESENTATIONS AND WARRANTIES.

Each 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 Borrowers 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
Borrowers or any of their 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

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the Borrowers or any of their Subsidiaries is subject or any judgment,
order, writ, injunction, license or permit applicable to the Borrowers
or any of their 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 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 Borrowers or
any of their Subsidiaries.

8.1.3. ENFORCEABILITY. The execution and delivery of this
Credit Agreement and the other Loan Documents to which the Borrowers or
any of their 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 Borrowers and any of their Subsidiaries of this Credit Agreement and the
other Loan Documents to which the Borrowers or any of their Subsidiaries is or
is to become a party and the transactions contemplated hereby and thereby
(including but not limited to the making by the Borrowers 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 Borrowers 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; LEASES. Except as indicated on Schedule 8.3
hereto, the Borrowers and their Subsidiaries own or lease all of the assets
reflected in the consolidated balance sheet of the Company 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.

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8.4. FINANCIAL STATEMENTS.

8.4.1. FINANCIAL STATEMENTS. There has been furnished to each
of the Banks a consolidated balance sheet of the Company and its
Subsidiaries as at the Balance Sheet Date, and a consolidated statement
of income of the Company and its Subsidiaries for the fiscal year then
ended, certified by Ernst & Young. Such balance sheet and statement of
income have been prepared in accordance with generally accepted
accounting principles and fairly present the financial condition of the
Company and its Subsidiaries as at the close of business on the date
thereof and the results of operations for the fiscal year then ended.
There are no contingent liabilities of the Company or any of its
Subsidiaries as of such date involving material amounts, known to the
officers of the Company, which were not disclosed in such balance sheet
and the notes related thereto and required to be disclosed by generally
accepted accounting principles.

8.4.2. PROJECTIONS. The projections of the six month operating
budgets of the Company and its Subsidiaries on a consolidated basis,
balance sheets and cash flow statements for the 1998 to 2000 fiscal
years, copies of which have been delivered to each Bank are based upon
what the Company believes are reasonable good faith estimates and
assumptions and reflect the reasonable estimates of the Company and its
Subsidiaries of the results of operations and other information
projected therein as of the date hereof. To the knowledge of the
Company or any of its Subsidiaries as of the date hereof, no facts
exist that (individually or in the aggregate) would result in any
material change in any of such projections.

8.5. NO MATERIAL CHANGES, ETC; SOLVENCY

8.5.1. NO CHANGES. Since the Balance Sheet Date there has
occurred no materially adverse change in the financial condition or
business of the Borrowers and their Subsidiaries as shown on or
reflected in the consolidated balance sheet of the Company 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. Since the Balance Sheet
Date, the Company has not made any Distributions.

8.5.2. SOLVENCY. The Company 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

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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.

8.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the Borrowers and
their 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.

8.7. LITIGATION. There are no actions, suits, proceedings or
investigations of any kind pending or threatened against the Borrowers or any of
their 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 Borrowers
and their 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.

8.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrowers nor
any of their 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
Borrowers nor any of their Subsidiaries is a party to any contract or agreement
that has or is expected, in the judgment of the Company's officers, to have any
Materially Adverse Effect.

8.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the
Borrowers nor any of their 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.

8.10. TAX STATUS. Except as set forth in Schedule 8.10, each of the
Borrowers and their 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.

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8.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred
and is continuing. The Company has no knowledge that any default has occurred
and is continuing, or that any right of rescission, cancellation or termination
exists under any Significant Contract (other than the termination in accordance
with its terms on the scheduled maturity date).

8.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the
Borrowers nor any of their 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.

8.13. 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 Borrowers or any of their Subsidiaries or any
rights relating thereto.

8.14. 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
Borrowers in the ordinary course of business. The Company or a Subsidiary of the
Company 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.

8.15. CERTAIN TRANSACTIONS. Except (a) as permitted by Section 10.3(d)
or (k) hereof, (b) for transactions involving annual payments of not more than
$500,000 in the aggregate, (c) for transactions pertaining to the Astron Sales
Agreement and disclosed in writing to the Agent prior to the date hereof; (d) as
set forth on Schedule 8.15 hereto, and (e) for arm's length transactions upon
terms no less favorable than the Borrowers or any Subsidiary could obtain from
third parties, none of the officers, directors, or employees of the Borrowers or
any of their Subsidiaries is presently a party to any transaction with such
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,

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to the knowledge of such 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.

8.16. EMPLOYEE BENEFIT PLANS.

8.16.1. IN GENERAL. The Borrowers and each of their
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 Borrowers 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 Borrowers have 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.

8.16.2. TERMINABILITY OF WELFARE PLANS. To the extent
applicable for the Borrowers 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 Borrowers 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 such Borrower
without liability to any Person other than for claims arising prior to
termination.

8.16.3. 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
Borrowers nor any ERISA Affiliate 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 Borrowers 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

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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.

8.16.4. MULTIEMPLOYER PLANS. To the extent applicable, neither
the Borrowers 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 Borrowers 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.

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

8.18. ENVIRONMENTAL COMPLIANCE. Each of the Borrowers and their
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:

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(a) none of the Borrowers, their 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 ("SARA"), 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 Borrowers nor any of their 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 300 Appendix B; (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 in the
United States of America 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) in the United States of America 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 8.18 attached hereto: (i)
no portion of such Real Estate has been used by the Company 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 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,

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discharging, injecting, escaping, disposing or dumping) or, to its
knowledge, threatened releases of Hazardous Substances on, upon, into
or from the properties of the Borrowers or their Subsidiaries, which
releases would have a Material Adverse Effect; (iv) to the best of the
Borrowers' 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 Borrowers' knowledge, operating in compliance with such permits
and applicable Environmental Laws; and

(d) None of the Borrowers and their 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.

8.19. SUBSIDIARIES, ETC. As of the date hereof, the only Subsidiaries
of the Company are as set forth on Schedule 8.19 (a) hereto. In addition, as of
the date hereof, the only Subsidiaries of any Subsidiary are as set forth on
Schedule 8.19 (b) hereto. Except as permitted by this Credit Agreement, neither
the Borrowers nor any Subsidiary of any Borrower is engaged in any material
joint venture or partnership with any other Person.

8.20. CHIEF EXECUTIVE OFFICES. As of the date hereof, the Company's
principal office in the United States of America is at 2090 Fortune Drive, San
Jose, California 95131, at which location its books and records relating to its
United States operation are kept, and the Company's chief executive office in
Singapore is at 514 Chai Chee Lane, #04-13, Bedok Industrial Estate, Singapore
469029, at which location is books and records relating to the Company are kept.

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

8.22. NO AMENDMENTS TO CERTAIN DOCUMENTS. The Company has not amended
any of the Subordinated Debt Documents except as expressly permitted by Section
10.8 hereof. Except as disclosed to the Agent in writing on or prior to the date
hereof or permitted hereunder, neither the Borrowers nor any Subsidiary has

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amended any Significant Contract or any documents or agreements executed in
connection therewith in any material respect. Except as disclosed to the Agent
in writing on or prior to the date hereof, each of the representations and
warranties made by the Company or any of its Subsidiaries in any of the Loan
Documents or the Ericsson General Purchase Agreement 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.

8.23. DISCLOSURE No representation or warranty made by the Borrowers 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 or the Ericsson General Purchase Agreement 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 Company as to any budget (whether delivered to the Agent
or any Bank prior to the Closing Date or pursuant to Section 9.4(f)) other than
that such budgets have been prepared in good faith on the basis of assumptions
and estimates that the Company believes to be reasonable.

8.24. INSURANCE. Each of the Borrowers and each of their 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.

8.25. STATUS OF LOANS AS SENIOR DEBT. All Indebtedness of the Company
and its Subsidiaries to the Banks and the Agent in respect of the Revolving
Credit Loans, the Reimbursement Obligations and the FIUI Obligations constitutes
"Superior Indebtedness", "Senior Indebtedness" or "Senior Debt" (or the
analogous term used therein) under the terms of the Subordinated Debt Documents
or any other instrument evidencing or pursuant to which there is issued
indebtedness which purports to be Subordinated Debt of the Company or any
Subsidiary.

8.26. NO OTHER SENIOR DEBT. The Company has not designated any
Indebtedness of the Company or any of its Subsidiaries as, and has no,
"Designated Senior Debt" for purposes of (and as defined in) the Subordinated
Indenture, other than the Obligations and the "Obligations" as defined in the
FIUI Credit Agreement.

8.27. NO WITHHOLDING, ETC. Neither the Borrowers nor any of their
Subsidiaries are required by the laws of any jurisdiction to make any deduction
or withholding of any nature whatsoever from any payment to be made by the
Borrowers or any Subsidiary hereunder or under any other Loan Document unless

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disclosed in writing to the Agent and such deductions or withholdings have been
acknowledged and approved by the relevant Borrower's board of directors. Neither
this Credit Agreement nor any of the other Loan Documents is subject to any
registration or stamp tax or any other similar or like taxes payable in any
jurisdiction where such registration, stamp or similar taxes could reasonably be
expected to have a Material Adverse Effect. The applicable Borrower has paid or
reimbursed the Agent and the Banks for any taxes paid or to be paid pursuant to
Section 6.2.2.

