Exhibit 10 (b)

                                                 EXECUTION COPY

                         REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement, dated as of July 1, 2000 by and
among (i) Burtek Systems, Inc., a Canadian corporation,
Richardson Electronics Canada, Ltd., a Canadian corporation
(each a "Canada-Borrower", and collectively, the "Canada-
Borrowers"); (ii) Richardson Electronics (Europe) Ltd., an
English limited liability company (the "UK-Borrower"); (iii)
RESA, SNC, a French partnership, Richardson Electronique SNC, a
French partnership, Richardson Electronics Iberica, S.A., a
Spanish corporation, Richardson Electronics GmbH, a German
limited liability company, Richardson Electronics Benelux B.V.,
a Dutch private limited liability company, (each a "Euro-
Borrower" and collectively, the "Euro-Borrowers") (the Canada-
Borrowers, the UK-Borrower, and the Euro-Borrowers are
collectively referred to as the "Borrowers"), the lenders from
time to time parties hereto (each, a "Lender" and collectively,
the "Lenders"), Bank One, N.A. London Branch as Eurocurrency
Agent (the "Eurocurrency Agent"), Bank One Canada, as Canada
Agent (the "Canada Agent") (the Eurocurrency Agent and the
Canada Agent are collectively referred to as the "Funding
Agents" and each individually a "Funding Agent"), and American
National Bank and Trust Company of Chicago, as administrative
agent (in such capacity, the "Administrative Agent") (the
"Agreement").

                                 RECITALS

WHEREAS, the Borrowers have requested the Lenders establish the
Facilities (as defined herein) to refinance certain existing
credit facilities among the Canada-Borrowers and certain of the
Lenders, to pay the fees of the Borrowers in connection with
this Agreement and for other general corporate purposes of the
Borrowers.

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

                                ARTICLE 1

                               DEFINITIONS
As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

"Acquisition(s)" means any transaction, or any series of related
transactions, consummated on or after the date of this
Agreement, by which any Borrower or any of such Borrower's
Subsidiaries (i) acquires any going concern business or all or
substantially all of the assets of any firm, corporation or
limited liability company, or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have
ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of
a contingency) or a majority (by percentage or voting power) of
the outstanding ownership interests of a partnership or limited
liability company.

"Advance" means a borrowing hereunder (or conversion or
continuation thereof) consisting of the aggregate amount of the
several Loans in the same Facility, the same Agreed Currency,
the same Type, and for the same Interest Period, made by the
Lenders on the same Borrowing Date (or date of conversion or
continuation).

"Affiliate" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control
with such Person. A Person shall be deemed to control another
Person if the controlling Person owns 10% or more of any class
of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the
power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.

"Administrative Agent" means American National Bank and Trust
Company of Chicago, in its capacity as contractual
representative of the Lenders pursuant to Article 10, and not in
its individual capacity as a Lender, and any successor
Administrative Agent appointed pursuant to Article 10.

"Agreed Currencies" means (i) so long as such currencies remain
Eligible Currencies, British Pounds Sterling, Canadian Dollars,
German Deutsche Marks, Dutch Guilders, French Francs, and
Spanish Pesetas; (ii) the Euro; and (iii) any other Eligible
Currency which a Borrower requests the relevant Funding Agent to
include as an Agreed Currency hereunder and which is acceptable
to all of the Lenders.  For the purposes of this definition,
each of the specific currencies referred to in clause (i) above
shall mean and be deemed to refer to the lawful currency of the
jurisdiction referred to in connection with such currency, e.g.,
"British Pounds Sterling" means the lawful currency of the
United Kingdom.
"Agreement" means this Revolving Credit Agreement, as it may be
amended or modified and in effect from time to time.

"Agreement Accounting Principles" means generally accepted
accounting principles as in effect from time to time, applied in
a manner consistent with that used in preparing the financial
statements required to be delivered pursuant to the Guaranty.

"Aggregate Canada Facility Commitment" means the aggregate of
the Commitments of the Canada Lenders under the Canada Facility.

"Aggregate Commitment" means the aggregate of the Commitments of
all the Lenders  under all Facilities, as reduced from time to
time pursuant to the terms hereof.

"Aggregate Euro Facility Commitment" means the aggregate of the
Commitments of the Lenders under the Euro Facility.

"Aggregate UK Facility Commitment" means the aggregate of the
Commitments of the Lenders under the UK Facility.

"Aggregate Total Outstandings" means as of any date of
determination with respect to any Facility, an amount equal to
the total outstanding principal amount of Loans under such
Facility.

"ANB" means American National Bank and Trust Company of Chicago,
in its individual capacity, and its successors.

"Applicable Margin" means, with respect to Advances of any Type
at any time, the percentage rate per annum which is applicable
at such time with respect to Advances of such Type as set forth
in the Pricing Schedule.

"Arranger" means Banc One Capital Markets, Inc., a Delaware
corporation, and its successors.

"Article" means an article of this Agreement unless another
document is specifically referenced.

"Authorized Officer" means any of the Chairman, President,
Executive Vice President, Vice President, and Chief Financial
Officer, Secretary and Treasurer or any other senior officer of
any Borrower, acting singly.

"BA Interest Date" means the last day of each BA Interest
Period.

"BA Interest Period" means, with respect to a BA Rate Advance,
the term of days as selected by a Canada-Borrower in accordance
with Section 2.7.2, commencing on the Borrowing Date or
Conversion Date, as applicable, of such BA Rate Advance and
expiring on a Business Day, which term shall not be less than 30
days or more than 180 days thereafter, in each case subject to
availability.

"BA Rate" means, in respect of any BA Rate Advance, the sum of
(i) annual rate of interest which is the rate determined as
being the rate of the Canada Agent's Lending Installation
applicable to Canadian Dollar bankers' acceptances for the
applicable BA Interest Period, and (ii) the Applicable Margin.

"BA Rate Advance" means any Advance denominated in Canadian
Dollars and bearing interest at the BA Rate.

"Borrower" has the meaning specified in the preamble.

"Borrowing Date" means a date on which an Advance is made
hereunder.

"Borrowing Notice" is defined in Section 2.6.

"British Pounds Sterling" or "GBP" means the lawful currency of
the United Kingdom.

"Business Day" means (i) with respect to any borrowing, payment
or rate selection of Advances, a day (other than a Saturday or
Sunday) on which banks generally are open in London, Chicago,
New York, Toronto, Ontario in respect of the Canada Facility and
in the city of any relevant Lending Installation for the conduct
of substantially all of their commercial lending activities and
on which dealings in the applicable Agreed Currency are carried
on in the London interbank market (and if the Advances which are
the subject of such borrowing, payment or rate selection are
denominated in Euro or any National Currency Unit, a day upon
which such clearing system (as determined by the Eurocurrency
Agent to be suitable for clearing or settlement of the Euro) is
open for business) and (ii) for all other purposes, a day (other
than a Saturday or Sunday) on which banks generally are open in
London, Chicago and New York for the conduct of substantially
all of their commercial lending activities.

"Canada-Borrower" has the meaning specified in the preamble.

"Canada Facility" means the revolving loans denominated in
Canadian Dollars and made available by the Canada Lenders to the
Canada-Borrowers pursuant to the terms hereof.

"Canada Facility Commitment" means, for each Canada Lender, the
obligation of such Canada Lender to make Loans not exceeding the
principal amount set forth opposite its signature below with
respect to Canadian Dollars or as set forth in any Notice of
Assignment relating to any assignment that has become effective
pursuant to Section 12.3.2, as such amount may be modified from
time to time pursuant to the terms hereof.

"Canada Lenders" shall mean such of the Lenders having
Commitments to lend in Canadian Dollars as set forth on the
signature pages hereto.

"Canadian Dollars" or "CAD" means the lawful currency of Canada.

"Capitalized Lease" of a Person means any lease of Property by
such Person as lessee which would be capitalized on a balance
sheet of such Person prepared in accordance with Agreement
Accounting Principles.

"Capitalized Lease Obligations" of a Person means the amount of
the obligations of such Person under Capitalized Leases which
would be shown as a liability on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

"Cash Equivalent Investments" means (i) short-term obligations
of, or fully guaranteed by, the United States of America, (ii)
commercial paper rated A-1 or better by S&P or P-1or better by
Moody's, (iii) demand deposit accounts maintained in the
ordinary course of business, (iv) certificates of deposit issued
by and time deposits with commercial banks (whether domestic or
foreign) having capital and surplus in excess of $100,000,000;
or (v) any additional investment as may be approved in writing
by the Administrative Agent, provided in each case that the same
provides for payment of both principal and interest (and not
principal alone or interest alone) and is not subject to any
contingency regarding the payment of principal or interest.

"Cash Flow" means, as at date of determination thereof the sum
of Net Income, Interest Expense, income taxes, depreciation and
amortization in each case calculated as at such date of
determination for the Guarantor and its Subsidiaries on a
consolidated basis in accordance with Agreement Accounting
Principles.  Neither cash nor non-cash charges reflecting
extraordinary terms, unusual items, or one time charges will be
added back for the purpose of Cash Flow calculation.

"Change in Control" means (i) with respect to the Guarantor,
Edward J. Richardson shall cease to own (beneficially or of
record), free and clear of any prohibition or restriction on the
transfer or exercise of any voting rights in respect thereof
other than such restrictions in favor of the Administrative
Agent and/or the Lenders, in the aggregate at least the minimum
number of outstanding shares of voting stock of the Guarantor
required to elect a majority of the Guarantor's Board of
Directors and control any amendment of the Guarantor's bylaws in
an election in which all outstanding shares entitled to vote are
in fact voted; or (ii) with respect to any Borrower, the failure
of the Guarantor to own, directly or indirectly through one or
more Subsidiaries, free and clear of all Liens or other
encumbrances sufficient shares of voting stock of such Borrower
on a fully diluted basis required to elect a majority of the
applicable Borrower's Board of Directors and control any
amendment of such Borrower's bylaws in an election in which all
outstanding shares entitled to vote are in fact voted.

"Code" means the Internal Revenue Code of 1986, as amended,
reformed or otherwise modified from time to time.

"Commitment" means, for each Lender, the obligation of such
Lender to make Loans (whether under the Canada Facility, the
Euro Facility or the UK Facility) not exceeding in the aggregate
the amount set forth opposite its signature below for each of
the Canada Facility, the Euro Facility of the UK Facility or as
set forth in any Notice of Assignment relating to any assignment
that has become effective pursuant to Section 12.3.2, as such
amount may be modified from time to time pursuant to the terms
hereof.

"Computation Date" means the day upon or as of which the
Administrative Agent determines Dollar Amounts or Euro Amounts
with respect to an Advance as such day is elected by the
Administrative Agent in its discretion or upon instruction by
the Required Lenders.

"Consolidated Funded Indebtedness" means at any time the
aggregate Dollar Amount of Consolidated Indebtedness which has
actually been funded and is outstanding at such time, whether or
not such amount is due or payable at such time.
"Consolidated Indebtedness" means at any time the Indebtedness
of the Guarantor and its Subsidiaries calculated on a
consolidated basis as of such time.

"Contingent Obligation" of a Person means, without duplication,
any agreement, undertaking or arrangement by which such Person
assumes, guarantees, endorses, contingently agrees to purchase
or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any
other Person, or agrees to maintain the net worth or working
capital or other financial condition of any other Person, or
otherwise assures any creditor of such other Person against
loss, including, without limitation, any comfort letter,
operating agreement, take-or-pay contract or application or
reimbursement agreement for a letter of credit but excluding any
endorsement of instruments for deposit or collection in the
ordinary course of business.

"Continuation Notice" is defined in Section 2.7.1.

"Conversion Date" means the date on which the relevant Funding
Agent has been notified by a Borrower as being the date on which
such Borrower has elected to convert an Advance or a portion of
an Advance pursuant to Section 2.7.3.

"Conversion Notice" is defined in Section 2.7.3.

"Default" means an event described in Article 7.

"Documents" means this Agreement, any Notes issued pursuant to
Section 2.13, and the Guaranty.

"Dollar Amount" of any currency at any date shall mean (i) the
amount of such currency if such currency is Dollars or (ii) the
Equivalent Amount of Dollars if such currency is any currency
other than Dollars, calculated on the basis of the arithmetical
mean of the buy and sell spot rates of exchange of the Lending
Installation of the relevant Funding Agent for such currency on
the London market at 11:00 a.m., London time, on or as of the
most recent Computation Date.

"Dollars" and "$" shall mean the lawful currency of the United
States of America.

"Dutch Guilders" means the lawful currency of the Netherlands.

"Eligible Currency" means any currency other than Dollars (i)
that is readily available, (ii) that is freely traded, (iii) in
which deposits are customarily offered to banks in the London
interbank market, (iv) which is convertible into Dollars in the
international interbank market and (v) as to which an Equivalent
Amount may be readily calculated.

"Environmental Laws" means any and all federal, state,
provincial, local and foreign statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental
restrictions relating to (i) the protection of the environment,
(ii) the effect of the environment on human health, (iii)
emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into air, surface water, ground
water or land, or (iv) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, hazardous substances or
wastes or the clean-up or other remediation thereof.
"Equivalent Amount" of any currency at any date shall mean the
equivalent amount of any other currency, calculated on the basis
of the arithmetic mean of the buy and sell spot rates of
exchange of the Lending Installation of the Administrative Agent
for such other currency at 11:00 a.m., London time, on the date
on or as of which such amount is to be determined.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any rule or regulation
issued thereunder.
"Euro" and/or "EUR" means the euro referred to in Council
Regulation (EC) No.  1103/97 dated June 17, 1997 passed by the
Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that
participate in the third stage of Economic and Monetary Union.

"Euro Amount" of any currency at any date shall mean (i) the
amount of such
currency if such currency is Euro or (ii) the Equivalent Amount
of Euro if such currency is any currency other than Euro,
calculated on the basis of the arithmetic mean of the buy and
sell spot rates of exchange of the Lending Installation of the
Eurocurrency Agent for such currency on the London market at
11:00 a.m., London time, on or as of the most recent Computation
Date.

"Euro-Borrower" has the meaning specified in the preamble.

"Euro Facility" means the revolving loans denominated in Euro or
any National Currency Unit constituting an Agreed Currency and
made available by the Euro Lenders to the Euro-Borrowers
pursuant to the terms hereof.
"Euro Facility Commitment" means, for each Euro Lender, the
obligation of such Euro Lender to make Loans not exceeding in
the principal amount set forth opposite its signature below with
respect to Euro or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to
Section 12.3.2, as such amount may be modified from time to time
pursuant to the terms hereof.

"Euro Lenders" shall mean such of the Lenders having commitments
to lend in Euros as set forth on the signature pages hereto.

"Eurocurrency Advance" means any Advance bearing interest at the
applicable Eurocurrency Rate.

"Eurocurrency Base Rate" means, with respect to a Eurocurrency
Advance (excluding Advances made in CAD and GBP) for the
relevant Eurocurrency Interest Period, the applicable London
interbank offered rate for deposits in the applicable Agreed
Currency appearing on Telerate, Bloomberg, or Reuter screens as
of 11:00 a.m. (London time) displaying the average British
Bankers Association Interest Settlement Rate for the applicable
Agreed Currency (excluding CAD and GBP) two London Banking Days
prior to the first day of such Eurocurrency Interest Period.
With respect to an Advance made in GBP, the Eurocurrency Base
Rate means, for the relevant Eurocurrency Interest Period, the
applicable London interbank offered rate for deposits in GBP
appearing on Telerate, Bloomberg, or Reuter screens as of 11:00
a.m. (London time) displaying the average British Bankers
Association Interest Settlement Rate for GBP on the first day of
such Eurocurrency Interest Period. If such screen rates are
unavailable, the Eurocurrency Base Rate shall be determined by
the Eurocurrency Agent to be the rate reported to the
Eurocurrency Agent by the Reference Lender as the rate at which
such Reference Lender offers to place deposits in the applicable
Agreed Currency, in the case of applicable currencies other than
GBP, with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two London Banking Days
prior to the first day of such Eurocurrency Interest Period, and
in the case of GBP with first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) on
the first Business Day of such Eurocurrency Interest Period, in
each case the approximate amount of such Reference Lender's
relevant Loan and having a maturity equal to such Eurocurrency
Interest Period.

"Eurocurrency Interest Period" means, with respect to a
Eurocurrency Advance, a period of one, two, three or six months
commencing on a Business Day selected by any applicable Borrower
requesting such Advance pursuant to this Agreement. Such
Eurocurrency Interest Period shall end on the day which
corresponds numerically to such date one, two, three or six
months thereafter, provided, however, that if there is no such
numerically corresponding day in such next, second, third or
sixth succeeding month, such Eurocurrency Interest Period shall
end on the last Business Day of such next, second, third or
sixth succeeding month. If a Eurocurrency Interest Period would
otherwise end on a day which is not a Business Day, such
Eurocurrency Interest Period shall end on the next succeeding
Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Eurocurrency
Interest Period shall end on the immediately preceding Business
Day.

"Eurocurrency Rate" means, with respect to an Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the
Eurocurrency Base Rate applicable to such Interest Period,
divided by (b) one minus the Reserve Requirement (expressed as a
decimal) applicable to such Interest Period, plus (ii) the
Applicable Margin.

"Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and any Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the
jurisdiction under the laws of which such Lender or such Agent
is incorporated or organized or (ii) the jurisdiction in which
such Agent's or such Lender's principal executive office or such
Lender's applicable Lending Installation is located.

"Exhibit" refers to an exhibit to this Agreement, unless another
document is specifically referenced.
"Facilities" (each a "Facility") means, collectively, the Canada
Facility, the Euro Facility, and the UK Facility.
"Facility Termination Date" means 1 July 2004 or any earlier
date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.

"French Francs" means the lawful currency of the Republic of
France.

"Funding Agents" has the meaning specified in the preamble.

"German Deutsche Marks" means the lawful currency of Germany.

"Gross Up Event" means any of the events described in Sections
3.1 and 3.2 hereof.

"Guarantor" means Richardson Electronics, Ltd., a Delaware
corporation, and its successors and assigns.

"Guaranty" means that certain Guaranty dated as of the date
hereof executed by the Guarantor in favor of the Administrative
Agent, for the ratable benefit of the Lenders, as it may be
amended or modified and in effect from time to time.

"Indebtedness" of a Person means such Person's (i) obligations
for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts
payable arising in the ordinary course of such Person's business
payable on terms customary in the trade), (iii) obligations,
whether or not assumed, secured by Liens (except obligations
secured by Liens permitted under Section 6.14(viii)) or payable
out of the proceeds or production from Property now or hereafter
owned or acquired by such Person, (iv) obligations which are
evidenced by notes, acceptances, or other instruments, (v)
Capitalized Lease Obligations, (vii) Contingent Obligations,
(viii) Rate Hedging Obligations, (ix) Subordinated Debt and (x)
any other obligation for borrowed money or other financial
accommodation which in accordance with the Agreement Accounting
Principles would be shown as a liability on the consolidated
balance sheet of such Person.

"Interest Expense" means, with reference to any period, all
interest expense on Indebtedness of the Guarantor and its
Subsidiaries calculated for such period on a consolidated basis
in accordance with the Agreement Accounting Principles.

"Interest Period" means the Eurocurrency Interest Period or the
BA Interest Period, as the case may be.

"Investment" of a Person means any loan, advance (other than
commission, travel and similar advances to officers, employees
and sales agents made in the ordinary course of business),
extension of credit (other than accounts receivable arising in
the ordinary course of business on terms customary in the
trade), redemption or other repurchase of its capital stock, or
contribution of capital by such Person; stocks, bonds, mutual
funds, partnership interests, notes, debentures or other
securities owned by such Person; any deposit accounts and
certificate of deposit owned by such Person; and structured
notes, derivative financial instruments and other similar
instruments or contracts owned by such Person.

"Lenders" means the lending institutions listed on the signature
pages of this Agreement and their respective successors and
assigns.
"Lending Installation" means, with respect to a Lender or any
Agent, the office, branch, subsidiary or affiliate of such
Lender or such Agent with respect to each Agreed Currency listed
on Schedule 2 or otherwise selected by such Lender or such Agent
pursuant to Section 2.17.

"Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, filed financing statement, assignment,
encumbrance or preference, priority or other security agreement
or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or
lessor under any conditional sale, Capitalized Lease or other
title retention agreement).

"Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article 2 (or any conversion or continuation
thereof).
"London Banking Day" means a day (other than a Saturday or a
Sunday) on which banks generally are open in London for the
conduct of substantially all of their commercial lending
activities and on which dealings in the applicable Agreed
Currency are carried on in the London interbank market.

"Material Adverse Effect" means with respect to any Person, a
material adverse effect on (i) the business, Property, financial
condition or results of operations of such Person and its
Subsidiaries taken as a whole, (ii) the ability of such Person
to perform its obligations under the Documents to which it is a
party, or (iii) the validity or enforceability of any of the
Documents or the rights or remedies of the Administrative Agent,
the Funding Agents or the Lenders thereunder.

"Moody's" means Moody's Investors Service, Inc.

"National Currency Unit" means the unit of currency (other than
a Euro unit) of each member state of the European Union that
participates in the third stage of Economic and Monetary Union.

"Net Income" means, with reference to any period, the net income
(or loss), after provision of taxes, of the Guarantor and its
Subsidiaries calculated on a consolidated basis for such period
taken as a single accounting period but excluding any unrealized
losses and gains for such period resulting from mark-to-market
of Rate Hedging Agreements.

"Non-U.S. Lender" is defined in Section 3.5(iv).

"Note" means any promissory note issued at the request of a
Lender pursuant to Section 2.13 in the form of Exhibit A,
including any amendment, modification, renewal or replacement of
such promissory note.

"Notice of Assignment" is defined in Section 12.3.2.

"Obligations" means all unpaid principal of and accrued and
unpaid interest on the Loans, all accrued and unpaid fees and
all expenses, reimbursements, indemnities and other obligations
of each of the Borrowers to the Lenders or to any Lender, any
Agent or any indemnified party arising under the Documents.

"Other Taxes" is defined in Section 3.5(ii).

"Overnight Foreign Currency Rate" shall mean for any amount
payable in a currency other than U.S. Dollars, the rate of
interest per annum as determined by the relevant Funding Agent
(rounded upwards, if necessary, to the nearest whole multiple of
one-hundredth of one percent (1/100 of 1%)) at which overnight
or weekend deposits of the appropriate currency (or, if such
amount due remains unpaid more than three Business Days, then
for such other period of time not longer than six months as the
relevant Funding Agent may elect in its absolute discretion) for
delivery in immediately available and freely transferable funds
would be offered by the relevant Funding Agent to major banks in
the interbank market upon request of such major banks for the
applicable period as determined above and in an amount
comparable to the unpaid principal amount of the related Advance
(or, if the relevant Funding Agent is not placing deposits in
such currency in the interbank market, then the cost of funds to
the relevant Funding Agent, as applicable, in such currency for
such period).

