EXECUTION COPY







                               U.S. $250,000,000


                            364-DAY CREDIT AGREEMENT

                            Dated as of March 10, 2000

                                     Among

                             APPLIED MATERIALS, INC.

                                 as Borrower

                                     and

                        THE INITIAL LENDERS NAMED HEREIN

                             as Initial Lenders

                                     and

                              CITICORP USA, INC.

                                   as Agent

                                     and

                            BANK OF AMERICA, N.A.

                                 as Co-Agent

                             TABLE OF CONTENTS

                                                                              Page

                                  ARTICLE I
                       DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.  Certain Defined Terms                                             1
SECTION 1.02.  Computation of Time Periods                                      14
SECTION 1.03.  Accounting Terms                                                 14

                                 ARTICLE II
                      AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  The Revolving Credit Advances                                    15
SECTION 2.02.  Making the Revolving Credit Advances                             15
SECTION 2.03.  The Competitive Bid Advances                                     16
SECTION 2.04.  Fees                                                             19
SECTION 2.05.  Termination or Reduction of the Commitments                      19
SECTION 2.06.  Repayment of Revolving Credit Advances                           19
SECTION 2.07.  Interest on Revolving Credit Advances                            19
SECTION 2.08.  Interest Rate Determination                                      20
SECTION 2.09.  Optional Conversion of Revolving Credit Advances                 21
SECTION 2.10.  Optional Prepayments of Revolving Credit Advances                21
SECTION 2.11.  Increased Costs                                                  22
SECTION 2.12.  Illegality                                                       22
SECTION 2.13.  Payments and Computations                                        23
SECTION 2.14.  Taxes                                                            23
SECTION 2.15.  Sharing of Payments, Etc.                                        25
SECTION 2.16.  Evidence of Debt                                                 25
SECTION 2.17.  Use of Proceeds                                                  26
SECTION 2.18.  Increase in the Aggregate Commitments                            26
SECTION 2.19.  Extension of Termination Date                                    27

                                ARTICLE III
                CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01.  Conditions Precedent to Effectiveness of
                 Sections 2.01 and 2.03                                         29
SECTION 3.02.  Conditions Precedent to Each Revolving Credit
                 Borrowing, Increase Date and Extension Date                    30
SECTION 3.03.  Conditions Precedent to Each Competitive Bid Borrowing           31
SECTION 3.04.  Determinations Under Section 3.01                                31

                               ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Borrower                   31

                              ARTICLE V
                     COVENANTS OF THE BORROWER

SECTION 5.01.  Affirmative Covenants                                            33
SECTION 5.02.  Negative Covenants                                               37
SECTION 5.03.  Financial Covenants                                              40

                             ARTICLE VI
                         EVENTS OF DEFAULT

SECTION 6.01.  Events of Default                                                41

                            ARTICLE VII
                             THE AGENT

SECTION 7.01.  Authorization and Action                                         42
SECTION 7.02.  Agent's Reliance, Etc.                                           43
SECTION 7.03.  Citicorp and Affiliates                                          43
SECTION 7.04.  Lender Credit Decision                                           43
SECTION 7.05.  Indemnification                                                  43
SECTION 7.06.  Successor Agent                                                  44
SECTION 7.07.  Other Agents                                                     44

                            ARTICLE VIII
                           MISCELLANEOUS

SECTION 8.01.  Amendments, Etc.                                                 44
SECTION 8.02.  Notices, Etc.                                                    44
SECTION 8.03.  No Waiver; Remedies                                              45
SECTION 8.04.  Costs and Expenses                                               45
SECTION 8.05.  Right of Set-off                                                 46
SECTION 8.06.  Binding Effect                                                   46
SECTION 8.07.  Assignments and Participations                                   46
SECTION 8.08.  Confidentiality                                                  48
SECTION 8.09.  Governing Law                                                    48
SECTION 8.10.  Execution in Counterparts                                        48
SECTION 8.11.  Jurisdiction, Etc.                                               49
SECTION 8.12.  Waiver of Jury Trial                                             50

Schedules

Schedule I              -       List of Applicable Lending Offices

Schedule 5.01(a)        -       Existing Liens

Schedule 5.02(a)(xii)   -       Special Unencumbered Property



Exhibits

Exhibit A-1             -       Form of Revolving Credit Note

Exhibit A-2             -       Form of Competitive Bid Note

Exhibit B-1             -       Form of Notice of Revolving Credit Borrowing

Exhibit B-2             -       Form of Notice of Competitive Bid
                                Borrowing

Exhibit C               -       Form of Assignment and Acceptance

Exhibit D               -       Form of Opinion of Managing Director,
                                Legal Affairs or of the Vice President,
                                Legal Affairs and Intellectual Property of
                                the Borrower

Exhibit E               -       Form of Opinion of Orrick, Herrington
                                & Sutcliffe, LLP




                           364-DAY CREDIT AGREEMENT

                          Dated as of March 10, 2000


                APPLIED MATERIALS, INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional
lenders (the "Initial Lenders") listed on the signature pages hereof,
BANK OF AMERICA, N.A., as Co-Agent, and CITICORP USA, INC. ("Citicorp"),
as agent (the "Agent") for the Lenders (as hereinafter defined), agree
as follows:


                                ARTICLE I

                     DEFINITIONS AND ACCOUNTING TERMS

                SECTION 1.01.  Certain Defined Terms.  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):

        "Adjusted CD Rate" means, for any Interest Period for each
Adjusted CD Rate Advance comprising part of the same Revolving
Credit Borrowing, an interest rate per annum equal to the sum of:

        (a)     the rate per annum obtained by dividing (i) the
rate of interest determined by the Agent to be the average
(rounded upward to the nearest whole multiple of 1/100 of 1%
per annum, if such average is not such a multiple) of the
consensus - bid rate determined by each of the Reference
Banks for the bid rates per annum, at 9:00 A.M. (New York
City time) (or as soon thereafter as practicable) two
Business Days before the first day of such Interest Period,
of New York certificate of deposit dealers of recognized
standing selected by such Reference Bank for the purchase at
face value of certificates of deposit of such Reference Bank
in an amount substantially equal to such Reference Bank's
Adjusted CD Rate Advance comprising part of such Revolving
Credit Borrowing (except that, in the case of Citibank as a
Reference Bank, such determination shall be made with
respect to an amount substantially equal to Citicorp's
Adjusted CD Rate Advance comprising part of such Revolving
Credit Borrowing) and with a maturity equal to such Interest
Period, by (ii) a percentage equal to 100% minus the
Adjusted CD Rate Reserve Percentage (as defined below) for
such Interest Period, plus

        (b)     the Assessment Rate (as defined below) for such
Interest Period.

The "Adjusted CD Rate Reserve Percentage" for any Interest Period
for each Adjusted CD Rate Advance comprising part of the same
Revolving Credit Borrowing means the reserve percentage applicable
on the first day of such Interest Period under regulations issued
from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve
requirement (including, but not limited to, any emergency,
supplemental or other marginal reserve requirement) for a member
bank of the Federal Reserve System in New York City with deposits
exceeding $5 billion with respect to liabilities consisting of or
including (among other liabilities) U.S. dollar nonpersonal time
deposits in the United States with a maturity equal to such
Interest Period and in an amount of $100,000.  The "Assessment
Rate" for any Interest Period for each Adjusted CD Rate Advance
comprising part of the same Revolving Credit Borrowing means the
annual assessment rate estimated by the Agent on the first day of
such Interest Period for determining the then current annual
assessment payable by Citibank to the Federal Deposit Insurance
Corporation (or any successor) for insuring U.S. dollar deposits
of Citibank in the United States.  The Adjusted CD Rate for any
Interest Period for each Adjusted CD Rate Advance comprising part
of the same Revolving Credit Borrowing shall be determined by the
Agent on the basis of applicable rates furnished to and received
by the Agent from the Reference Banks two Business Days before the
first day of such Interest Period, subject, however, to the
provisions of Section 2.08.

        "Adjusted CD Rate Advance" means a Revolving Credit Advance
that bears interest as provided in Section 2.07(a)(iii).

        "Advance" means a Revolving Credit Advance or a Competitive
Bid Advance.

        "Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under
common control with such Person.  For purposes of this definition,
the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the
possession, direct or indirect, of the power to vote, for purposes
of Section 5.02(g) 10%, and for all other purposes 5%, or more of
the Voting Stock of such Person or to direct or cause the
direction of the management and policies of such Person, whether
through the ownership of Voting Stock, by contract or otherwise.

        "Agent's Account" means the account of the Agent maintained
by the Agent at Citibank at its office at 399 Park Avenue, New
York, New York 10043, Account No. 36852248, Attention: Lenny
Sarcona.

        "AMJ" means Applied Materials Japan, Inc., a corporation
organized under the laws of Japan.

        "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a
Base Rate Advance, such Lender's Eurodollar Lending Office in the
case of a Eurodollar Rate Advance and such Lender's CD Lending
Office in the case of an Adjusted CD Rate Advance and, in the case
of a Competitive Bid Advance, the office of such Lender notified
by such Lender to the Agent as its Applicable Lending Office with
respect to such Competitive Bid Advance.

        "Applicable Margin" means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect
on such date as set forth below:


     Public Debt Rating          Applicable    Applicable           Applicable
         S&P/Moody's            Margin for     Margin for          Margin for
                                Base Rate     Eurodollar Rat    Adjusted CD Rate
                                 Advances        Advances            Advances

Level 1   A+/A1 or above                 0%           0.180%                 0.305%
Level 2   A/A2                           0%           0.220%                 0.345%
Level 3   A-/A3                          0%           0.370%                 0.495%
Level 4   BBB+/Baa1                      0%           0.475%                 0.600%
Level 5   BBB/Baa2                       0%           0.575%                 0.700%
Level 6   Lower than Level 5             0%           0.800%                 0.925%


        "Applicable Percentage"  means, as of any date, a percentage
per annum determined by reference to the Public Debt Rating in
effect on such date as set forth below:


     Public Debt Rating       Applicable
         S&P/Moody's           Percentage

Level 1   A+/A1 or above             0.070%
Level 2   A/A2                       0.075%
Level 3   A-/A3                      0.080%
Level 4   BBB+/Baa1                  0.100%
Level 5   BBB/Baa2                   0.125%
Level 6   Lower than Level 5         0.200%

        "Applicable Utilization Fee" means, as of any date prior to
the Term Loan Conversion Date that the aggregate Advances exceed
33_% of the aggregate Commitments, and as of any date on and after
the Term Loan Conversion Date, a percentage per annum determined
by reference to the Public Debt Rating in effect on such date as
set forth below:


     Public Debt Rating       Applicable
         S&P/Moody's         Utilization Fee

Level 1   A+/A1 or above             0.000%
Level 2   A/A2                       0.125%
Level 3   A-/A3                      0.175%
Level 4   BBB+/Baa1                  0.175%
Level 5   BBB/Baa2                   0.175%
Level 6   Lower than Level 5         0.250%

        "Assignment and Acceptance" means an assignment and
acceptance entered into by a Lender and an Eligible Assignee, and
accepted by the Agent, in substantially the form of Exhibit C
hereto.