8.28. NO FILING, RECORDING REQUIRED. No filing, recording or enrolling
of this Credit Agreement or any other Loan Document is required to ensure the
legality, validity, enforceability or admissibility in evidence of this Credit
Agreement or any other Loan Document.

9. AFFIRMATIVE COVENANTS OF THE BORROWERS.

Each of the Borrowers 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' Acceptances 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 Borrowers 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 Acceptance 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
Borrowers or any of their 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 Company will maintain its chief
executive office in San Jose, California (as to its United States operations)
and Singapore (as to its non-United States operations), or at such other place
in the United States of America or Singapore as the Company shall designate upon
written notice to the Agent.

9.3. RECORDS AND ACCOUNTS. The Borrowers 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 Arthur Andersen 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

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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 Company and its Subsidiaries 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 Company
will deliver to each of the Banks:

(a) as soon as practicable, but in any event not later than
ninety (90) days after the end of each fiscal year of the Company, the
consolidated balance sheet of the Company and its Subsidiaries and the
consolidating balance sheet of the Company and its Subsidiaries, each
as at the end of such year, and the related consolidated statement of
income and consolidated statement of cash flow and consolidating
statement of income and consolidating statement of cash flow for such
year, each setting forth in comparative form the figures for the
previous fiscal year and all such consolidated and consolidating
statements to be in reasonable detail, prepared in accordance with
generally accepted accounting principles, and certified without
qualification by Arthur Andersen LLP or by a nationally recognized
independent certified public accounting firm that is currently known as
a "Big Four" accounting firm or by other independent certified public
accountants satisfactory to the Agent, together with a written
statement from such accountants to the effect that they have read a
copy of this Credit Agreement, and that, in making the examination
necessary to said certification, they have obtained no knowledge of any
Default or Event of Default, or, if such accountants shall have
obtained knowledge of any then existing Default or Event of Default
they shall disclose in such statement any such Default or Event of
Default; provided that such accountants shall not be liable to the
Banks for failure to obtain knowledge of any Default or Event of
Default;

(b) as soon as practicable, but in any event not later than
forty-five (45) days after the end of each fiscal quarters of the
Company, copies of the unaudited consolidated balance sheet of the
Company and its Subsidiaries and the unaudited consolidating balance
sheet of the Company and its Subsidiaries, each as at the end of such
quarter, and the related consolidated statement of income and
consolidated statement of cash flow and consolidating statement of
income and consolidating statement of cash flow for the portion of the
Company's fiscal year then elapsed, all in reasonable detail and
prepared in accordance with generally accepted accounting principles,
together with a certification by the principal financial or accounting
officer of the Company that the information contained in such financial
statements fairly presents the financial position of the Company and
its Subsidiaries on the date thereof (subject to year-end adjustments);

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(c) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a statement
certified by the principal financial or accounting officer of the
Company in substantially the form of Exhibit E hereto (the "Compliance
Certificate") and setting forth in reasonable detail computations
evidencing compliance with the covenants contained in Section 11 and
(if applicable) reconciliations to reflect changes in generally
accepted accounting principles since the Balance Sheet Date;

(d) contemporaneously with the filing or mailing thereof,
copies of all material of a financial nature filed with the Securities
and Exchange Commission, sent to the stockholders of the Company or
sent to any holders of the Subordinated Notes or the Indenture Trustee;

(e) not later than thirty (30) days after the end of each
fiscal year, budgets of the Company and its Subsidiaries for the next
fiscal year; and

(f) 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 Borrowers 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 payment obligation to
which or with respect to which any Borrower or any of its Subsidiaries
is a party or obligor, whether as principal, guarantor, surety or
otherwise, and such default either (a) 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 Borrowers 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 Borrowers will promptly give
notice to the Agent and each of the Banks (a) of any violation of any
Environmental Law that the Borrowers or any of their 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

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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 Borrowers
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 Borrowers 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 Borrowers will,
and will cause each of their 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 such Borrower or any of
its Subsidiaries or to which such Borrower or any of its Subsidiaries
is or becomes a party involving an uninsured claim against such
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. Each 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 such Borrower or any of its Subsidiaries in an amount in excess
of $500,000.

9.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrowers 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 their
Subsidiaries and, without the consent of the Agent, will not, and will not cause
or permit any of their Subsidiaries to, convert to a limited liability company.
Each (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 such 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 Borrowers from dissolving, merging (to the extent permitted by
Section 10.5.1 hereof) or otherwise discontinuing the operation and maintenance
of any of its properties or any of those of their Subsidiaries if such
discontinuance is, in the judgment of such Borrower, desirable in the conduct of
its or their business or that does not have a Material Adverse Effect.

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9.7. INSURANCE. The Borrowers will, and will cause each of their
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 Borrowers will, and will cause each of their
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 such Borrower or such Subsidiary shall have set aside on its books
adequate reserves with respect thereto; and provided further that the Borrowers
and each Subsidiary of any 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 Borrowers 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 Borrowers or any of
their Subsidiaries, to examine the books of account of the Borrowers
and their Subsidiaries (and to make copies thereof and extracts
therefrom), and to discuss the affairs, finances and accounts of the
Borrowers and their Subsidiaries with, and to be advised as to the same
by, its and their officers, all at such reasonable times and intervals
as the Agent or any Bank may reasonably request. The Borrowers shall 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 Borrowers 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
Borrowers or any of their Subsidiaries and (b) the then current
business value of each of the Borrowers and their Subsidiaries. All
such appraisals shall be conducted and made at the expense of the
Borrowers.

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9.9.3. COMMUNICATIONS WITH ACCOUNTANTS. Each of the Borrowers
authorizes the Agent and, if accompanied by the Agent, the Banks to
communicate directly with such Borrower's independent certified public
accountants, after notice to such 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 such Borrower or any
of its Subsidiaries. At the request of the Agent, any 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
Borrowers will, and will cause each of their 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 Borrowers or any of their
Subsidiaries may fulfill any of its obligations hereunder or any of the other
Loan Documents to which such Borrower or such Subsidiary is a party, such
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
such 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 Borrowers
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 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 Section Section 302, 4041, 4042,
4043, 4063, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under
Section Section 4041A, 4202, 4219, 4242, or 4245 of ERISA.

9.12. USE OF PROCEEDS. The Borrowers will use the proceeds of the
Revolving Credit Loans solely to refinance existing Indebtedness under the
Original Credit Agreement and for working capital and general corporate purposes
(including for Permitted Acquisitions). The Borrowers will obtain Letters of
Credit and Bankers' Acceptances solely for working capital and general corporate
purposes. The Borrowers will not use the proceeds of any of the Revolving Credit
Loans or the Letters of Credit or Bankers' Acceptances in any way which
infringes Section 47A of the Hong Kong Companies Ordinance or any law of any
other relevant jurisdiction which restricts the incurring of Indebtedness and/or
the creation of any security

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interest or lien by the applicable Borrower or any of its Subsidiaries in
connection with the acquisition, directly or indirectly, of ownership or control
of such Borrower or its Subsidiaries.

9.13. FAIR LABOR STANDARDS ACT. The Borrowers will, and will cause each
of their 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 Borrowers or any of their Subsidiaries are
or will be produced by employees of (a) the Borrowers or any of their
Subsidiaries or (b) to the best knowledge of the Borrowers and each of their
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. Section Section 206 and 207) or any regulations
promulgated thereunder, in each case, as in effect from time to time.

9.14. GUARANTORS. The Borrowers 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, 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 to become a Guarantor hereunder and/or grant to the
Agent a security interest in such Subsidiary's assets or if it is otherwise
impracticable for it to do so, 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 Company or any of its Subsidiaries forms a Subsidiary for the
purpose of consummating a Permitted Acquisition, 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 such Subsidiary becomes a
Guarantor or a Borrower hereunder, neither the Company 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. SUBORDINATED GUARANTEES. The Company will promptly advise the
Agent of any guarantee entered into in connection with any provision of the
Subordinated Indenture or similar agreement requiring any Subsidiary guarantees,
and identifying the guarantor thereunder.

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9.16. PAYMENT OF ASTRON OBLIGATION. The Company shall make all payments
under the Astron Sales Agreement, the Services Agreement dated February 2, 1996
between the Company, Astron Technologies Limited and Stephen Rees (the "Rees
Service Agreement") and the Supplemental Services Agreement dated February 2,
1996 between Astron Group Limited and Stephen Rees (the "Supplemental Rees
Agreement") which are able to be paid pursuant to such agreements in Astron
Consideration Shares (as to the Astron Sales Agreement) or ordinary shares of
the Company (pursuant to the Rees Service Agreement and the Supplemental Rees
Agreement); provided, however, the Company shall be permitted to make such
payments in cash so long as no Default or Event of Default has occurred and is
continuing and the Company can demonstrate to the satisfaction of the Agent that
the Leverage Ratio at the time of such cash payment is equal to or less than
2.50:1.00 both before and after giving effect to such cash payments.

9.17. FURTHER ASSURANCES. The Borrowers will, and will cause each of
their 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.