"Pacific Rim Loans" means loans from ANB or its Affiliates to
certain of the Guarantor's Subsidiaries in Singapore and Japan
not exceeding Japanese Yen 300,000,000 and Singapore Dollars
3,400,000, respectively, in the aggregate at any one time
outstanding, or such other amounts, as agreed to from time to
time by ANB or its Affiliates with the consent of the Lenders
under the respective agreements evidencing such loans.

"Participants" is defined in Section 12.2.1.

"Payment Date" means the last Business Day of each month.

"Payment Office" of any Funding Agent shall mean, for each of
the Agreed Currencies, the office, branch, affiliate or
correspondent bank of such Agent specified as the "Payment
Office" for such currency in Schedule 1 hereto or such other
office, branch, affiliate or correspondent bank of such Agent as
it may from time to time specify to the Borrowers and each
Lender as its Payment Office.

"Percentage" shall have the meaning ascribed thereto in Section
2.3 hereof.

"Permitted Acquisition" means, at any time of determination, any
Acquisition by any Borrower or any of such Borrower's
Subsidiaries of a business or entity in substantially the same
field of enterprise as such Borrower or such Subsidiary with
respect to which each of the following requirements is then met:

(i) Such Acquisition has been approved and recommended by the
board of directors of the entity to be acquired.

(ii) Such Borrower or such Subsidiary shall have given the
Administrative Agent notice of such Acquisition within ten (10)
days prior to or following the consummation thereof.

(iii) The aggregate consideration (including, without
limitation, the purchase price therefor and any assumption of
debt (other than accounts payable and deferred revenue
obligations arising in the ordinary course of business)) for
such Acquisition plus all other Acquisitions and in each case
measured in respect of the Guarantor and its Subsidiaries, less
the amount of cash received by such Borrower or such Subsidiary
from the entities being acquired in connection with such
Acquisition and all other Acquisitions, does not exceed $15
million during the Guarantor's rolling four consecutive trailing
fiscal quarters on a consolidated basis.

(iv) Prior to and after giving effect to such Acquisition, no
Default or Unmatured Default shall exist.

"Person" means any natural person, corporation, firm, joint
venture, partnership, limited liability company, association,
enterprise, trust or other entity or organization, or any
government or political subdivision or any agency, department or
instrumentality thereof.

"Pricing Schedule" means the Schedule attached hereto identified
as such.

"Prime Advance" means any Advance which is denominated in
Canadian Dollars and bearing interest at the Prime Rate.

"Prime Rate" means the annual rate of interest in effect from
time to time equal to the greater of (i) the annual rate of
interest publicly announced from time to time by the Canada
Agent as being its reference rate then in effect for determining
interest rates on Canadian Dollar denominated commercial loans;
and (ii) the 30 day BA Rate plus 1.00%.  Any change in the Prime
Rate shall be effective on the date such change becomes
effective generally.

"Property" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or
other assets owned, leased or operated by such Person.

"Purchasers" is defined in Section 12.3.1.

"Rate Hedging Agreement" means an agreement, device or
arrangement providing for payments which are related to
fluctuations of interest rates, exchange rates or forward rates,
including, but not limited to, dollar-denominated or cross-
currency interest rate exchange agreements, forward currency
exchange agreements, interest rate cap or collar protection
agreements, forward rate currency or interest rate options, puts
and warrants.

"Rate Hedging Obligations" of a Person means any and all
obligations of such Person, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof
and substitutions therefor), under (i) any and all Rate Hedging
Agreements, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Hedging
Agreement.

"Reference Lender" means the relevant Funding Agent applicable
to any Advance.

"Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and
any successor thereto or other regulation or official
interpretation of said Board of Governors relating to reserve
requirements applicable to member banks of the Federal Reserve
System.

"Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and
any successor or other regulation or official interpretation of
said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks
applicable to member banks of the Federal Reserve System.
"Required Lenders" means Lenders in the aggregate having at
least 662/3% of the Dollar Amount of the Aggregate Commitment
or, if the Aggregate Commitment has been terminated, Lenders in
the aggregate holding at least 662/3% of the Dollar Amount of
the aggregate unpaid principal amount of the Aggregate Total
Outstandings, in respect of all Facilities.

"Reserve Requirement" means, with respect to an Interest Period,
the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed
under Regulation D or analogous regulations of the Bank of
England on Eurocurrency liabilities.

"Rollover Notice" is defined in Section 2.7.2.

"S&P" means Standard and Poor's Ratings Services, a division of
The McGraw Hill Companies, Inc.

"Senior Funded Debt" means the sum of all Indebtedness that (i)
is not Subordinated Debt and (ii) by its terms is or will become
interest bearing, including, but not limited to, Capitalized
Lease Obligations and the Obligations hereunder.

"Senior Funded Debt to Cash Flow Ratio" means, with respect to
the Guarantor, as of any date of calculation, the ratio of (i)
Consolidated Funded Indebtedness outstanding on such to (ii)
Cash Flow for the Guarantor's then most-recently ended four
fiscal quarters.
"Schedule" refers to a specific schedule to this Agreement,
unless another document is specifically referenced.

"Section" means a numbered section of this Agreement, unless
another document is specifically referenced.

"Spanish Pesetas" means the lawful currency of Spain.

"Subordinated Debt" means, with respect to any Borrower, any
unsecured Indebtedness of such Borrower (a) no part of the
principal of which is stated to be payable or is required to be
paid (whether by way of mandatory sinking fund, mandatory
redemption, mandatory prepayment or otherwise) prior to the
Facility Termination Date, and the payment of the principal of
and interest on which and other obligations of such Borrower in
respect thereof are subordinated to the prior payment in full of
principal of and interest (including post-petition interest) on
the Notes and all other obligations and liabilities of such
Borrower to any Agent and the Lenders hereunder on terms and
conditions first approved in writing by the Required Lenders and
(b) otherwise containing terms, covenants and conditions
satisfactory in form and substance to the Required Lenders, as
evidenced by their prior written approval thereof.

"Subsidiary" of a Person means (i) any corporation more than 50%
of the outstanding securities having ordinary voting power of
which shall at the time be owned or controlled, directly or
indirectly, by such Person or by one or more of its Subsidiaries
or by such Person and one or more of its Subsidiaries, or (ii)
any partnership, limited liability company, association, joint
venture or similar business organization more than 50% of the
ownership interests having ordinary voting power of which shall
at the time be so owned or controlled. Unless otherwise
expressly provided, all references herein to a "Subsidiary"
shall mean a Subsidiary of the Guarantor or of any of the
Borrowers.

"Substantial Portion" means, with respect to the Property of any
Person, Property (except for inventory sold in the ordinary
course of business) which (i) represents more than 10% of the
consolidated assets of such Person as at the last day of the
calendar month ending on or most recently ended prior to the
date on which such determination is made, or (ii) is responsible
for more than 10% of the consolidated net sales or of the
consolidated net income of such Person for the period of twelve
complete and consecutive calendar months ending on or most
recently ended prior to the date on which such determination is
made.

"Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings of whatever
nature now or hereafter imposed by any jurisdiction or taxing
authority thereof, and all interest, penalties or similar
liabilities with respect thereto, but excluding Excluded Taxes.

"Transferee" is defined in Section 12.4.

"Type" means with respect to any Advance, its nature as a
Eurocurrency Advance, BA Rate Advance or Prime Advance.

"UK-Borrower" has the meaning specified in the preamble.

"UK Facility" means the revolving loans denominated in British
Pounds Sterling and made available by the UK Lenders to the UK-
Borrowers pursuant to the terms hereof.

"UK Facility Commitment" means, for each UK Lender, the
obligation of such UK Lender to make Loans not exceeding in the
principal amount set forth opposite its signature below with
respect to British Pounds Sterling or as set forth in any Notice
of Assignment relating to any assignment that has become
effective pursuant to Section 12.3.2, as such amount may be
modified from time to time pursuant to the terms hereof.

"UK Lenders" shall mean such of the Lenders having Commitments
to lend in GBP as set forth on the signature pages hereto.

"Unmatured Default" means an event which but for the lapse of
time or the giving of notice, or both, would constitute a
Default.

"U.S. Loan Agreement" means that certain Amended and Restated
Loan Agreement dated as the date hereof (as it may be amended or
modified and in effect from time to time) entered into by and
among the Guarantor, various lending institutions listed therein
and ANB, as agent.

"Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary
all of the outstanding voting securities of which shall at the
time be owned or controlled, directly or indirectly, by such
Person or one or more Wholly-Owned Subsidiaries of such Person,
or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization 100%
of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled.

The foregoing definitions shall be equally applicable to both
the singular and the plural forms of the defined terms.

                                    ARTICLE 2

                                   THE CREDITS
     2.1 Commitments.

Credit Facilities.  From and including the date of this
Agreement and prior to the Facility Termination Date, each
Lender severally agrees, on the terms and conditions set forth
in this Agreement, to make available the Canada Facility, the
Euro Facility, and UK Facility, to the extent of such Lender's
Commitment, to the Canada-Borrowers, the Euro-Borrowers and the
UK-Borrower, respectively.  Each Lender agrees, on the terms and
conditions set forth herein and only to the extent such Lender
has a Commitment to provide such Agreed Currency under the
appropriate Facility, to make Advances to any Borrower in the
applicable Agreed Currency from time to time in amounts not to
exceed, in respect of such Facility, in the aggregate at any one
time outstanding its Commitment in respect of such Facility,
provided that (i) the Aggregate Total Outstandings under the
Canada Facility shall at no time exceed CAD 29,600,000, (ii) the
Aggregate Total Outstandings under the Euro Facility shall at no
time exceed EUR 11,400,000 or its Equivalent Amount and (iii)
the Aggregate Total Outstandings under the UK Facility shall at
no time exceed GBP 3,200,000.  Advances under the Canada
Facility shall be extended solely by the Canada Lenders to the
Canada-Borrowers; Advances under the Euro Facility shall be
extended solely by the Euro Lenders to the Euro-Borrowers; and
Advances under the UK Facility shall be extended solely by the
UK Lenders to the UK-Borrower.  Subject to the terms of this
Agreement, any Borrower may borrow, repay and reborrow at any
time prior to the Facility Termination Date.  The Commitments to
lend hereunder shall expire on the Facility Termination Date.

     2.2 Repayment of Principal.  Each Borrower jointly and
severally promises to repay in full the principal amount of all
Advances and all other unpaid Obligations hereunder on the
Facility Termination Date.
          2.2.1     Mandatory Prepayment.  If at any time the
Aggregate Total Outstanding in respect of all Facilities
(calculated as of the most recent Computation Date) exceeds the
Aggregate Commitment, each Borrower shall be jointly and
severally obligated to immediately repay Advances in an
aggregate principal amount sufficient to eliminate any such
excess.  If at any time (in each case measured as of the most
recent Computation Date) (i) the Aggregate Total Outstandings in
respect of the Canada Facility exceeds the Aggregate Canada
Facility Commitment, (ii) the Aggregate Total Outstandings in
respect of the Euro Facility exceed the Aggregate Euro Facility
Commitment, or (iii) the Aggregate Total Outstandings in respect
of the UK Facility exceed the Aggregate UK Facility Commitment,
each Borrower shall be jointly and severally obligated to repay
Advances under the affected Facility in an amount or amounts
sufficient to eliminate any such excess.
          2.2.2     Voluntary Prepayment.  Any Borrower may from
time to time pay, subject to the payment of any funding
indemnification amounts required by Section 3.4 but without
penalty or premium, all outstanding Advances, or, in a minimum
amount of, CAD 500,000 or any integral multiple of CAD 100,000
in excess thereof in the case of the Canada Facility, the
minimum amount of EUR 1,000,000 (or Euro Amount thereof for
Advances made in any National Currency Unit) or any integral
multiples of EUR 100,000 (or Euro Amount thereof for Advances
made in any National Currency Unit) in excess thereof in the
case of the Euro Facility, and the minimum of GPB 500,000 or any
integral multiples of GPB 100,000 in excess thereof in the case
of the UK Facility, any portion of the outstanding Advances upon
three Business Days' prior notice to the relevant Funding Agent
by 10:00 a.m. (local time).
      2.3 Ratable Loans.  Each Advance hereunder shall consist
of Loans made from the several Lenders with a Commitment in
respect of such Facility ratably in proportion to the ratio
(hereafter referred to as the "Percentage") that (i) their
respective Canada Facility Commitment bears to the Aggregate
Canada Facility Commitment, (ii) their respective Euro Facility
Commitment bears to the Aggregate Euro Facility Commitment and
(iii) their respective UK Facility Commitment bears to the
Aggregate UK Facility Commitment.
      2.4 Facility Fee, Reductions in Aggregate Commitment.
           2.4.1 Facility Fee.  For the account of each Lender
in proportion to the Lender's applicable Percentage, the
Guarantor shall pay to the Administrative Agent a facility fee
equal to the product of (a) 0.25%, and (b) the Dollar Amount of
the Aggregate Commitment, which annual facility fee shall be
computed and earned in its entirety on the date of this
Agreement and on each July 1 thereafter prior to the Facility
Termination Date.  The annual facility fee shall be payable
quarterly in four equal installments in arrears on August 31,
2000 and on the last Business Day of each August, November,
February and May thereafter prior to the Facility Termination
Date with the outstanding unpaid balance of such fee due and
payable on the Facility Termination Date.  Such facility fee
shall in no circumstances be refundable to any Borrower,
provided, however, that such facility fee shall be prorated for
the actual days of any year (commencing January 1) in which a
Facility Termination Date occurs solely because of the
Borrowers' irrevocable payoff of all Advances on account of a
breach by the Lenders of Section 10.12 hereof or the occurrence
of a Gross Up Event.  The Administrative Agent shall compute the
amount of such facility fee as of each applicable Computation
Date.  All accrued facility fees shall be payable in Dollars on
the effective date of any termination of the obligations of the
Lenders to make Loans hereunder.  The Administrative Agent shall
pay each Lender its applicable share of the facility fee in
Dollars on the same Business Day if received before 11:00 a.m.
Chicago time or on the next Business Day if received after 11:00
a.m. Chicago time.
           2.4.2 Reduction of Commitment.  Any Borrower may
permanently reduce the Commitment in respect of the applicable
Facility, in whole, or in part ratably among the Lenders in
integral multiples of EUR 1,000,000 in the case of the Euro
Facility, CAD 1,000,000 in the case of the Canada Facility and
GBP 1,000,000 in the case of the UK Facility, upon at least five
Business Days' written notice to the relevant Funding Agent,
which notice shall specify the amount of any such reduction,
provided, however, that the amount of the applicable Aggregate
Canada Facility Commitment, Aggregate Euro Facility Commitment,
and Aggregate UK Facility Commitment, as the case may be in
respect of the applicable Facility may not be reduced below the
aggregate principal amount of the outstanding Advances in
respect of the applicable Facility.
     2.5 Minimum Amount of Each Advance. Each Advance shall be
in a minimum amount of, CAD 1,000,000 and in multiples of CAD
100,000 if in excess thereof in the case of BA Advances under
the Canada Facility and CAD 100,000 and in multiples of CAD
100,000 if in excess thereof in the case of Prime Advances under
the Canada Facility, the minimum amount of EUR 1,000,000 (or
Euro Amount thereof for Advances made in any National Currency
Unit) and in multiples of EUR 100,000 (or Euro Amount thereof
for Advances made in any National Currency Unit) if in excess
thereof in the case of the Euro Facility, and the minimum of GPB
500,000 and in multiples of GPB 100,000 if in excess thereof in
the case of the UK Facility.
     2.6 Method of Selecting Types and Interest Periods for New
Advances. Each Borrower shall select the Type of Advance, the
Interest Period (if applicable) and the Agreed Currency
applicable thereto from time to time. Each Borrower shall give
the relevant Funding Agent, as the case may be, irrevocable
notice, substantially in the form of Exhibit B attached hereto,
(a "Borrowing Notice") (i) not later than 10:00 a.m. (London
time) at least three Business Days before the Borrowing Date in
the case of Eurocurrency Rate Advances requested from the
Eurocurrency Agent, (ii) not later than 5:00 p.m. (Toronto time)
at least three Business Days before the Borrowing Date in the
case of BA Rate Advances requested from the Canada Agent, and
(iii) not later than 5:00 p.m. (Toronto time) two Business Days
before the Borrowing Date in the case of Prime Advances
requested from the Canada Agent, specifying:
(i) the Borrowing Date, which shall be a Business Day, of such
Advance,
(ii) the aggregate amount of such Advance,
(iii) the Type of Advance; and
(iv) the Interest Period and Agreed Currency applicable thereto.
     2.7 Continuation; Rollover and Conversion of Outstanding
Advances.
          2.7.1 Continuation.  Each Eurocurrency Advance shall
continue as an Advance until the end of the then applicable
Interest Period therefor, at which time each such Advance shall
automatically continue as an Advance in the same Agreed Currency
with an Interest Period of one month unless (x) such Advance is
or was repaid in accordance with Section 2.2 or (y) the
applicable Borrower shall have given the relevant Funding Agent
a Continuation Notice (as defined below) requesting that, at the
end of such Interest Period, such Advance continue as an Advance
for the same or another Interest Period.
Subject to the terms of Section 2.5, so long as no Default has
occurred and is continuing, any Borrower may elect from time to
time to continue all or any part of an Advance denominated in
the same Agreed Currency in the case of the Canada Facility and
the UK Facility and in any other Agreed Currency (other than
Canadian Dollars and British Pounds Sterling) in the case of the
Euro Facility; provided that any conversion in respect of
currency of any Advance shall be made on, and only on, the last
day of the Interest Period applicable thereto.  Any such
Borrower shall give the relevant Funding Agent irrevocable
notice, substantially in the form of Exhibit C attached hereto,
(a "Continuation Notice") of each continuation of an Advance not
later than 10:00 a.m. (London time) at least three Business Days
prior to the date of the requested continuation in the case of
the Eurocurrency Agent and not later than 5:00 p.m. (Toronto
time) at least three Business Days prior to the date of the
requested continuation in the case of the Canada Agent,
specifying:
(i) the requested date, which shall be a Business Day, of such
continuation, and
(ii) the Agreed Currency and amount into which such Advance is
to be continued and the duration of the Interest Period
applicable thereto.
         2.7.2 Continuation of BA Rate Advance.  With respect to
each BA Rate Advance which is outstanding, at or before 5:00
p.m. three Business Days before the end of the then applicable
Interest Period, any Canada-Borrower shall notify the Canada
Agent in form and substance substantially as attached as Exhibit
D ("Rollover Notice") either of (i) the next BA Interest Period
which such Canada-Borrower has selected as applicable to the BA
Rate Advance, which new BA Interest Period shall commence on and
include the last day of the prior BA Interest Period, or (ii)
the intention of such Canada-Borrower to repay or convert such
BA Rate Advance at the end of the relevant Eurocurrency Interest
Period.  If such Canada-Borrower fails to select and to notify
the Canada Agent of the BA Interest Period applicable to the BA
Rate Advance, or its intention to repay or convert, such Canada-
Borrower shall be deemed to have converted the BA Rate Advance
into a Prime Advance as of the last day of the applicable BA
Interest Period.
          2.7.3 Conversion Option: Canada Facility.
               (a) Notice for and Conditions of Conversion.
Subject to this Agreement, any Canada-Borrower may, during the
term of this Agreement, effective on any Business Day, convert,
in whole or in part, outstanding Advances into another Type of
Advance permitted under the Canada Facility, upon giving to the
Canada Agent prior irrevocable notice at or before 5:00 p.m.
three Business Days in advance substantially in the form of
Exhibit E ("Conversion Notice"), provided that:
                    (i) no Default has occurred and is
continuing;
                    (ii) each conversion into a Prime Advance
shall be for a minimum aggregate amount of CAD100,000;
                    (iii) each conversion into a BA Rate Advance
shall be for a minimum aggregate amount of CAD1,000,000 and in
increments of CAD100,000; and
                    (iv) each BA Rate Advance may be converted
to another Type of Advance only on the last day of the relevant
Interest Period.
               (b) Mandatory Conversion.  If a Default or
Unmatured Default has occurred and is continuing, the applicable
Canada-Borrower shall be required to convert its BA Rate
Advances to Prime Advances on the applicable BA Interest Date.
          2.8 Method Of Borrowing.  On each Borrowing Date, each
Lender shall make available its Loan or Loans, if any, not later
than noon, local time, in the city of the relevant Funding
Agent's Payment Office for such currency, in such funds as may
then be customary for the settlement of international
transactions in such currency in the city of and at the address
of such Funding Agent's Payment Office for such currency.
Unless such Funding Agent determines that any applicable
condition specified in Article 4 has not been satisfied, such
Funding Agent will make the funds so received from the Lenders
available to the Borrowers at such Funding Agent's aforesaid
address.   Notwithstanding the foregoing provisions of this
Section 2.8, to the extent that a Loan made by a Lender matures
on the Borrowing Date of a requested Loan, such Lender shall
apply the proceeds of the Loan it is then making to the
repayment of principal of the maturing Loan.
          2.9 Changes in Interest Rate, etc.  Each Eurocurrency
Advance and BA Rate Advance shall bear interest at,
respectively, the Eurocurrency Rate and the BA Rate, in each
case on the outstanding principal amount thereof from and
including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest
Period at the interest rate determined by the relevant Funding
Agent as applicable to such Advance based upon each Borrower's
selections under Sections 2.6 and 2.7 and otherwise in
accordance with the terms hereof.  No Interest Period may end
after the Facility Termination Date.  Each Prime Advance shall
bear interest on the outstanding principal amount thereof, for
each day from and including the date such Prime Advance is made
or is converted from a BA Rate Advance into a Prime Advance
pursuant to Section 2.7.3 to but excluding the date it becomes
due or is converted into a BA Rate Advance pursuant to Section
2.7.3 at a rate per annum equal to the Prime Rate for such day.
Changes in the rate of interest on that portion of any Advances
maintained as a Prime Advance will take effect simultaneously
with each change in such applicable rate.  Each Eurocurrency
Advance shall bear interest on the outstanding principal amount
thereof from and including the first day of the Eurocurrency
Interest Period applicable thereto to (but not including) the
last day of such Eurocurrency Interest Period at the
Eurocurrency Rate determined as applicable to such Eurocurrency
Advance.
          2.10 Rates Applicable After Default.  Notwithstanding
anything to the contrary contained in Section 2.6 or 2.7, during
the continuance of a Default or Unmatured Default the
Administrative Agent, acting at the direction of the Required
Lenders may, at its option, by notice to all the Borrowers
(which notice may be revoked at the option of the Administrative
Agent, acting at the direction of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare
that no Advance may be made as, converted into or continued as
an Advance.  During the continuance of a Default the
Administrative Agent, acting at the direction of the Required
Lenders may, at their option, by notice to all the Borrowers
(which notice may be revoked at the option of the Administrative
Agent, acting at the direction of the Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare
that each Advance shall bear interest for the remainder of the
applicable Interest Period at the rate otherwise applicable to
such Interest Period plus 2% per annum, provided that, during
the continuance of a Default under Section 7.6 or 7.7, the
interest rates set forth above shall be applicable to all
Advances without any election or action on the part of the
Administrative Agent or any Lender.  In such event, after the
conclusion of such Interest Period, interest shall be computed
on all Advances under the Euro Facility and the UK Facility on
the basis of successive one month Eurocurrency Interest Periods
plus the per annum rate of 2.00%.  In such event, the
outstanding Canada Facility Loans will automatically convert in
accordance with the terms of Section 2.7.3 and shall bear
interest at the rate otherwise applicable thereto after giving
effect to such conversion plus the per annum rate of 2.00%.
          2.11 Method Of Payment.
               (i) Each Advance shall be repaid and each payment
of interest thereon shall be paid in the currency in which such
Advance was made.  All payments of the Obligations hereunder
shall be made, without setoff, deduction, or counterclaim, in
immediately available funds to the relevant Funding Agent at
(except as set forth in the next sentence) such Funding Agent's
address specified pursuant to Article 13, or at any other
Lending Installation of such Funding Agent specified in writing
by such Funding Agent to all of the Borrowers, by noon (local
time) on the date when due and shall be applied ratably by the
relevant Funding Agent among the Lenders.  All payments to be
made by any Borrower hereunder shall be made in such currency on
the date due in such funds as may then be customary for the
settlement of international transactions in such currency for
the account of the relevant Funding Agent, at its Payment Office
for such currency and shall be applied ratably by such Funding
Agent among the applicable Lenders.  Each payment delivered to
the relevant Funding Agent for the account of any Lender shall
be delivered promptly by such Funding Agent to such Lender in
the same type of funds that such Funding Agent received, in the
funds received from such Borrower at the address of such Funding
Agent's Payment Office for such currency.  Such Funding Agent is
hereby authorized to charge any account of such Borrower
maintained with such Funding Agent or any of its Affiliates for
each payment of principal, interest and fees as it becomes due
hereunder.
               (ii) Notwithstanding the foregoing provisions of
this Section, if, after the making of any Advance, currency
control or exchange regulations are imposed in the country which
issues such currency with the result that the type of currency
in which the Advance was made (the "Original Currency") no
longer exists or a Borrower is not able to make payment to the
relevant Funding Agent for the account of the Lenders in such
Original Currency, then all payments to be made by such Borrower
hereunder in such currency shall instead be made when due in
Dollars in an amount equal to the Dollar Amount (as of the date
of repayment) of such payment due, it being the intention of the
parties hereto that such Borrower take all risks of the
imposition of any such currency control or exchange regulations.
For purposes of this Section 2.11(ii), the commencement of the
third stage of European Economic and Monetary Union and the
occurrence of the Euro Implementation Date shall not constitute
the imposition of currency control or exchange regulations.
     2.12 European Economic And Monetary Union.
          (i) Without prejudice to any method of conversion or
rounding prescribed by any legislative measures of the Council
of the European Union, each reference in this Agreement to a
fixed amount or to fixed amounts in a National Currency Unit to
be paid to or by the Eurocurrency Agent shall, notwithstanding
any other provision of this Agreement, be replaced by a
reference to such comparable and convenient fixed amount or
fixed amounts in the Euro as the Eurocurrency Agent may from
time to time specify; and the Eurocurrency Agent may notify the
other parties to this Agreement of any modifications to this
Agreement which the Administrative Agent (acting reasonably and
after consultation with the other parties to this Agreement)
determines to be necessary as a result of the commencement of
the third stage of European Economic and Monetary Union.
However, if and to the extent that the Administrative Agent
determines that it is not possible to put the parties in such
position, the Administrative Agent may give priority to putting
the Agents, the Arranger and the Lenders into such position.
     2.13 Noteless Agreement, Evidence of Indebtedness.
          (i) Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the
indebtedness of any Borrower to such Lender resulting from each
Loan made by such Lender from time to time under the applicable
Facility, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.
          (ii) Each Funding Agent shall maintain accounts in
which it will record (a) the amount of each Loan made hereunder,
the Facility, the Type of Advance, the Agreed Currency thereof
and the Interest Period with respect thereto, (b) the amount of
any principal or interest due and payable or to become due and
payable from each Borrower to each Lender hereunder and (c) the
amount of any sum received by each Funding Agent hereunder from
each Borrower and each Lender's share thereof
          (iii) The entries maintained in the accounts
maintained pursuant to paragraphs (i) and (ii) above shall be
prima facie evidence of the existence and amounts of the
Obligations therein recorded; provided, however, that the
failure of any Funding Agent or any Lender to maintain such
accounts or any error therein shall not in any manner affect the
obligation of the Borrowers to repay the Obligations in
accordance with their terms.
          (iv) Any Lender may request that its Loans be
evidenced by a promissory note (a "Note").  In such event, each
Borrower shall prepare, execute and deliver to such Lender a
Note payable to the order of such Lender in a form supplied by
the relevant Funding Agent.  Thereafter, the Loans evidenced by
such Note and interest thereon shall at all times (including
after any assignment pursuant to Section 12.3) be represented by
one or more Notes payable to the order of the payee named
therein or any assignee pursuant to Section 12.3, except to the
extent that any such Lender or assignee subsequently returns any
such Note for cancellation and requests that such Loans once
again be evidenced as described in paragraphs (i) and (ii)
above.
     2.14 Telephonic Notices.  Each Borrower hereby authorizes
the Lenders and the Funding Agents to extend, convert or
continue Advances, effect selections of Agreed Currencies and
Types of Advances and to transfer funds based on telephonic
notices made by any Authorized Officer or Authorized Officers,
the relevant Agent or any Lender in good faith believes to be
acting on behalf of each such Borrower.  Each Borrower agrees to
deliver promptly to the relevant Funding Agent a written
confirmation, if such confirmation is requested by such Funding
Agent or any Lender, of each telephonic notice signed by an
Authorized Officer.  If the written confirmation differs in any
material respect from the action taken by such Funding Agent and
the Lenders, the records of such Funding Agent and the Lenders
shall govern absent manifest error.
     2.15 Interest Payment Dates, Interest and Fee Basis.
Except for Prime Advances under the Canada Facility, interest
accrued on each Advance shall be payable on the last day of its
applicable Interest Period, on any date on which the Advance is
prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Advance having an Interest Period
longer than three months shall also be payable on the last day
of each three-month interval during such Interest Period.
Interest and facility fees shall be calculated for actual days
elapsed on the basis of a 360-day year, except for interest and
fees on Loans denominated in British Pounds Sterling which shall
be calculated for actual days elapsed on the basis of 365 days,
and for interest on Loans denominated in Canadian Dollars which
shall be calculated for actual days elapsed on the basis of 365
days or 366 days, as the case may be.  Interest shall be payable
for the day an Advance is made but not for the day of any
payment on the amount paid if payment is received prior to noon
(local time) at the place of payment.  If any payment of
principal of or interest on an Advance shall become due on a day
which is not a Business Day, such payment shall be made on the
next succeeding Business Day and, in the case of a principal
payment, such extension of time shall be included in computing
interest in connection with such payment.
     Interest on Prime Advances available under the Canada
Facility shall be payable monthly in arrears on each applicable
Payment Date for the period up to but not including such Payment
Date and shall be calculated on a daily basis on the principal
amount of the Prime Advances remaining unpaid from time to time
and on the basis of the actual number of days elapsed and a year
of 365 days or 366 days, as the case may be.
     2.16 Notification of Advances, Interest Rates, Prepayments
and Commitment Reductions.  Promptly after receipt thereof, the
relevant Funding Agent will notify each Lender and the
Administrative Agent of the contents of each Aggregate
Commitment reduction notice in respect of any Facility,
Borrowing Notice, Continuation Notice, and repayment notice
received by it hereunder.  The relevant Funding Agent will
notify the applicable Lender of the interest rate applicable to
each Advance promptly upon determination of such interest rate.
The Reference Lender agrees to furnish timely information for
the purpose of determining the Eurocurrency Rate.
     2.17 Lending Installations and Lender Affiliates.
          2.17.1     Lending Installations.  Each Lender will
book its Loans at the appropriate Lending Installation listed on
Schedule 2 or such other Lending Installation designated by such
Lender in accordance with the final sentence of this Section
2.17.  All terms of this Agreement shall apply to any such
Lending Installation and the Loans and any Notes issued
hereunder shall be deemed held by each Lender for the benefit of
any such Lending Installation.  Each Lender may, by written
notice to the relevant Funding Agent and each Borrower in
accordance with Article 13, designate replacement or additional
Lending Installations through which Loans will be made by it and
for whose account Loan payments are to be made.