        "Assuming Lender" has the meaning specified in Section
2.18(d).

        "Assumption Agreement" has the meaning specified in Section
2.18(d)(ii).

        "Base Rate" means a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to
the highest of:

        (a)     the rate of interest announced publicly by Citibank in
New York, New York, from time to time, as Citibank's base rate;

        (b)     the sum (adjusted to the nearest 1/4 of 1% or, if
there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of
(i) 1/2 of 1% per annum, plus (ii) the rate obtained by dividing (A)
the latest three-week moving average of secondary market morning
offering rates in the United States for three-month certificates
of deposit of major United States money market banks, such three-
week moving average (adjusted to the basis of a year of 360 days)
being determined weekly on each Monday (or, if such day is not a
Business Day, on the next succeeding Business Day) for the three-
week period ending on the previous Friday by Citibank on the basis
of such rates reported by certificate of deposit dealers to and
published by the Federal Reserve Bank of New York or, if such
publication shall be suspended or terminated, on the basis of
quotations for such rates received by Citibank from three New York
certificate of deposit dealers of recognized standing selected by
Citibank, by (B) a percentage equal to 100% minus the average of
the daily percentages specified during such three-week period by
the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement
(including, but not limited to, any emergency, supplemental or
other marginal reserve requirement) for Citibank with respect to
liabilities consisting of or including (among other liabilities)
three-month U.S. dollar non-personal time deposits in the United
States, plus (iii) the average during such three-week period of
the annual assessment rates estimated by Citibank for determining
the then current annual assessment payable by Citibank to the
Federal Deposit Insurance Corporation (or any successor) for
insuring U.S. dollar deposits of Citibank in the United States;
and

         (c)    1/2 of one percent per annum above the Federal Funds
Rate.

        "Base Rate Advance" means a Revolving Credit Advance that bears
interest as provided in Section 2.07(a)(i).

        "Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to
by any member of the ERISA Group.

        "Borrowing" means a Revolving Credit Borrowing or a Competitive
Bid Borrowing.

        "Business Day" means a day of the year on which banks are not
required or authorized by law to close in New York City and, if the
applicable Business Day relates to any Eurodollar Rate Advances or LIBO
Rate Advances, on which dealings are carried on in the London interbank
market.

        "Capitalized Lease" means any lease the obligation for rentals
with respect to which is required to be capitalized on a Consolidated
balance sheet of the lessee and its Subsidiaries in accordance with
GAAP.

        "Capitalized Rentals" of any Person means at any date the amount
at which the aggregate rentals due and to become due under all
Capitalized Leases under which such Person is a lessee would be
reflected as a liability on a Consolidated balance sheet of such Person.

        "CD Lending Office" means, with respect to any Lender, the office
of such Lender specified as its "CD Lending Office" opposite its name on
Schedule I hereto or in the Assumption Agreement or the Assignment and
Acceptance pursuant to which it became a Lender, or such other office of
such Lender as such Lender may from time to time specify to the Borrower
and the Agent.

        "Citibank" means Citibank, N.A.

        "Commitment" means as to any Lender (a) the amount set forth
opposite such Lender's name on the signature pages hereof, (b) if such
Lender has become a Lender hereunder pursuant to an Assumption
Agreement, the amount set forth in such Assumption Agreement or (b) if
such Lender has entered into any Assignment and Acceptance, the amount
set forth for such Lender in the Register maintained by the Agent
pursuant to Section 8.07(d), as such amount may be reduced pursuant to
Section 2.05 or increased pursuant to Section 2.18.

        "Commitment Date" has the meaning specified in Section 2.18(b).

        "Commitment Increase" has the meaning specified in Section
2.18(a).

        "Competitive Bid Advance" means an advance by a Lender to the
Borrower as part of a Competitive Bid Borrowing resulting from the
competitive bidding procedure described in Section 2.03 and refers to a
Fixed Rate Advance or a LIBO Rate Advance.

        "Competitive Bid Borrowing" means a borrowing consisting of
simultaneous Competitive Bid Advances from each of the Lenders whose
offer to make one or more Competitive Bid Advances as part of such
borrowing has been accepted under the competitive bidding procedure
described in Section 2.03.

        "Competitive Bid Note" means a promissory note of the Borrower
payable to the order of any Lender, in substantially the form of Exhibit
A-2 hereto, evidencing the indebtedness of the Borrower to such Lender
resulting from a Competitive Bid Advance made by such Lender.

        "Competitive Bid Reduction" has the meaning specified in Section
2.01.

        "Consenting Lender" has the meaning specified in Section 2.19(b).

        "Consolidated" refers to the consolidation of accounts in
accordance with GAAP.

        "Consolidated Debt" means all Debt of the Borrower and its
Subsidiaries, determined in accordance with GAAP on a consolidated basis
after eliminating intercompany items.

        "Consolidated Net Income" for any period means the net income of
the Borrower and its Subsidiaries for such period, determined in
accordance with GAAP on a consolidated basis after eliminating earnings
or losses attributable to outstanding Minority Interests.

        "Consolidated Net Tangible Assets" means, at any date, the total
amount of all Tangible Assets of the Borrower and its Subsidiaries after
deducting therefrom all liabilities which in accordance with GAAP would
be included on their consolidated balance sheet, except Consolidated
Debt.

        "Consolidated Tangible Net Worth" means, at any date, total
stockholders' equity as indicated in the most recent quarterly or annual
consolidated financial statements of the Borrower and its Subsidiaries
less Intangible Assets.

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

        "Convert", "Conversion" and "Converted" each refers to a
conversion of Revolving Credit Advances of one Type into Revolving
Credit Advances of the other Type pursuant to Section 2.08 or 2.09.

        "Debt" of any Person means, without duplication, (a) all
Indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred and unpaid purchase price of property or
services (other than trade payables and accrued expenses incurred in the
ordinary course of such Person's business), (c) all Indebtedness of such
Person evidenced by notes, bonds, debentures or other similar evidences
of indebtedness, (d) all obligations of such Person created or arising
under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of
default are limited to repossession or sale of such property) including,
without limitation, obligations secured by Liens arising from the sale
or transfer of notes or accounts receivable; provided that Debt shall
not include any sale or transfer of notes or accounts receivable whether
or not precautionary Liens are filed or recorded in connection with such
sale or transfer of such notes or accounts receivable, if and only if
such sale or transfer (A) is accounted for as true sale under GAAP and
(B) pursuant to which there is no recourse (other than recourse for
breach of customary representations and warranties or in connection with
any such sales or transfers by AMJ) to the seller of such notes or
accounts receivable (as evidenced by there being no accounting reserve
taken or required to be taken, which in the event a reserve is taken,
the amount of Debt shall be deemed to be the amount of such reserve),
and provided, further, that all trade payables and accrued expenses
constituting current liabilities shall be excluded, (e) all Capitalized
Rentals, (f) reimbursement obligations of such Person in respect of
credit enhancement instruments, which reimbursement obligations are then
due and payable by such Person, (g) all Debt of others referred to in
clauses (a) through (f) above or clause (h) below guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed
directly or indirectly by such Person through an agreement (1) to pay or
purchase such Debt or to advance or supply funds for the payment or
purchase of such Debt, (2) to purchase, sell or lease (as lessee or
lessor) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Debt or to assure
the holder of such Debt against loss, (3) to supply funds to or in any
other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether such property is received
or such services are rendered) or (4) otherwise to assure a creditor
against loss, and (h) all Debt referred to in clauses (a) through (g)
above secured by (or for which the holder of such Debt has an existing
right, contingent or otherwise, to be secured by) any Lien on property
(including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable
for the payment of such Debt, including, without limitation, obligations
secured by Liens arising from the sale or transfer of notes, accounts
receivable or other assets, other than obligations secured by Liens on
notes, accounts receivable or other assets sold or transferred in a
transaction which is accounted for as a true sale under GAAP.

The Borrower's obligations under operating leases and Off-Balance Sheet
Leases shall be excluded form this definition; provided that (A) no such
exclusion shall be made if and to the extent that GAAP would require
such obligations to be classified as debt for borrowed money and (B) in
any event the term "Debt" shall include the Excess Lease Financed Amount
(if any).

        "Default" means any Event of Default or any event that would
constitute an Event of Default but for the requirement that notice be
given or time elapse or both.

        "Domestic Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Domestic Lending Office"
opposite its name on Schedule I hereto or in the Assumption Agreement or
the Assignment and Acceptance pursuant to which it became a Lender, or
such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Agent.

        "Effective Date" has the meaning specified in Section 3.01.

        "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
Lender; and (iii) any other Person that has a rating for any class of
non-credit enhanced long-term senior unsecured debt of not lower than A
by S&P or A2 by Moody's approved by the Agent and, unless an Event of
Default has occurred and is continuing at the time any assignment is
effected in accordance with Section 8.07, the Borrower, such approval
not to be unreasonably withheld or delayed; provided, however, that
neither the Borrower nor an Affiliate of the Borrower shall qualify as
an Eligible Assignee.

        "Environmental Action" means any action, suit, demand, demand
letter, claim, notice of non-compliance or violation, notice of
liability or potential liability, investigation, proceeding, consent
order or consent agreement relating in any way to any Environmental Law,
Environmental Permit or Hazardous Substances or arising from alleged
injury or threat of injury to health, safety or the environment,
including, without limitation, (a) by any governmental or regulatory
authority for enforcement, cleanup, removal, response, remedial or other
actions or damages and (b) by any governmental or regulatory authority
or any third party for damages, contribution, indemnification, cost
recovery, compensation or injunctive relief.

        "Environmental Laws" means any and all federal, state, 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 the environment or the effect of
the environment on human health or to emissions, discharges or releases
of pollutants, contaminants, Hazardous Substances or wastes into the
environment including, without limitation, ambient air, surface water,
ground water or land, or otherwise relating to 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.

        "Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental
Law.

        "Equity Affiliate" means any Person in which the Borrower or any
of its Subsidiaries holds an equity investment that is accounted for
under the equity method.

        "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, or any successor statute.

        "ERISA Affiliate" means any member of the ERISA Group.

        "ERISA Group" means the Borrower, any Subsidiary and all members
of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with
the Borrower or any Subsidiary, are treated as a single employer under
Section 414 of the Internal Revenue Code.
        "Eurocurrency Liabilities" has the meaning assigned to that term
in Regulation D of the Board of Governors of the Federal Reserve System,
as in effect from time to time.