9.18. STATUS OF LOANS AS SENIOR DEBT. The Company shall, on the Closing
Date and at such other times as may reasonably be requested by the Agent,
deliver to the Agent certificates and any other evidence reasonably requested by
the Agent to confirm that the Indebtedness of each of the Borrowers and their
Subsidiaries to the Agent and the Banks in respect of the Revolving Credit
Loans, Reimbursement Obligations and the FIUI Obligations constitutes "Senior
Debt" (or the analogous term used therein) under the terms of the Subordinated
Debt Documents or of any other instrument evidencing or pursuant to which there
is issued indebtedness which purports to be Subordinated Debt of the Company or
any of its Subsidiaries and that (a) this Credit Agreement would constitute the
"Credit Facility" under the terms of the Subordinated Indenture, and (b) the
Indebtedness of each of the Borrowers and their Subsidiaries to the Banks and
the Agent in respect of the Revolving Credit Loans, Reimbursement Obligations
and the FIUI Obligations constitutes "Designated Senior Debt" as defined by the
Subordinated Indenture.

9.19. ADDITIONAL SUBSIDIARIES. If, after the Closing Date, the Company
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 and Section 10.5.1 hereof.

9.20. NEUTRONICS. The Company will by not later than 120 days after the
Closing Date cause (a) Neutronics Electronic Industries Holdings AG
("Neutronics") and each of its Subsidiaries (collectively, the "Neutronics
Entities") to provide the Agent with evidence satisfactory to the Agent that all
security interests,

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encumbrances and liens on the assets of any of the Neutronics Entities have been
released and terminated in full (except for liens permitted by Section 10.2
other than 10.2(vii)); and (b) each of the Neutronics Entities to execute and
deliver to the Agent, to the extent practicable and not prohibited by applicable
law, a Guarantee and, as to the Neutronics Entities other than Neutronics,
execute and deliver to the Agent, to the extent practicable and not prohibited
by applicable law or by any instrument evidencing Indebtedness of any Neutronics
Entity existing on the Closing Date, such Security Documents which may be
necessary to grant to the Agent a first priority perfected security interest
(subject to Permitted Liens) in such Person's assets, in each case together with
legal opinions in form and substance reasonably satisfactory to the Agent to be
delivered to the Agent and the Banks opining as to the authorization, validity
and enforceability of such Guarantee and Security Documents and (as to the
applicable Security Documents) the perfection of such security interests.

10. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.

Each of the Borrowers covenants and agrees that, so long as any
Revolving Credit Loan, Unpaid Reimbursement Obligation, Bankers' Acceptance,
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' Acceptances 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. RESTRICTIONS ON INDEBTEDNESS. The Borrowers will not, and will
not permit any of their Subsidiaries to, create, incur, assume, guarantee or be
or remain liable, contingently or otherwise, with respect to any Indebtedness
other than:

(a) Indebtedness to the Banks and the Agent arising under any
of the Loan Documents;

(b) current liabilities of such Borrower or such Subsidiary
incurred in the ordinary course of business not incurred through (i)
the borrowing of money, or (ii) the obtaining of credit except for
credit on an open account basis customarily extended and in fact
extended in connection with normal purchases of goods and services;

(c) Indebtedness in respect of taxes, assessments,
governmental charges or levies and claims for labor, materials and
supplies to the extent that payment therefor shall not at the time be
required to be made in accordance with the provisions of Section 9.8;

(d) Indebtedness in respect of judgments or awards that have
been in force for less than the applicable period for taking an appeal
so long as execution is not levied thereunder or in respect of which
such Borrower or such Subsidiary shall at the time in good faith be
prosecuting an appeal or proceedings for review and in respect of which
a stay of execution shall have been obtained pending such appeal or
review;

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(e) endorsements for collection, deposit or negotiation and
warranties of products or services, in each case incurred in the
ordinary course of business;

(f) Subordinated Debt;

(g) Indebtedness consisting of a guarantee by the Company or
any Guarantor of Indebtedness of the Company or any Subsidiary which is
permitted to be incurred pursuant to this Section 10.1;

(h) obligations under (i) Capitalized Leases, (ii) Synthetic
Leases and (iii) Indebtedness incurred in connection with the
acquisition after the date hereof of any real or personal property or
any business entity by any Borrower or such Subsidiary, provided that
the aggregate principal amount of such Indebtedness under this Section
10.1(h)(iii) of the Borrowers and their Subsidiaries shall not exceed
the aggregate amount of $25,000,000 at any one time;

(i) Indebtedness existing on the date hereof and listed and
described on Schedule 10.1 hereto;

(j) Indebtedness of a Guarantor to any Borrower or
Indebtedness of a FIUI Guarantor to FIUI, or Indebtedness of any
Borrower to any Guarantor in the form of intercompany loans or advances
so long as all such Indebtedness complies with the Subordinated
Indenture and other applicable provisions of the Subordinated Indenture
relating to intercompany debt limitations, such intercompany
Indebtedness shall be on a demand basis and shall at all times be
evidenced by a proper demand promissory note pledged to the Agent for
the benefit of the Banks, as provided in Section 9.3 hereof;

(k) Indebtedness to the FIUI Banks and the FIUI Agent arising
under any of the FIUI Loan Documents;

(l) Indebtedness of the Company pursuant to the Ericsson
Guaranty;

(m) Indebtedness of the Company to the Vendors pursuant to the
Astron Note;

(n) Indebtedness of Excluded Subsidiaries to the Company in
the form of intercompany loans or advances so long as (i) the aggregate
amount of such Indebtedness does not exceed the aggregate amount of
$100,000,000 at any one time; (ii) such Indebtedness complies with the
Subordinated Indenture and other applicable provisions of the
Subordinated Indenture relating to intercompany debt limitations; (iii)
is on a demand basis; and (iv) is at all times evidenced by a proper
demand promissory note pledged to the Agent for the benefit of the
Banks, as provided in Section 10.3 hereof;

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(o) other unsecured Indebtedness or Indebtedness secured
solely by a Temporary Lien (as such term is defined in Section 10.2)
which Indebtedness is not otherwise permitted hereunder provided that
(i) no Default or Event of Default shall have occurred and be
continuing or would exist as a result of incurring such Indebtedness;
(ii) the Company has demonstrated to the satisfaction of the Agent
compliance with the financial covenants set forth in Section 11 hereof
on a pro forma basis both before and immediately after giving effect to
such Indebtedness; and (iii) the terms of such Indebtedness (including,
without limitation, the covenants, defaults, amortization, maturity and
conditions pertaining to such Indebtedness) are no more onerous to the
Company and its Subsidiaries than the terms contained herein taken as a
whole; and

(p) Indebtedness of the Borrower or any Subsidiary under
interest rate or currency swap agreements or similar interest or
currency exchange rate protection agreements undertaken solely for bona
fide hedging purposes and not for speculative purposes.

provided, however, notwithstanding the foregoing provisions of this Section
10.1, all Indebtedness permitted hereunder must qualify as "Debt" (as such term
is defined in the Subordinated Indenture) permitted to be incurred pursuant to
the Subordinated Indenture or shall otherwise be permitted to be incurred
pursuant to the Subordinated Indenture; and provided, further, if the Borrower
or any of its Subsidiaries incurs any Indebtedness permitted pursuant to this
Section 10.1 which is denominated in a currency other than Dollars and, as a
result of currency fluctuations the amount of such Indebtedness exceeds the
amounts permitted under this Section 10.1 by more than five percent (5%) (after
giving effect to any related hedge arrangements), the Borrowers shall have two
(2) Business Days to cause the amount of such Indebtedness to be reduced to an
amount which would not violate the terms and conditions of this Section 10.1.

10.2. RESTRICTIONS ON LIENS. The Borrowers will not, and will not
permit any of their Subsidiaries to, (a) create or incur or suffer to be created
or incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any of its property or
assets of any character whether now owned or hereafter acquired, or upon the
income or profits therefrom; (b) transfer any of such property or assets or the
income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; (c) acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title retention
or purchase money security agreement, device or arrangement; (d) suffer to exist
for a period of more than thirty (30) days after the same shall have been
incurred any Indebtedness or claim or demand against it that if unpaid could
reasonably be expected by law or upon bankruptcy or insolvency, or otherwise, be
given any priority whatsoever over its general creditors; or (e) except as
specifically permitted by Section 10.5.2 hereof, sell, assign, pledge, discount,
factor or otherwise transfer any accounts, contract rights, general intangibles,
chattel paper or

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instruments, with or without recourse; provided that the Borrowers and any
Subsidiary of any Borrower may create or incur or suffer to be created or
incurred or to exist:

(i) liens in favor of any Borrower or any Guarantor on all or
part of the assets of Subsidiaries of any Borrower or such Guarantor
securing Indebtedness owing by Subsidiaries of such Borrower or such
Guarantor, as the case may be, to such Borrower or to such other
Guarantor;

(ii) liens to secure taxes, assessments and other government
charges in respect of obligations not overdue or liens on properties to
secure claims for labor, material or supplies in respect of obligations
not overdue, or which are being contested in good faith by appropriate
proceedings diligently conducted and with respect to which adequate
reserves are being maintained in accordance with generally accepted
accounting principles so long as such liens are not being foreclosed;

(iii) deposits or pledges made in connection with, or to
secure payment of, workmen's compensation, unemployment insurance, old
age pensions or other social security obligations and good faith
deposits in connection with tenders, contracts or leases to which it is
a party or deposits or pledges to secure, or in lieu of, surety,
penalty or appeal bonds, performance bonds or other similar
obligations;

(iv) liens on properties in respect of judgments or awards,
the Indebtedness with respect to which is permitted by Section 10.1(d);