          2.17.2 Lender Affiliates.  Advances under the Euro
Facility to Richardson Electronics Iberica, S.A. or any other
Euro Borrower receiving proceeds of Eurocurrency Advances in
Spain in an aggregate amount at any one time outstanding not in
excess of EUR 4,000,000  shall be made by First Chicago, Ltd., a
company organized under the laws of the United Kingdom and all
such Advances shall be deemed Advances by Bank One, N.A. London
Branch in its capacity as a Lender hereunder for purposes of
determining the available Commitment of Bank One, N.A. London
Branch.

     2.18 Non-Receipt of Funds by the Funding Agents.  Unless a
Borrower or a Lender, as the case may be, notifies the relevant
Funding Agent prior to the date on which it is scheduled to make
payment to such Funding Agent of (i) in the case of a Lender,
the proceeds of a Loan or (ii) in the case of such Borrower, a
payment of principal, interest or fees to such Funding Agent for
the account of the applicable Lenders, that it does not intend
to make such payment, such Funding Agent may assume that such
payment has been made.  Such Funding Agent may, but shall not be
obligated to, make the amount of such payment available to the
intended recipient in reliance upon such assumption.  If such
Lender or such Borrower, as the case may be, has not in fact
made such payment to such Funding Agent, the recipient of such
payment shall, on demand by such Funding Agent, repay to such
Funding Agent the amount so made available together with
interest thereon in respect of each day during the period
commencing on the date such amount was so made available by such
Funding Agent until the date such Funding Agent recovers such
amount at a rate per annum equal to (i) in the case of repayment
by a Lender, the Overnight Foreign Currency Rate for such day
and
(ii) in the case of repayment by a Borrower, the interest rate
applicable to the relevant Advance.
     2.19 Market Disruption.  (a)  If, after the designation by
the Lenders of any currency as an Agreed Currency, (x) currency
control or other exchange regulations are imposed in the country
in which such currency is issued with the result that different
types of such currency are introduced, (y) such currency is, in
the determination of any Funding Agent, no longer readily
available or freely traded or (z) in the determination of such
Funding Agent, an Equivalent Amount of such currency is not
readily calculable, such Funding Agent shall promptly notify the
Lenders and each Borrower, and such currency shall no longer be
an Agreed Currency until such time as all of the Lenders agree
to reinstate such currency as an Agreed Currency and promptly,
but in any event within five Business Days of receipt of such
notice from such Funding Agent, each Borrower shall repay all
Loans in such affected currency or convert such Loans into Loans
in another Agreed Currency, subject to the other terms set forth
in Article 2.
          (b) Notwithstanding the satisfaction of all conditions
referred to in Article 2 and Article 4 with respect to any
Advance in any Agreed Currency, if there shall occur on or prior
to the date of such Advance any change in national or
international financial, political or economic conditions or
currency exchange rates or exchange controls which would in the
reasonable opinion of any Funding Agent, the Administrative
Agent or the Required Lenders make it impracticable for the
Loans comprising such Advance to be denominated in the Agreed
Currency specified by a Borrower, then such Agent shall
forthwith give notice thereof to such Borrower and the Lenders,
and such Loans shall not be denominated in such Agreed Currency
but shall, except as otherwise set forth in Section 2.12 be made
on such Borrowing Date in Euro, in an aggregate principal amount
equal to the Euro Amount of the aggregate principal amount
specified in the related Borrowing Notice or Continuation
Notice, unless such Borrower notifies the relevant Funding Agent
at least one Business Day before such date that (i) it elects
not to borrow on such date or (ii) it elects to borrow on such
date in a different Agreed Currency, as the case may be, in
which the denomination of such Loans would in the opinion of
such Funding Agent and the Required Lenders be practicable and
in an aggregate principal amount equal to the Dollar Amount of
the aggregate principal amount specified in the related
Borrowing Notice or Continuation Notice, as the case may be.
     2.20 Judgment Currency.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from
a Borrower hereunder in the currency expressed to be payable
herein (the "specified currency") into another currency, the
parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that
at which in accordance with normal banking procedures the
Administrative Agent could purchase the specified currency with
such other currency at the Administrative Agent's main Chicago
office on the Business Day preceding that on which final, non-
appealable judgment is given.  The obligations of any Borrower
in respect of any sum due to any Lender or any Agent hereunder
shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the
Business Day following receipt by such Lender or the
Administrative Agent (as the case may be) of any sum adjudged to
be so due in such other currency such Lender or the
Administrative Agent (as the case may be) may in accordance with
normal, reasonable banking procedures purchase the specified
currency with such other currency.  If the amount of the
specified currency so purchased is less than the sum originally
due to such Lender or the Administrative Agent, as the case may
be, in the specified currency, such Borrower agrees, to the
fullest extent that it may effectively do so, as a separate
obligation and notwithstanding such judgment, to indemnify such
Lender or the Administrative Agent, as the case may be, against
such loss, and if the amount of the specified currency so
purchased exceeds (a) the sum originally due to any Lender or
the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a
result of allocations of such excess as a disproportionate
payment to such Lender under Section 12.2, such Lender or the
Administrative Agent, as the case may be, agrees to remit such
excess to the Borrower.
     2.21 Replacement of Lender.  If a Borrower is required
pursuant to Section 3.1, 3.2 or 3.5 to make any additional
payment to any Lender or if any Lender's obligation to make,
convert or continue Advances shall be suspended pursuant to
Section 3.3 (any Lender so affected an "Affected Lender"), such
Borrower may elect, if such amounts continue to be charged or
such suspension is still effective, to replace such Affected
Lender as a Lender party to this Agreement, provided that no
Default or Unmatured Default shall have occurred and be
continuing at the time of such replacement, and provided further
that, concurrently with such replacement, (i) another bank or
other entity which is reasonably satisfactory to such  Borrower
and the Administrative Agent shall agree, as of such date, to
purchase for cash the Advances and other Obligations due to the
Affected Lender pursuant to an assignment substantially in the
form of Exhibit F and to become a Lender for all purposes under
this Agreement and to assume all obligations of the Affected
Lender to be terminated as of such date and to comply with the
requirements of Section 12.3 applicable to assignments, and (ii)
such Borrower shall pay to such Affected Lender in same day
funds on the day of such replacement all interest, fees and
other amounts then accrued but unpaid to such Affected Lender by
such Borrower hereunder to and including the date of
termination, including without limitation payments due to such
Affected Lender under Sections 3.1, 3.2 and 3.5.
     2.22 Participations in Facilities.  Each Lender
(hereinafter, each a Participating Lender"), by its acceptance
hereof, severally agrees to purchase, on the terms and
conditions and at the times set forth in this Section 2.22, from
any other applicable Lender (hereinafter each a "Selling
Lender") and each Selling Lender hereby agrees to sell to each
Participating Lender, an undivided percentage participating
interest in outstanding Advances made under each Facility in
which such Selling Lender has a Commitment, which participation
shall be determined in proportion that the ratio of each
Participating Lender's Commitment under all Facilities bears to
the Aggregate Commitment (hereinafter the "Participation
Percentage").  Upon (i) the occurrence of a Default and (except
in the case of a Default described in Section 7.6 or 7.7
hereof), (ii) the accrual of interest at rates applicable after
Default as provided in Section 2.10 hereof, and (iii)  the
acceleration of the maturity of the Obligations pursuant to
Section 8.1 hereof, or if any Selling Lender is required at any
time to return to a Borrower or to a trustee, receiver,
liquidator, custodian or other Person any portion of any payment
of any Advance, each Participating Lender shall, to the extent
necessary, not later than the third Business Day after the date
on which such Participating Lender receives written demand from
the Administrative Agent to such effect, if such demand is
received before 11:00 a.m. (London time), pay to the applicable
Funding Agent for the benefit of each applicable Selling Lender
an amount equal to such Participating Lender's Participation
Percentage of such unpaid or recaptured Advance, in the currency
of such Advance so that, after giving effect to such adjustment,
the outstanding principal amount of Advances of all Lenders
shall be pro rata based on the Lenders' Participation
Percentages.  Such purchase price shall be paid in the
respective currencies of such outstanding Advances together with
interest on such amount accrued from the date the related
payment was due from such Participating Lender to the date of
such payment by the Participating Lender at a rate per annum
equal to the Overnight Foreign Currency Rate.  Each such
Participating Lender shall thereafter be entitled to receive its
Participation Percentage of each payment received in respect of
the relevant Advance and of interest and fees paid thereon from
the date such Participating Lender funded to the Selling Lender
its participation in such Advances.  Each Borrower agrees that
each Participating Lender shall be entitled to the benefit of
Article 3 hereof to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 12.3
hereof and such benefits shall extend to each Participating
Lender's obligation to participate under this Section 2.22.
     The several obligations of the Participating Lenders to the
Selling Lenders under this Section 2.22 shall be absolute,
irrevocable and unconditional under any and all circumstances
whatsoever and shall not be subject to any set-off, counterclaim
or defense to payment which any Participating Lender may have or
have had against the Borrowers, the Agents, any other Lender or
any other Person whatsoever.  Without limiting the generality of
the foregoing, such obligations shall not be affected by any
Default or Unmatured Default or by the amount of any Commitment
of any Lender, and each payment by a Participating Lender under
this Section 2.22 shall be made without any offset, abatement,
withholding or reduction whatsoever.

     Each Selling Lender shall be entitled to, or entitled to
direct the applicable Funding Agent to, offset amounts received
under this Agreement for the account of a Participating Lender
against unpaid amounts due hereunder from such Participating
Lender to the applicable Selling Lender or the applicable
Funding Agent (whether as fundings of participations or
otherwise), but shall not be entitled to offset against amounts
owed to the applicable Selling Lender or the applicable Funding
Agent by any Participating Lender arising outside this
Agreement.  To the extent Bank of Montreal shall be a
Participating Lender hereunder, any participation required of it
pursuant to this Section 2.22 shall be purchased by and
participated in by Harris Trust and Savings Bank, which shall be
deemed the Participating Lender in respect of such amounts.  To
the extent the LaSalle Business Credit division of ABN AMRO Bank
Canada shall be a Participating Lender hereunder, any
participation required of it pursuant to this Section 2.22 shall
be purchased by and participated in by LaSalle Bank National
Association, which shall be deemed the Participating Lender in
respect of such amounts.

                               ARTICLE 3

                        CHANGE IN CIRCUMSTANCES
     3.1 Yield Protection.  (a) If, on or after the date of this
Agreement, the adoption of any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive
(whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or
compliance by any Lender or applicable Lending Installation with
any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency:
          (i) subjects any Lender or any applicable Lending
Installation to any Taxes, or changes the basis of taxation of
payments (other than with respect to Excluded Taxes) to any
Lender in respect of its Loans, or
          (ii) imposes or increases or deems applicable any
reserve, assessment, insurance charge, special deposit or
similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender or any applicable
Lending Installation (other than reserves and assessments taken
into account in determining the interest rate applicable to
Advances), or
          (iii) imposes any other condition the result of which
is to increase the cost to any Lender or any applicable Lending
Installation of making, funding or maintaining its Loans
(including, without limitation, any conversion of any Loan
denominated in an Agreed Currency other than Euro into a Loan
denominated in Euro) or reduces any amount receivable by any
Lender or any applicable Lending Installation in connection with
its Loans, or requires any Lender or any applicable Lending
Installation to make any payment calculated by reference to the
amount of Loans held or interest received by it,

by an amount deemed material by such Lender, and the result of
any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its
Loans (including, without limitation, any conversion of any Loan
denominated in an Agreed Currency other than Euro into a Loan
denominated in Euro) or Commitment or to reduce the return
received by such Lender or applicable Lending Installation in
connection with such Loans or Commitment, then, within 15 days
of demand by such Lender, each Borrower shall pay such Lender
such additional amount or amounts as will compensate such Lender
for such increased cost or reduction in amount received.
          (b) Non-U.S. Reserve Costs or Fees With Respect to
Loans to Borrowers.
               (i) If any law or any governmental or quasi-
governmental rule, regulation, policy, guideline or directive of
any jurisdiction outside of the United States of America or any
subdivision thereof (whether or not having the force of law),
imposes or deems applicable any reserve requirement against or
fee with respect to assets of, deposits with or for the account
of, or credit extended by, any Lender or any applicable Lending
Installation, and the result of the foregoing is to increase the
cost to such Lender or applicable Lending Installation of making
or maintaining its Loans to any Borrower or its Commitment to
any Borrower or to reduce the return received by such Lender or
applicable Lending Installation in connection with such Loans to
any Borrower or Commitment to any Borrower, then, within 15 days
of demand by such Lender, such Borrower shall pay such Lender
such additional amount or amounts as will compensate such Lender
for such increased cost or reduction in amount received,
provided that such Borrower shall not be required to compensate
any Lender for such non-U.S. reserve costs or fees to the extent
that an amount equal to such reserve costs or fees is received
by such Lender as a result of the calculation of the interest
rate applicable to Advances pursuant to clause (i)(b) of the
definition of Eurocurrency Rate.
               (ii) Without limiting the generality of the
foregoing, the cost of compliance with existing requirements of
the Bank of England and/or the Financial Services Authority (or
any other authority which replaces all or any of their
functions) in respect of Eurocurency Advances denominated in
British Pounds Sterling will be calculated by the Eurocurrency
Agent in relation to each Advance on the basis of rates supplied
by the Eurocurrency Agent by reference to the circumstances
existing on the first day of each Interest Period in respect of
such Eurocurrency Advance and, if any such Interest Period
exceeds three months, at three calendar monthly intervals from
the first day of such Interest Period during its duration in
accordance with the following formula:

               AB + C(B-D) + E x 0.01     percent per annum
               ----------------------
                   100 - (A+C)

Where:

A     is the percentage of eligible liabilities (assuming these
to be in excess of any stated minimum) which the Eurocurrency
Agent is from time to time required to maintain as an interest
free cash ratio deposit with the Bank of England to comply with
cash ratio requirements.