        "Eurodollar Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Eurodollar Lending Office"
opposite its name on Schedule I hereto or in the Assumption Agreement or
the Assignment and Acceptance pursuant to which it became a Lender (or,
if no such office is specified, its Domestic Lending Office), or such
other office of such Lender as such Lender may from time to time specify
to the Borrower and the Agent.

        "Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Revolving Credit
Borrowing, an interest rate per annum equal to the rate per annum
obtained by dividing (a) the rate per annum (rounded upward to the
nearest whole multiple of 1/16 of 1% per annum) appearing on Dow Jones
Markets Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in U.S. dollars at approximately
11:00 A.M. (London time) two Business Days prior to the first day of
such Interest Period for a term comparable to such Interest Period or,
if for any reason such rate is not available, the average (rounded
upward to the nearest whole multiple of 1/16 of 1% per annum, if such
average is not such a multiple) of the rate per annum at which deposits
in U.S. dollars are offered by the principal office of each of the
Reference Banks in London, England to prime banks in the London
interbank market at 11:00 A.M. (London time) two Business Days before
the first day of such Interest Period in an amount substantially equal
to such Reference Bank's Eurodollar Rate Advance comprising part of such
Revolving Credit Borrowing to be outstanding during such Interest Period
(except that, in the case of Citibank as a Reference Bank, such
determination shall be made with respect to an amount substantially
equal to Citicorp's Eurodollar Rate Advance comprising part of such
Revolving Credit Borrowing) and for a period equal to such Interest
Period by (b) a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage for such Interest Period.  If the Dow Jones Markets
Telerate Page 3759 (or any successor page) is unavailable, the
Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance
comprising part of the same Revolving Credit Borrowing shall be
determined by the Agent on the basis of applicable rates furnished to
and received by the Agent from the Reference Banks two Business Days
before the first day of such Interest Period, subject, however, to the
provisions of Section 2.08.

        "Eurodollar Rate Advance" means a Revolving Credit Advance that
bears interest as provided in Section 2.07(a)(ii).

        "Eurodollar Rate Reserve Percentage" for any Interest Period for
all Eurodollar Rate Advances or LIBO Rate Advances comprising part of
the same Borrowing means the reserve percentage applicable two Business
Days before the first day of such Interest Period under regulations
issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for a member bank of the Federal
Reserve System in New York City with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities (or with respect to
any other category of liabilities that includes deposits by reference to
which the interest rate on Eurodollar Rate Advances or LIBO Rate
Advances is determined) having a term equal to such Interest Period.

        "Events of Default" has the meaning specified in Section 6.01.

        "Excess Lease Financed Amount" means the amount (if any) by which
the Lease Financed Amount exceeds (a) $250,000,000 at any time when the
Borrower's Public Debt Rating is lower than BBB+ by S&P or Baa1 by
Moody's or (b) $500,000,000 at any time when the Borrower's Public Debt
rating is at least BBB+ by S&P or Baa1 by Moody's.
        "Existing Off-Balance Sheet Lease" means the Master Lease dated as
of April 30, 1997 between the Borrower and Credit Suisse Leasing, 92A,
L.P. and the Operative Documents (as defined therein) as they may be
amended or supplemented from time to time.

        "Extension Date" has the meaning specified in Section 2.19(b).

        "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers,
as published for such day (or, if such day is not a Business Day, for
the next preceding Business Day) by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

        "Fixed Rate Advances" has the meaning specified in Section
2.03(a)(i).

        "GAAP" means at any time generally accepted accounting principles
as then in effect, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with the
most recent audited consolidated financial statements of the Borrower
and its Subsidiaries delivered to the Lenders; provided that, if the
Borrower notifies the Agent that the Borrower wishes to amend any
covenant in Article V or any definition of a term used in any such
covenant to eliminate the effect of any change in generally accepted
accounting principles on the operation of such covenant (or if the Agent
notifies the Borrower that the Required Lenders wish to amend any such
covenant or definition for such purpose), then, for purposes of such
covenant or definition only, "GAAP" shall mean GAAP as in effect
immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or
such covenant or definition is amended in a manner satisfactory to the
Borrower and the Required Lenders.

        "Hazardous Substances" means any toxic, radioactive, caustic or
otherwise hazardous substance, including petroleum, its derivatives, by-
products and other hydrocarbons, or any substance having any constituent
elements displaying any of the foregoing characteristics.

        "Hedge Agreements" means interest rate swap, cap or collar
agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar
agreements.

        "Increase Date" has the meaning specified in Section 2.18(a).

        "Increasing Lender" has the meaning specified in Section 2.18(b).

        "Indebtedness" of any Person means and includes all obligations of
such Person which in accordance with GAAP should be classified upon a
balance sheet of such Person as liabilities of such Person.

        "Information Memorandum" means the information memorandum dated
February 15, 2000 used by the Agent in connection with the syndication
of the Commitments.

        "Intangible Assets" means at any date the total amount of all
assets of the Borrower and its Subsidiaries that are properly classified
as "intangible assets" in accordance with GAAP and, in any event, shall
include, without limitation, goodwill, patents, trade names, trademarks,
copyrights, franchises, experimental expense, organization expense,
unamortized debt discount and expense, and deferred charges other than
prepaid insurance, prepaid leases and prepaid taxes and current deferred
taxes which are classified on the balance sheet of the Borrower and its
Subsidiaries as a current asset in accordance with GAAP and in which
classification the Borrower's independent public accountants concur;
provided that the foregoing Intangible Assets shall be deemed to be in
an amount equal to zero at all times during which such Intangible
Assets, in the aggregate, are less than 2% of stockholders' equity of
the Borrower.

        "Interest Period" means, for each Eurodollar Rate Advance or
Adjusted CD Rate Advance comprising part of the same Revolving Credit
Borrowing and each LIBO Rate Advance comprising part of the same
Competitive Bid Borrowing, the period commencing on the date of such
Advance or the date of the Conversion of any Advance into such an
Advance and ending on the last day of the period selected by the
Borrower pursuant to the provisions below and, thereafter, with respect
to Eurodollar Rate Advances or Adjusted CD Rate Advances, each
subsequent period commencing on the last day of the immediately
preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions below.  The duration
of each such Interest Period shall be one, two, three or six months in
the case of a Eurodollar Rate Advance or a LIBO Rate Advance, and 30,
60, 90, 120 or 180 days in the case of an Adjusted CD Rate Advance, in
each case, as the Borrower may, upon notice received by the Agent not
later than 11:00 A.M. (New York City time) on the third Business Day
prior to the first day of such Interest Period, select; provided,
however, that:

        (i)     the Borrower may not select any Interest Period that
ends after the Termination Date or, if the Revolving Credit
Advances have been converted to a term loan pursuant to Section
2.06 prior to such selection, that ends after the Maturity Date;

        (ii)    Interest Periods commencing on the same date for
Eurodollar Rate Advances or Adjusted CD Rate Advances comprising
part of the same Revolving Credit Borrowing or for LIBO Rate
Advances comprising part of the same Competitive Bid Borrowing
shall be of the same duration;

        (iii)   whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day
of such Interest Period shall be extended to occur on the next
succeeding Business Day, provided, however, in the case of an
Interest Period for a Eurodollar Rate Advance or a LIBO Rate
Advance, that, if such extension would cause the last day of such
Interest Period to occur in the next following calendar month, the
last day of such Interest Period shall occur on the next preceding
Business Day; and

        (iv)    in the case of an Interest Period for a Eurodollar
Rate Advance or a LIBO Rate Advance, whenever the first day of any
Interest Period occurs on a day of an initial calendar month for
which there is no numerically corresponding day in the calendar
month that succeeds such initial calendar month by the number of
months equal to the number of months in such Interest Period, such
Interest Period shall end on the last Business Day of such
succeeding calendar month.

        "Internal Revenue Code" means the Internal Revenue Code of 1986,
as amended from time to time, and the regulations promulgated and
rulings issued thereunder.

        "Lease Financed Amount" means, with respect to Off-Balance Sheet
Leases, (a) in the case of the Existing Off-Balance Sheet Lease, the sum
of the aggregate outstanding principal amount of the Loans (as defined
therein) and the outstanding Investment Amounts (as defined therein) or
(b) in the case of any other Off-Balance Sheet Lease, the sum of the
comparable amounts as defined therein.
        "Lenders" means the Initial Lenders, each Assuming Lender that
shall become a party hereto pursuant to Section 2.18 or 2.19 and each
Person that shall become a party hereto pursuant to Section 8.07.

        "LIBO Rate" means, for any Interest Period for all LIBO Rate
Advances comprising part of the same Competitive Bid Borrowing, an
interest rate per annum equal to the rate per annum obtained by dividing
(a) the rate per annum (rounded upward to the nearest whole multiple of
1/16 of 1% per annum) appearing on Dow Jones Markets Telerate Page 3750
( or any successor page) as the London interbank offered rate for
deposits in U.S. dollars at approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period or, if for any reason such rate is
not available, the average (rounded upward to the nearest whole multiple
of 1/16 of 1% per annum, if such average is not such a multiple) of  the
rate per annum at which deposits in U.S. dollars are offered by the
principal office of each of the Reference Banks in London, England to
prime banks in the London interbank market at 11:00 A.M. (London time)
two Business Days before the first day of such Interest Period in an
amount substantially equal to the amount that would be the Reference
Banks' respective ratable shares of such Borrowing if such Borrowing
were to be a Revolving Credit Borrowing to be outstanding during such
Interest Period (except that, in the case of Citibank as a Reference
Bank, such determination shall be made with respect to an amount
substantially equal to Citicorp's ratable share of such Borrowing if
such Borrowing were to be a Revolving Credit Borrowing) and for a period
equal to such Interest Period by (b) a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage for such Interest Period.  If the
Dow Jones Markets Telerate Page 3759 (or any successor page) is
unavailable, the LIBO Rate for any Interest Period for each LIBO Rate
Advance comprising part of the same Competitive Bid Borrowing shall be
determined by the Agent on the basis of applicable rates furnished to
and received by the Agent from the Reference Banks two Business Days
before the first day of such Interest Period, subject, however, to the
provisions of Section 2.08.

        "LIBO Rate Advances" means a Competitive Bid Advance bearing
interest based on the LIBO Rate.

        "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance
on title to real property.

Off Balance Sheet Leases and the arrangements set forth therein shall be
excluded from this definition; provided that:

        (a)     if any portion of the Lease Financed Amount is included in
Debt under the last sentence of the definition of Debt, then for
purposes of Section 5.02(e), Off-Balance Sheet Leases and the
arrangements set forth therein shall be deemed to create a Lien securing
the Excess Lease Financed Amount; and

        (b)     if Off-Balance Sheet Leases and the arrangements set forth
therein create a lien on any property or assets other than (i) the
property and assets leased pursuant to Off-Balance Sheet Leases, (ii)
rights of the Borrower as sublessor of any portion of such property and
assets and (iii) Permitted Lease Collateral, such lien shall not be
excluded from this definition.