(v) liens of carriers, warehousemen, mechanics and
materialmen, and other like liens on properties which would not have a
Material Adverse Effect and are in respect of obligations not overdue,
or which are being contested in good faith by appropriate proceedings
diligently conducted and with respect to which adequate reserves are
being maintained in accordance with generally accepted accounting
principles so long as such liens are not being foreclosed;

(vi) encumbrances on Real Estate consisting of easements,
rights of way, zoning restrictions, restrictions on the use of real
property and defects and irregularities in the title thereto,
landlord's or lessor's or lessee's liens under leases to which the
Borrowers or a Subsidiary of any Borrower is a party, and other minor
liens or encumbrances none of which in the opinion of such Borrower
interferes materially with the use of the property affected in the
ordinary conduct of the business of such Borrower and its Subsidiaries,
which defects do not individually or in the aggregate have a Material
Adverse Effect;

(vii) liens existing and listed on Schedule 10.2 hereto;

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(viii) purchase money security interests in or purchase money
mortgages on real or personal property acquired after the date hereof
to secure purchase money Indebtedness of the type and amount permitted
by Section 10.1(h), incurred in connection with the acquisition of such
property, which security interests or mortgages cover only the real or
personal property so acquired and liens in favor of the lessor on any
Capitalized Lease or Synthetic Lease for equipment acquired after the
date hereof which is the subject of such Capitalized Lease or Synthetic
Lease to secure Indebtedness of the type and amount permitted by
Section 10.1(h), incurred in connection with such Capitalized Lease or
Synthetic Lease, which lien or security interest covers only the
property which is the subject of such Capitalized Lease or Synthetic
Lease;

(ix) liens in favor of the Agent for the benefit of the Banks
and the Agent under the Loan Documents;

(x) liens in favor of the FIUI Agent for the benefit of the
FIUI Banks and the FIUI Agent under the FIUI Loan Documents;

(xi) liens in favor of Baker & McKenzie as Agent under the
Astron Pledge;

(xii) liens in favor of Ericsson under the Ericsson Pledge
Agreement and the Ericsson General Purchase Agreement;

(xiii) rights of third parties in equipment or inventory
consigned to, or otherwise owned by such third party and which is being
stored on property owned or leased by, any Borrower or any of its
Subsidiaries;

(xiv) rights of unsecured creditors located in jurisdictions
outside of the United States which may, under applicable laws of such
jurisdiction, have priority over secured creditors in certain
circumstances, so long as such rights do not have a Material Adverse
Effect; and

(xv) liens on assets of a Subsidiary acquired after the
Closing Date pursuant to a Permitted Acquisition, which security
interests cover only the assets so acquired, securing Indebtedness
permitted by Section 10.1 hereof provided (1) such security interests
were not created in contemplation of such Permitted Acquisition; (2)
such security interests are terminated and discharged to the
satisfaction of the Agent within ninety (90) days of the date such
Permitted Acquisition is consummated; and (3) on the date of
consummation of such Permitted Acquisition the Company shall have
provided to the Agent a description of any liens or security interests
existing as to such Subsidiary on such date together with a
certification that arrangements are being made to terminate all
security interests and liens within the time period permitted by
subparagraph (2) hereof (such liens and security interests being
hereinafter referred to as the "Temporary Liens").

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10.3. RESTRICTIONS ON INVESTMENTS. The Borrowers will not, and will not
permit any of their Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

(a) marketable direct or guaranteed obligations of the United
States of America, any OECD Country that mature within one (1) year
from the date of purchase by any Borrower;

(b) demand deposits, certificates of deposit, bankers
acceptances and time deposits of United States banks or banks organized
under the laws of Sweden, the United Kingdom, Hong Kong, Singapore or
Malaysia and having total assets in excess of $1,000,000,000;

(c) securities commonly known as "commercial paper" issued by
a corporation organized and existing under the laws of the United
States of America or any state thereof that at the time of purchase
have been rated and the ratings for which are not less than "P 2" if
rated by Moody's Investors Services, Inc., and not less than "A 2" if
rated by Standard and Poor's;

(d) Investments listed on Schedule 10.3 hereto;

(e) Investments with respect to Indebtedness permitted by
Section 10.1(j) so long as such entities remain Borrowers or Guarantors
hereunder or FIUI Guarantors under the FIUI Credit Agreement, as the
case may be;

(f) Investments consisting of the Guarantees and the FIUI
Guarantees or Investments by the Borrowers in the Guarantors or
Investments by any Subsidiary into any Borrower or any Guarantor;

(g) Investments consisting of promissory notes received as
proceeds of asset dispositions permitted by Section 10.5.2 and
Investments consisting of promissory notes or equity securities
received in settlement of any claims;

(h) Investments consisting of Permitted Acquisitions pursuant
to Section 10.5.1 hereof;

(i) Investments with respect to Indebtedness permitted by
Section 10.1(n) so long as such Person remains a Subsidiary of a
Borrower;

(j) Investments by any Borrower in any Person other than a
Subsidiary, which Person is in a related business, which Investment
does not exceed, in the aggregate, $15,000,000 during the term of this
Credit Agreement plus the amount of any Returned Investments (with
respect to the return or repayment of the "principal" or "capital"
component of any prior Investments under this Section 10.1(j)) received
after the date hereof but prior to the relevant time of determination
hereunder and not previously utilized to permit additional Investments
under this Section 10.1(j) in excess of such $15,000,000 amount, but in
no event shall the total Investments made after

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the date hereof over the term of this Credit Agreement under this
Section 10.1(j) exceed $50,000,000 in the aggregate after giving effect
to "utilizing" the amount of any such Returned Investments after the
date hereof over the term of this Credit Agreement, and for purposes
hereof, in the case of any Investment made by transfers of non-cash
property, the amount of such Investments shall be deemed to be the fair
market value of such non-cash property at the time of the applicable
transfer;

(k) Investments consisting of loans or advances made in the
ordinary course of business consistent with past practices to officers,
directors or employees of the Company or any of its Subsidiaries for
travel, transportation (including the purchase and rentals of
automobiles for such officers, directors or employees), entertainment
and moving and other relocation expenses; and

(l) Investments made pursuant to the Investment Policy
Guidelines;

provided, however, that all Investments made pursuant to this Section 10.3 must
be permitted to be made pursuant to the Subordinated Indenture.

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

10.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

10.5.1. MERGERS AND ACQUISITIONS. The Borrowers will not, and
will not permit any of their Subsidiaries to, become a party to any
merger or consolidation, or agree to or effect any asset acquisition or
stock acquisition (other than the acquisition of assets in the ordinary
course of business consistent with past practices, Investments
permitted by Section 10.3 hereof and Capital Expenditures so long as
such Capital Expenditures are to acquire Capital Assets which do not
represent all or substantially all of the assets of another Person or a
division of such Person) except (a) the merger or consolidation of one
or more of the Subsidiaries of any Borrower with and into such
Borrower, (b) the merger or consolidation of two or more Subsidiaries
of any Borrower or (c) any other asset or stock acquisitions of Persons
in the same or a related line of business as any Borrower or its
Subsidiaries (each, a "Permitted Acquisition") where (i) the Company
has provided the Agent with two (2) Business Days prior written notice
of such Permitted Acquisition, which notice shall include a reasonably
detailed description of such Permitted Acquisition and the documents,
agreements and instruments to be entered into in connection with such
Permitted Acquisition; (ii) without the prior consent of the Agent, the
business to be acquired would not subject the Banks or the Agent to
regulatory or third party approvals in connection with the exercise of
their rights and remedies under this Credit Agreement or any other Loan
Document; (iii) the business

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and assets so acquired shall be acquired by the applicable Borrower or
the applicable Subsidiary free and clear of all liens and encumbrances
and all Indebtedness (including any assumed or incurred contingent
obligations or liabilities) other than as permitted by Section 10.1 or
Section 10.2 hereof; (iv) the Company shall have demonstrated to the
reasonable satisfaction of the Agent, based on a pro forma Compliance
Certificate, compliance with Section 11 hereof on a pro forma basis
immediately prior to and after giving effect to such Permitted
Acquisition; (v) no Default or Event of Default has occurred and is
continuing or would exist as a result of giving effect to such
Permitted Acquisition; (vi) the applicable Borrower or Subsidiary
effecting such Permitted Acquisition must be the surviving entity (or,
in the case of a Subsidiary effecting the acquisition, the surviving
entity becomes a Subsidiary of a Borrower); (vii) the aggregate
purchase price paid in cash for all Permitted Acquisitions in any
fiscal year shall not exceed twenty five percent (25%) of the prior
fiscal quarter's Consolidated Tangible Net Worth; (viii) the board of
directors and the shareholders (if required by applicable law) or the
equivalent, of each Person has approved the Permitted Acquisition; (ix)
to the extent required by Section 9.14, the Company or such other
applicable Person involved in the acquisition has taken or caused to be
taken all necessary actions to the extent reasonably practicable to
grant to the Agent a first priority perfected lien (except for
Permitted Liens having priority under applicable law) in accounts
receivable and inventory and capital stock or other equity interests to
be acquired in connection with such acquisition; and (x) the
acquisition is not prohibited by the Subordinated Indenture. In
addition, in the event any new Subsidiary is formed as a result of or
in connection with any acquisition, to the extent such Subsidiary has
the legal power to enter into a Guarantee and Security Agreement, the
Loan Documents shall be amended and/or supplemented as necessary to
make the terms and conditions of the Loan Documents applicable to such
Subsidiary as a Guarantor hereunder.