B     is the percentage rate per annum at which deposits
denominated in British Pounds Sterling are offered by the
Eurocurrency Agent in accordance with its normal practice, for a
period equal to (a) the relevant Interest Period (or, as the
case may be, remainder of such Interest Period) in respect of
the relevant Advance or (b) three months, whichever is the
shorter, to a leading bank in the London Interbank Market at or
about 11:00 a.m. (London time) in a sum approximately equal to
the amount of such Eurocurrency Advance.

C     is the percentage of eligible liabilities which the
Eurocurrency Agent is required from time to time to maintain as
interest bearing special deposits with the Bank of England.

D     is the percentage rate per annum payable by the Bank of
England to the Eurocurrency Agent on interest bearing special
deposits.

E     is the rate payable by the Eurocurrency Agent to the
Financial Services Authority pursuant to the Fees Regulations
(but, for this purpose, the figure at paragraph [2.02b]/[2.03b]
of the Fees Regulations shall be deemed to be zero) and
expressed in pounds per pound 1,000,000 of the Fee Base of the
Eurocurrency Agent.

For the purposes of this Section 3.1(b)(ii):

(I) The following definitions shall apply:

     (a) "eligible liabilities" and "special deposits" shall
bear the meanings ascribed to them from time to time under or
pursuant to the Bank of England Act 1998 or (as appropriate) by
the Bank of England;

     (b) "Fees Regulations" means the Banking Supervision (Fees)
Regulations 1998 or such other regulations as may be in force
from time to time in respect of the payment of fees for banking
supervision; and

     (c) "Fee Base" shall bear the meaning ascribed to it, and
shall be calculated in accordance with, the Fees Regulations.

(II).     The percentages used in A and C above shall be those
required to be maintained on the first day of the relevant
period as determined in accordance with B above.

(III). In application of the above formula, A, B, C and D will
be included in the formula as figures and not as percentages
e.g. if A is 0.5 per cent, and B is 12 per cent., AB will be
calculated as 0.5 x 12 and not as 0.5 per cent. x 12 per cent.

(IV). Calculations will be made on the basis of a 365 day year
(or, if market practice differs, in accordance with market
practice).

(V). A negative result obtained by subtracting D from B shall be
taken as zero.

(VI).     The resulting figures shall be rounded upwards, if not
already such a multiple, to the nearest whole multiple of one-
thirty-second of one per cent. per annum.

(VII). Additional amounts calculated in accordance with this
Section 3.1(b)(ii) are payable on the last day of the Interest
Period to which they relate.

(VIII). The determination of the Associated Costs Rate by the
Eurocurrency Agent in relation to any period shall, in the
absence of manifest error, be conclusive and binding on all of
the parties hereto.

(IX).     The Eurocurrency Agent may from time to time, after
consultation with the Borrower and the Lenders, determine and
notify to all parties any amendments or variations which are
required to be made to this formula set out above in order to
comply with any requirements from time to time imposed by the
Bank of England or the Financial Services Authority (or any
other authority which replaces all or any of their functions) in
relation to Eurocurrency Advances denominated in British Pounds
Sterling (including any requirements relating to sterling
primary liquidity) and, any such determination shall, in the
absence of manifest error, be conclusive and binding on all the
parties hereto.

     3.2 Changes in Capital Adequacy Regulations.  If a Lender
determines the amount of capital required or expected to be
maintained by such Lender, any Lending Installation of such
Lender or any corporation controlling such Lender is increased
as a result of a Change, then, within 15 days of demand by such
Lender, each Borrower shall pay such Lender the amount necessary
to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender determines
is attributable to this Agreement, its Loans or its Commitment
to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "Change" means (i) any change
after the date of this Agreement in the Risk-Based Capital
Guidelines or (ii) any adoption of or change in any other law,
governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having
the force of law) after the date of this Agreement which affects
the amount of capital required or expected to be maintained by
any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United
States on the date of this Agreement, including transition
rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on
Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital
Standards," including transition rules, and any amendments to
such regulations adopted prior to the date of this Agreement.
     3.3 Availability of Types of Advances.  If any Lender
determines that maintenance of its Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation,
or directive, whether or not having the force of law, or if the
Required Lenders determine that (i) deposits of a currency type
and maturity appropriate to match fund Advances are not
available or (ii) the interest rate applicable to Advances does
not accurately reflect the cost of making or maintaining
Advances, then the relevant Funding Agent shall suspend the
availability of Advances and require any affected Advances to be
repaid, subject to the payment of any funding indemnification
amounts required by Section 3.4.
     3.4 Funding Indemnification.  If any payment of an Advance
occurs on a date which is not the last day of the applicable
Interest Period, whether because of acceleration, prepayment or
otherwise, or an Advance is not made on the date specified by a
Borrower for any reason other than default by the Lenders, such
Borrower will indemnify each Lender for any loss or cost
incurred by it resulting therefrom, including, without
limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Advance.
     3.5 Taxes.
          (i) All payments by any Borrower to or for the account
of any Lender or the relevant Funding Agent hereunder or under
any Note, together with all payments made by any Lender to any
other Lender pursuant to the participations described in Section
2.22 and purchases described in Section 11.2 hereof, shall be
made free and clear of and without deduction for any and all
Taxes.  If any Person shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any
Lender or the relevant Funding Agent, (a) the Borrowers shall
pay such amounts necessary to increase such sum payable so that
after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.5)
such Lender or such Funding Agent (as the case may be) receives
an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrowers shall make such
deductions to the extent permitted by law, (c) if the Borrowers
are permitted to make such deductions the Borrowers shall pay
the full amount deducted to the relevant authority in accordance
with applicable law and (d) if the Borrowers are permitted to
make such deductions the Borrowers shall furnish to such Funding
Agent the original copy of a receipt evidencing payment thereof
within 30 days after such payment is made.
          (ii) In addition, each Borrower hereby agrees to pay
any present or future stamp or documentary taxes and any other
excise or property taxes, charges or similar levies which arise
from any payment made hereunder or under any Note or from the
execution or delivery of, or otherwise with respect to, this
Agreement or any Note ("Other Taxes").
          (iii) Each Borrower hereby agrees to indemnify each
Agent and each Lender for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes
imposed on amounts payable under this Section 3.5) paid by such
Agent or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect
thereto.  Payments due under this indemnification shall be made
within 30 days of the date such Agent or such Lender makes
demand therefor pursuant to Section 3.6.
          (iv) Each Lender that is not incorporated under the
laws of the United States of America or a state thereof (each a
"Non-U.S. Lender") agrees that it will, not less than ten
Business Days after the date of this Agreement, (i) deliver to
each Borrower and to the Administrative Agent two duly completed
copies of United States Internal Revenue Service Form 1001 or
4224, certifying in either case that such Lender is entitled to
receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii)
deliver to each Borrower and to the Administrative Agent a
United States Internal Revenue Form W-8 or W-9, as the case may
be, and certify that it is entitled to an exemption from United
States backup withholding tax. Each Non-U.S. Lender further
undertakes to deliver to each Borrower and to the Administrative
Agent (x) renewals or additional copies of such form (or any
successor form) on or before the date that such form expires or
becomes obsolete, and (y) after the occurrence of any event
requiring a change in the most recent forms so delivered by it,
such additional forms or amendments thereto as may be reasonably
requested by any Borrower or the Administrative Agent. All forms
or amendments described in the preceding sentence shall certify
that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States
federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred
prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which
would prevent such Lender from duly completing and delivering
any such form or amendment with respect to it and such Lender
advises each Borrower and the Administrative Agent that it is
not capable of receiving payments without any deduction or
withholding of United States federal income tax.
          (v) For any period during which a Non-U.S. Lender has
failed to provide any Borrower with an appropriate form pursuant
to clause (iv) above (unless such failure is due to a change in
treaty, law or regulation, or any change in the interpretation
or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was
required to be provided), such Non-U.S. Lender shall not be
entitled to indemnification under this Section 3.5 with respect
to Taxes imposed by the United States; provided that, should a
Non-U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because
of its failure to deliver a form required under clause (iv)
above, such Borrower shall take such steps as such Non-U.S.
Lender shall reasonably request to assist such Non-U.S. Lender
to recover such Taxes.
          (vi) Any Lender that is entitled to an exemption from
or reduction of withholding tax with respect to payments under
this Agreement or any Note pursuant to the law of any relevant
jurisdiction or any treaty shall deliver to each Borrower (with
a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a
reduced rate.
          (vii) If the U.S. Internal Revenue Service or any
other governmental authority of the United States or any other
country or any political subdivision thereof asserts a claim
that the Administrative Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the
appropriate form was not delivered or properly completed,
because such Lender failed to notify the Administrative Agent of
a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender
shall indemnify the Administrative Agent fully for all amounts
paid, directly or indirectly, by the Administrative Agent as
tax, withholding therefor, or otherwise, including penalties and
interest, and including taxes imposed by any jurisdiction on
amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the
Administrative Agent, which attorneys may be employees of the
Administrative Agent). The obligations of the Lenders under this
Section 3.5(vii) shall survive the payment of the Obligations
and termination of this Agreement.
     3.6 Lender Statements, Survival of Indemnity.  To the
extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its Loans to
reduce any liability of any Borrower to such Lender under
Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Advances under Section 3.3, so long as such designation is not,
in the judgment of such Lender, disadvantageous to such Lender.
Each Lender shall deliver a written statement of such Lender to
such Borrower (with a copy to the Administrative Agent) as to
the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and
shall be final, conclusive and binding on such Borrower in the
absence of manifest error. Determination of amounts payable
under such Sections in connection with a Loan shall be
calculated as though each Lender funded its Loan through the
purchase of a deposit of the type currency and maturity
corresponding to the deposit used as a reference in determining
the Eurocurrency Rate applicable to such Loan, whether in fact
that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement of any Lender shall be
payable on demand after receipt by such Borrower of such written
statement. The obligations of any Borrower under Sections 3.1,
3.2, 3.4 and 3.5 shall survive payment of the Obligations and
termination of this Agreement.

                                ARTICLE 4

                          CONDITIONS PRECEDENT
     4.1 Initial Advance.

The Lenders shall not be required to make the initial Advance
hereunder unless each Borrower has furnished to the
Administrative Agent (together with the Eurocurrency Agent or
the Canada Agent with respect to item (ii) and (ix)), with
sufficient copies or other sufficient evidence for the Lenders
the following, each dated as of the initial Borrowing Date or
such earlier date as shall be acceptable to the Administrative
Agent, the Eurocurrency Agent or the Canada Agent, as the case
may be:
          (i)   Delivery of duly executed Documents.
          (ii)  Delivery of duly executed Borrowing Notice.
          (iii) Copies of the constitutive documents of each
Borrower, together with all amendments, and certificates of good
standing (where available for issuance by relevant governmental
bodies) from each jurisdiction in which each Borrower is
organized, all certified by the appropriate governmental
officers in their respective jurisdiction or, if not available,
an Authorized Officer of each Borrower.
          (iv) Copies, certified by the Secretary or Assistant
Secretary of each Borrower, of its Board of Directors'
resolutions and of resolutions or actions of any other body
authorizing the execution of the Documents to which such
Borrower is a party.
          (v) An incumbency certificate, executed by the
Secretary or Assistant Secretary of each Borrower, which shall
identify by name and title and bear the signatures of the
Authorized Officers and any other officers of such Borrower
authorized to sign the Documents to which such Borrower is a
party, upon which certificate the Agent and the Lenders shall be
entitled to rely until informed of any change in writing by such
Borrower.
          (vi) A certificate, signed by the chief financial
officer of each Borrower, stating that on the initial Borrowing
Date no Default or Unmatured Default has occurred and is
continuing.
          (vii) A written opinion of each Borrower's counsel,
addressed to the Lenders in substantially the form of Exhibit G.
          (viii) Any Notes requested by a Lender pursuant to
Section 2.13 payable to the order of each such requesting
Lender.
          (ix) Written money transfer instructions, in
substantially the form of Exhibit   H, addressed to the relevant
Funding Agent and signed by an Authorized Officer, together with
such other related money transfer authorizations as the relevant
Funding Agent may have reasonably requested.
          (x) Satisfactory evidence of termination of the
existing Amended and Restated Credit Agreement entered into as
of March 1, 1998 among Burtek Systems Inc., as Borrower, First
Chicago NBD Bank, Canada, as Lender, and Richardson Electronics,
Ltd., as Guarantor, in accordance with its terms.
          (xi) Evidence that the U.S. Loan Agreement has been
executed and delivered and all condition precedent to the
effectiveness thereof have been satisfied.
          (xii) Delivery of duly executed Guaranty issued to the
Administrative Agent for the benefit of the Lenders.
          (xiii) A written opinion of the Guarantor's counsel
(which shall also furnish certain opinions in respect of the
Borrowers) addressed to the Lenders in substantially the form of
Exhibit I
          (xiv) Evidence of payment of the facility fees as
provided in Section 2.4.1 hereof.
          (xv) Evidence of payment of Arranger fees as provided
in the fee letter dated April 28, 2000.
          (xvi) Such other documents as any Agent, any Lender,
or its counsel may have reasonably requested.
          (xvii) There exists no Default or Unmatured Default.
          (xviii) The representations and warranties contained
in Article 5 are true and correct for each Borrower as of such
Borrowing Date except to the extent any such representation or
warranty is stated to relate solely to an earlier date, in which
case such representation or warranty shall have been true and
correct on and as of such earlier date.

     4.2 Each Advance.  The Lenders shall not be required to
make any Advance (other than an Advance that, after giving
effect thereto and to the application of proceeds thereof, does
not increase the aggregate amount of outstanding Advances)
unless on the applicable Borrowing Date:
          (i) There exists no Default or Unmatured default.
          (ii) The representations and warranties contained in
Article 5 are true and correct as of such Borrowing Date except
to the extent any such representation or warranty is stated to
relate solely to an earlier date, in which case such
representation or warranty shall be true and correct as of such
earlier date.

Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower
delivering such Borrowing Notice that the conditions contained
in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
require a duly completed compliance certificate in substantially
the form of Exhibit J as a condition to making an Advance.

                                  ARTICLE 5

                       REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Agents and the
Lenders that:

     5.1 Corporate Existence and Standing.  Each Borrower and
its Subsidiaries is duly and properly incorporated or organized,
as the case may be, validly existing and (to the extent such
concept applies to such entity) in good standing under the laws
of its jurisdiction of incorporation or organization and is duly
qualified and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted
where the failure to maintain such qualification would singly or
in the aggregate cause a Material Adverse Effect.
     5.2 Authorization and Validity.  Each Borrower has the
power and authority and legal right to execute and deliver the
Documents and to perform its obligations thereunder. The
execution and delivery by such Borrower of the Documents and the
performance of its obligations thereunder have been duly
authorized by proper corporate proceedings, and the Documents to
which such Borrower is a party constitute legal, valid and
binding obligations of such Borrower enforceable against such
Borrower in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or
similar laws or general principles of equity relating to
remedies affecting or relating to the enforcement of creditors'
rights generally.
     5.3 No Conflict, Government Consent.  Neither the execution
and delivery by any Borrower of the Documents, nor the
consummation of the transactions therein contemplated, nor
compliance with the provisions thereof will violate (i) any law,
rule, regulation, order, writ, judgment, injunction, decree or
award binding on any Borrower or any Borrower's Subsidiaries or
(ii) any Borrower's or any Borrower's Subsidiary's articles or
certificate of incorporation, partnership agreement, certificate
of partnership, articles or certificate of organization, by-
laws, or operating or other management agreement, as the case
may be, or (iii) the provisions of any indenture, instrument or
agreement to which any Borrower or any Borrower's Subsidiaries
is a party or is subject, or by which it, or its Property, is
bound, or conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any Lien
in, of or on the Property of any Borrower or any Borrower's
Subsidiary pursuant to the terms of any such indenture,
instrument or agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action
in respect of any governmental or public body or authority, or
any subdivision thereof, which has not been obtained by any
Borrower or any Borrower's Subsidiaries, is required to be
obtained by such Borrower or such Borrower's Subsidiaries in
connection with the execution and delivery of the Documents, the
borrowings under this Agreement, the payment and performance by
such Borrower of the Obligations or the legality, validity,
binding effect or enforceability of any of the Documents.
     5.4 Financial Statements.  The February 29, 2000
consolidated and consolidating financial statements of the
Guarantor, each of the Borrowers and its Subsidiaries delivered
to the Lenders in accordance with the U.S. Loan Agreement were
prepared in accordance with Agreement Accounting Principles in
effect on the date such statements were prepared and fairly
present the consolidated and consolidating condition and
operations of the Guarantor, each of the Borrowers and its
Subsidiaries at such date and the consolidated and consolidating
results of their operations for the period then ended.
     5.5 Material Adverse Change.  Except as set forth on
Schedule 5.5 hereto, since February 29, 2000 there has been no
change in the business, Property, condition (financial or
otherwise) or results of operations of the Guarantor or any
Borrower which could reasonably be expected to have a Material
Adverse Effect in respect of the Guarantor or any Borrower.
     5.6 Taxes.  Except as set forth on Schedule 5.6 hereto,
each Borrower and each Borrower's Subsidiaries have filed all
applicable tax returns which are required to be filed and have
paid all Taxes due pursuant to said returns or pursuant to any
assessment received by such Borrower or any of such Borrower's
Subsidiaries, except such Taxes, if any, as are being contested
in good faith and as to which adequate reserves have been
provided in accordance with Agreement Accounting Principles and
as to which no Lien exists, except for failures to file or pay
which could not be reasonably expected to have a Material
Adverse Effect. No tax liens have been filed and no claims are
being asserted with respect to any such Taxes. The charges,
accruals and reserves on the books of each Borrower and each
Borrower's Subsidiaries in respect of any taxes or other
governmental charges are adequate.
     5.7 Litigation and Contingent Obligations.  Except as set
forth on Schedule 5.7 hereto, there is no litigation,
arbitration, governmental investigation, proceeding or inquiry
pending or, to the best knowledge of any of their officers,
threatened against or affecting any Borrower or any Borrower's
Subsidiaries which could reasonably be expected to have a
Material Adverse Effect or which seeks to prevent, enjoin or
delay the making of any Loans. Other than any liability incident
to any litigation, arbitration or proceeding which could not
reasonably be expected to have a Material Adverse Effect no
Borrower has material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4
hereof.
     5.8 Subsidiaries.  Schedule 5.8 contains an accurate list
of all Subsidiaries of the Guarantor as of the date of this
Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital
stock or other ownership interests owned by the Guarantor or
other Subsidiaries. All of the issued and outstanding shares of
capital stock or other ownership interests of such Subsidiaries
have been (to the extent such concepts are relevant with respect
to such ownership interests) duly authorized and issued and are
fully paid and non-assessable.
     5.9 Accuracy of Information.  No information, exhibit or
report furnished by any Borrower or any Borrower's Subsidiaries
to any Agent or to any Lender in connection with the negotiation
of, or compliance with, the Documents contained any material
misstatement of fact or omitted to state a material fact or any
fact necessary to make the statements contained therein not
misleading.
     5.10 Regulation U.  Margin stock (as defined in Regulation
U) constitutes less than 25% of the value of those assets of
each Borrower and each such Borrower's Subsidiaries which are
subject to any limitation on sale, pledge, or other restriction
hereunder.
     5.11 Material Agreements.  No Borrower nor any Borrower's
Subsidiary is a party to any agreement or instrument or subject
to any charter or other corporate restriction which could
reasonably be expected to have a Material Adverse Effect.  No
Borrower nor any Borrower's Subsidiary is in default in the
performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement
to which it is a party, which default could reasonably be
expected to have a Material Adverse Effect.
     5.12 Compliance With Laws.  Each Borrower and its
Subsidiaries have complied with all applicable statutes, rules,
regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or
the ownership of their respective Property, except for any
failure to comply with any of the foregoing which could not
reasonably be expected to have a Material Adverse Effect.
     5.13 Ownership of Property.  Except as set forth on
Schedule 5.13 hereto, each Borrower and its Subsidiaries will
have good title, free of all Liens (other than those permitted
under Section 6.14 hereof), to all of the Property and assets
reflected in the Guarantor's most recent consolidated financial
statements provided to the Administrative Agent as owned by it.
     5.14 Environmental Matters.  Except as set forth on
Schedule 5.14 hereto, in the ordinary course of its business,
the officers of each Borrower consider the effect of
Environmental Laws on the business of each such Borrower and its
Subsidiaries, in the course of which they identify and evaluate
potential risks and liabilities accruing to each such Borrower
due to Environmental Laws. On the basis of this consideration,
each Borrower has concluded that Environmental Laws cannot
reasonably be expected to have a Material Adverse Effect. No
Borrower nor any of their Subsidiaries has received any notice
to the effect that its operations are not in material compliance
with any of the requirements of applicable Environmental Laws or
are the subject of any investigation evaluating whether any
remedial action is needed to respond to a release of any toxic
or hazardous waste or substance into the environment, which non-
compliance or remedial action could reasonably be expected to
have a Material Adverse Effect.
     5.15 Investment Company Act.  No Borrower nor any of their
Subsidiaries is an "investment company" or a company
"controlled" by an "investment company", within the meaning of
the Investment Company Act of 1940, as amended.
     5.16 Public Utility Holding Company Act.  No Borrower nor
any of their Subsidiaries is a "holding company" or a
"subsidiary company" of a "holding company", or an "affiliate"
of a "holding company" or of a "subsidiary company" of a
"holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.
     5.17 Subordinated Indebtedness.  The Obligations constitute
senior indebtedness which is entitled to the benefits of the
subordination provisions of all outstanding Subordinated Debt.
     5.18 Solvency.
          (i) Immediately after the consummation of the
transactions to occur on the date hereof and immediately
following the making of each Loan, if any, made on the date
hereof and after giving effect to the application of the
proceeds of such Loans, (a) the fair value of the assets of the
Guarantor and its Subsidiaries on a consolidated basis, at a
fair valuation, will exceed the debts and liabilities,
subordinated, contingent or otherwise, of the Guarantor and its
Subsidiaries on a consolidated basis; (b) the present fair
saleable value of the Property of the Guarantor and its
Subsidiaries on a consolidated basis will be greater than the
amount that will be required to pay the probable liability of
the Guarantor and its Subsidiaries on a consolidated basis on
their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute
and matured; (c) the Guarantor and its Subsidiaries on a
consolidated basis will be able to pay their debts and
liabilities subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (d) the
Guarantor and its Subsidiaries on a consolidated basis will not
have unreasonably small capital with which to conduct the
businesses in which they are engaged as such businesses are now
conducted and are proposed to be conducted after the date
hereof.
          (ii) The Guarantor does not intend to, or to permit
any of its Subsidiaries to, and does not believe that it or any
of its Subsidiaries will, incur debts beyond its ability to pay
such debts as they mature, taking into account the timing of and
amounts of cash to be received by it or any such Subsidiary and
the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.