        "Margin Stock" means "margin stock" as such term is defined in
Regulation U.

        "Material Adverse Effect" means any material adverse change in the
business, condition (financial or otherwise) or operations of the
Borrower or the Borrower and its Subsidiaries taken as a whole.

        "Material Debt" means Debt (other than the Notes) of the Borrower
and/or one or more of its Subsidiaries, arising in one or more related
or unrelated transactions, in an aggregate principal or face amount
exceeding $50,000,000.

        "Material Financial Obligations" means a principal or face amount
of Debt and/or payment obligations (calculated after giving effect to
any applicable netting agreements) in respect of Hedge Agreements of the
Borrower and/or one or more of its Subsidiaries, arising in one or more
related or unrelated transactions, exceeding in the aggregate
$50,000,000.

        "Material Plan" means, at any time, a Plan or Plans having
aggregate Unfunded Liabilities in excess of $50,000,000.

        "Maturity Date" means the earlier of (a) the first anniversary of
the Termination Date and (b) the date of termination in whole of the
aggregate Commitments pursuant to Section 2.05 or 6.01.

        "Minority Interests" means any shares of stock of any class of a
Subsidiary (other than directors' qualifying shares as required by law)
that are not owned by the Borrower and/or one or more of its
Subsidiaries.

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

        "Multiemployer Plan" means, at any time, an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which
any member of the ERISA Group is then making or accruing an obligation
to make contributions or has within the preceding five plan years made
contribution, including for these purposes any Person which ceased to be
a member of the ERISA Group during such five year period.

        "Non-Consenting Lender" has the meaning specified in Section
2.19(b).

        "Note" means a Revolving Credit Note or a Competitive Bid Note.

        "Notice of Competitive Bid Borrowing" has the meaning specified in
Section 2.03(a).

        "Notice of Revolving Credit Borrowing" has the meaning specified
in Section 2.02(a).

        "Off-Balance Sheet Leases" means one or more lease agreements and
related agreements entered into by the Borrower or any of its
Subsidiaries form time to time, in each case in a transaction which the
Borrower or such Subsidiary intends to be treated as an "operating
lease" for financial reporting purposes  but as a loan for one or more
of the following purposes: (a) federal, state and local income or
franchise tax, (b) bankruptcy, (c) real estate law and (d) commercial
law (including uniform commercial law).  The term "Off-Balance Sheet
Leases" shall include, without limitation, the Existing Off-Balance
Sheet Lease.

        "PBGC" means the Pension Benefit Guaranty Corporation (or any
successor).

        "Permitted Lease Collateral" means (a) in the case of the Existing
Off-Balance Sheet Lease, Cash Collateral (as defined therein) or
Treasuries (as defined therein) pledged pursuant to the Pledge Agreement
(as defined therein), in each case securing the obligations of the
Borrower under the Existing Off-Balance  Sheet Lease or (b) in the case
of any other Off-Balance Sheet Lease, any comparable assets securing
obligations of the Borrower or a Subsidiary thereunder.

        "Person" means an individual, partnership, corporation (including
a business trust), joint stock company, trust, unincorporated
association, joint venture, limited liability company or other entity,
or a government or any political subdivision or agency thereof.

        "Plan" means, at any time, an employee pension benefit plan (other
than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the
Internal Revenue Code and either (i) is maintained, or contributed to,
by any member of the ERISA Group for employees of any member of the
ERISA Group or (ii) has at any time within the preceding five years been
maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such
time a member of the ERISA Group.

        "Public Debt Rating" means, as of any date for S&P, the lowest
rating that has been most recently announced by S&P for any class of
non-credit enhanced long-term senior unsecured debt issued by the
Borrower and, as of any date for Moody's, the lowest rating that has
been most recently announced by Moody's for any class of non-credit
enhanced long-term senior unsecured debt issued by the Borrower.  For
purposes of the foregoing, (a) if only one of S&P and Moody's shall have
in effect a Public Debt Rating, the Applicable Margin, the Applicable
Percentage and the Applicable Utilization Fee shall be determined by
reference to the available rating; (b) if neither S&P nor Moody's shall
have in effect a Public Debt Rating, the Applicable Margin, the
Applicable Percentage and the Applicable Utilization Fee will be set in
accordance with Level 6 under the definition of "Applicable Margin",
"Applicable Percentage" or "Applicable Utilization Fee", as the case may
be; (c) if the ratings established by S&P and Moody's shall fall within
different levels, the Applicable Margin, the Applicable Percentage and
the Applicable Utilization Fee shall be based upon the higher rating;
(d) if any rating established by S&P or Moody's shall be changed, such
change shall be effective as of the date on which such change is first
announced publicly by the rating agency making such change; and (e) if
S&P or Moody's shall change the basis on which ratings are established,
each reference to the Public Debt Rating announced by S&P or Moody's, as
the case may be, shall refer to the then equivalent rating by S&P or
Moody's, as the case may be.

        "Reference Banks" means Citibank, Bank of America, N.A. and Wells
Fargo Bank, N.A..

        "Register" has the meaning specified in Section 8.07(d).

        "Reportable Event" means any "reportable event" as defined in
section 4043 of ERISA for which the 30-day notice requirement has not
been waived under applicable regulations.

        "Required Lenders" means at any time Lenders owed at least 51% of
the then aggregate unpaid principal amount of the Revolving Credit
Advances owing to Lenders, or, if no such principal amount is then
outstanding, Lenders having at least 51% of the Commitments.

        "Revolving Credit Advance" means an advance by a Lender to the
Borrower as part of a Revolving Credit Borrowing and refers to a Base
Rate Advance, a Eurodollar Rate Advance or an Adjusted CD Rate Advance
(each of which shall be a "Type" of  Revolving Credit Advance).

        "Revolving Credit Borrowing" means a borrowing consisting of
simultaneous Revolving Credit Advances of the same Type made by each of
the Lenders pursuant to Section 2.01.

        "Revolving Credit Note" means a promissory note of the Borrower
payable to the order of any Lender, delivered pursuant to a request made
under Section 2.16 in substantially the form of Exhibit A-1 hereto,
evidencing the aggregate indebtedness of the Borrower to such Lender
resulting from the Revolving Credit Advances made by such Lender.

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

        "SEC" means the Securities and Exchange Commission.

        "Subsidiary" means, as to any Person, any corporation or other
entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other
persons performing similar functions are at the time directly or
indirectly owned by such Person; unless otherwise specified,
"Subsidiary" means a Subsidiary of the Borrower.

        "Tangible Assets" means, at any date, Consolidated Total Assets
(less depreciation, depletion and other properly deductible valuation
reserves) after deducting (but without duplication) Intangible Assets.

        "Term Loan Conversion Date" means the Termination Date on which
all Revolving Credit Advances outstanding on such date are converted
into a term loan pursuant to Section 2.06.

        "Term Loan Election" has the meaning specified in Section 2.06.

        "Termination Date" means the earlier of (a) March 9, 2001, subject
to the extension thereof pursuant to Section 2.19 and (b) the date of
termination in whole of the Commitments pursuant to Section 2.05 or
6.01; provided, however, that the Termination Date of any Lender that is
a Non-Consenting Lender to any requested extension pursuant to Section
2.19 shall be the Termination Date in effect immediately prior to the
applicable Extension Date for all purposes of this Agreement.

        "Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the value of all benefit
liabilities under such Plan, determined on a plan termination basis
using the assumptions prescribed by the PBGC for purposes of Section
4044 of ERISA, exceeds (ii) the fair market value of all Plan assets
allocable to such liabilities under Title IV of ERISA (excluding any
accrued but unpaid contributions), all determined as of the then most
recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA Group
to the PBGC or any other Person under Title IV of ERISA.

        "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such
Person, even if the right so to vote has been suspended by the happening
of such a contingency.

                SECTION 1.02.  Computation of Time Periods.  In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from"  means "from and including" and the words "to" and
"until" each mean "to but excluding".

                SECTION 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.


                            ARTICLE II

                AMOUNTS AND TERMS OF THE ADVANCES

                SECTION 2.01.  The Revolving Credit Advances.  Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business
Day during the period from the Effective Date until the Termination Date in an
aggregate amount not to exceed at any time outstanding such Lender's
Commitment, provided that the aggregate amount of the Commitments of the
Lenders shall be deemed used from time to time to the extent of the aggregate
amount of the Competitive Bid Advances then outstanding and such deemed use of
the aggregate amount of the Commitments shall be allocated among the Lenders
ratably according to their respective Commitments (such deemed use of the
aggregate amount of the Commitments being a "Competitive Bid Reduction").
Each Revolving Credit Borrowing shall be in an aggregate amount of $10,000,000
or an integral multiple of $1,000,000 in excess thereof and shall consist of
Revolving Credit Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments.  Within the limits of each
Lender's Commitment, the Borrower may borrow under this Section 2.01, prepay
pursuant to Section 2.10 and reborrow under this Section 2.01.

                SECTION 2.02.  Making the Revolving Credit Advances.  (a)  Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
1:00 P.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurodollar Rate Advances, (y) 1:00 P.M. (New York City
time) on the second Business Day prior to the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing consisting of
Adjusted CD Rate Advances or (z) 12:00 noon (New York City time) on the date
of the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Base Rate Advances, by the Borrower to the Agent,
which shall give to each Lender prompt notice thereof by telecopier or telex.
Each such notice of a Revolving Credit Borrowing (a "Notice of Revolving
Credit Borrowing") shall be by telephone, confirmed immediately in writing, or
telecopier or telex in substantially the form of Exhibit B-1 hereto,
specifying therein the requested (i) date of such Revolving Credit Borrowing,
(ii) Type of Advances comprising such Revolving Credit Borrowing, (iii)
aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a
Revolving Credit Borrowing consisting of Eurodollar Rate Advances or Adjusted
CD Rate Advances, initial Interest Period for each such Revolving Credit
Advance.  Each Lender shall, before 2:00 P.M. (New York City time) on the date
of such Revolving Credit Borrowing make available for the account of its
Applicable Lending Office to the Agent at the Agent's Account, in same day
funds, such Lender's ratable portion of such Revolving Credit Borrowing.
After the Agent's receipt of such funds and upon fulfillment of the applicable
conditions set forth in Article III, the Agent will make such funds available
to the Borrower at the Agent's address referred to in Section 8.02.

                (b)     Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances or
Adjusted CD Rate Advances for any Revolving Credit Borrowing if the aggregate
amount of such Revolving Credit Borrowing is less than $10,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate
Advances and  Advances may not be outstanding as part of more than six
separate Revolving Credit Borrowings.

                (c)     Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower.