10.5.2. DISPOSITION OF ASSETS. The Borrowers will not, and
will not permit any of their Subsidiaries to, become a party to or
agree to or effect any disposition of assets, other than (a) the
disposition of assets in the ordinary course of business, consistent
with past practices (including, without limitation, the disposition of
equipment which a Borrower or such Subsidiary replaces with similar
equipment within ninety (90) days of such disposition); (b) the
disposition of the assets of Flextronics Sweden to Ericsson pursuant to
Section M.1 of the Ericsson General Purchase Agreement (provided,
however, such a disposition shall constitute an Event of Default
hereunder); (c) the disposition of assets set forth on Schedule 10.5.2;
and (d) other dispositions of assets to any Person in an arms-length
transaction for fair and reasonable value in an aggregate amount not to
exceed $10,000,000 during any fiscal year; provided, that, prior to
making any dispositions set forth in this Section 10.5.2(c), the
Company shall have delivered to the Agent on the date of any such sale
or disposition a certificate signed by an authorized officer of the
Company and evidence satisfactory to

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the Agent showing that no Default or Event of Default has occurred and
is continuing at the time of such sale or disposition and no such
Default or Event of Default will exist after giving effect to such sale
or disposition.

Notwithstanding anything to the contrary contained in this
Section 10.5.2, (a) the Borrowers and their Subsidiaries shall not be
permitted to dispose of any assets or take (or omit to take) any action
in connection with any Asset Sale or other disposition or engage in any
other transaction which action (or omission) would require any
repayment, repurchase or redemption (or any mandatory offer to repay,
repurchase or redeem) by the Company or any of its Subsidiaries of the
Subordinated Notes or any other Subordinated Debt pursuant to the
Subordinated Indenture or similar agreement prior to the repayment in
full in cash of all the Obligations and the termination of the Total
Commitment to zero, or would violate the provisions of the Subordinated
Indenture or similar agreement; (b) the Borrowers shall not directly or
indirectly sell or otherwise dispose of all or substantially all of
their assets; and (c) except as expressly permitted in this Section
10.5.2, neither the Borrowers nor their Subsidiaries shall sell or
otherwise dispose of any capital stock of any Person which is either a
Borrower or a Guarantor or is an entity the capital stock of which is
pledged under the Loan Documents by such Borrower or any Guarantor,
except for transfers to a Borrower or another Guarantor (with each such
transfer to a Borrower or another Guarantor to be subject to the
Agent's security interest therein for the benefit of the Agent and the
Banks).

10.6. SALE AND LEASEBACK. Except as permitted by Section 10.5.2(c), the
Borrowers will not, and will not permit any of their Subsidiaries to, enter into
any arrangement, directly or indirectly, whereby such Borrower or any Subsidiary
of a Borrower shall sell or transfer any property owned by it in order then or
thereafter to lease such property or lease other property that such Borrower or
any Subsidiary of a Borrower intends to use for substantially the same purpose
as the property being sold or transferred unless such property could have been
subjected to a lien pursuant to Section 10.2(viii).

10.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrowers will not, and
will not permit any of their 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 each case in any
manner that would violate any Environmental

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Law or bring such Real Estate in violation of any Environmental Law unless such
violation would not have a Material Adverse Effect.

10.8. SUBORDINATED DEBT. The Borrowers will not, and will not permit
any of their Subsidiaries to, amend, supplement or otherwise modify the terms of
any of the Subordinated Debt Documents unless such amendment, supplement or
modification is immaterial and ministerial in nature and would not have a
Material Adverse Effect or prepay, redeem or repurchase any of the Subordinated
Debt or send any notice of redemption, prepayment, repurchase or defeasance with
respect to any of the Subordinated Debt.

10.9. EMPLOYEE BENEFIT PLANS. Neither the Borrowers nor any ERISA
Affiliate will

(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 Borrowers or any of their 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

10.10. CHANGE IN TERMS OF CAPITAL STOCK. The Borrowers will not, and
will not permit any of their 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.

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

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10.12. NEGATIVE PLEDGES. Neither the Borrowers nor any of the
Guarantors will enter into any agreement (excluding this Credit Agreement, the
Loan Documents, the Subordinated Indenture (and any substantially identical
provision in any agreement relating to Subordinated Debt) and any document
evidencing Indebtedness of a Subsidiary acquired in a Permitted Acquisition, but
only so long as the Temporary Lien is permitted to exist) prohibiting the
creation or assumption of any lien upon its properties, revenues or assets or
those of any of its Subsidiaries, whether now owned or hereafter acquired to
secure any of the Obligations (or any refinancings thereof) other than
agreements with Persons prohibiting any such lien on assets in which such Person
has a prior security interest which is permitted by Section 10.2.

10.13. TRANSACTIONS WITH AFFILIATES. Except as permitted by Section
8.14 hereof, the Borrowers will not, nor will they permit any of their
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 such
Borrower or any of its Subsidiaries to any Affiliate unless such arrangement is
fair and equitable to such 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 such 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.

10.14. UPSTREAM LIMITATIONS. The Borrowers will not, nor will any
Borrower permit any of its Subsidiaries to enter into any agreement, contract or
arrangement (other than the Credit Agreement, the other Loan Documents and the
Ericsson General Purchase Agreement) restricting the ability of any Subsidiary
to pay or make dividends or distributions in cash or kind, to make loans,
advances or other payments of whatsoever nature or to make transfers or
distributions of all or any part of its assets (other than as permitted by
Section 10.2 hereof) to any Borrower or to any Subsidiary of such Subsidiary.

10.15. INCONSISTENT AGREEMENTS. The Borrowers will not, nor will it
permit any of their Subsidiaries to, enter into any agreement containing any
provision which would be violated or breached by the performance by such
Borrower or such Subsidiary of its obligations hereunder or under any of the
Loan Documents.

10.16. MODIFICATION OF DOCUMENTS. Neither the Borrowers nor any of
their Subsidiaries will consent to or agree to any amendment, supplement or
other modification to any Significant Contract without the prior written consent
of the Agent, unless such amendment, supplement or modification does not have a
Material Adverse Effect.

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10.17. CHANGE IN NATURE OF BUSINESS. The Company will not and will not
permit any of its Subsidiaries to make any material change in or addition to the
nature of their business considered as a whole as carried on at the date hereof.

10.18. CHARTER AMENDMENTS. Neither the Borrowers nor any of their
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.

10.19. SENIOR DEBT. The Company and its Subsidiaries will not in any
manner designate or permit to exist any other Indebtedness of the Company or any
of its Subsidiaries as "Designated Senior Debt" for purposes (and as defined in)
of the Subordinated Indenture, other than the Indebtedness arising under this
Credit Agreement, the FIUI Credit Agreement, the FIUI Guarantees and the
Guarantees.

10.20. LIMITATIONS ON FOREIGN EXCHANGE ARRANGEMENTS. The Borrowers will
not and will not permit any of their Subsidiary to enter into any interest rate
hedging or risk protection arrangements, foreign exchange risk protection
arrangements, or currency risk protection arrangements which are for speculative
purposes.

11. FINANCIAL COVENANTS OF THE BORROWERS.

Each of the Borrowers covenants and agrees that, so long as any
Revolving Credit Loan, Unpaid Reimbursement Obligation, Bankers' Acceptance,
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 Participation or the Agent has any obligation to issue,
extend or renew any Letters of Credit or to accept and/or purchase any Bankers'
Acceptance:

11.1. LEVERAGE RATIO. The Borrowers will not permit the Leverage Ratio
as determined at any time after the fiscal quarter ending March 31, 1998 to be
greater than 3.50:1.00.

11.2. INTEREST COVERAGE RATIO. The Borrowers will not permit the
Interest Coverage Ratio as determined at the end of any fiscal quarter to be
less than 3.25:1.00.

11.3. CONSOLIDATED TANGIBLE NET WORTH. The Borrowers will not permit
Consolidated Tangible Net Worth to be less than the sum of (a) 95% of
Consolidated Tangible Net Worth at September 30, 1997 plus, (b) on a cumulative
basis, 75% of positive Consolidated Net Income (which shall include, to the
extent deducted in calculating Consolidated Net Income, the aggregate amount of
the Rees Payments deducted for such period plus the charges to write-offs from
discontinued operations in fiscal year 1997) for each fiscal quarter beginning
with the fiscal quarter ended September 30, 1997, plus (c) 100% of the proceeds
of any Equity Issuance occurring after September 30, 1997, less (d) 100% of any
non-cash

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writedowns of goodwill and/or research and development associated with
Permitted Acquisitions.

11.4. PROFITABLE OPERATIONS. The Borrowers will not permit Consolidated
Net Income (and, to the extent not otherwise included in Consolidated Net
Income, the aggregate amount of non-cash writedowns of goodwill and/or research
and development associated with Permitted Acquisitions for such period of
determination) for any three fiscal quarters in any four consecutive four
quarter period to be less than $1.00.