                                 ARTICLE 6

                                 COVENANTS

During the term of this Agreement, unless the Required Lenders
shall otherwise consent in writing:
     6.1 Reporting.  Each Borrower will maintain, for itself and
each of its Subsidiaries, a system of accounting established and
administered in accordance with Agreement Accounting Principles,
and furnish to the Lenders:
          (i) As soon as possible and in any event within 10
days after receipt by any Borrower, a copy of (a) any notice or
claim to the effect that such Borrower or any of its
Subsidiaries is or may be liable to any Person as a result of
the release by such Borrower, any of its Subsidiaries, or any
other Person of any toxic or hazardous waste or substance into
the environment, and (b) any notice alleging any violation of
any federal, state or local environmental, health or safety law
or regulation by such Borrower or any of its Subsidiaries,
which, in either case, could reasonably be expected to have a
Material Adverse Effect.
          (ii) Such other information (including non-financial
information) as any Agent or any Lender may from time to time
reasonably request.
     6.2 Use of Proceeds.  Each Borrower will, and will cause
each Subsidiary to, use the proceeds of the Advances for general
corporate purposes and to provide funds to refinance existing
Indebtedness.  No Borrower will, nor will it permit any
Subsidiary to, use any of the proceeds of the Advances to
purchase or carry any "margin stock" (as defined in Regulation
U).
     6.3 Notice of Default.  Each Borrower will, and will cause
each of its Subsidiaries to, give prompt notice in writing to
the Lenders of the occurrence of any Default or Unmatured
Default and of any other development, financial or otherwise,
which could reasonably be expected to have a Material Adverse
Effect.
     6.4 Conduct of Business.  Each Borrower will, and will
cause each of its Subsidiaries to, carry on and conduct its
business in substantially the same manner and in substantially
the same fields of enterprise as it is presently conducted and
do all things necessary to remain duly incorporated or
organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a corporation,
partnership or limited liability company in its jurisdiction of
incorporation or organization, as the case may be, and maintain
all requisite authority to conduct its business in each
jurisdiction in which its business is conducted unless failure
to maintain such authority could not reasonably be expected to
have a Material Adverse Effect.
     6.5 Taxes.  Each Borrower will, and will cause each of its
Subsidiaries to, timely file complete and correct applicable tax
returns required by law and pay when due all taxes, assessments
and governmental charges and levies upon it or its income,
profits or Property, except those which are being contested in
good faith by appropriate proceedings and with respect to which
adequate reserves have been set aside in accordance with
Agreement Accounting Principles, and except to the extent that
nonpayment could not reasonably be expected to have a Material
Adverse Effect.
     6.6 Insurance.  Each Borrower will and will cause each of
its Subsidiaries to maintain with financially sound and
reputable insurance companies insurance on all its Property in
such amounts and covering such risks as is consistent with sound
business practice, and each Borrower will furnish to any Lender
upon request full information as to the insurance carried.
     6.7 Compliance with Laws.  Each Borrower will, and will
cause each of its Subsidiaries to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject including, without limitation,
all Environmental Laws, except to the extent that noncompliance
could not reasonably be expected to have a Material Adverse
Effect.
     6.8 Maintenance of Properties.  Each Borrower will, and
will cause each of its Subsidiaries to, do all things necessary
to maintain, preserve, protect and keep its Property in good
repair, working order and condition, and make all necessary and
proper repairs, renewals and replacements so that its business
carried on in connection therewith may be properly conducted at
all times except to the extent that failure to make such repair
could not be reasonably be expected to have a Material Adverse
Effect.
     6.9 Inspection.  Each Borrower will, and will cause each of
its Subsidiaries to, permit any Agent and the Lenders, by their
respective representatives and agents, to inspect any of the
Property, books and financial records of such Borrower and such
Subsidiary, to examine and make copies of the books of accounts
and other financial records of such Borrower and such
Subsidiary, and to discuss the affairs, finances and accounts of
such Borrower and such Subsidiary with, and to be advised as to
the same by, their respective officers at such reasonable times
and intervals as any Agent or any Lender may designate.
     6.10 Indebtedness.  No Borrower will, nor will permit,
cause or suffer to exist the Guarantor or any of its
Subsidiaries to, create, incur or suffer to exist any
Indebtedness, except:
          (i)    The Loans hereunder.
          (ii)   The loans and facilities under the U.S. Loan
Agreement
          (iii)  The Pacific Rim Loans
          (iv)   Indebtedness which (a) exists on the date
hereof, (b) is described in Schedule 6.10 to the U.S Loan
Agreement, and (c) has been previously approved by the
Administrative Agent.
          (v) Subordinated Debt with terms and conditions which
in the sole opinion of the Required Lenders are no more
restrictive (with respect to Senior Funded Debt) than
Subordinated Debt in existence on the date hereof.
          (vi)   Indebtedness incurred to refinance existing
Indebtedness permitted pursuant to Sections 6.10(iv) and (v);
provided however, that the maturity date of such new
Indebtedness is no earlier than the maturity date of the
Indebtedness being refinanced and the terms of such new
Indebtedness (including, but not limited to, the amount, the
term, the amount of the annual loan payment or provision for
collateral or additional collateral) are no more disadvantageous
to the Lenders, the Borrower and its Subsidiaries than the terms
of the Indebtedness being refinanced.
          (vii)  Contingent Obligations (when measured together
with the Guarantor and its Subsidiaries) not exceeding the
Dollar Amount of $500,000.
          (viii) Intercompany Indebtedness permitted under
Section 6.13.
          (ix)   Rate Hedging Obligations.
     6.11 Merger.  No Borrower will, nor will it permit any of
its Subsidiaries to, merge or consolidate with or into any other
Person, except that (i) a Subsidiary may amalgamate, merge or
consolidate with or into any Borrower or a Wholly-Owned
Subsidiary and (ii) any Borrower or any Subsidiary may merge,
amalgamate or consolidate with any other Person pursuant to a
Permitted Acquisition, provided that (a) such Borrower or such
Subsidiary shall be the surviving entity and (b) after giving
effect thereto, no Default or Unmatured Default shall exist.
     6.12 Sale of Assets.  No Borrower will suffer the
Guarantor, together with the Guarantor's  Subsidiaries to,
lease, sell or otherwise dispose of its Property to any other
Person, except:
          (i)  Sales of inventory in the ordinary course of
business.
          (ii) Leases, sales or other dispositions of Property
that, together with all other Property of the Guarantor and its
Subsidiaries previously leased, sold or disposed of (other than
inventory in the ordinary course of business) as permitted by
this Section during the term of this Agreement, do not
constitute a Substantial Portion of the Property of the
Guarantor and its Subsidiaries.
     6.13 Investments and Acquisitions.  No Borrower will, nor
will it permit any of its Subsidiaries to, make or suffer to
exist any Investments (including without limitation, loans and
advances to, and other Investments in, any of its Subsidiaries),
or commitments therefor, or to create any Subsidiary or to
become or remain a partner in any partnership or joint venture,
or to make any Acquisition of any Person, except:
          (i)   Cash Equivalent Investments.
          (ii)  Existing Investments in Subsidiaries and other
Investments in existence on the date hereof and described in
Schedule 5.8.
          (iii) Investments (when measured together with the
Guarantor and its Subsidiaries) not to exceed the Dollar Amount
of $5 million in the aggregate at any one time outstanding in
the common stock and investment grade bonds of publicly held
corporations which stocks and bonds are traded on the New York,
American or NASDAQ stock exchanges.
          (iv)  Loans to employees of the Guarantor, any
Borrower or any of the Guarantor or such Borrower's Subsidiaries
which do not exceed, in the aggregate for all such employees at
any one time outstanding the Dollar Amount of $750,000.
          (v)   Loans and advances to and other Investments
(when measured together with the Guarantor and its Subsidiaries)
in any Borrower or any such Borrower's Subsidiaries in the
ordinary course of business not exceeding at any time
outstanding for each Subsidiary, an amount which is the greater
of (i) fifteen percent (15%) greater than the amount of such
loans, advances and other Investments in each such Subsidiary
stated in the Guarantor's consolidated financial statement dated
on or about the immediately preceding February 29 (the "February
Statement"), or (ii) the Dollar Amount of $1 million plus the
amount of such loans, advances and other Investments in each
such Subsidiary stated in the February Statement; provided that
in no event shall such loans, advances and other Investments
exceed for all of the Guarantor's Subsidiaries in the aggregate
at any time outstanding the Dollar Amount of $10 million plus
the aggregate amount of such loans, advances and other
Investments stated in the February Statement.
          (vi)  Permitted Acquisitions.
          (vii) Rate Hedging Agreements.
     6.14 Liens.  No Borrower will, nor will it permit any of
its Subsidiaries to, create, incur, or suffer to exist any Lien
in, of or on the Property of such Borrower or any of its
Subsidiaries, except:
          (i) Liens for taxes, assessments or governmental
charges or levies on its Property if the same shall not at the
time be delinquent or thereafter can be paid without penalty, or
are being contested in good faith and by appropriate proceedings
and for which adequate reserves in accordance with Agreement
Accounting Principles shall have been set aside on its books.
          (ii) Liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar liens
arising in the ordinary course of business which secure payment
of obligations not more than 60 days past due and which are
contested in good faith by appropriate proceedings and for which
adequate reserves shall have been set aside on its books.
          (iii) Liens arising out of pledges or deposits under
worker's compensation laws, unemployment insurance, old age
pensions, or other social security or retirement benefits, or
similar legislation.
          (iv) Liens arising from a judgment rendered or claim
files, not in excess singly or in the aggregate, of the Dollar
Amount of $250,000 in the aggregate for the Guarantor and its
Subsidiaries taken as a whole which the Guarantor or such
Subsidiary shall be contesting diligently in good faith by
proper legal proceedings.
          (v) Liens which exist on the date hereof listed on
Schedule 5.13 incurred by the Guarantor and its Subsidiaries
taken as a whole in the ordinary course of business securing
Indebtedness less than the Dollar Amount of $100,000 in the
aggregate.
          (vi) Any extension, renewal or substitution of or for
any of the foregoing Liens described in this Section 6.14,
provided in each case that (a) the Indebtedness or other
obligation or liability secured by the applicable Lien shall not
exceed the Indebtedness or other obligation or liability
existing immediately prior to such extension, renewal or
substitution and (b) the Lien securing such Indebtedness or
other obligations or liability shall be limited to the Property
which, immediately prior to such extension, renewal or
substitution, secured such Indebtedness or other obligation or
liability, and improvements on or additions to such Property.
          (vii) Liens resulting from inventory purchases arising
in the normal course of business which Liens are solely upon
such inventory purchased and not evidenced by any public filings
and do not secure an amount exceeding the Dollar Amount of
$10,000,000 in the aggregate for the Guarantor and each of its
Subsidiaries taken as a whole at any one time outstanding.
     6.15 Prohibition of Negative Pledge.  No Borrower will, nor
will it permit any of its Subsidiaries to agree, covenant,
warrant, represent, pledge or otherwise commit with or to any
entity other than the Administrative Agent, to not incur,
create, assume or permit to exist, any mortgage, pledge, lien
charge or other encumbrance of any nature whatsoever on all or
any of its assets now or hereafter owned, except for such pledge
made directly in connection with the purchase of inventory in
the ordinary course of business, with a value of such inventory
(valued at the cost of such inventory) owned by the Guarantor,
any Borrower or any Subsidiary taken as a whole not exceeding
the Dollar Amount of $10,000,000 in the aggregate at any time.
     6.16 Affiliates.  No Borrower will, nor will it permit any
of its Subsidiaries to, enter into any transaction (including,
without limitation, the purchase or sale of any Property or
service) with, or make any payment or transfer to, any Affiliate
except in the ordinary course of business and pursuant to the
reasonable requirements of such Borrower's or such Subsidiary's
business and upon fair and reasonable terms no less favorable to
such Borrower or such Subsidiary than the Borrower or such
Subsidiary would obtain in a comparable arms-length transaction.
     6.17 Sale of Accounts. No Borrower will, nor will it permit
any of its Subsidiaries to, sell or otherwise dispose of any
notes receivable or accounts receivable, with or without
recourse, except for accounts which are past due in an aggregate
amount not exceeding the Dollar Amount of $3,000,000, which sum
shall be measured in respect of the Guarantor, all Borrowers and
their Subsidiaries and in each of the Guarantor's fiscal years
(on a consolidated basis) placed with a collection agent for
collection at a commission not exceeding 20% of the amount of
such notes or account recovered.
     6.18 Fiscal year.  No Borrower will, nor will it permit any
of its Subsidiaries to, change its fiscal year.
     6.19 Limitation on the creation of Subsidiaries.
Notwithstanding anything to the contrary contained in this
Agreement, no Borrower will, nor will it permit its Subsidiaries
to, establish, create or acquire any Subsidiary; provided that
any Borrower and any Wholly-Owned Subsidiaries shall be
permitted to establish or create Wholly-Owned Subsidiaries so
long as at least 30 days' prior written notice thereof (or such
lesser notice as is acceptable to the Administrative Agent in
its sole discretion) is given to the Administrative Agent.
     6.20 Subsidiary Dividend.  No Subsidiary of any Borrower
shall in any manner, either directly or indirectly incur or be
bound by any restrictions on dividends from such Subsidiary to
such Borrower, other than those restrictions required by
applicable law.
                                ARTICLE 7

                                 DEFAULTS

The occurrence of any one or more of the following events shall
constitute a Default:

     7.1 Any representation or warranty made or deemed made by
or on behalf of any Borrower or any of its Subsidiaries to the
Lenders or any Agent under or in connection with this Agreement,
any Loan, or any certificate or information delivered in
connection with this Agreement or any other Document shall be
materially false on the date as of which made (or deemed made).
     7.2 Nonpayment of principal of any Loan when due, or
nonpayment of interest upon any Loan or of any facility fee or
other obligations under any of the Documents within five (5)
days after the same becomes due.
     7.3 The breach by any Borrower of any of the terms or
provisions of Article 6.
     7.4 The breach by any Borrower (other than a breach which
constitutes a Default under Section 7.1, 7.2 or 7.3) of any of
the terms or provisions of this Agreement which is not remedied
within fifteen (15) days after written notice from the
Administrative Agent.
     7.5 Failure of any Borrower or any of its Subsidiaries to
pay when due (i) any Indebtedness to any Lender, or (ii) any
other Indebtedness in excess of, singly or in the aggregate  an
outstanding principal amount in excess of the Dollar Amount of
$2,500,000 (any such Indebtedness being herein defined as
"Material Indebtedness"); or the default by the Guarantor or any
of its Subsidiaries in the performance of any term, provision or
condition contained in any agreement under which any such
Material Indebtedness was created or is governed, or any other
event shall occur or condition exist, the effect of which
default or event is to cause, or to permit the holder or holders
of such Material Indebtedness to cause, such Material
Indebtedness to become due prior to its stated maturity; or any
Material Indebtedness of any Borrower, the Guarantor or any of
its Subsidiaries shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a regularly
scheduled payment) prior to the stated maturity thereof, or any
Borrower, the Guarantor or any of its Subsidiaries shall not
pay, or admit in writing its inability to pay, its debts
generally as they become due.
     7.6 Any Borrower, the Guarantor or any of its Subsidiaries
shall (i) have an order for relief entered with respect to it
under the Federal bankruptcy laws or the laws of any other
jurisdiction relating to bankruptcy, insolvency, reorganization
or relief of debtors as now or hereafter in effect, (ii) make an
assignment for the benefit of creditors, (iii) apply for, seek,
consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute
any proceeding seeking an order for relief under the Federal
bankruptcy laws or the laws of any other jurisdiction relating
to bankruptcy, insolvency, reorganization or relief of debtors
as now or hereafter in effect or seeking to adjudicate it a
bankrupt or insolvent, or seeking dissolution, winding up,
liquidation, reorganization, arrangement, adjustment or
composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or
fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take
any corporate or partnership action to authorize or effect any
of the foregoing actions set forth in this Section 7.6 or (vi)
fail to contest in good faith any appointment or proceeding
described in Section 7.7.
     7.7 Without the application, approval or consent of any
Borrower, the Guarantor or any of its Subsidiaries, a receiver,
trustee, examiner, liquidator or similar official shall be
appointed for any such Borrower, the Guarantor or any of its
Subsidiaries or any Substantial Portion of its Property, or a
proceeding described in Section 7.6(iv) shall be instituted
against any Borrower, the Guarantor or any of its Subsidiaries
and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 consecutive
days.
     7.8 Any court, government or governmental agency shall
condemn, seize or other-wise appropriate, or take custody or
control of (each a "Condemnation"), all or any portion of the
Property of the Guarantor, any Borrower and any of the
Guarantor's Subsidiaries which, when taken together with all
other Property of the Guarantor and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of,
during the twelve-month period ending with the month in which
any such Condemnetion occurs, constitutes a Substantial Portion.
     7.9 Any Borrower, the Guarantor or any of its Subsidiaries
shall fail within 60 days to pay, bond or otherwise discharge
any judgment or order for the payment of money in excess of,
singly or in the aggregate, $500,000 (or the applicable
Equivalent Amount in the relevant Agreed Currency) which is not
stayed on appeal or otherwise being appropriately contested in
good faith.
     7.10 Any Borrower, the Guarantor or any of its Subsidiaries
shall (i) be the   subject of any proceeding or investigation
pertaining to the release by any such Borrower, the Guarantor,
any of its Subsidiaries or any other Person of any toxic or
hazardous waste or substance into the environment, or (ii)
violate any Environmental Law, which, in the case of an event
described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect.
     7.11 Any Change in Control shall occur, except such Change
in Control consented to by the Administrative Agent and all
Lenders.
     7.12 Nonpayment by any Borrower, the Guarantor or any of
its Subsidiaries, of any Rate Hedging Obligation when due or the
default or breach by such Borrower, the Guarantor or any such
Subsidiary, of any term, provision or condition contained in any
Rate Hedging Agreement which default or breach continues
(without being waived) beyond any period of grace therein
provided.
     7.13 The occurrence of any "default", as defined in any
Document (other than this Agreement) or the breach of any of the
terms or provisions of any Document (other than this Agreement),
which default or breach continues beyond any period of grace
therein provided and has not been waived.
     7.14 The occurrence of any "Default", as such term is
defined in the U.S. Loan Agreement or the breach of any of the
terms or provisions of the U.S. Loan Agreement, or any default
under any of the documents evidencing the Pacific Rim Loans,
which default or breach continues beyond any period of grace
therein provided and has not been waived.
     7.15 Default (as such term is defined in the Guaranty)
under the Guaranty shall have occurred and be continuing or the
Guaranty shall fail to remain in full force or effect or any
action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Guaranty, or the Guarantor shall fail
to comply with any of the terms or provisions of the Guaranty to
which it is a party, or the Guarantor shall deny that it has any
further liability under the Guaranty to which it is a party, or
shall give notice to such effect.

                                   ARTICLE 8

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1 Acceleration. If any Default described in Section 7.6
or 7.7 occurs with respect to any Borrower, the obligations of
the Lenders to make Loans hereunder shall automatically
terminate and the Obligations shall immediately become due and
payable without any election or action on the part of any Agent
or any Lender. If any other Default occurs, the Required Lenders
(or the Administrative Agent with the consent of the Required
Lenders) may terminate or suspend the obligations of the Lenders
to make Loans hereunder, or declare the Obligations to be due
and payable, or both, whereupon the Obligations shall become
immediately due and payable, on a joint and several basis by
each Borrower, without presentment, demand, protest or notice of
any kind, all of which each Borrower hereby expressly waives.
     8.2 If, within 15 days after acceleration of the maturity
of the Obligations or termination of the obligations of the
Lenders to make Loans hereunder as a result of any Default
(other than any Default as described in Section 7.6 or 7.7 with
respect to any Borrower) and before any judgment or decree for
the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall
so direct, the Administrative Agent shall, by notice to each
Borrower, rescind and annul such acceleration and/or
termination.
     8.3 Amendments. Subject to the provisions of this Article
8, the Required Lenders (or the Administrative Agent with the
consent in writing of the Required Lenders) and all of the
Borrowers may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Documents
or changing in any manner the rights of the Lenders or all of
the Borrowers hereunder or waiving any Default hereunder;
provided, however, that no such supplemental agreement shall,
without the consent of all of the Lenders:
          (i)    Extend the maturity of any Loan or forgive all
or any portion of the principal amount of any Loan or any
interest or fees, or forgive all or any portion of the principal
amount thereof, or reduce the rate or extend the time of payment
of interest or fees hereunder.
          (ii)   Reduce the percentage specified in the
definition of Required Lenders or change any provision
concerning the number or amount of Lenders required to take any
action or refrain from taking any action hereunder.
          (iii)  Extend the Facility Termination Date, or reduce
the amount or extend the payment date for, the mandatory
payments required under Section 2.2, or increase the amount of
the Aggregate Commitment or of the Commitment of any Lender
hereunder, or permit any Borrower to assign its rights under
this Agreement.
          (iv) Amend this Section 8.3.
          (v) Release the Guarantor of any Advance.
No amendment of any provision of this Agreement relating to the
Agents shall be effective without the written consent of the
relevant Agent. Such Agent may waive payment of the fee required
under Section 12.3.2 without obtaining the consent of any other
party to this Agreement.
     8.4 Preservation of Rights.  No delay or omission of the
Lenders or any Agent to exercise any right under the Documents
shall impair such right or be construed to be a waiver of any
Default or an acquiescence therein, and the making of a Loan
notwithstanding the existence of a Default or the inability of
any Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or
further exercise thereof or the exercise of any other right, and
no waiver, amendment or other variation of the terms, conditions
or provisions of the Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section
8.3, and then only to the extent in such writing specifically
set forth. All remedies contained in the Documents or by law
afforded shall be cumulative and all shall be available to the
Agents and the Lenders until the Obligations have been paid in
full.