                (d)     Unless the Agent shall have received notice from a Lender
prior to the date of any Revolving Credit Borrowing that such Lender will not
make available to the Agent such Lender's ratable portion of such Revolving
Credit Borrowing, the Agent may assume that such Lender has made such portion
available to the Agent on the date of such Revolving Credit Borrowing in
accordance with subsection (a) of this Section 2.02 and the Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount.  If and to the extent that such Lender shall not have so
made such ratable portion available to the Agent, such Lender and the Borrower
severally agree to repay to the Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount
is made available to the Borrower until the date such amount is repaid to the
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to Revolving Credit Advances comprising such Revolving Credit Borrowing
and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender
shall repay to the Agent such corresponding amount, such amount so repaid
shall constitute such Lender's Revolving Credit Advance as part of such
Revolving Credit Borrowing for purposes of this Agreement.

                (e)     The failure of any Lender to make the Revolving Credit
Advance to be made by it as part of any Revolving Credit Borrowing shall not
relieve any other Lender of its obligation, if any, hereunder to make its
Revolving Credit Advance on the date of such Revolving Credit Borrowing, but
no Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

                SECTION 2.03.  The Competitive Bid Advances.  (a)  Each Lender
severally agrees that the Borrower may make Competitive Bid Borrowings under
this Section 2.03 from time to time on any Business Day during the period from
the date hereof until the date occurring 30 days prior to the Termination Date
in the manner set forth below; provided that, following the making of each
Competitive Bid Borrowing, the aggregate amount of the Advances then
outstanding shall not exceed the aggregate amount of the Commitments of the
Lenders (computed without regard to any Competitive Bid Reduction).

        (i)     The Borrower may request a Competitive Bid Borrowing under
this Section 2.03 by delivering to the Agent, by telecopier or telex, a
notice of a Competitive Bid Borrowing (a "Notice of Competitive Bid
Borrowing"), in substantially the form of Exhibit B-2 hereto, specifying
therein the requested (v) date of such proposed Competitive Bid
Borrowing, (w) aggregate amount of such proposed Competitive Bid
Borrowing, (x) in the case of a Competitive Bid Borrowing consisting of
LIBO Rate Advances, Interest Period, or in the case of a Competitive Bid
Borrowing consisting of Fixed Rate Advances, maturity date for repayment
of each Fixed Rate Advance to be made as part of such Competitive Bid
Borrowing (which maturity date may not be earlier than the date
occurring 30 days after the date of such Competitive Bid Borrowing or
later than the Termination Date), (y) interest payment date or dates
relating thereto, and (z) other terms (if any) to be applicable to such
Competitive Bid Borrowing, not later than 11:00 A.M. (New York City
time) (A) at least one Business Day prior to the date of the proposed
Competitive Bid Borrowing, if the Borrower shall specify in the Notice
of Competitive Bid Borrowing that the rates of interest to be offered by
the Lenders shall be fixed rates per annum (the Advances comprising any
such Competitive Bid Borrowing being referred to herein as "Fixed Rate
Advances") and (B) at least four Business Days prior to the date of the
proposed Competitive Bid Borrowing, if the Borrower shall instead
specify in the Notice of Competitive Bid Borrowing that the Advances
comprising such Competitive Bid Borrowing shall be LIBO Rate Advances.
The Agent shall in turn promptly notify each Lender of each request for
a Competitive Bid Borrowing received by it from the Borrower by sending
such Lender a copy of the related Notice of Competitive Bid Borrowing.

        (ii)    Each Lender may, if, in its sole discretion, it elects to do
so, irrevocably offer to make one or more Competitive Bid Advances to
the Borrower as part of such proposed Competitive Bid Borrowing at a
rate or rates of interest specified by such Lender in its sole
discretion, by notifying the Agent (which shall give prompt notice
thereof to the Borrower), (A) before 9:30 A.M. (New York City time) on
the date of such proposed Competitive Bid Borrowing, in the case of a
Competitive Bid Borrowing consisting of Fixed Rate Advances, (B) before
10:00 A.M. (New York City time) three Business Days before the date of
such proposed Competitive Bid Borrowing, in the case of a Competitive
Bid Borrowing consisting of LIBO Rate Advances, of the minimum amount
and maximum amount of each Competitive Bid Advance which such Lender
would be willing to make as part of such proposed Competitive Bid
Borrowing (which amounts of such proposed Competitive Bid Advances may,
subject to the proviso to the first sentence of this Section 2.03(a),
exceed such Lender's Commitment), the rate or rates of interest therefor
and such Lender's Applicable Lending Office with respect to such
Competitive Bid Advance; provided that if the Agent in its capacity as a
Lender shall, in its sole discretion, elect to make any such offer, it
shall notify the Borrower of such offer at least 30 minutes before the
time and on the date on which notice of such election is to be given to
the Agent by the other Lenders.  If any Lender shall elect not to make
such an offer, such Lender shall so notify the Agent before 10:00 A.M.
(New York City time) by the other Lenders, and such Lender shall not be
obligated to, and shall not, make any Competitive Bid Advance as part of
such Competitive Bid Borrowing; provided that the failure by any Lender
to give such notice shall not cause such Lender to be obligated to make
any Competitive Bid Advance as part of such proposed Competitive Bid
Borrowing.

        (iii)   The Borrower shall, in turn, (A) before 11:00 A.M. (New York
City time) on the date of such proposed Competitive Bid Borrowing, in
the case of a Competitive Bid Borrowing  consisting of Fixed Rate
Advances, (B) before 12:00 noon (New York City time) three Business Days
before the date of such proposed Competitive Bid Borrowing, in the case
of a Competitive Bid Borrowing consisting of LIBO Rate Advances, either:

        (x)     cancel such Competitive Bid Borrowing by giving the
Agent notice to that effect, or

        (y)     accept one or more of the offers made by any Lender or
Lenders pursuant to paragraph (ii) above, in its sole discretion,
by giving notice to the Agent of the amount of each Competitive
Bid Advance (which amount shall be equal to or greater than the
minimum amount, and equal to or less than the maximum amount,
notified to the Borrower by the Agent on behalf of such Lender for
such Competitive Bid Advance pursuant to paragraph (ii) above) to
be made by each Lender as part of such Competitive Bid Borrowing,
and reject any remaining offers made by Lenders pursuant to
paragraph (ii) above by giving the Agent notice to that effect.
The Borrower shall accept the offers made by any Lender or Lenders
to make Competitive Bid Advances in order of the lowest to the
highest rates of interest offered by such Lenders.  If two or more
Lenders have offered the same interest rate, the amount to be
borrowed at such interest rate will be allocated among such
Lenders in proportion to the amount that each such Lender offered
at such interest rate.

        (iv)    If the Borrower notifies the Agent that such Competitive Bid
Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent
shall give prompt notice thereof to the Lenders and such Competitive Bid
Borrowing shall not be made.

        (v)     If the Borrower accepts one or more of the offers made by
any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent,
shall in turn promptly notify (A) each Lender that has made an offer as
described in paragraph (ii) above, of the date and aggregate amount of
such Competitive Bid Borrowing and whether or not any offer or offers
made by such Lender pursuant to paragraph (ii) above have been accepted
by the Borrower, (B) each Lender that is to make a Competitive Bid
Advance as part of such Competitive Bid Borrowing, of the amount of each
Competitive Bid Advance to be made by such Lender as part of such
Competitive Bid Borrowing, and (C) each Lender that is to make a
Competitive Bid Advance as part of such Competitive Bid Borrowing, upon
receipt, that the Agent has received forms of documents appearing to
fulfill the applicable conditions set forth in Article III.  Each Lender
that is to make a Competitive Bid Advance as part of such Competitive
Bid Borrowing shall, before 11:00 A.M. (New York City time) on the date
of such Competitive Bid Borrowing specified in the notice received from
the Agent  pursuant to clause (A) of the preceding sentence or any later
time when such Lender shall have received notice from the Agent pursuant
to clause (C) of the preceding sentence, make available for the account
of its Applicable Lending Office to the Agent at its address referred to
in Section 8.02, in same day funds, such Lender's portion of such
Competitive Bid Borrowing.  Upon fulfillment of the applicable
conditions set forth in Article III and after receipt by the Agent of
such funds, the Agent will make such funds available to such Borrower at
the location specified by such Borrower in its Notice of Competitive Bid
Borrowing.  Promptly after each Competitive Bid Borrowing the Agent will
notify each Lender of the amount of the Competitive Bid Borrowing, the
consequent Competitive Bid Reduction and the dates upon which such
Competitive Bid Reduction commenced and will terminate.

        (vi)    If the Borrower notifies the Agent that it accepts one or
more of the offers made by any Lender or Lenders pursuant to paragraph
(iii)(y) above, such notice of acceptance shall be irrevocable and
binding on the Borrower.

                (b)     Each Competitive Bid Borrowing shall be in an aggregate
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and, following the making of each Competitive Bid Borrowing, the Borrower
shall be in compliance with the limitation set forth in the proviso to the
first sentence of subsection (a) above.

                (c)     Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section
2.03, repay or prepay pursuant to subsection (d) below, and reborrow under
this Section 2.03, provided that a Competitive Bid Borrowing shall not be made
within three Business Days of the date of any other Competitive Bid Borrowing.

                (d)     The Borrower shall repay to the Agent for the account of
each Lender that has made a Competitive Bid Advance, on the maturity date of
each Competitive Bid Advance (such maturity date being that specified by the
Borrower for repayment of such Competitive Bid Advance in the related Notice
of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and
provided in the Competitive Bid Note evidencing such Competitive Bid Advance),
the then unpaid principal amount of such Competitive Bid Advance.  The
Borrower shall have no right to prepay any principal amount of any Competitive
Bid Advance unless, and then only on the terms, specified by the Borrower for
such Competitive Bid Advance in the related Notice of Competitive Bid
Borrowing delivered pursuant to subsection (a)(i) above and set forth in the
Competitive Bid Note evidencing such Competitive Bid Advance.

                (e)     The Borrower shall pay interest on the unpaid principal
amount of each Competitive Bid Advance from the date of such Competitive Bid
Advance to the date the principal amount of such Competitive Bid Advance is
repaid in full, at the rate of interest for such Competitive Bid Advance
specified by the Lender making such Competitive Bid Advance in its notice with
respect thereto delivered pursuant to subsection (a)(ii) above, payable on the
interest payment date or dates specified by the Borrower for such Competitive
Bid Advance in the related Notice of Competitive Bid Borrowing delivered
pursuant to subsection (a)(i) above, as provided in the Competitive Bid Note
evidencing such Competitive Bid Advance.  Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on the
amount of unpaid principal of and interest on each Competitive Bid Advance
owing to a Lender, payable in arrears on the date or dates interest is payable
thereon, at a rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on such Competitive Bid Advance under the terms
of the Competitive Bid Note evidencing such Competitive Bid Advance unless
otherwise agreed in such Competitive Bid Note.