12. CLOSING CONDITIONS.

The effectiveness of this Credit Agreement shall be subject to the
satisfaction of the conditions set forth in Section 12.1.1 (but only as it
relates to the Credit Agreement and the Revolving Credit Notes), 12.3 (but only
as to the Company), 12.4 (but only as to the Company) and 12.9(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 accept and/or purchase any
Bankers' Acceptances shall be subject to the satisfaction of all of the
following conditions precedent:

12.1. LOAN DOCUMENTS, ETC.

12.1.1. LOAN DOCUMENTS. 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.

12.1.2. ERICSSON GENERAL PURCHASE AGREEMENT. The Ericsson
General Purchase Agreement shall continue to be in full force and
effect. Each Bank shall have received a fully executed copy of each
such document.

12.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall
have received from the Borrowers 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.

12.3. CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by the Borrowers and each of their
Subsidiaries 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.

12.4. INCUMBENCY CERTIFICATE. Each of the Banks shall have received
from each of the Borrowers and each of their Subsidiaries executing any Loan
Document on the Closing Date an incumbency certificate, dated as of the Closing
Date, signed

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by a duly authorized officer of such Borrower or such Subsidiary, 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 Borrowers or
such Subsidiary, each of the Loan Documents to which such Borrower or such
Subsidiary is or is to become a party; (b) in the case of the Borrowers, 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.

12.5. 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.

12.6. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS. The Agent shall
have received from each of the Borrowers 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.

12.7. 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.

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

12.9. 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 Company and its
Subsidiaries;

(b) Debevoise & Plimpton, New York counsel to the Company and
its Subsidiaries; and

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12.10. 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 and FIUI pursuant to the Original Credit Agreement,
are to be paid to the Banks thereunder.

12.11. 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.

12.12. DESIGNATION OF SENIOR DEBT. The Agent shall have received
evidence that the Company has taken all necessary action under the Subordinated
Indenture to designate the Obligations as "Designated Senior Debt", including
the delivery by the Company of an officer's certificate setting forth such
designation to the Indenture Trustee, without prejudice to the status of this
Credit Agreement as constituting the "Credit Facility" referred to in the
Subordinated Indenture.

13. CONDITIONS TO ALL BORROWINGS.

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

13.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrowers and their 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.

13.2. 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 Bank to make such Revolving Credit
Loan or to participate in the issuance, extension or renewal of such Letter of
Credit or Bankers' Acceptance or in the reasonable opinion of the Agent would
make it illegal

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for the Agent to issue, extend or renew such Letter of Credit or to accept
and/or purchase any Bankers' Acceptance.

13.3. 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.

13.4. 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 reasonably 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.

13.5. 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 Borrowers satisfying any of their Obligations hereunder in full at such
time as such Obligations become due and payable pursuant to the terms hereof.

14. EVENTS OF DEFAULT; ACCELERATION; ETC.

14.1. 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 Borrowers 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 Borrowers 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 Borrowers shall fail to comply with any of their
covenants contained in Section 9.1, 9.3, 9.4, 9.5.1, 9.5.4, 9.12, 9.15,
9.16, 9.18, 10 or 11;

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(d) the Borrowers or any of their 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 14.1) for thirty (30) days after written notice of such failure
has been given to the Company by the Agent;

(e) any representation or warranty of any Borrower or any of
its 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 any material respect upon the date when made or deemed to have
been made or repeated;

(f) any 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) any Borrower or any of its 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 such Borrower or any of
its Subsidiaries or of any substantial part of the assets of such
Borrower or any of its Subsidiaries or shall commence any case or other
proceeding relating to such Borrower or any of its 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 such Borrower or any of its Subsidiaries and such
Borrower or any of its 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 any Borrower or any
of its 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 any Borrower or any Subsidiary of any Borrower in
an involuntary case under federal bankruptcy laws as now or hereafter
constituted;

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(i) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any
final judgment against any Borrower or any of its Subsidiaries that,
with other outstanding final judgments, undischarged, against such
Borrower or any of its Subsidiaries exceeds in the aggregate
$5,000,000;

(j) the holders of all or any part of the Subordinated Debt
shall accelerate the maturity of all or any part of the Subordinated
Debt or the Subordinated Debt shall be (or shall be required at such
time to be) prepaid, redeemed or repurchased in whole or in part; or
the Company shall be or become required under the Subordinated
Indenture to prepay, redeem or repurchase (or shall be or become
required thereunder to offer to prepay, redeem or repurchase) all or
any part of the Subordinated Debt;

(k) 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, 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 Borrowers
or any of their 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;

(l) any Borrower or any ERISA Affiliate incurs any liability
to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA
in an aggregate amount exceeding $500,000; any Borrower or any ERISA
Affiliate is assessed withdrawal liability pursuant to Title IV of
ERISA by a Multiemployer Plan requiring aggregate annual payments
exceeding $500,000, or any of the following occurs with respect to a
Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to
make a required installment or other payment (within the meaning of
Section 302(f)(1) of ERISA), provided the Agent determines in its
reasonable discretion that such event (A) could be expected to result
in liability of a Borrower to the PBGC or the Plan in an aggregate
amount exceeding $500,000 and (B) could constitute grounds for the
termination of such Plan by the PBGC, for the appointment by the
appropriate United States District Court of a trustee to administer
such Plan or for the imposition of a lien in favor of the Guaranteed
Pension Plan; (ii) the appointment by a United States District Court of
a trustee to administer such Plan; or (iii) the institution by the PBGC
of proceedings to terminate such Plan;

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(m) any 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;

(n) there shall occur any material damage to, or loss, theft
or destruction of, any Collateral, whether or not insured, or any
strike, lockout, labor dispute, embargo, condemnation, act of God or
public enemy, or other casualty, which in any such case causes, for
more than fifteen (15) consecutive days, the cessation or substantial
curtailment of revenue producing activities at any facility of any
Borrower or any of its Subsidiaries if such event or circumstance is
not covered by business interruption insurance and would have a
Material Adverse Effect;

(o) there shall occur the loss, suspension or revocation of,
or failure to renew, any license or permit now held or hereafter
acquired by any Borrower or any of its Subsidiaries if such loss,
suspension, revocation or failure to renew would have a Material
Adverse Effect;

(p) any Borrowers or any of its Subsidiaries shall be indicted
for a state or federal crime, or any civil or criminal action shall
otherwise have been brought against such Borrower or any of its
Subsidiaries, a punishment for which in any such case could include the
forfeiture of any assets of such Borrower which could reasonably be
likely to have a Material Adverse Effect; or

(q) (i) except for directors' qualifying shares in
jurisdictions where such qualifying shares are required, (i) the
Company shall at any time, legally or beneficially own less than one
hundred percent of the capital stock of FIUI, 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

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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 Chao Yi 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 Chao Yi 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;

(r) a "Change of Control" as such term is defined in the
Subordinated Indenture or any similar agreement governing any other
Subordinated Debt occurs, or any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) shall have acquired beneficial ownership (within the meaning
of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act) of fifty percent (50%) or more of the outstanding
shares of common stock of the Company; or, during any period of twelve
consecutive calendar months, individuals who were directors of the
Company on the first day of such period shall cease to constitute a
majority of the board of directors of the Company (except to the extent
that individuals who at the beginning of such twelve month period were
replaced by individuals elected by a majority of the remaining members
of the board of directors of the Company or nominated for election by a
majority of the remaining members of the board of directors of the
Company);

(s) Ericsson takes any action pursuant to Section M of the
Ericsson General Purchase Agreement; or

(s) any default or event of default occurs under the FIUI
Guaranty.

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 Company 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 Section Section 14.1(g) or 14.1(h),
all such amounts shall become immediately due and payable automatically and
without any requirement of notice from the Agent or any Bank.

14.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Section 14.1(g) or Section 14.1(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 Borrowers and the Agent shall be relieved of all further obligations to
issue, extend or renew Letters of Credit

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and to accept and/or purchase Bankers' Acceptances from the Borrowers. 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
Company, 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 Borrowers or any of their Subsidiaries of any of the Obligations.

14.3. 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 Loans pursuant to Section 14.1, 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 Participation is intended
to be exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute or any other provision
of law.

14.4. 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 14.4 called the "first currency") into
any other currency (hereinafter in this Section 14.4 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 Borrowers 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

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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 Borrowers hereby jointly and severally agree 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
Borrowers 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 Borrowers shall not be entitled
to require any proof or evidence of any actual loss. The covenant contained in
this Section 14.4 shall survive the payment in full of all of the other
obligations of the Borrowers under this Credit Agreement.

14.5. 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 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 FIUI Obligations guaranteed
by the Borrowers 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
FIUI Obligations guaranteed by the Borrowers 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;

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(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
Borrowers or to such other Persons as are entitled thereto.

15. 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 any Borrower and any securities or other property of any 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 such 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 any 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 any 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 such
Borrower at law or in equity or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings, or 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.

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16. THE AGENT.

16.1. 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.

16.2. 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 Borrowers.

16.3. 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

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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.

16.4. NO REPRESENTATIONS. The Agent shall not be responsible for the
execution or validity or enforceability of this Credit Agreement, the Revolving
Credit Notes, the Bankers' Acceptances, the Letters of Credit, 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 Borrowers or any of their 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 Borrowers or any of their Subsidiaries. The Agent shall not be
bound to ascertain whether any notice, consent, waiver or request delivered to
it by any 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 any 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.

16.5. PAYMENTS.

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

16.5.2. 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

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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.

16.5.3. 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 Revolving Credit Loan or to purchase any Letter
of Credit Participation or (b) to comply with the provisions of Section
15 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 any 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.