                                  ARTICLE 9

                             GENERAL PROVISIONS
     9.1 Survival of Representations.  All representations and
warranties of each Borrower contained in this Agreement shall
survive the making of the Loans herein contemplated.
     9.2 Governmental Regulation.  Anything contained in this
Agreement to the contrary notwithstanding, no Lender shall be
obligated to extend credit to any Borrower in violation of any
limitation or prohibition provided by any applicable statute or
regulation.
     9.3 Taxes.  Any Taxes (excluding income taxes on the
overall net income of any Lender) or other similar assessments
or charges made by any governmental or revenue authority in
respect of the Documents shall be paid by the relevant Borrower,
together with interest and penalties, if any.
     9.4 Headings.  Section headings in the Documents are for
convenience of reference only, and shall not govern the
interpretation of any of the provisions of the Documents.
     9.5 Entire Agreement.  The Documents embody the entire
agreement and understanding among the Borrowers, the Agents and
the Lenders and supersede all prior agreements and
understandings among such Borrower, the Agents and the Lenders
relating to the subject matter thereof.
     9.6 Several Obligations, benefits of this Agreement.  The
respective obligations of the Lenders hereunder are several and
not joint and no Lender shall be the partner or agent of any
other (except to the extent to which an Agent is authorized to
act as such). The failure of any Lender to perform any of its
obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person
other than the parties to this Agreement and their respective
successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the
benefits of the provisions of Sections 9.7, 9.11 and 10.11 to
the extent specifically set forth therein and shall have the
right to enforce such provisions on its own behalf and in its
own name to the same extent as if it were a party to this
Agreement.
     9.7 Expenses; Indemnification.  (i) Each Borrower shall
reimburse each Agent and the Arranger for any costs, internal
charges and out-of-pocket expenses (including reasonable
attorneys' fees and time charges of attorneys for each Agent,
which attorneys may be employees of any Agent) paid or incurred
by any Agent or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review,
amendment, modification, and administration of the Documents.
The Borrower also agrees to reimburse each Agent, the Arranger
and the Lenders for any costs, internal charges and out-of-
pocket expenses (including reasonable attorneys' fees and time
charges of attorneys for each Agent, the Arranger and the
Lenders, which attorneys may be employees of any Agent, the
Arranger or the Lenders) paid or incurred by any Agent, the
Arranger or any Lender in connection with the collection and
enforcement of the Documents.
          (ii) The Borrower hereby further agrees to indemnify
each Agent, the Arranger  and each Lender, its directors,
officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including,
without limitation, all expenses of litigation or preparation
therefor whether or not such Agent, the Arranger or any Lender
is a party thereto) which any of them may pay or incur arising
out of or relating to this Agreement, the other Documents, the
transactions contemplated hereby or the direct or indirect
application or proposed application of the proceeds of any Loan
hereunder except to the extent that they have resulted from the
gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this
Section 9.7 shall survive the termination of this Agreement.
     9.8 Numbers of Documents.  All statements, notices, closing
documents, and requests hereunder shall be furnished to the
relevant Agent with sufficient counterparts so that such Agent
may furnish one to each of the Lenders.
     9.9 Accounting.  Except as provided to the contrary herein,
all accounting terms used herein shall be interpreted and all
accounting determinations hereunder shall be made in accordance
with Agreement Accounting Principles, except that any
calculation or determination which is to be made on a
consolidated basis shall be made for the Guarantor and all its
Subsidiaries, including those Subsidiaries, if any, which are
unconsolidated on the Guarantor's audited financial statements.
     9.10 Severability of Provisions.  Any provision in any
Document that is held to be inoperative, unenforceable, or
invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable, or invalid without affecting the
remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Documents
are declared to be severable.
     9.11 Nonliability of Lenders.  The relationship between
each Borrower on the one hand and the Lenders and the Agents on
the other hand shall be solely that of borrower and lender.
Neither the Agents, the Arranger nor any Lender shall have any
fiduciary responsibilities to any Borrower. Neither the Agents,
the Arranger nor any Lender undertakes any responsibility to any
Borrower to review or inform such Borrower of any matter in
connection with any phase of such Borrower's business or
operations. Each Borrower agrees that neither the Agents, the
Arranger nor any Lender shall have liability to such Borrower
(whether sounding in tort, contract or otherwise) for losses
suffered by such Borrower in connection with, arising out of, or
in any way related to, the transactions contemplated and the
relationship established by the Documents, or any act, omission
or event occurring in connection therewith, unless it is
determined in a final non-appealable judgment by a court of
competent jurisdiction that such losses resulted from the gross
negligence or willful misconduct of the party from which
recovery is sought.
     9.12 Confidentiality.  Each Lender agrees to hold any
confidential information which it may receive from any Borrower
pursuant to this Agreement in confidence, except for disclosure
(i) to its Affiliates, any Agent and to other Lenders and their
respective Affiliates, (ii) to legal counsel, accountants, and
other professional advisors to such Lender or to a Transferee,
(iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation, or legal process,
(v) to any Person in connection with any legal proceeding to
which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to
legal counsel, accountants and other professional advisors to
such counterparties, and (vii) permitted by Section 12.4.
     9.13 Nonreliance.  Each Lender hereby represents that it is
not relying on or looking to any margin stock (as defined in
Regulation U of the Board of Governors of the Federal Reserve
System) for the repayment of the Loans provided for herein.

                                  ARTICLE 10

                                  THE AGENTS
     10.1 Appointment Nature of Relationship.  ANB is hereby
appointed by each of the Lenders as its contractual
representative (herein referred to as the "Administrative
Agent") hereunder and under each other Documents, and each of
the Lenders irrevocably authorizes the Administrative Agent to
act as the contractual representative of such Lender with the
rights and duties expressly set forth herein and in the other
Documents.  Bank One, N.A., London Branch and Bank One Canada
hereby respectively appointed by each of the Lenders as their
contractual representative (each a "Funding Agent", and
collectively, the "Funding Agents") hereunder and under each
other Documents, and each of the Lenders irrevocably authorizes
the Funding Agents to act as the contractual representative of
such Lender with the rights and duties expressly set forth
herein and in the other Documents (the Administrative Agent and
the Funding Agents are collectively referred to herein as the
"Agents"). The Agents agree to act as such contractual
representative upon the express conditions contained in this
Article 10.  Notwithstanding the use of the defined term
"Agent," it is expressly understood and agreed that none of the
Agents shall have any fiduciary responsibilities to any Lender
by reason of this Agreement or any other Documents and that the
Agents are merely acting as the contractual representative of
the Lenders with only those duties as are expressly set forth in
this Agreement and the other Documents. In their capacity as the
Lenders' contractual representative, the Agents (i) do not
hereby assume any fiduciary duties to any of the Lenders, (ii)
are "representatives" of the Lenders within the meaning of
Section 9-105 of the Uniform Commercial Code and (iii) are
acting as an independent contractors, the rights and duties of
which are limited to those expressly set forth in this Agreement
and the other Documents. Each of the Lenders hereby agrees to
assert no claim against any Agent on any agency theory or any
other theory of liability for breach of fiduciary duty, all of
which claims each Lender hereby waives.
     10.2 Powers.  The Agents shall have and may exercise such
powers under the Documents as are specifically delegated to the
Agents by the terms of each thereof, together with such powers
as are reasonably incidental thereto. The Agents shall have no
implied duties to the Lenders, or any obligation to the Lenders
to take any action thereunder except any action specifically
provided by the Documents to be taken by the Agents.
     10.3 General Immunity.  The Agents and their directors,
officers, agents or employees shall in no event be liable to any
Borrower, the Lenders or any Lender for any action taken or
omitted to be taken by them hereunder or under any other
Document or in connection herewith or therewith except to the
extent such action or inaction is determined in a final non-
appealable judgment by a court of competent jurisdiction to have
arisen from the gross negligence or willful misconduct of such
Person.
     10.4 No Responsibility for Loans, Recitals, etc.  The
Agents and their directors, officers, agents or employees shall
not be responsible for or have any duty to ascertain, inquire
into, or verify (a) any statement, warranty or representation
made in connection with any Document or any borrowing hereunder;
(b) the performance or observance of any of the covenants or
agreements of any obligor under any Document, including, without
limitation, any agreement by an obligor to furnish information
directly to each Lender; (c) the satisfaction of any condition
specified in Article 4, except receipt of items required to be
delivered solely to the Agents; (d) the existence or possible
existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any
Document or any other instrument or writing furnished in
connection therewith; (f) the value, sufficiency, creation,
perfection or priority of any Lien in any collateral security;
or (g) the financial condition of any Borrower or the Guarantor
or of any such Borrower's or such Guarantor's respective
Subsidiaries. The Agents shall have no duty to disclose to the
Lenders information that is not required to be furnished by a
Borrower to an Agent at such time, but is voluntarily furnished
by such Borrower to an Agent (either in its capacity as Agent or
in its individual capacity).
      10.5 Action on Instructions of Lenders.  The Agents shall
in all cases be fully protected in acting, or in refraining from
acting, hereunder and under any other Document in accordance
with written instructions signed by the Required Lenders (or the
unanimous action of the Lenders if required by Section 8.3
hereof), and such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders.
The Lenders hereby acknowledge that the Agents shall be under no
duty to take any discretionary action permitted to be taken by
them pursuant to the provisions of this Agreement or any other
Document unless it shall be requested in writing to do so by the
Required Lenders. The Agents shall be fully justified in failing
or refusing to take any action hereunder and under any other
Document unless they shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of
taking or continuing to take any such action.
     10.6 Employment of Agents and Counsel.  The Agents may
execute any of their duties as Agents hereunder and under any
other Document by or through employees, agents, and attorneys-
in-fact and shall not be answerable to the Lenders, except as to
money or securities received by it or its authorized agents, for
the default or misconduct of any such agents or attorneys-in-
fact selected by it with reasonable care. The Agents shall be
entitled to advice of counsel concerning the contractual
arrangement between the Agents and the Lenders and all matters
pertaining to the Agents' duties hereunder and under any other
Document.
     10.7 Reliance on Documents; Counsel. The Agents shall be
entitled to rely upon any Note, notice, consent, certificate,
affidavit, letter, telegram, statement, paper or document
believed by them to be genuine and correct and to have been
signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the
relevant Agent, which counsel may be employees of the relevant
Agent.
     10.8 Agent's Reimbursement and Indemnification.  The
Lenders agree to reimburse and indemnify each Agent ratably in
proportion to their respective Commitments (or, if the
Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any
amounts not reimbursed by any Borrower for which such Agent is
entitled to reimbursement by such Borrower under the Documents,
(ii) for any other expenses incurred by such Agent on behalf of
the Lenders, in connection with the preparation, execution,
delivery, administration and enforcement of the Documents
(including, without limitation, for any expenses incurred by
such Agent in connection with any dispute between such Agent and
any Lender or between two or more of the Lenders) and (iii) for
any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of
any kind and nature whatsoever which may be imposed on, incurred
by or asserted against such Agent in any way relating to or
arising out of the Documents or any other document delivered in
connection therewith or the transactions contemplated thereby
(including, without limitation, for any such amounts incurred by
or asserted against such Agent in connection with any dispute
between such Agent and any Lender or between two or more of the
Lenders), or the enforcement of any of the terms of the
Documents or of any such other documents, provided that (i) no
Lender shall be liable for any of the foregoing to the extent
any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the
gross negligence or willful misconduct of such Agent and (ii)
any indemnification required pursuant to Section 3.5(vii) shall,
notwithstanding the provisions of this Section 10.8, be paid by
the relevant Lender in accordance with the provisions thereof.
The obligations of the Lenders under this Section 10.8 shall
survive payment of the Obligations and termination of this
Agreement.
     10.9 Notice of Default.  The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any
Default or Unmatured Default hereunder unless the Administrative
Agent has received written notice from a Lender or any Borrower
referring to this Agreement describing such Default or Unmatured
Default and stating that such notice is a "notice of default".
In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice
thereof to the Lenders.
     10.10 Rights as a Lender.  In the event any Agent is a
Lender, such Agent shall have the same rights and powers
hereunder and under any other Document with respect to its
Commitment and its Loans as any Lender and may exercise the same
as though it were not an Agent, and the term "Lender" or
"Lenders" shall, at any time when such Agent is a Lender, unless
the context otherwise indicates, include such Agent in its
individual capacity. Any Agent and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind
of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Document, with
any Borrower or any of such Borrower's Subsidiaries in which
such Borrower or such Subsidiary is not restricted hereby from
engaging with any other Person.
     10.11 Lender Credit Decision.  Each Lender acknowledges
that it has, independently and without reliance upon any Agent,
the Arranger or any other Lender and based on the financial
statements prepared by the Guarantor and such other documents
and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and
the other Documents. Each Lender also acknowledges that it will,
independently and without reliance upon any Agent, the Arranger
or any other Lender 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
Agreement and the other Documents.
     10.12 Successor Agent.  Any Agent may resign at any time by
giving written notice thereof to the Lenders and each Borrower,
such resignation to be effective upon the appointment of a
successor Agent or, if no successor Agent has been appointed,
forty-five days after the retiring Agent gives notice of its
intention to resign.  Any Agent may be removed at any time with
or without cause by written notice received by such Agent from
the Required Lenders, such removal to be effective on the date
specified by the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint,
with the consent of the Borrowers, which consent shall not be
unreasonably withheld or delayed, on behalf of the Borrowers and
the Lenders, a successor Agent; provided, however, that if a
Default or Unmatured Default shall have occurred and be
continuing at the time of such resignation or removal, the
consent of the Borrowers shall not be so required. If no
successor Agent shall have been so appointed by the Required
Lenders and accepted such appointment and, to the extent
required pursuant to the immediately preceding sentence,
consented to by the Borrowers,  within thirty days after the
resigning Agent's giving notice of its intention to resign, then
the resigning Agent may appoint, on behalf of the Borrowers and
the Lenders, a successor Agent. Notwithstanding the previous
sentence, any Agent may at any time without the consent of any
Borrower or any Lender, appoint any of its Affiliates which is a
commercial bank as a successor Agent hereunder. If an Agent has
resigned or been removed and no successor Agent has been
appointed, the Lenders may perform all the duties of such Agent
hereunder and each Borrower shall make all payments in respect
of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor
Agent shall be deemed to be appointed hereunder until such
successor Agent has accepted the appointment. Any such successor
Agent shall be a commercial bank having capital and retained
earnings of at least the Dollar Amount of $ 100,000,000. 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 resigning or removed Agent. Upon the effectiveness
of the resignation or removal of such Agent, the resigning or
removed Agent shall be discharged from its duties and
obligations hereunder and under the Documents. After the
effectiveness of the resignation or removal of an Agent, the
provisions of this Article 10 shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted
to be taken by it while it was acting as an Agent hereunder and
under the other Documents.  In the event that there is a
successor to the Canada Agent by merger or the Canada Agent
assigns its duties and obligations to an Affiliate pursuant to
this Section 10.12, then the term "Prime Rate" and "BA Rate" as
used in this Agreement shall be derived by reference to the
reference rate of the new Canada Agent.
     10.13 Delegation to Affiliates.  Each Borrower and the
Lenders agree that any Agent may delegate any of its duties
under this Agreement to any of its Affiliates.  Any such
Affiliate (and such Affiliate's directors, officers, agents and
employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which
such Agent is entitled under Articles 9 and 10.

                                ARTICLE 11

                        SETOFF; RATABLE PAYMENTS
     11.1 Setoff.  In addition to, and without limitation of,
any rights of the Lenders under applicable law, if any Borrower
becomes insolvent, however evidenced, or any Default occurs, any
and all deposits (including all account balances, whether
provisional or final and whether or not collected or available)
and any other Indebtedness at any time held or owing by any
Lender or any Affiliate of any Lender to or for the credit or
account of such Borrower may be offset and applied toward the
payment of the Obligations owing to such Lender, whether or not
the Obligations, or any part hereof, shall then be due.
     11.2 Ratable Payments.  If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans under the
applicable Facility (other than payments received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that
received by any other Lender under such Facility, such Lender
agrees, promptly upon demand, to purchase a portion of the Loans
held by the other Lenders under such Facility so that after such
purchase each such Lender will hold its ratable proportion of
Loans under such Facility. If any Lender, whether in connection
with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its
Obligations or such amounts which may be subject to setoff, such
Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders under the applicable Facility
share in the benefits of such collateral ratably in proportion
to their Loans under such Facility.  In case any such payment is
disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.  Nothing contained in this Section
11.2 shall modify the effect of Section 2.22 hereof.

                                 ARTICLE 12

                BENEFIT OF AGREEMENT; ASSIGNMENTS;
PARTICIPATIONS
     12.1 Successors and Assigns.  The terms and provisions of
the Documents shall be binding upon and inure to the benefit of
all of the Borrowers and the Lenders and their respective
successors and assigns, except that (i) neither the Guarantor
nor any Borrower shall have the right to assign its rights or
obligations under the Documents and (ii) any assignment by any
Lender must be made in compliance with Section 12.3.
Notwithstanding clause (ii) of this Section, any Lender may at
any time, without the consent of any Borrower or the Agent,
assign all or any portion of its rights under this Agreement and
any Note to a Federal Reserve Bank; provided, however, that no
such assignment to a Federal Reserve Bank shall release the
transferor Lender from its obligations hereunder. The Agent may
treat the Person which made any Loan or which holds any Note as
the owner thereof for all purposes hereof unless and until such
Person complies with Section 12.3 in the case of an assignment
thereof or, in the case of any other transfer, a written notice
of the transfer is filed with the Agent. Any assignee or
transferee of the rights to any Loan or any Note agrees by
acceptance of such transfer or assignment to be bound by all the
terms and provisions of the Documents. Any request, authority or
consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to
any Loan (whether or not a Note has been issued in evidence
thereof), shall be conclusive and binding on any subsequent
holder, transferee or assignee of the rights to such Loan.  Each
Borrower agrees that each Participant that is also a Lender
shall be entitled to the benefit of Article 3 hereof to the same
extent as if it were a Lender and had acquired its interest by
assignment pursuant to Section 12.3 hereof.
     12.2 Participation.
          12.2.1  Permitted Participants, Effect.  Any Lender
may, subject to the provisions of this Section 12.2.1, in the
ordinary course of its business and in accordance with
applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan
owing to such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender
under the Documents. In the event of any such sale by a Lender
of participating interests to a Participant, such Lender's
obligations under the Documents shall remain unchanged, such
Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender
shall remain the owner of its Loans and the holder of any Note
issued to it in evidence thereof for all purposes under the
Documents, all amounts payable by the Borrowers under this
Agreement shall be determined as if such Lender had not sold
such participating interests, and the Borrowers and the Agent
shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under the
Documents.
          12.2.2  Voting Rights.  Except for participations sold
to another Lender, each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment,
modification or waiver of any provision of the Documents other
than any amendment, modification or waiver with respect to any
Loan Facility or Commitment in which such Participant has an
interest which forgives principal, interest or fees or reduces
the interest rate or fees payable with respect to any such Loan
Facility or Commitment, extends the Facility Termination Date,
postpones any date fixed for any regularly-scheduled payment of
principal of, or interest or fees on, any such Loan Facility or
Commitment, releases any guarantor of any such Loan or releases
all or substantially all of the collateral, if any, securing any
such Loan.
          12.2.3  Benefit of Setoff.  Each Borrower agrees that
each Participant shall be   deemed to have the right of setoff
provided in Section 11.1 in respect of its participating
interest in amounts owing under the Documents to the same extent
as if the amount of its participating interest were owing
directly to it as a Lender under the Documents, provided that
each Lender shall retain the right of setoff provided in Section
11.1 with respect to the amount of participating interests sold
to each Participant. The Lenders agree to share with each
Participant, and each Participant, by exercising the right of
setoff provided in Section 11.1, agrees to share with each
Lender, any amount received pursuant to the exercise of its
right of setoff, such amounts to be shared in accordance with
Section 11.2 as if each Participant were a Lender.
     12.3 Assignments.
          12.3.1  Permitted Assignments.  Any Lender may, in the
ordinary course of its business and in accordance with
applicable law, at any time assign to one or more banks or other
entities ("Purchasers") all or any part of its rights and
obligations under the Documents. Such assignment shall be
substantially in the form of Exhibit F or in such other form as
may be agreed to by the parties thereto. The consent of every
Borrower and the Agent shall be required prior to an assignment
becoming effective with respect to a Purchaser which is not a
Lender or an Affiliate thereof; provided, however, that if an
Unmatured Default or a Default has occurred and is continuing,
the consent of the Borrowers shall not be required. Such consent
shall not be unreasonably withheld or delayed. Each such
assignment with  respect to a Purchaser which is not a Lender or
an Affiliate thereof shall (unless the Borrowers and the Agent
otherwise consent) be in an amount not less than the lesser of
(i) the Dollar Amount of $5,000,000 and (ii) the remaining
amount of the assigning Lender's Commitment (calculated as at
the date of such assignment) or outstanding Loans (if the
applicable Commitment has been terminated).
          12.3.2.  Effect, Effective Date.  Upon (i) delivery to
the Agent of a notice of assignment, substantially in the form
attached to Schedule 3 to Exhibit F hereto (a "Notice of
Assignment"), together with any consents required by Section
12.3.(i), and (ii) payment of a $4,000 fee to the Administrative
Agent for processing such assignment, such assignment shall
become effective on the effective date specified in such Notice
of Assignment. The Notice of Assignment shall contain a
representation by the Purchaser to the effect that none of the
consideration used to make the purchase of the Commitment and
Loans under the applicable assignment agreement constitutes
"plan assets" as defined under ERISA and that the rights and
interests of the Purchaser in and under the Documents will not
be "plan assets" under ERISA. On and after the effective date of
such assignment, such Purchaser shall for all purposes be a
Lender party to this Agreement and any other Document executed
by or on behalf of the Lenders and shall have all the rights and
obligations of a Lender under the Documents, to the same extent
as if it were all original party hereto, and no further consent
or action by any Borrower, the Lenders or the Administrative
Agent shall be required to release the transferor Lender with
respect to the percentage of the Aggregate Commitment and Loans
assigned to such Purchaser. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 12.3.2, the
transferor Lender, the Administrative Agent and the Borrowers
shall, if the transferor Lender or the Purchaser desires that
its Loans be evidenced by Notes, make appropriate arrangements
so that new Notes or, as appropriate, replacement Notes are
issued to such transferor Lender and new Notes or, as
appropriate, replacement Notes, are issued to such Purchaser, in
each case in principal amounts reflecting their respective
Commitments, as adjusted pursuant to such assignment.
     12.4 Dissemination of Information.  Each Borrower
authorizes each Lender to disclose to any Participant or
Purchaser or any other Person acquiring an interest in the
Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's
possession concerning the creditworthiness of such Borrower and
its Subsidiaries, including without limitation any information
contained in any Reports; provided that each Transferee and
prospective Transferee agrees to be bound by Section 9.12 of
this Agreement.
     12.5 Tax Treatment.  If any interest in any Document is
transferred to any Transferee which is organized under the laws
of any jurisdiction other than the United States or any State
thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 3.5(iv).