                (f)     The indebtedness of the Borrower resulting from each
Competitive Bid Advance made to the Borrower as part of a Competitive Bid
Borrowing shall be evidenced by a separate Competitive Bid Note of the
Borrower payable to the order of the Lender making such Competitive Bid
Advance.

                SECTION 2.04.  Fees.  (a)  Facility Fee.  The Borrower agrees to
pay to the Agent for the account of each Lender a facility fee on the
aggregate amount of such Lender's Commitment from the date hereof in the case
of each Initial Lender and from the effective date specified in the Assumption
Agreement or in the Assignment and Acceptance pursuant to which it became a
Lender in the case of each other Lender until the Termination Date at a rate
per annum equal to the Applicable Percentage in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September
and December, commencing March 31, 2000, and on the Termination Date.

                (b)     Agent's Fees.  The Borrower shall pay to the Agent for its
own account such fees as may from time to time be agreed in writing between
the Borrower and the Agent.

                SECTION 2.05.  Termination or Reduction of the Commitments.  (a)
Optional.  The Borrower shall have the right, upon at least three Business
Days' notice to the Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders, provided that
each partial reduction shall be in the aggregate amount of $10,000,000 or an
integral multiple of $1,000,000 in excess thereof and provided further that
the aggregate amount of the Commitments of the Lenders shall not be reduced to
an amount that is less than the aggregate principal amount of the Competitive
Bid Advances then outstanding.

                (b)     Mandatory.  On the Termination Date, if the Borrower has
made the Term Loan Election in accordance with Section 2.06 prior to such
date, and from time to time thereafter upon each prepayment of the Revolving
Credit Advances, the Commitments of the Lenders shall be automatically and
permanently reduced on a pro rata basis by an amount equal to the amount by
which (i) the aggregate Commitments immediately prior to such reduction
exceeds (ii) the aggregate unpaid principal amount of all Revolving Credit
Advances outstanding at such time.

                SECTION 2.06.  Repayment of Revolving Credit Advances.  The
Borrower shall, subject to the next succeeding sentence, repay to the Agent
for the ratable account of the Lenders on the Termination Date the aggregate
principal amount of the Revolving Credit Advances then outstanding.  The
Borrower may, upon not less than 15 days' notice to the Agent, elect (the
"Term Loan Election") to convert all of the Revolving Credit Advances
outstanding on the Termination Date in effect at such time into a term loan
which the Borrower shall repay in full ratably to the lenders on the Maturity
Date; provided that the Term Loan Election may not be exercised if a Default
has occurred and is continuing on the date of notice of the Term Loan Election
or on the date on which the Term Loan Election is to be effected.  All
Revolving Credit Advances converted into a term loan pursuant to this Section
2.06 shall continue to constitute Revolving Credit Advances except that the
Borrower may not reborrow pursuant to Section 2.01 after all or any portion of
such Revolving Credit Advances have been prepared pursuant to Section 2.10.

                SECTION 2.07.  Interest on Revolving Credit Advances.  (a)
Scheduled Interest.  The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in
full, at the following rates per annum:

        (i)     Base Rate Advances.  During such periods as such Revolving
Credit Advance is a Base Rate Advance, a rate per annum equal at all
times to the sum of (x) the Base Rate in effect from time to time plus
(y) the Applicable Margin in effect from time to time plus (z) the
Applicable Utilization Fee, if any, in effect from time to time, payable
in arrears quarterly on the last day of each March, June, September and
December during such periods and on the date such Base Rate Advance
shall be Converted or paid in full.
        (ii)    Eurodollar Rate Advances.  During such periods as such
Revolving Credit Advance is a Eurodollar Rate Advance, a rate per annum
equal at all times during each Interest Period for such Revolving Credit
Advance to the sum of (x) the Eurodollar Rate for such Interest Period
for such Revolving Credit Advance plus (y) the Applicable Margin in
effect from time to time plus (z) the Applicable Utilization Fee, if
any, in effect from time to time, payable in arrears on the last day of
such Interest Period and, if such Interest Period has a duration of more
than three months, on each day that occurs during such Interest Period
every three months from the first day of such Interest Period and on the
date such Eurodollar Rate Advance shall be Converted or paid in full.

        (iii)   Adjusted CD Rate Advances.  During such periods as such
Revolving Credit Advance is an Adjusted CD Rate Advance, a rate per
annum equal at all times during each Interest Period for such Revolving
Credit Advance to the sum of (x) the Adjusted CD Rate for such Interest
Period for such Revolving Credit Advance plus (y) the Applicable Margin
in effect from time to time plus (z) the Applicable Utilization Fee, if
any, in effect from time to time, payable in arrears on the last day of
such Interest Period and, if such Interest Period has a duration of more
than 90 days, on each day that occurs during such Interest Period every
90 days from the first day of such Interest Period and on the date such
Adjusted CD Rate Advance shall be Converted or paid in full.

                (b)     Default Interest.  Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall pay interest on (i) the
unpaid principal amount of each Revolving Credit Advance owing to each Lender,
payable in arrears on the dates referred to in clause (a)(i), (a)(ii) or
(a)(iii) above, at a rate per annum equal at all times to 2% per annum above
the rate per annum required to be paid on such Revolving Credit Advance
pursuant to clause (a)(i), (a)(ii) or (a)(iii) above and (ii) to the fullest
extent permitted by law, the amount of any interest, fee or other amount
payable hereunder that is not paid when due, from the date such amount shall
be due until such amount shall be paid in full, payable in arrears on the date
such amount shall be paid in full and on demand, at a rate per annum equal at
all times to 2% per annum above the rate per annum required to be paid on Base
Rate Advances pursuant to clause (a)(i) above.

                SECTION 2.08.  Interest Rate Determination.  (a)  Each Reference
Bank agrees to furnish to the Agent timely information for the purpose of
determining each Eurodollar Rate, each Adjusted CD Rate and each LIBO Rate.
If any one or more of the Reference Banks shall not furnish such timely
information to the Agent for the purpose of determining any such interest
rate, the Agent shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Banks.  The Agent shall give
prompt notice to the Borrower and the Lenders of the applicable interest rate
determined by the Agent for purposes of Section 2.07(a)(i), (ii) or (iii), and
the rate, if any, furnished by each Reference Bank for the purpose of
determining the interest rate under Section 2.07(a)(ii) or (iii).

                (b)     If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Agent that the Eurodollar Rate for any Interest
Period for such Advances will not adequately reflect the cost to such Required
Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to
make, or to Convert Revolving Credit Advances into, Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.

                (c)     If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances or Adjusted CD Rate Advances
in accordance with the provisions contained in the definition of "Interest
Period" in Section 1.01, the Agent will forthwith so notify the Borrower and
the Lenders and such Advances will automatically, on the last day of the then
existing Interest Period therefor, be Converted into Base Rate Advances.

                (d)     On the date on which the aggregate unpaid principal amount
of Eurodollar Rate Advances or Adjusted CD Rate Advances comprising any
Borrowing shall be reduced, by payment or prepayment or otherwise, to less
than $10,000,000, such Advances shall automatically Convert into Base Rate
Advances.

                (e)     Upon the occurrence and during the continuance of any Event
of Default, (i) each Eurodollar Rate Advance and each Adjusted CD Rate Advance
will automatically, on the last day of the then existing Interest Period
therefor Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances or
Adjusted CD Rate Advances shall be suspended.

                (f)     If, with respect to Eurodollar Rate Advances, Dow Jones
Markets Telerate Page 3750 (or any successor page) is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for
determining the Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances
or LIBO Rate Advances, as the case may be, or if fewer than two Reference
Banks furnish timely information to the Agent for determining the Adjusted CD
Rate for any Adjusted CD Rate Advances,

        (i)     the Agent shall forthwith notify the Borrower and the
Lenders that the interest rate cannot be determined for such Eurodollar
Rate Advances, LIBO Rate Advances or Adjusted CD Rate Advances, as the
case may be,

        (ii)    with respect to Eurodollar Rate Advances or Adjusted CD Rate
Advances, as the case may be, each such Advance will automatically, on
the last day of the then existing Interest Period therefor, Convert into
a Base Rate Advance (or if such Advance is then a Base Rate Advance,
will continue as a Base Rate Advance), and

        (iii)   the obligation of the Lenders to make Eurodollar Rate
Advances, LIBO Rate Advances or Adjusted CD Rate Advances, as the case
may be, or to Convert Revolving Credit Advances into Eurodollar Rate
Advances or Adjusted CD Rate Advances, as the case may be, shall be
suspended until the Agent shall notify the Borrower and the Lenders that
the circumstances causing such suspension no longer exist.

                 SECTION 2.09.  Optional Conversion of Revolving Credit Advances.
The Borrower may on any Business Day, upon notice given to the Agent not later
than 12:00 noon (New York City time) on the third Business Day prior to the
date of the proposed Conversion and subject to the provisions of Sections 2.08
and 2.12, Convert all Revolving Credit Advances of one Type comprising the
same Borrowing into Revolving Credit Advances of another Type; provided,
however, that any Conversion of Eurodollar Rate Advances or Adjusted CD Rate
Advances into Advances of another type shall be made only on the last day of
an Interest Period for such Advances, any Conversion of Base Rate Advances
into Eurodollar Rate Advances or Adjusted CD Rate Advances shall be in an
amount not less than the minimum amount specified in Section 2.02(b) and no
Conversion of any Revolving Credit Advances shall result in more separate
Revolving Credit Borrowings than permitted under Section 2.02(b).  Each such
notice of a Conversion shall, within the restrictions specified above, specify
(i) the date of such Conversion, (ii) the Revolving Credit Advances to be
Converted, and (iii) if such Conversion is into Eurodollar Rate Advances or
Adjusted CD Rate Advances, the duration of the initial Interest Period for
each such Advance.  Each notice of Conversion shall be irrevocable and binding
on the Borrower.

                SECTION 2.10.  Optional Prepayments of Revolving Credit Advances.
The Borrower may, upon notice at least three Business Days' prior to the date
of such prepayment, in the case of Eurodollar Rate Advances or Adjusted CD
Rate Advances, and not later than 12:00 noon (New York City time) on the date
of such prepayment, in the case of Base Rate Advances, to the Agent stating
the proposed date and aggregate principal amount of the prepayment, and if
such notice is given the Borrower shall, prepay the outstanding principal
amount of the Revolving Credit Advances comprising part of the same Revolving
Credit Borrowing in whole or ratably in part, together with accrued interest
to the date of such prepayment on the principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate principal
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and (y) in the event of any such prepayment of a Eurodollar Rate Advance or an
Adjusted CD Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

                SECTION 2.11.  Increased Costs.  (a)  If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation after the Effective Date or (ii) the compliance with any guideline
or request from any central bank or other governmental authority (whether or
not having the force of law) after the Effective Date, there shall be any
increase in the cost to any Lender of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances, LIBO Rate Advances or Adjusted CD Rate
Advances (excluding for purposes of this Section 2.11 any such increased costs
resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall
govern) and (ii) changes in the basis of taxation of overall net income or
overall gross income by the United States or by the foreign jurisdiction or
state under the laws of which such Lender is organized or has its Applicable
Lending Office or any political subdivision thereof), then the Borrower shall
from time to time, upon demand by such Lender (with a copy of such demand to
the Agent), pay to the Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost.  A certificate
as to the amount of such increased cost, submitted to the Borrower and the
Agent by such Lender, shall be conclusive and binding for all purposes, absent
manifest error.