16.6. 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
Participation 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.

16.7. 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 any Borrower as required by Section 17), and liabilities of
every nature and character arising out of or related to this Credit Agreement,
the Revolving Credit

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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.

16.8. 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' Acceptance Participation, as it would have were it
not also the Agent.

16.9. RESIGNATION. The Agent may resign at any time by giving sixty
(60) days prior written notice thereof to the Banks and the Company. 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 Company. 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.

16.10. 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 16.10 it shall promptly notify the
other Banks of the existence of such Default or Event of Default.

17. EXPENSES.

The Borrowers jointly and severally agree 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 20.8 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 Borrowers 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

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with the preparation, syndication, administration or interpretation (with the
Borrowers' obligation to pay such expenses relating to interpretation being
subject, only prior to the occurrence and continuation of a Default or an 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 reasonable 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 Borrowers or any of their 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 Borrowers or any of their
Subsidiaries; provided however, in connection with any litigation by the
Borrowers 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 Borrowers for any expenses paid by the Borrowers 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 17 shall survive payment or satisfaction of all other
Obligations.

18. INDEMNIFICATION.

The Borrowers jointly and severally agree 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 Borrowers or any of their Subsidiaries of
the proceeds of any of the Revolving Credit Loans or Letters of Credit or
Bankers' Acceptances, (b) the Borrowers or any of their Subsidiaries entering
into or performing this Credit Agreement or any of the other Loan Documents or
(c) with respect to the Borrowers and their 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

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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 primarily from the gross negligence or willful
misconduct of the party or parties 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 Borrowers
under this Section 18 are unenforceable for any reason, the Borrowers hereby
jointly and severally agree 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 18 shall survive payment or satisfaction in
full of all other Obligations.

19. 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 any 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' Acceptances, 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. 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
any Borrower or any of its Subsidiaries pursuant hereto or in connection with
the transactions contemplated hereby shall constitute representations and
warranties by such Borrower or such Subsidiary hereunder.

20. ASSIGNMENT AND PARTICIPATION.

20.1. 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'

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Acceptances); provided that (a) each of the Agent and, unless
an Event of Default shall have occurred and be continuing, the Company shall
have given its prior written consent to such assignment, which consent, in the
case of the Company, 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 FIUI 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 F 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 20.3, be released from its obligations
under this Credit Agreement.

20.2. 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 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 Borrowers and their Subsidiaries or any other Person primarily or
secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrowers and their 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;

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(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.

20.3. 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 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 (including Bankers' Acceptance Participations) 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 Borrowers, 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
Borrowers 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.

20.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Revolving Credit

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<PAGE> 121

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
Company and the Banks (other than the assigning Bank). Within five (5) Business
Days after receipt of such notice, the Borrowers, at their 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 Borrowers.

20.5. 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 Borrowers 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.

20.6. DISCLOSURE. The Borrowers agree that in addition to disclosures
made in accordance with Section 29 hereof, any Bank may disclose information
obtained by such Bank 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.

20.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any
assignee Bank is an Affiliate of any 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

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<PAGE> 122

purposes of making requests to the Agent pursuant to Section 14.1 or Section
14.2, and the determination of the Majority Banks shall for all purposes of this
Credit 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 or Reimbursement
Obligations or Bankers' Acceptances to a participant, and such participant is a
Borrower or an Affiliate of any 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 14.1 or Section
14.2 to the extent that such participation is beneficially owned by any Borrower
or any Affiliate of any Borrower, and the determination of the Majority Banks
shall for all purposes of this Credit 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.

20.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall
retain its rights to be indemnified pursuant to Section 17 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 Company 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 Company and with the consent of the Company 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 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.

20.9. ASSIGNMENT BY BORROWERS. The Borrowers shall not assign or
transfer any of their rights or obligations under any of the Loan Documents
without the prior written consent of each of the Banks, provided that the
Company shall be permitted to transfer all of its rights and obligations to
another branch of the Company located in another jurisdiction with the consent
of the Agent and the Majority Banks.

21. 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

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<PAGE> 123

Agreement or the Revolving Credit Notes, Bankers' Acceptances 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 any Borrower, at Room 908 Dominion center, 43-59
Queens Road East, Wanchai, Hong Kong, Attention: Chief Financial
Officer, with a copy to 2090 Fortune Drive, San Jose, California, 95131
Attention: Senior Vice President - Finance & Administration, or at such
other address for notice as the Borrowers shall last have furnished in
writing to the Person giving the notice;

(b) if to the Agent, at 100 Federal Street, Boston,
Massachusetts 02110, USA, Attention: High Technology Division, with a
copy to 435 Tasso Street, Suite 250, Palo Alto, California 94301,
Attention: Lee A. Merkle-Raymond, 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.

22. 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). EACH OF THE BORROWERS AGREES THAT ANY SUIT FOR THE
ENFORCEMENT 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 SUCH BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 21. EACH 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.

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<PAGE> 124

23. HEADINGS.

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

24. COUNTERPARTS.

25. ENTIRE AGREEMENT, ETC.

26. WAIVER OF JURY TRIAL.

Each 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 Revolving Credit 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, each 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. Each 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 and the
Subordinated Debt Documents to which it is a party by, among other things, the
waivers and certifications contained herein.

27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

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<PAGE> 125

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
Company 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 27, and the amount of commitment fee, the Acceptance
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; the amount of the Agent's Fee or any Letter of Credit Fees
payable for the Agent's account and Section 16 may not be amended without the
written consent of the Agent; the provisions of Section 2.10 shall be permitted
to be amended with the consent of the Agent, the Fronting Bank and any Bank
affected thereby, and, if affected thereby, the Borrower; and any provisions
relating to the Fronting Bank may not be amended without the written consent of
the Fronting Bank. 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 Borrowers shall entitle the Borrowers to other or further
notice or demand in similar or other circumstances.

28. SEVERABILITY.

29. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

29.1. SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY. The Borrowers
acknowledge that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrowers or one or more of
their Subsidiaries, in connection with this Credit Agreement or otherwise, by a
Section 20 Subsidiary. The Company, 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 Company
or any of its 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
Company 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

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<PAGE> 126
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.

29.2. 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 Company 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 29, (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 29.1 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 20.6.

29.3. 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 Company 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 Company to seek a protective order or to take any other appropriate action.

29.4. 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 Company or any of its Subsidiaries. The obligations of each Bank under this
Section 29 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 Company 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.

30. HONG KONG BRANCH; FULL RECOURSE OBLIGATIONS. Notwithstanding
anything to the contrary contained herein, but subject to Section 20.9, all
Revolving Credit Loans shall be made to the Company at its Hong Kong branch, and
all payments of principal and interest by the Company with respect to the
Revolving Credit Loans will be made by the Company through its Hong Kong branch,
provided, however, that notwithstanding the foregoing, the Company

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<PAGE> 127

acknowledges that the Obligations hereunder are full recourse to Flextronics
International Ltd. and are in no manner limited to any extent to any branch
thereof and shall in no manner impair the Agent's or any Bank's ability to
collect any Obligation from the Company.

31. CURRENCY ADJUSTMENTS.

To the extent that any limitation set forth in any covenant or pursuant
to Section 14 hereof is expressed in Dollars but is incurred in a currency other
than Dollars, and, as a result of currency fluctuations the amount of such
Indebtedness exceeds the amounts permitted hereunder by more than five percent
(5%) (after giving effect to any related hedge arrangement), the Borrowers shall
have two (2) Business Days to cause the amounts to be reduced to an amount which
would not violate the terms and conditions of this Credit Agreement.

32. TRANSITIONAL ARRANGEMENTS.

32.1. 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 32. 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.

32.2. 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.

32.3. 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 Borrowers to the Agent for the account of the Banks, in
accordance with Section 2.2.

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<PAGE> 128

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 LTD.

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

BANKBOSTON, N.A., individually and
as Agent

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

BANKBOSTON, N.A. acting through its
Nassau branch, as Fronting Bank

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

ABN AMRO BANK N.V.

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

THE BANK OF NOVA SCOTIA

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

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<PAGE> 129

BANQUE NATIONALE DE PARIS, SAN
FRANCISCO BRANCH

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

BANQUE PARIBAS

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

COMERICA BANK

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

THE INDUSTRIAL BANIMITED

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

SUMITOMO BANK OF CALIFORNIA

B
-------------------------------------
Name:
Title:

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<PAGE> 130
AMENDED AND RESTATED REVOLVING CREDIT NOTE

$__________________ as of January 14, 1998

FOR VALUE RECEIVED, the undersigned FLEXTRONICS INTERNATIONAL LTD., 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 Error! Reference source not found." \@
"MMMM d, yyyy" \* charformat 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.

<PAGE> 131

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.

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 SS.21 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH

-2-
<PAGE> 132

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-

<PAGE> 133

[Corporate Seal]

FLEXTRONICS INTERNATIONAL LTD.

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

-4-

<PAGE> 134

Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
- ---- ------- ---------- ------ --------
<S> <C> <C> <C> <C>

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

- -------- ---------------- ---------------- --------------- -------------
</TABLE>

<PAGE> 135
EXHIBIT B

FORM OF LOAN REQUEST

FLEXTRONICS INTERNATIONAL LTD.
[INSERT ADDRESS]
[Insert Date of Request]

BostonBank, N.A., as Agent
100 Federal Street
Boston, Massachusetts 02110

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 and such Revolving Credit Loan be
denominated in _______________. This Loan Request constitutes a certification
that the conditions precedent set forth in [Section [12] and]** Section [13] of
the Credit Agreement to the making of the Revoloving Credit Loans requested
hereby have been satisfied as of the date hereof.]