                                  ARTICLE 13

                                    NOTICES

     13.1 Notices.  Except as otherwise permitted by Section
2.14 with respect to borrowing notices, all notices, requests
and other communications to any party hereunder shall be in
writing (including telex, facsimile transmission or similar
writing) and shall be given to such party: (x) in the case of
any Borrower, any Lender or any Agent, at its address or
facsimile number set forth on the signature pages hereof, or (y)
in the case of any party, at such other address or facsimile
number as such party may hereafter specify for the purpose by
notice to the relevant Agent and each Borrower in accordance
with the provisions of this Section 13.1.

The Guarantor shall receive copies of all notices made to any
Borrower hereunder at the address and in the manner set forth in
the Guaranty.   Each such notice, request or other communication
shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section
and confirmation of receipt is received, (ii) if given by mail,
72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid, or (iii) if
given by any other means, when delivered (or, in the case of
telex or facsimile transmission, received) at the address
specified in this Section; provided that notices to the Agent
under Article 2 shall not be effective until received.

     13.2 Change of Address.  Any Borrower, any Agent, the
Guarantor and any Lender may each change the address for service
of notice upon it by a notice in writing to the other parties
hereto.

                                 ARTICLE 14

                                COUNTERPARTS

This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be effective when it
has been executed by each Borrower, the Agents and the Lenders
and each party has notified the Administrative Agent by
facsimile transmission or telephone that it has taken such
action.

                                 ARTICLE 15

                        CHOICE OF LAW, CONSENT TO
                  JURISDICTION; WAIVER OF JURY TRIAL

     15.1 CHOICE OF LAW.  THE DOCUMENTS (OTHER THAN THOSE
CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING,
WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT
OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF
THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
     15.2 CONSENT TO JURISDICTION.  EACH BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY
WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE
VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING
PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST
ANY AGENTS OR ANY LENDER OR ANY AFFILIATE OF SUCH AGENT OR SUCH
LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.
     15.3 WAIVER OF JURY TRIAL.  EACH BORROWER, THE AGENTS AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY DOCUMENT OR
THE RELATIONSHIP ESTABLISHED THEREUNDER.

IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agents
have executed this Agreement as of the date first above written.
BORROWERS:

                BURTEK SYSTEMS, INC.
                BY: \s\ William Garry
                TITLE: Treasurer
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS CANADA, LTD.


                BY: \s\ William Garry
                TITLE: Treasurer
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS (EUROPE), LTD.


                BY: \s\ William Garry
                TITLE: Director
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950

                RESA, SNC


                BY: \s\ William Garry
                TITLE: Co Gerant
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel: 630-208-2200
                Fax: 630-208-2950


                RICHARDSON ELECTRONIQUE SNC


                BY: \s\ William Garry
                TITLE: Co Gerant
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS IBERICA, S.A.


                BY: \s\ William Garry
                TITLE: Managing Director, Presidente
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950



                RICHARDSON ELECTRONICS GMBH


                BY: \s\ William Garry
                TITLE: Gesellschaftsfuhrer
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                RICHARDSON ELECTRONICS BENELUX B.V.


                BY: \s\ William Garry
                TITLE: Managing and Supervising Director
                c/o Richardson Electronics, Ltd.
                40 W. 267 Keslinger Road
                P.O. Box 393
                LaFox, Illinois 60147-0393
                Attention:  William Garry
                Tel:  630-208-2200
                Fax:  630-208-2950


                    ADMINISTRATIVE AGENT

              AMERICAN NATIONAL BANK AND TRUST
                     COMPANY OF CHICAGO


                BY: \s\ Gregory H. Teegen
                TITLE:  Vice President
                120 S. LaSalle Street
                Suite 1201
                Chicago, Illinois 60603
                Attention:  Gregory H. Teegen
                Tel: 312-661-5687
                Fax: 312-661-5034



FUNDING AGENTS:

                BANK ONE, N.A., London Branch


                BY: \s\ Dot O'Flaherty
                TITLE: Vice President
                One Triton Square
                London
                NW1 3FN
                Attention:  Dot O'Flaherty
                Tel: 011-44-20-7903-4150
                Fax: 011-44-20-7903-4148


                BANK ONE CANADA


                BY: \s\ Colleen Delaney
                TITLE: Vice President
                BCE Place
                P.O. Box 613
                161 Bay Street
                Ste. 4240
                Toronto, Ontario
                M5J 2S1
                Attention:  Colleen Delaney
                Tel:(416) 365-5259
                Fax:(416) 363-7574


LENDERS:

Commitments

GBP 914,290     HARRIS TRUST AND SAVINGS BANK
                BY: \s\ Raymond Whitacre
                TITLE: Managing Director
                111 W. Monroe Street
                10 West
                Chicago, Illinois 60603
                Attention:  Raymond Whitacre
                Tel:(312) 461-3436
                Fax:(312) 293-5068


Commitments

CAD 8,457,140   BANK OF MONTREAL
                BY: \s\ Peter Harris
                TITLE: Portfolio Manager
                Vancouver Main Office
                595 Burrard Street
                Vancouver, B.C.
                V7X 1L7
                Attention:  Peter Harris
                Tel:(604) 665-7519
                Fax:(604) 665-7460

Commitments

CAD 6,342,860   NATIONAL CITY CANADA, INC.
                BY: \s\ Caroline Stade
                TITLE: Vice President and General Manager
                130 King Street West, Suite 1800
                P.O. Box 427
                Toronto, Ontario M5X 1E3
                Attention:  Caroline Stade
                Tel:  416-945-6642
                Fax:  416-945-6629


Commitments

GBP 685,710     NATIONAL CITY BANK
                BY: \s\ Michael A. Brothers
                TITLE: Vice President
                One North Franklin Street
                Suite 3600
                Chicago, Illinois 60606
                Attention:  Michael A. Brothers
                Tel:  312-384-4614
                Fax:  312-384-4618


Commitments

GBP 685,710     LASALLE BANK NATIONAL ASSOCIATION
                BY: \s\ Sam Dendrinos
                TITLE: Assistant Vice President
                231 S. LaSalle Street
                Suite 1127
                Chicago, Illinois 60603
                Attention:  Sam Dendrinos
                Tel:  312-904-2609
                Fax:  312-904-5483


Commitments
                LASALLE BUSINESS CREDIT,
                a division of ABN AMRO Bank Canada
CAD             6,342,860

                BY: \s\ Keith Hughes
                TITLE: Vice President
                Suite 1500
                Maritime Life Tower
                79 Wellington Street West
                P.O. Box 114
                Toronto Dominion Center
                Toronto, Ontario M5K 1G8
                Attention:  Keith Hughes
                Tel: (416) 365-2948
                Fax:  (416) 367-7943

Commitments

EUR 11,400,000  BANK ONE, N.A., London Branch
GBP    914,290

                BY: \s\ Dot O'Flaherty
                TITLE: Vice President
                One Triton Square
                London
                NW1 3FN
                Attention:  Dot O'Flaherty
                Tel: 011-44-20-7903-4150
                Fax: 011-44-20-7903-4148

Commitments

CAD   8,457,140 BANK ONE CANADA


                BY: \s\ Colleen Delaney
                TITLE: Vice President
                BCE Place
                P.O. Box 613
                161 Bay Street
                Ste. 4240
                Toronto, Ontario
                M5J 2S1
                Attention: Colleen Delaney
                Tel:(416) 365-5259
                Fax:(416) 363-7574



As part of and not in addition to Euro Commitment of Bank One,
N.A., London Branch pursuant to Section 2.17.1 of the Agreement
                FIRST CHICAGO, LTD.


                BY: \s\ Dot O'Flaherty
                TITLE: Authorized Signatory
                c/o Bank One, N.A., London Branch
                One Triton Square
                London
                NW1 3FN
                Attention:  Dot O'Flaherty
                Tel: 011-44-20-7903-4150
                Fax: 011-44-20-7903-4607



                      PRICING SCHEDULE
APPLICABLE     LEVEL I  LEVEL II  LEVEL III LEVEL IV
  MARGIN        STATUS   STATUS     STATUS   STATUS
------------   -------  --------  --------- --------
Eurocurrency
  Rate           1.00%     1.25%      1.50%    1.75%
BA Rate          1.00%     1.25%      1.50%    1.75%


For the purposes of this Schedule, the following terms have the
following meanings, subject to the final paragraph of this
Schedule:

"Financials" means the annual or quarterly financial statements
of the Guarantor delivered pursuant to the Guaranty.

"Level I Status" exists at any date if, as of the last day of
the fiscal quarter of the Guarantor referred to in the most
recent Financials, the Senior Funded Debt to Cash Flow Ratio is
less than 1.00 to 1.00.

"Level II Status" exists at any date if, asof the last day of
the fiscal quarter of the Guarantor referred to in the most
recent Financials, (i) the Guarantor has not qualified for Level
I Status and (ii) the Senior Funded Debt to Cash Flow Ratio is
less than or equal to 1.50 to 1.00.

"Level III Status" exists at any date if, as of the last day of
the fiscal quarter of the Guarantor referred to in the most
recent Financials, (i) the Guarantor has not qualified for Level
I Status or Level II Status and (ii) the Senior Funded Debt to
Cash Flow Ratio is less than 2.00 to 1.00.

"Level IV Status" exists at any date if the Guarantor has not
qualified for Level I Status, Level II Status or Level III
Status.

"Status" means, at any date of determination, whichever of Level
I Status, Level 11 Status, Level III Status or Level IV Status
exists at such time.

The Applicable Margin set forth above shall be subject to
adjustment (upwards or downwards, as appropriate) based on the
Guarantor's Status as at the end of each fiscal quarter in
accordance with the table set forth above.  The Guarantor's
Status as at the last day of each fiscal quarter shall be
determined from the then most recent annual or quarterly
financial statements of the Guarantor delivered by the Guarantor
pursuant to the Guaranty and the Compliance Certificate
delivered by the Borrower pursuant to the Guaranty.  The
adjustment, if any, to the Applicable Margin shall be effective
commencing five (5) days after the delivery to the Lenders of
such financial statements and Compliance Certificate.  In the
event that the Guarantor shall at any time fail to furnish to
the Lenders such financial statements and Compliance Certificate
within the time limitations specified by the Guaranty, then the
maximum Applicable Margin shall apply from the date of such
failure until the fifth (5th) day after such financial
statements and Compliance Certificate are so delivered.
Notwithstanding anything to the contrary contained herein, the
Guarantor's Status from the date of this Agreement to and
including the later of (i) August 31, 2000 or (ii) five (5) days
after the delivery to the Lenders of the May 31, 2000 financial
statements of the Guarantor accompanied by a current Compliance
Certificate, shall be deemed to be Level III Status.

                           EXHIBIT A
                              NOTE
                                                       [Date]
__________________, a __________________ (the "Borrower"),
promises to pay to the order of__________________ (the "Lender")
the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower pursuant to Article 2 of the Agreement
(as hereinafter defined), in immediately available funds at the
place specified pursuant to Article 2 of the Agreement, together
with interest on the unpaid principal amount hereof at the rates
and on the dates set forth in the Agreement.  The Borrower shall
pay the principal of and accrued and unpaid interest on the
Loans in full on the Facility Termination Date.
The Lender shall, and is hereby authorized to, record on the
schedule attached hereto, or to otherwise record in accordance
with its usual practice, the date and amount of each Loan and
the date and amount of each principal payment hereunder.
This Note is one of the Notes issued pursuant to, and is
entitled to the benefits of, the Revolving Credit Agreement
dated as of July 1, 2000 (which, as it may be amended or
modified and in effect from time to time, is herein called the
"Agreement"), among the Borrowers party thereto, the lenders
party thereto, including the Lender, American National Bank and
Trust Company of Chicago, as Administrative Agent, Bank One,
N.A., London Branch as Eurocurrency Agent, and Bank One Canada,
as Canada Agent, to which Agreement reference is hereby made for
a statement of the terms and conditions governing this Note,
including the terms and conditions under which this Note may be
prepaid or its maturity date accelerated.  This Note is
guaranteed pursuant to the Guaranty, all as more specifically
described in the Agreement, and reference is made thereto for a
statement of the terms and provisions thereof.  Capitalized
terms used herein and not otherwise defined herein are used with
the meanings attributed to them in the Agreement.
                         ______________________________________
By: ___________________________________
Print Name: ____________________________
Title: __________________________________



         SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                              TO
NOTE OF __________________,
DATED _____________


              Principal      Maturity   Principal
              Amount of     Interest      Amount      Unpaid
  Date          Loan        Period        Paid       Balance
--------      ---------     ---------   ---------     -------









                             EXHIBIT B
                        BORROWING NOTICE

DATE: [      ]

TO:  [Funding Agent]

      Fax:
      Attention:

Dear Sir:

The undersigned, [Name of the Borrower] (the "Borrower"), refers
to that certain Revolving Credit Agreement dated as of July 1,
2000 (as it may be amended, supplemented, restated or otherwise
modified from time to time, the "Credit Agreement", the terms
defined therein being used herein as therein defined), by and
among the Borrower, together with the other parties designated
as the "Borrowers" therein, the lenders from time to time
parties hereto (each, a "Lender" and collectively, the
"Lenders"), Bank One , N.A. London Branch, as Euro Agent, Bank
One Canada, as Canada Agent, and American National Bank and
Trust Company of Chicago, as Administrative Agent.  The Borrower
hereby gives you notice, irrevocably, pursuant to Section 2.6 of
the Credit Agreement, that the Borrower hereby requests an
Advance under the Credit Agreement, and in that connection sets
forth below the information relating to such Advance (the
"Proposed Advance") as required by Section 2.6  of the Credit
Agreement:

     (i) The Business Day of the Proposed Advance is __________,
____.

     (ii)     The Type of Advance is [Eurocurrency Rate
Advances] [BA Rate Advances] [Prime Advances].

     (iii)     The aggregate amount of the Proposed Advance is
[Applicable Currency] ______________.

     (iv)     [If the Type of Advances comprising the Proposed
Advance is Eurocurrency Rate Advances or BA Rate Advances:] The
Interest Period for each Advance made as part of the Proposed
Advance is _____ [month(s)] [days].

     (v)     Proceeds of the Proposed Advance are to be wire
transferred to the account(s) of the following person(s) at the
financial institution(s) listed below:


                          Person to be Paid
--------------------------------------------------------
                                        Name and Address
Amount       Name      Account No.        of Transferee
------      -------    -----------      ----------------





The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the
Proposed Advance:
     (A) the representations and warranties contained in Article
5 of the Credit Agreement are correct, before and after giving
effect to the Proposed Advance and to the application of the
proceeds therefrom, as though made on and as of such date,
except to the extent that any such representation or warranty
expressly relates only to an earlier date, in which case they
were correct as of such earlier date; and

     (B) no event has occurred and is continuing, or will result
from such Proposed Advance or from the application of the
proceeds therefrom, which constitutes a Default or an Unmatured
Default.

                                       Very truly yours,

                                       [NAME OF BORROWER]


                                        By:
                                        Name:
                                        Title:



                                EXHIBIT C

                         CONTINUATION NOTICE

DATE: [   ]

TO:  [Funding Agent]

Fax:
Attention:

Dear Sir:

We refer to Section 2.7.1 of the Revolving Credit Agreement,
dated as of July 1, 2000, by and among the parties designated as
the "Borrowers" therein, the lenders from time to time parties
hereto, Bank One, N.A. London and Bank One Canada, as Funding
Agents, and American National Bank and Trust Company of Chicago,
as Administrative Agent (the "Credit Agreement").  Unless
otherwise defined herein, capitalized terms used herein have the
meanings given to them in the Credit Agreement.

We hereby confirm our request that the present outstanding
Advance be continued at maturity, effective the last day of the
applicable Interest Period in accordance with Section 2.7.1 in
the form of an Advance in the amount of [________] maturing
[_______] for a new Interest Period terminating on [_______].

The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the effective
date of the continuation:
(A) the representations and warranties contained in Article 5 of
the Credit Agreement are correct, before and after giving effect
to the continuation and to the application of the proceeds
therefrom, as though made on and as of such date, except to the
extent that any such representation or warranty expressly
relates only to an earlier date, in which case they were correct
as of such earlier date; and

(B) no event has occurred and is continuing, or will result from
such continuation or from the application of the proceeds
therefrom, which constitutes a Default or an Unmatured Default.
[BORROWER]


Name:
Title:
                                                            c/s

Name:
Title:


                              EXHIBIT D

                            ROLLOVER NOTICE

DATE:  [   ]

TO:

Fax:
Attention:


Dear Sir:

We refer to Section 2.7 of the Revolving Credit Agreement, dated
as of July 1, 2000, by and among Burtek Systems, Inc., a
Canadian corporation, Richardson Electronics Canada, Ltd., a
Canadian corporation; Richardson Electronics (Europe) Ltd., an
English limited liability company; RESA, SNC, a French
partnership, Richardson Electronique France SNC, a French
partnership, Richardson Electronics Iberica, S.A., a Spanish
corporation, Richardson Electronics GmbH, a German limited
liability company, Richardson Electronics Benelux B.V., a Dutch
private limited liability company; the lenders from time to time
parties hereto, American National Bank and Trust Company of
Chicago, as Administrative Agent, Bank One, N.A., London Branch,
as Eurocurrency Agent and Bank One Canada, as Canada Agent, (the
"Credit Agreement").  Unless otherwise defined herein,
capitalized terms used herein have the meanings given to them in
the Credit Agreement.

We hereby confirm our request that the present outstanding
Advances by way of BA Rate Advance be rolled over at maturity,
effective the last day of the applicable BA Interest Period in
accordance with Section 2.7 in the form of a new BA Rate Advance
the amount of CAD [________] maturing [_______] for a new BA
Interest Period terminating on [_______].

As of the date hereof no Default has occurred and is continuing
which has not been waived nor has any event occurred and is
continuing which would, with the giving of notice or the passage
of time or both, constitute a Default.


                                         [CANADA-BORROWER]


                                         Name:
                                         Title:
                                         c/s


                                         Name:
                                         Title:


                                EXHIBIT E

                           NOTICE OF CONVERSION

DATE: [  ]

TO: [   ]

Dear Sir:

We refer to Section 2.7 of the Revolving Credit Agreement, dated
as of July 1, 2000, by and among Burtek Systems, Inc., a
Canadian corporation, Richardson Electronics Canada, Ltd., a
Canadian corporation; Richardson Electronics (Europe) Ltd., an
English limited liability company; RESA, SNC, a French
partnership, Richardson Electronique, a French partnership,
Richardson Electronics Iberica, S.A., a Spanish corporation,
Richardson Electronics GmbH, a German limited liability company,
Richardson Electronics Benelux B.V., a Dutch private limited
liability company; the lenders from time to time parties hereto,
American National Bank and Trust Company of Chicago, as
Administrative Agent, Bank One, N.A., London Branch, as
Eurocurrency Agent and Bank One Canada as Canada Agent (the
"Credit Agreement").  Unless otherwise defined herein,
capitalized terms used herein have the meanings given to them in
the Credit Agreement.

We hereby give notice of our irrevocable request for a
conversion of Advances pursuant to Section 2.7.

We have outstanding CAD _________ by way of [Prime Advance, BA
Rate Advance] [in the case of a BA Rate Advance] expiring
____________.]  Please convert CAD _________ outstanding by way
of [Prime Advance, BA Rate Advance] into a _____________ [Prime
Advance, BA Rate Advance] on the ______ day of ___________,
_____, in the principal amount(s) of CAD__________.
As of the date hereof no Default has occurred and is continuing
which has not been waived nor has any event occurred and is
continuing which would, with the giving of notice or the passage
of time or both, constitute a Default.

                                       [NAME OF CANADA-BORROWER]


                                       Name:
                                       Title:
                                                            c/s
                                       Name:
                                       Title:


                                EXHIBIT F
                           ASSIGNMENT AGREEMENT

This Assignment Agreement (this "Assignment Agreement") between
____________________________ (the "Assignor") and
__________________ (the "Assignee") is dated as of
__________________, _____.  The parties hereto agree as follows:
     1.  PRELIMINARY STATEMENT.  The Assignor is a party to a
Revolving Credit Agreement (which, as it may be amended,
modified, renewed or extended from time to time is herein called
the "Credit Agreement") described in Item I of Schedule 1
attached hereto ("Schedule 1").  Capitalized terms used herein
and not otherwise defined herein shall have the meanings
attributed to them in the Credit Agreement.
     2.  ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells
and assigns to the Assignee, and the Assignee hereby purchases
and assumes from the Assignor, an interest in and to the
Assignor's rights and obligations under the Credit Agreement and
the other Documents, such that after giving effect to such
assignment the Assignee shall have purchased pursuant to this
Assignment Agreement the percentage interest specified in Item 3
of Schedule 1 of all outstanding rights and obligations under
the Credit Agreement and the other Documents relating to the
facilities listed in Item 3 of Schedule 1. The aggregate
Commitment (or Loans, if the applicable Commitment has been
terminated) purchased by the Assignee hereunder is set forth in
Item 4 of Schedule 1.
     3.  EFFECTIVE DATE. The effective date of this Assignment
Agreement (the "Effective Date") shall be the later of the date
specified in Item 5 of Schedule 1 or five (5) Business Days (or
such shorter period agreed to by the Agent) after this
Assignment Agreement, together with any consents required under
the Credit Agreement, are delivered to the Agent. In no event
will the Effective Date occur if the payments required to be
made by the Assignee to the Assignor on the Effective Date are
not made on the proposed Effective Date.
     4.  PAYMENT OBLIGATIONS.  In consideration for the sale and
assignment of Loans hereunder, the Assignee shall pay the
Assignor, on the Effective Date, the amount agreed to by the
Assignor and the Assignee. On and after the Effective Date, the
Assignee shall be entitled to receive from the Agent all
payments of principal, interest and fees with respect to the
interest assigned hereby. The Assignee will promptly remit to
the Assignor any interest on Loans and fees received from the
Agent which relate to the portion of the Commitment or Loans
assigned to the Assignee hereunder for periods prior to the
Effective Date and not previously paid by the Assignee to the
Assignor. In the event that either party hereto receives any
payment to which the other party hereto is entitled under this
Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.
     5.  RECORDATION FEE.  The Assignor and Assignee each agree
to pay one-half of the recordation fee required to be paid to
the Agent in connection with this Assignment Agreement unless
otherwise specified in Item 6 of Schedule 1.
     6.  REPRESENTATIONS OF THE ASSIGNOR, LIMITATIONS ON THE
ASSIGNOR'S LIABILITY.  The Assignor represents and warrants that
(i) it is the legal and beneficial owner of the interest being
assigned by it hereunder, (ii) such interest is free and clear
of any adverse claim created by the Assignor and (iii) the
execution and delivery of this Assignment Agreement by the
Assignor is duly authorized. It is understood and agreed that
the assignment and assumption hereunder are made without
recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee. Neither
the Assignor nor any of its officers, directors, employees,
agents or attorneys shall be responsible for (i) the due
execution, legality, validity, enforceability, genuineness,
sufficiency or collectability of any Document, including without
limitation, documents granting the Assignor and the other
Lenders a security interest in assets of any Borrower or any
guarantor, (ii) any representation, warranty or statement made
in or in connection with any of the Documents, (iii) the
financial condition or creditworthiness of any Borrower or any
guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Documents, (v) inspecting any
of the property, books or records of any Borrower, (vi) the
validity, enforceability, perfection, priority, condition, value
or sufficiency of any collateral securing or purporting to
secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans
or the Documents.