                (b)     If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by
such Lender or any corporation controlling such Lender and that the amount of
such capital is increased by or based upon the existence of such Lender's
commitment to lend hereunder and other commitments of this type, then, upon
demand by such Lender (with a copy of such demand to the Agent), the Borrower
shall pay to the Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be
allocable to the existence of such Lender's commitment to lend hereunder.  A
certificate as to such amounts submitted to the Borrower and the Agent by such
Lender shall be conclusive and binding for all purposes, absent manifest
error.

                (c)     If any Lender fails to give the Borrower any prompt notice
required by this Section 2.11, the Borrower shall not be required to indemnify
and compensate such Lender or the Agent under this Section 2.11 for any
amounts attributable to the event or factual circumstance required to be
disclosed in such notice and arising during or with respect to any period
ending more than 90 days before notice thereof has been delivered to the
Borrower, provided that this subsection (c) shall in no way limit the right of
any Lender or the Agent to demand or receive compensation to the extent that
such compensation relates to any law, rule, regulation, interpretation,
administration, request or directive (or any change therein) which by its
terms has retroactive application if such notice is given within 90 days after
the date of enactment or effectiveness of such retroactive law, rule,
regulation, interpretation, administration, request or directive (or change
therein).

                SECTION 2.12.  Illegality.  Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation makes it
unlawful, or any central bank or other governmental authority asserts that it
is unlawful, for any Lender or its Eurodollar Lending Office to perform its
obligations hereunder to make Eurodollar Rate Advances or to fund or maintain
Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate Advance will
automatically, upon such demand, Convert into a Base Rate Advance and (b) the
obligation of the Lenders to make Eurodollar Rate Advances or LIBO Rate
Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances
shall be suspended until the Agent shall notify the Borrower and the Lenders
that the circumstances causing such suspension no longer exist.

                SECTION 2.13.  Payments and Computations.  (a)  The Borrower shall
make each payment hereunder not later than 11:00 A.M. (New York City time) on
the day when due to the Agent at the Agent's Account in same day funds.  The
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal or interest or facility fees ratably (other than
amounts payable pursuant to Section 2.03, 2.11, 2.14 or 8.04(c)) to the
Lenders for the account of their respective Applicable Lending Offices, and
like funds relating to the payment of any other amount payable to any Lender
to such Lender for the account of its Applicable Lending Office, in each case
to be applied in accordance with the terms of this Agreement.  Upon any
Assuming Lender becoming a Lender hereunder as a result of a Commitment
Increase pursuant to Section 2.18 or an extension of the Termination Date
pursuant to Section 2.19, and upon the Agent's receipt of such Lender's
Assumption Agreement and recording of the information contained therein in the
Register, from and after the applicable Increase Date or Extension Date, as
the case may be, the Agent shall make all payments hereunder and under any
Notes issued in connection therewith in respect of the interest assumed
thereby to the Assuming Lender. Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(c), from and after the effective date specified in
such Assignment and Acceptance, the Agent shall make all payments hereunder
and under the Notes in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

                (b)     All computations of interest based on the Base Rate shall be
made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, all computations of interest based on the Eurodollar Rate, the LIBO Rate,
the Adjusted CD Rate or the Federal Funds Rate or in respect of Fixed Rate
Advances and of facility fees shall be made by the Agent on the basis of a
year of 360 days, in each case for the actual number of days (including the
first day but excluding the last day) occurring in the period for which such
interest or facility fees are payable.  Each determination by the Agent of an
interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.

                (c)     Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or facility
fee, as the case may be; provided, however, that, if such extension would
cause payment of interest on or principal of Eurodollar Rate Advances or LIBO
Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.

                (d)     Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the Agent may
assume that the Borrower has made such payment in full to the Agent on such
date and the Agent may, in reliance upon such assumption, cause to be
distributed to each Lender on such due date an amount equal to the amount then
due such Lender.  If and to the extent the Borrower shall not have so made
such payment in full to the Agent, each Lender shall repay to the Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the Agent, at the
Federal Funds Rate in the case of Advances denominated in Dollars.

                SECTION 2.14.  Taxes.  (a)  Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.13,
free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and
the Agent, taxes imposed on its overall net income, and franchise taxes
imposed on it in lieu of net income taxes, by the jurisdiction under the laws
of which such Lender or the Agent (as the case may be) is organized or any
political subdivision thereof and, in the case of each Lender, taxes imposed
on its overall net income, and franchise taxes imposed on it in lieu of net
income taxes, by the jurisdiction of such Lender's Applicable Lending Office
or any political subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as
"Taxes").  If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder or under any Note to any Lender or
the Agent, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.14) such Lender or the Agent (as
the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law.

                (b)     In addition, the Borrower shall pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes
or from the execution, delivery or registration of, performing under, or
otherwise with respect to, this Agreement or the Notes (hereinafter referred
to as "Other Taxes").

                (c)     The Borrower shall indemnify each Lender and the Agent for
and hold it harmless against the full amount of Taxes or Other Taxes
(including, without limitation, taxes of any kind imposed by any jurisdiction
on amounts payable under this Section 2.14) imposed on or paid by such Lender
or the Agent (as the case may be) and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto.  This
indemnification shall be made within 30 days from the date such Lender or the
Agent (as the case may be) makes written demand therefor.

                (d)     Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section
8.02, the original or a certified copy of a receipt evidencing such payment.
In the case of any payment hereunder or under the Notes by or on behalf of the
Borrower through an account or branch outside the United States or by or on
behalf of the Borrower by a payor that is not a United States person, if the
Borrower determines that no Taxes are payable in respect thereof, the Borrower
shall furnish, or shall cause such payor to furnish, to the Agent, at such
address, an opinion of counsel acceptable to the Agent stating that such
payment is exempt from Taxes.  For purposes of this subsection (d) and
subsection (e), the terms "United States" and "United States person" shall
have the meanings specified in Section 7701 of the Internal Revenue Code.

                (e)     Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender and on the date
of the Assumption Agreement or the Assignment and Acceptance pursuant to which
it becomes a Lender in the case of each other Lender, and from time to time
thereafter as requested in writing by the Borrower (but only so long as such
Lender remains lawfully able to do so), shall provide each of the Agent and
the Borrower with two original Internal Revenue Service forms 1001 or 4224, as
appropriate, or any successor or other form prescribed by the Internal Revenue
Service, certifying that such Lender is exempt from or entitled to a reduced
rate of United States withholding tax on payments pursuant to this Agreement
or the Notes.  If the form provided by a Lender at the time such Lender first
becomes a party to this Agreement indicates a United States interest
withholding tax rate in excess of zero, withholding tax at such rate shall be
considered excluded from Taxes unless and until such Lender provides the
appropriate forms certifying that a lesser rate applies, whereupon withholding
tax at such lesser rate only shall be considered excluded from Taxes for
periods governed by such form; provided, however, that, if at the date of the
Assignment and Acceptance pursuant to which a Lender assignee becomes a party
to this Agreement, the Lender assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date.  If any form or
document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form 1001
or 4224, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to
include in such form or document such confidential information.

                (f)     For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form described in Section 2.14(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such
form otherwise is not required under subsection (e) above), such Lender shall
not be entitled to indemnification under Section 2.14(a) or (c) with respect
to Taxes imposed by the United States by reason of such failure; provided,
however, that should a Lender become subject to Taxes because of its failure
to deliver a form required hereunder, the Borrower shall take such steps as
the Lender shall reasonably request to assist the Lender to recover such
Taxes.

                (g)     Any Lender claiming any additional amounts payable pursuant
to this Section 2.14 agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                SECTION 2.15.  Sharing of Payments, Etc.  If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) on account of the Revolving Credit
Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in
excess of its ratable share of payments on account of the Revolving Credit
Advances obtained by all the Lenders, such Lender shall forthwith purchase
from the other Lenders such participations in the Revolving Credit Advances
owing to them as shall be necessary to cause such purchasing Lender to share
the excess payment ratably with each of them; provided, however, that if all
or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each Lender shall be rescinded and such
Lender shall repay to the purchasing Lender the purchase price to the extent
of such recovery together with an amount equal to such Lender's ratable share
(according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered.  The Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section
2.15 may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount
of such participation.

                SECTION 2.16.  Evidence of Debt.  (a)  Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Revolving
Credit Advance owing to such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. The Borrower agrees that
upon notice by any Lender to the Borrower (with a copy of such notice to the
Agent) to the effect that a Revolving Credit Note is required or appropriate
in order for such Lender to evidence (whether for purposes of pledge,
enforcement or otherwise) the Revolving Credit Advances owing to, or to be
made by, such Lender, the Borrower shall promptly execute and deliver to such
Lender a Revolving Credit Note payable to the order of such Lender in a
principal amount up to the Commitment of such Lender.

                (b)     The Register maintained by the Agent pursuant to Section
8.07(d) shall include a control account, and a subsidiary account for each
Lender, in which accounts (taken together) shall be recorded (i) the date and
amount of each Borrowing made hereunder, the Type of Advances comprising such
Borrowing and, if appropriate, the Interest Period applicable thereto, (ii)
the terms of  each Assumption Agreement and each Assignment and Acceptance
delivered to and accepted by it, (iii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iv) the amount of any sum received by the Agent from the
Borrower hereunder and each Lender's share thereof.

                (c)     Entries made in good faith by the Agent in the Register
pursuant to subsection (b) above, and by each Lender in its account or
accounts pursuant to subsection (a) above, shall be prima facie evidence of
the amount of principal and interest due and payable or to become due and
payable from the Borrower to, in the case of the Register, each Lender and, in
the case of such account or accounts, such Lender, under this Agreement,
absent manifest error; provided, however, that the failure of the Agent or
such Lender to make an entry, or any finding that an entry is incorrect, in
the Register or such account or accounts shall not limit or otherwise affect
the obligations of the Borrower under this Agreement.

                SECTION 2.17.  Use of Proceeds.  The proceeds of the Advances
shall be available (and the Borrower agrees that it shall use such proceeds)
solely for general corporate purposes of the Borrower and its Subsidiaries,
including commercial paper backstop.