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 LTD.

By:
Title:

**denotes language to be included only in the request for the initial Revolving
Credit Loans.
<PAGE> 136

EXHIBIT C

ELECTION TO BECOME A BORROWING SUBSIDIARY

[Date]

BankBoston, N.A., as Agent
100 Federal Street
Boston, Massachusetts 02110
Attn: High Technology Division

Ladies and Gentlemen:

Reference is hereby 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 Ltd. (the
"Company"), BankBoston, N.A., a national banking association, as agent
(hereinafter, in such capacity, the "Agent") for itself and other lending
institutions (hereinafter, collectively, the "Banks") which are, or may in the
future become, parties to the Credit Agreement, and the Banks. Capitalized terms
used herein without definition shall have the same meanings herein as in Section
1 of the Credit Agreement.

The undersigned, [name of Borrowing Subsidiary], a [jurisdiction of
incorporation] corporation, hereby desires to be a Borrowing Subsidiary for
purposes of (and bound by) the Credit Agreement, effective from the date hereof.
The undersigned hereby represents and warrants to, and covenants and agrees
with, the Agent and the Banks as follows:

(1) the representations and warranties set forth in Section 8 of
the Credit Agreement are true and correct in all material
respects as to the undersigned as of the date hereof, except
to the extent of 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;

(2) neither the Borrowing Subsidiary nor any of its Subsidiaries
is required by the laws of any jurisdiction to make any
deduction or withholding of any nature whatsoever from any
payment to any Bank or the Agent to be made by the Borrowing
Subsidiary or any Subsidiary under the Credit Agreement or
under any of the other Loan Documents;

<PAGE> 137

(3) simultaneously with the execution and delivery of this notice
of election to become a Borrowing Subsidiary, the undersigned
shall execute and deliver to the Agent, for each of the Banks,
a Revolving Credit Note in substantially the forms of Exhibit
A to the Credit Agreement;

(4) simultaneously with the execution and delivery of this notice
of election to become a Borrowing Subsidiary, the undersigned
shall cause copies of all applicable documents required by
Section Section 12.1.1, 12.2-12.11 of the Credit Agreement to
be delivered to the Agent for or with respect to the
undersigned, as if the undersigned were an initial signatory
party to the Credit Agreement as of the Closing Date;

(5) the undersigned hereby agrees to perform all of the
obligations of a Borrower under, and to be bound in all
respects by the terms of, the Credit Agreement applicable to a
Borrower party thereto, including without limitation the
absolute and unconditional joint and several liability for,
and promise to pay and perform all of the Obligations owing
from time to time to the Banks and the Agent as provided in
the Loan Documents; and

(6) without limitation of the generality of the foregoing, the
undersigned hereby consents to the grant of jurisdiction
contained in Section 22 of the Credit Agreement, as if the
undersigned were an initial signatory party thereto.

The address to which all notices of the undersigned under Section 21 of
the Credit Agreement should be directed is: [address]. This instrument shall be
governed by and construed in accordance with the laws of the State of New York.

[Borrowing Subsidiary]

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

-2-

<PAGE> 138

The undersigned hereby consents to [Borrowing Subsidiary] becoming a
Borrowing Subsidiary and confirms that [name of Borrowing Subsidiary] may hereby
become a Borrowing Subsidiary for purposes of the Credit Agreement described
above.

FLEXTRONICS INTERNATIONAL LTD.

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

The undersigned hereby consents to [Borrowing Subsidiary] becoming a
Borrowing Subsidiary under the Credit Agreement.

BANKBOSTON, N.A., as Agent

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

Receipt of this election to become a Borrower from [Borrowing
Subsidiary] is hereby acknowledged on and as of the date set forth above, and
shall become effective upon the execution and delivery to the Agent of this
notice of election signed by such Person and by Flextronics International Ltd.,
together with the items specified in paragraphs 3 and 4 above, and the execution
and delivery to the Agent of the foregoing consent of the Agent to [Borrowing
Subsidiary] becoming a Borrowing Subsidiary.

BANKBOSTON, N.A., as Agent

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

-3-
<PAGE> 139
EXHIBIT D

FORM OF
BANKERS' ACCEPTANCE NOTICE

Date: [____________]

BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110

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 Ltd. (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 Section 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' Acceptance 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.

<PAGE> 140

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 12 and 13 of the
Credit Agreement have been satisfied with respect to the Proposed Borrowing.

Very truly yours,

FLEXTRONICS INTERNATIONAL LTD.

By: _________________________
Name:
Title:

-2-

<PAGE> 141
EXHIBIT E

FORM OF
COMPLIANCE CERTIFICATE

[Date]

BankBoston, N.A., as Agent
and the Banks referred to below
100 Federal Street
Boston, MA 02110

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.

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

<PAGE> 142

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-

<PAGE> 143

COMPLIANCE CERTIFICATE WORKSHEET

FLEXTRONICS INTERNATIONAL LTD.

As of ______________

Section Calculation

11.1 LEVERAGE RATIO.

A.TOTAL 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 Rees 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)

<PAGE> 144

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)

-2-
<PAGE> 145

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)): $___________

(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)): $___________

(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: $___________

<PAGE> 146

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)): $__________

(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: $__________

-2-

<PAGE> 147
EXHIBIT F

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 LTD., 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

<PAGE> 148

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:
<TABLE>
<CAPTION>

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

<S> <C>
Assignor $________________
Assignee $________________
</TABLE>

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 Section Section 8.4 and 9.4 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.

-2-

<PAGE> 149

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 18 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.

-3-

<PAGE> 150

[ASSIGNOR]

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

[ASSIGNEE]

By:
----------------------------------------
Title:
CONSENTED TO:

FLEXTRONICS
INTERNATIONAL LTD.

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

BANKBOSTON, N.A., as Agent

By:
----------------------------------------
Title:
-4-

<PAGE> 1

EXHIBIT 11.1

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Unaudited)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
-------------------
1997 1996
------- -------
(IN THOUSANDS,
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Weighted average Ordinary Shares issued and
outstanding(1)......................................... 18,824 16,226
Ordinary Shares due to Astron(2)......................... 537 566
------- -------
Weighted average Ordinary Shares (basic)................. 19,361 16,792
------- -------
Ordinary Shares equivalents - stock options(3)........... 1,018 --
------- -------
Weighted average Ordinary Shares and equivalents
(diluted).............................................. 20,379 16,792
======= =======
Net income (loss)........................................ $ 5,941 $ (223)
======= =======
Basic net income (loss) per share:....................... $ 0.31 $ (0.01)
======= =======
Diluted net income (loss) per share:..................... $ 0.29 $ (0.01)
======= =======
</TABLE>

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

(1) Ordinary Shares issued and outstanding -- based on the weighted average
method.

(2) Ordinary Shares due to Astron in June 1998.

(3) Stock options -- based on the treasury stock method using average market
price for the three month period ending December 31, 1997 and 1996.

<PAGE> 1

EXHIBIT 11.2

FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES

STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(Unaudited)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
DECEMBER 31,
-------------------
1997 1996
------- -------
(IN THOUSANDS,
EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Weighted average Ordinary Shares issued and
outstanding(1)......................................... 17,305 16,141
Ordinary Shares due to Astron(2)......................... 537 565
------- -------
Weighted average Ordinary Shares (basic)................. 17,842 16,706
------- -------
Ordinary Shares equivalents - stock options(3)........... 789 652
------- -------
Weighted average Ordinary Shares and equivalents
(diluted).............................................. 18,631 17,358
======= =======
Net income............................................... $19,109 $10,819
======= =======
Basic net income per share:.............................. $ 1.07 $ 0.65
======= =======
Diluted net income per share:............................ $ 1.03 $ 0.62
======= =======
</TABLE>

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

(1) Ordinary Shares issued and outstanding -- based on the weighted average
method.

(2) Ordinary Shares due to Astron in June 1998.

(3) Stock options -- based on the treasury stock method using average market
price for the nine month period ending December 31, 1997 and 1996.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE THREE MONTH PERIOD ENDING DECEMBER 31, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> SEP-30-1997
<PERIOD-END> DEC-31-1997
<CASH> 73,333
<SECURITIES> 0
<RECEIVABLES> 129,694
<ALLOWANCES> 7,081
<INVENTORY> 147,115
<CURRENT-ASSETS> 379,190
<PP&E> 273,307
<DEPRECIATION> 68,311
<TOTAL-ASSETS> 633,998
<CURRENT-LIABILITIES> 228,134
<BONDS> 150,000
0
0
<COMMON> 125
<OTHER-SE> 207,280
<TOTAL-LIABILITY-AND-EQUITY> 633,998
<SALES> 295,000
<TOTAL-REVENUES> 295,000
<CGS> 266,192
<TOTAL-COSTS> 280,916
<OTHER-EXPENSES> (97)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,887
<INCOME-PRETAX> 7,294
<INCOME-TAX> 1,197
<INCOME-CONTINUING> 5,941
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,941
<EPS-PRIMARY> 0
<EPS-DILUTED> 0.29

</TABLE>