     7.  REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE.  The
Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements
requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement,
(ii) agrees that it will, independently and without reliance
upon the Agent, the Assignor or any other Lender and based on
such documents and information at it shall deem appropriate at
the time, continue to make its own credit decisions in taking or
not taking action under the Documents, (iii) appoints and
authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under the Documents as are delegated
to the Agent by the terms thereof, together with such powers as
are reasonably incidental thereto, (iv) confirms that the
execution and delivery of this Assignment Agreement by the
Assignee is duly authorized, (v) agrees that it will perform in
accordance with their terms all of the obligations which by the
terms of the Documents are required to be performed by it as a
Lender, (vi) agrees that its payment instructions and notice
instructions are as set forth in the attachment to Schedule 1,
(vii) confirms that none of the funds, monies, assets or other
consideration being used to make the purchase and assumption
hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Documents will
not be "plan assets" under ERISA, (viii) agrees to indemnify and
hold the Assignor harmless against all losses, costs and
expenses (including, without limitation, reasonable attorneys'
fees) and liabilities incurred by the Assignor in connection
with or arising in any manner from the Assignee's non-
performance of the obligations assumed under this Assignment
Agreement, and (ix) if applicable, attaches the forms prescribed
by the Internal Revenue Service of the United States certifying
that the Assignee is entitled to receive payments under the
Documents without deduction or withholding of any United States
federal income taxes.
     8.  GOVERNING LAW.  This Assignment Agreement shall be
governed by the internal law, and not the law of conflicts, of
the State of Illinois.
     9.   NOTICES.  Notices shall be given under this Assignment
Agreement in the manner set forth in the Credit Agreement. For
the purpose hereof, the addresses of the parties hereto (until
notice of a change is delivered) shall be the address set forth
in the attachment to Schedule 1.
     10. COUNTERPARTS, DELIVERY BY FACSIMILE.  This Assignment
Agreement may be executed in counterparts. Transmission by
facsimile of an executed counterpart of this Assignment
Agreement shall be deemed to constitute due and sufficient
delivery of such counterpart and such facsimile shall be deemed
to be an original counterpart of this Assignment Agreement.
IN WITNESS WHEREOF, the duly authorized officers of the parties
hereto have executed this Assignment Agreement by executing
Schedule 1 hereto as of the date first above written.


                             SCHEDULE 1
                     to Assignment Agreement

1.     Description and Date of Credit Agreement:
2.     Date of Assignment Agreement: _________, ____:
3.     Amounts (As of Date of Item 2 above):
     a. Assignee's percentage of each Facility purchased under
the Assignment Agreement**  ______%



     b. Amount of each Facility purchased under the Assignment
Agreement*** ____




4. Assignee's Commitment purchased hereunder:____
5. Proposed Effective Date:       _________________

Accepted and Agreed:
[NAME OF ASSIGNOR]               [NAME OF ASSIGNEE]
By:  _____________________________     By:
________________________
Title:____________________________Title:_______________________

         Attachment to SCHEDULE I to ASSIGNMENT AGREEMENT
             ADMINISTRATIVE INFORMATION SHEET

  Attach Assignor's Administrative Information Sheet, which must
    include notice addresses for the Assignor and the Assignee
                 (Sample form shown below)

                    ASSIGNOR INFORMATION
Contact:
Name:_______________________________ Telephone No.:_____________
Fax No.:  __________________________ Telex No.: ________________
                                     Answerback:________________
Payment Information:
Name & ABA # of Destination Bank:______________________________

                                 ______________________________

Account Name & Number for Wire Transfer:  _____________________

                                          _____________________
Other Instructions:
_______________________________________________________
________________________________________________________________
Address for Notices for Assignor:
________________________________________________________________
________________________________________________________________
ASSIGNEE INFORMATION
Credit Contact:
Name:  ___________________________      Telephone No.:
_____________
Fax No.:  _________________________ Telex No.: _________________
                                    Answerback:_________________
Key Operations Contacts:
Booking Installation: ______________ Booking Installation:______
Name: __________________________     Name: _____________________
Telephone No.: ___________________       Telephone No.:
____________
Fax No.: ________________________    Fax No.: __________________
Telex No.: _______________________     Telex No.:
_______________
Answerback: _____________________     Answerback:
_________________
Payment Information:

Name & ABA # of Destination Bank:_______________________________
     ________________________________________________
Account Name & Number for Wire Transfer:______________________
Other Instructions: ____________________________________________
________________________________________________________________
Address for Notices for Assignee:  _____________________________

________________________________________________

________________________________________________

AGENT INFORMATION
Assignee will be called promptly upon receipt of the signed
agreement.
Administrative Agent Information:
Initial Funding Contact:           Subsequent Operations
Contact:
Name:     _________________  Name:______________________________
Telephone No.: (312)_______  Telephone No.: (312) ________
Fax No.: (312)_____________  Fax No.:  (312)     ________
                             ANB Telex No.:
Eurocurrency Agent Information:
Initial Funding Contact:     Subsequent Operations Contact:
Name:___________________     Name:_____________________________
Telephone No.: (312)___      Telephone No.: (312)     ____
Fax No.:  (312)___           Fax No.:  (312)     ____
                             ANB Telex No.:
Canada Agent Information:
Initial Funding Contact:         Subsequent Operations Contact:
Name: _____________________  Name:_____________________________
Telephone No.: (312)_______  Telephone No.: (312)_____________
Fax No.:  (312)____________  Fax No.: (312) __________
                             ANB Telex No.:

Initial Funding Standards:
Eurocurrency Rate Advances (other than in GBP) and BA Rate
Advances -  Fund 2 Business Days after rates are set.

Advances denominated in GBP - Fund same Business Day rates are
set.

Prime Advances - Fund 1 Business Day after rates are set.

Administrative Agent Wire Instructions:

Address for Notices to Administrative Agent:

Eurocurrency Agent Wire Instructions:

Address for Notices to Eurocurrency Agent:

Canada Agent Wire Instructions:

Address for Notices to Canada Agent:


                              EXHIBIT G
                     FORM OF BORROWER OPINION

The Agent and the Lenders who are parties to the
Revolving Credit Agreement described below.

Gentlemen/Ladies:

We are counsel for [name of the Borrower] (the "Borrower"), and
have represented the Borrower in connection with its execution
and delivery of a Revolving Credit Agreement dated as of July 1,
2000 (the "Agreement") among the Borrower, the parties
designated as the "Borrowers" therein, the Lenders named
therein, American National Bank and Trust Company of Chicago, as
Administrative Agent, Bank One, N.A., London Branch, as
Eurocurrency Agent, and Bank One Canada as Canada Agent and
providing for Advances in an aggregate principal amount not
exceeding CAD 29,600,000; EUR11,400,000; and GBP 3,200,000, at
any one time outstanding. All capitalized terms used in this
opinion and not otherwise defined herein shall have the meanings
attributed to them in the Agreement.

We have examined the Borrower's [describe, if applicable,
appropriate evidence of authority to enter into the transaction
and constitutive documents, articles, statuts, etc.] (the
"Constitutive Documents") of Borrower, the Documents and such
other matters of fact and law which we deem necessary in order
to render this opinion. Based upon the foregoing, it is our
opinion that:
     1. Each of the Borrower and its Subsidiaries is a
corporation, partnership or limited liability company duly and
properly incorporated or organized, as the case may be, validly
existing and (to the extent such concept applies to such entity)
in good standing under the laws of its jurisdiction of
incorporation or organization and has all requisite authority to
conduct its business in each jurisdiction in which its business
is conducted.
     2. The execution and delivery by the Borrower of the
Documents and the performance by the Borrower of its obligations
thereunder have been duly authorized by such proper corporate
proceedings (if any) on the part of the Borrower as may be
required under the laws of Borrower's jurisdiction of
organization and Borrower's Constitutive Documents and will not:
          (a)     require any consent of the Borrowers
shareholders or members (other than any such consent as has
already been given and remains in full force and effect);
          (b)     violate (i) any law, rule, regulation, order,
writ, judgment, injunction, decree or award known to us after
due inquiry to be binding on the Borrower or any of its
Subsidiaries or (ii) the Borrower's or any Subsidiary's
Constitutive Documents, as the case may be, or (iii) the
provisions of any indenture, instrument or agreement known to us
after due inquiry to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which it, or its
Property, is bound, or conflict with or constitute a default
thereunder; or
          (c)     result in, or require, the creation or
imposition of any Lien in, of or on the Property of the Borrower
or a Subsidiary pursuant to the terms of any indenture,
instrument or agreement known to us after due inquiry to be
binding upon the Borrower or any of its Subsidiaries.
     3. The Documents have been duly executed and delivered by
the Borrower and constitute legal, valid and binding obligations
of the Borrower enforceable against the Borrower in accordance
with their terms except to the extent the enforcement thereof
may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and
subject also to the availability of equitable remedies if
equitable remedies are sought.
     4. To the best of our knowledge after due inquiry, there is
no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or threatened against the Borrower
or any of its Subsidiaries which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect.
     5. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect
of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the Borrower
or any of its Subsidiaries, is required to be obtained by the
Borrower or any of its Subsidiaries in connection with the
execution and delivery of the Documents, the borrowings under
the Agreement, the payment and performance by the Borrower of
the Obligations, or the legality, validity, binding effect or
enforceability of any of the Documents.
     6. (i) The governing law clause, subjecting the Documents
to Illinois law, are valid under the law of the Borrower's
country.
        (ii) Under the law of the Borrower's country, Illinois
law will be applied to any agreement such as the Documents,
which under the law of the Borrower's country have been validly
subjected to Illinois law, except to the extent that any term of
such agreements or any provision of Illinois law applicable to
such Documents violates an important public policy of the
Borrower's country.
        (iii) None of the terms of the Documents violates an
important public policy of the Borrower' s country.
(iv)     Assuming that the Documents are legal, valid, binding
and enforceable under Illinois law, the Documents are
enforceable against the Borrower in accordance with their
respective terms under the laws, including the civil procedure
rules, of the Borrower's country, except that the enforceability
of the Documents may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally.
     7. A final and conclusive judgment (even though subject to
appeal) for a definite sum awarded against the Borrower by an
Illinois State or a United States Federal court sitting in
Illinois will be enforced, without re-examination or re-
litigation of the matters adjudicated, by the courts of the
Borrower's country, provided that (i) the judgment was not
obtained by fraud, (ii) enforcement of the judgment would not be
contrary to the public policy of the Borrower's country, (iii)
the judgment is not inconsistent with a judgment of a court in
the Borrower's country in respect of the same matter, (iv) the
judgment is not for multiple damages and (v) enforcement
proceedings are instituted within _____ after the date of the
judgment.
     8. There is no tax, levy, impost, deduction, charge or
withholding imposed by the Borrower's country or any political
subdivision or taxing authority thereof or therein either (i) on
or by virtue of the execution or delivery of the Documents or
any other document to be furnished thereunder or (ii) on any
payment to be made by the Borrower pursuant to the Documents.
     9. To ensure the validity and enforceability or
admissibility in evidence of the Documents in the courts of the
Borrower' s country, it is not necessary that the Documents or
any other document be filed or recorded with any governmental,
administrative or other authority or court in the Borrower's
country or that any stamp or similar tax be paid on or in
respect of the Documents.
This opinion may be relied upon by the Agents, the Lenders and
their participants, assignees and other transferees.
                                      Very truly yours,




                              EXHIBIT H

           LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION
To American National Bank and Trust Company of Chicago,
as Administrative Agent (the "Administrative Agent"), Bank One,
N.A., London Branch (the "Eurocurrency Agent"), Bank One Canada
(the "Canada Agent")  under the Revolving Credit Agreement
Described Below.
Re:     Revolving Credit Agreement, dated July 1, 2000 (as the
same may be amended or modified, the "Credit Agreement"), among
Burtek Systems, Inc., Richardson Electronics Canada, Ltd.,
Richardson Electronics (Europe) Ltd., RESA, SNC, Richardson
Electronique, Richardson Electronics Iberica, S.A., Richardson
Electronics GmbH, Richardson Electronics Benelux B.V., (each, a
"Borrower" and collectively the "Borrowers"), the Lenders named
therein, the Administrative Agent, the Eurocurrency Agent and
the Canada Agent.  The Administrative Agent, the Eurocurrency
Agent and the Canada Agent are collectively hereinafter referred
to as the "Agents" and each individually an "Agent."
Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned thereto in the Credit
Agreement.

The relevant Agent is specifically authorized and directed to
act upon the following standing money transfer instructions with
respect to the proceeds of Advances or other extensions of
credit from time to time until receipt by the relevant Agent of
a specific written revocation of such instructions by any
Borrower, provided, however, that the relevant Agent may
otherwise transfer funds as hereafter directed in writing by
such Borrower in accordance with Section 13.1 of the Credit
Agreement or based on any telephonic notice made in accordance
with Section 2.14 of the Credit Agreement.

Facility Identification Number(s) ______________________________
Customer/Account Name__________________________________________
Transfer Funds To  __________________________________________
     ___________________________________________________________
For Account No._________________________________________
Reference/Attention To ________________________________________
Authorized Officer (Customer Representative)     Date
_____________

(Please Print)                                   Signature
Bank Officer Name                              Date
(Please Print)                               Signature

                             EXHIBIT I
                   FORM OF GUARANTOR OPINION
The Agents and the Lenders who are parties to the
Revolving Credit Agreement described below.

Gentlemen/Ladies:

We are counsel for Richardson Electronics, Ltd. (the
"Guarantor"), and have represented the Guarantor in connection
with its execution and delivery of a Guaranty dated as of July
1, 2000 (the "Guaranty") entered into pursuant to that certain
Revolving Credit Agreement among the parties designated as the
"Borrowers" therein (collectively, the "Borrowers" and each
individually a "Borrower"), the Lenders named therein, Bank One,
N.A. London and Bank One Canada, as Funding Agents, and American
National Bank and Trust Company of Chicago, as Administrative
Agent (the "Agreement").  We are also Illinois counsel to the
Borrowers on this matter.  Pursuant to the Agreement, the
Lenders agreed to provide for Advances in an aggregate principal
amount not exceeding CAD 29,600,000; EUR11,400,000; and GBP
3,200,000, at any one time outstanding. All capitalized terms
used in this opinion and not otherwise defined herein shall have
the meanings attributed to them in the Agreement.
We have examined the Guarantor's [describe constitutive
documents of Guarantor and appropriate evidence of authority to
enter into the transaction], the Guaranty, the Agreement and
other Documents and such other matters of fact and law which we
deem necessary in order to render this opinion. In connection
with opinion 4, we understand you have received the opinions of
each Borrower's counsel in connection with the existence and
authority of each Borrower to execute, deliver and perform its
obligations under the Agreement and for purposes of such opinion
we have assumed such valid existence and authority. Based upon
the foregoing, it is our opinion that:

     1.  The Guarantor is a corporation duly and properly
incorporated, validly existing and in good standing under the
laws of the State of Delaware and has all requisite authority to
conduct its business in each jurisdiction in which its business
is conducted.

     2.  The execution and delivery by the Guarantor of the
Guaranty and the performance by the Guarantor of its obligations
thereunder have been duly authorized by such proper corporate
proceedings on the part of the Guarantor and will not:

          (a) require any consent of the Guarantor's
stockholders (other than any such consent as has already been
given and remains in full force and effect);
          (b) violate (i) any law, rule, regulation, order,
writ, judgment, injunction, decree or award known to us after
due inquiry to be binding on the Guarantor or (ii) the
Guarantor's certificate of incorporation or by-laws, or (iii)
the provisions of any indenture, instrument or agreement known
to us after due inquiry to which the Guarantor is a party or is
subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder; or
          (c) result in, or require, the creation or imposition
of any Lien in, of or on the Property of the Guarantor pursuant
to the terms of any indenture, instrument or agreement known to
us after due inquiry to be binding upon the Guarantor.
     3. The Guaranty has been duly executed and delivered by the
Guarantor and constitutes the legal, valid and binding
obligation of the Guarantor enforceable against the Guarantor in
accordance with its terms except to the extent the enforcement
thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and
subject also to the availability of equitable remedies if
equitable remedies are sought.

     4. The Agreement has been duly executed and delivered by
each Borrower and constitutes the valid and binding obligation
of each Borrower, in accordance with its terms except to the
extent the enforcement thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of
creditors' rights generally and subject also to the availability
of equitable remedies if equitable remedies are sought.

     5. To the best of our knowledge after due inquiry, there is
no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, threatened against the
Guarantor which, if adversely determined, could reasonably be
expected to have a Material Adverse Effect.

     6. No order, consent, adjudication, approval, license,
authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect
of any governmental or public body or authority, or any
subdivision thereof, which has not been obtained by the
Guarantor, is required to be obtained by the Guarantor in
connection with the execution and delivery of the Guaranty, the
borrowings under the Agreement, the payment and performance by
the Guarantor of the Obligations, or the legality, validity,
binding effect or enforceability of any of the Documents.

This opinion may be relied upon by the Agents, the Lenders and
their participants, assignees and other transferees.
                                       Very truly yours,


                          EXHIBIT J
                   COMPLIANCE CERTIFICATE
To:     The Lenders parties to the
     Revolving Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that
certain Revolving Credit Agreement dated as of July 1, 2000 (as
amended, modified, renewed or extended from time to time, the
"Agreement") among Burtek Systems, Inc., Richardson Electronics
Canada, Ltd., Richardson Electronics (Europe) Ltd., RESA, SNC,
Richardson Electronique, Richardson Electronics Iberica, S.A.,
Richardson Electronics GmbH, Richardson Electronics Benelux
B.V., (each, a "Borrower, and collectively, the "Borrowers"),
the lenders party thereto, American National Bank and Trust
Company of Chicago, as Agent for the Lenders, the Eurocurrency
Agent and the Canada Agent.  The Administrative Agent, the
Eurocurrency Agent and the Canada Agent are collectively
hereinafter referred to as the "Agents" and each individually an
"Agent."  Unless otherwise defined herein, capitalized terms
used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.
     THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1. I am the duly elected _____________ of [name of
Borrower];

     2. I have reviewed the terms of the Agreement and I have
made, or have caused to be made under my supervision, a detailed
review of the transactions and conditions of [name of Borrower]
and its Subsidiaries during the accounting period covered by the
attached financial statements;
     3. The examinations described in paragraph 2 did not
disclose, and I have no knowledge of, the existence of any
condition or event which constitutes a Default or Unmatured
Default during or at the end of the accounting period covered by
the attached financial statements or as of the date of this
Certificate, except as set forth below; and
     4. Schedule I attached hereto sets forth the various
reports and deliveries which are required at this time under the
Agreement and the other Documents and the status of compliance.
Described below are the exceptions, if any, to paragraph 3 by
listing, in detail, the nature of the condition or event, the
period during which it has existed and the action which the
[name of Borrower] has taken, is taking, or proposes to take
with respect to each such condition or event:
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________
The foregoing certifications, together with the computations set
forth in Schedule I and Schedule II hereto and the financial
statements delivered with this Certificate in support hereof,
are made and delivered this ___ day of _______, ___.

____________________________________

               SCHEDULE I TO COMPLIANCE CERTIFICATE
               Reports and Deliveries Currently Due


                           SCHEDULE 1
                         PAYMENT OFFICES



BANK ONE, N.A., London Branch
One Triton Square
London
NW1 3FN
Attention:  Dot O'Flaherty
Tel:       011-44-20-7903-4150
Fax:       011-44-20-7903-4148


BANK ONE CANADA
BCE Place
P.O. Box 613
161 Bay Street
Ste. 4240
Toronto, Ontario
M5J 2S1
Attention:  Colleen Delaney
Tel:     (416) 365-5259
Fax:     (416) 363-7574



                                SCHEDULE 2

LENDING INSTALLATIONS

Bank One, NA, Frankfurt Branch
Niederlassung Frankfurt am Main
Hochstr. 35-37
60313 Frankfurt
Germany

Contact 1:     Karl-Friedrich "Fritz" Rieger
Phone:          + 49-69-2998760
Fax:          + 49-69-283840

Contact 2:     Martina Heckroth
Phone:          + 49-69-29987646
Fax:          + 49-69-29987680







SCHEDULE 5.8
SUBSIDIARIES AND OTHER INVESTMENTS
(See Sections 5.7 and 6.14)
Investment
In
Jurisdiction of Organization
Owned By
Amount of Investment
Percent Ownership









EXHIBITS

Exhibit A - Note
Exhibit B - Borrowing Notice
Exhibit C - Continuation Notice
Exhibit D - Rollover Notice
Exhibit E - Notice of Conversion
Exhibit F - Assignment Agreement
Exhibit G - Form of Borrower Opinion
Exhibit H - Loan/Credit Related Money Transfer Instruction
Exhibit I - Form of Guarantor Opinion
Exhibit J - Compliance Certificate


SCHEDULES

Schedule 1 - Payment Office
Schedule 2 - Lending Installations
Schedule 5.5  - Material Adverse Change
Schedule 5.6 - Taxes
Schedule 5.7 - Litigation
Schedule 5.8 - Subsidiaries and other Investments
Schedule 5.13 - Ownership/Liens
Schedule 5.14 - Environmental Matters
Schedule 6.10 - Indebtedness