                 SECTION 2.18.  Increase in the Aggregate Commitments.  (a)  The
Borrower may, at any time but in any event not more than once in any calendar
year prior to the Termination Date, by notice to the Agent, request that the
aggregate amount of the Commitment be increased by integral multiples of
$10,000,000 in excess thereof (each a "Commitment Increase") to be effective
as of a date that is at least 90 days prior to the scheduled Termination Date
then in effect (the "Increase Date") as specified in the related notice to the
Agent; provided, however that (i) in no event shall the aggregate amount of
the Commitments at any time exceed $300,000,000 and (ii) on the date of any
request by the Borrower for a Commitment Increase and on the related Increase
Date, the applicable conditions set forth in Article III shall be satisfied.

                (b)     The Agent shall promptly notify the Lenders of a request by
the Borrower for a Commitment Increase, which notice shall include (i) the
proposed amount of such requested Commitment Increase, (ii) the proposed
Increase Date and (iii) the date by which Lenders wishing to participate in
the Commitment Increase must commit to an increase in the amount of their
respective Commitments (the "Commitment Date").  Each Lender that is willing
to participate in such requested Commitment Increase (each an "Increasing
Lender") shall, in its sole discretion, give written notice to the Agent on or
prior to the Commitment Date of the amount by which it is willing to increase
its Commitment.  If the Lenders notify the Agent that they are willing to
increase the amount of their respective Commitments by an aggregate amount
that exceeds the amount of the requested Commitment Increase, the requested
Commitment Increase shall be allocated among the Lenders willing to
participate therein in such amounts as are agreed between the Borrower and the
Agent.

                (c)     Promptly following each Commitment Date, the Agent shall
notify the Borrower as to the amount, if any, by which the Lenders are willing
to participate in the requested Commitment Increase.  If the aggregate amount
by which the Lenders are willing to participate in any requested Commitment
Increase on any such Commitment Date is less than the requested Commitment
Increase, then the Borrower may extend offers to one or more Eligible
Assignees to participate in any portion of the requested Commitment Increase
that has not been committed to by the Lenders as of the applicable Commitment
Date; provided, however, that the Commitment of each such Eligible Assignee
shall be in an amount of $15,000,000 or an integral multiple of $1,000,000 in
excess thereof.

                (d)     On each Increase Date, each Eligible Assignee that accepts
an offer to participate in a requested Commitment Increase in accordance with
Section 2.18(c) (each such Eligible Assignee and each Eligible Assignee that
agrees to an extension of the Termination Date in accordance with Section
2.18(c), an "Assuming Lender") shall become a Lender party to this Agreement
as of such Increase Date and the Commitment of each Increasing Lender for such
requested Commitment Increase shall be so increased by such amount (or by the
amount allocated to such Lender pursuant to the last sentence of Section
2.18(b)) as of such Increase Date; provided, however, that the Agent shall
have received on or before such Increase Date the following, each dated such
date:

        (i)     (A) certified copies of resolutions of the Board of
Directors of the Borrower or the Executive Committee of such Board
approving the Commitment Increase and the corresponding modifications to
this Agreement and (B) an opinion of counsel for the Borrower (which may
be in-house counsel), in substantially the form of Exhibit D hereto;

        (ii)    an assumption agreement from each Assuming Lender, if any,
in form and substance satisfactory to the Borrower and the Agent (each
an "Assumption Agreement"), duly executed by such Eligible Assignee, the
Agent and the Borrower; and

        (iii)   confirmation from each Increasing Lender of the increase in
the amount of its Commitment in a writing satisfactory to the Borrower
and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.18(d), the Agent shall notify
the Lenders (including, without limitation, each Assuming Lender) and the
Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex,
of the occurrence of the Commitment Increase to be effected on such Increase
Date and shall record in the Register the relevant information with respect to
each Increasing Lender and each Assuming Lender on such date.

                SECTION 2.19.  Extension of Termination Date.  (a)  At least 30
days but not more than 45 days prior to the Termination Date, the Borrower, by
written notice to the Agent, may request an extension of the Termination Date
in effect at such time by 364 days from its then scheduled expiration;
provided, however, that the Borrower shall not have made the Term Loan
Election for Revolving Credit Advances outstanding on such Termination Date
prior to such time.  The Agent shall promptly notify each Lender of such
request, and each Lender shall in turn, in its sole discretion, not later than
20 days prior to the Termination Date, notify the Borrower and the Agent in
writing as to whether such Lender will consent to such extension.  If any
Lender shall fail to notify the Agent and the Borrower in writing of its
consent to any such request for extension of the Termination Date at least 20
days prior to the Termination Date, such Lender shall be deemed to be a Non-
Consenting Lender with respect to such request.  The Agent shall notify the
Borrower not later than 15 days prior to the Termination Date of the decision
of the Lenders regarding the Borrower's request for an extension of the
Termination Date.

                (b)     If all the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.19, the Termination Date in
effect at such time shall, effective as at the Termination Date (the
"Extension Date"), be extended for 364 days; provided that on each Extension
Date, the applicable conditions set forth in Article III shall be satisfied.
If less than all of the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.19, the Termination Date in
effect at such time shall, effective as at the applicable Extension Date, be
extended as to those Lenders that so consented (each a "Consenting Lender")
but shall not be extended as to any other Lender (each a "Non-Consenting
Lender").  To the extent that the Termination Date is not extended as to any
Lender pursuant to this Section 2.19 and the Commitment of such Lender is not
assumed in accordance with subsection (c) of this Section 2.19 on or prior to
the applicable Extension Date, the Commitment of such Non-Consenting Lender
shall automatically terminate in whole on such unextended Termination Date
without any further notice or other action by the Borrower, such Lender or any
other Person; provided that such Non- Consenting Lender's rights under
Sections 2.11, 2.14 and 8.04, and its obligations under Section 7.05, shall
survive the Termination Date for such Lender as to matters occurring prior to
such date.  It is understood and agreed that no Lender shall have any
obligation whatsoever to agree to any request made by the Borrower for any
requested extension of the Termination Date.
                (c)     If less than all of the Lenders consent to any such request
pursuant to subsection (a) of this Section 2.19, the Agent shall promptly so
notify the Consenting Lenders, and each Consenting Lender may, in its sole
discretion, give written notice to the Agent not later than 10 days prior to
the Termination Date of the amount of the Non-Consenting Lenders' Commitments
for which it is willing to accept an assignment.  If the Consenting Lenders
notify the Agent that they are willing to accept assignments of Commitments in
an aggregate amount that exceeds the amount of the Commitments of the Non-
Consenting Lenders, such Commitments shall be allocated among the Consenting
Lenders willing to accept such assignments in such amounts as are agreed
between the Borrower and the Agent.  If after giving effect to the assignments
of Commitments described above there remains any Commitments of Non-Consenting
Lenders, the Borrower may arrange for one or more Consenting Lenders or other
Eligible Assignees as Assuming Lenders to assume, effective as of the
Extension Date, any Non-Consenting Lender's Commitment and all of the
obligations of such Non-Consenting Lender under this Agreement thereafter
arising, without recourse to or warranty by, or expense to, such Non-
Consenting Lender; provided, however, that the amount of the Commitment of any
such Assuming Lender as a result of such substitution shall in no event be
less than $15,000,000 unless the amount of the Commitment of such Non-
Consenting Lender is less than $15,000,000, in which case such Assuming Lender
shall assume all of such lesser amount; and provided further that:

        (i)     any such Consenting Lender or Assuming Lender shall have
paid to such Non-Consenting Lender (A) the aggregate principal amount
of, and any interest accrued and unpaid to the effective date of the
assignment on, the outstanding Advances, if any, of such Non-Consenting
Lender plus (B) any accrued but unpaid facility fees owing to such Non-
Consenting Lender as of the effective date of such assignment;

        (ii)    all additional costs reimbursements, expense reimbursements
and indemnities payable to such Non-Consenting Lender, and all other
accrued and unpaid amounts owing to such Non-Consenting Lender
hereunder, as of the effective date of such assignment shall have been
paid to such Non-Consenting Lender; and

        (iii)   with respect to any such Assuming Lender, the applicable
processing and recordation fee required under Section 8.07(a) for such
assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.11,
2.14 and 8.04, and its obligations under Section 7.05, shall survive such
substitution as to matters occurring prior to the date of substitution.  At
least three Business Days prior to any Extension Date, (A) each such Assuming
Lender, if any, shall have delivered to the Borrower and the Agent an
Assumption Agreement, duly executed by such Assuming Lender, such Non-
Consenting Lender, the Borrower and the Agent, (B) any such Consenting Lender
shall have delivered confirmation in writing satisfactory to the Borrower and
the Agent as to the increase in the amount of its Commitment and (C) each Non-
Consenting Lender being replaced pursuant to this Section 2.19 shall have
delivered to the Agent any Note or Notes held by such Non-Consenting Lender.
Upon the payment or prepayment of all amounts referred to in clauses (i), (ii)
and (iii) of the immediately preceding sentence, each such Consenting Lender
or Assuming Lender, as of the Extension Date, will be substituted for such
Non-Consenting Lender under this Agreement and shall be a Lender for all
purposes of this Agreement, without any further acknowledgment by or the
consent of the other Lenders, and the obligations of each such Non-Consenting
Lender hereunder shall, by the provisions hereof, be released and discharged.

                (d)     If all of the Lenders (after giving effect to any
assignments pursuant to subsection (b) of this Section 2.19) consent in
writing to a requested extension (whether by execution or delivery of an
Assumption Agreement or otherwise) not later than one Business Day prior to
such Extension Date, the Agent shall so notify the Borrower, and, so long as
no Default shall have occurred and be continuing as of such Extension Date, or
shall occur as a consequence thereof, the Termination Date then in effect
shall be extended for the additional 364-day period as described in subsection
(a) of this Section 2.19, and all references in this Agreement, and in the
Notes, if any, to the "Termination Date" shall, with respect to each
Consenting Lender and each Assuming Lender for such Extension Date, refer to
the Termination Date as so extended.  Promptly following each Extension Date,
the Agent shall notify the Lenders (including, without limitation, each
Assuming Lender) of the extension of the scheduled Termination Date in effect
immediately prior thereto and shall thereupon record in the Register the
relevant information with respect to each such Consenting Lender and each such
Assuming Lender.


                             ARTICLE III

                CONDITIONS TO EFFECTIVENESS AND LENDING

                SECTION 3.01.  Conditions Precedent to Effectiveness of Sections
2.01 and 2.03.  Sections 2.01 and 2.03 of this Agreement shall become
effective on and as of the first date (the "Effective Date") on which the
following conditions precedent have been satisfied:

        (a)     There shall have occurred no material adverse change in the
properties, business, profits or condition (financial or otherwise) of
the Borrower or of the Borrower and its Subsidiaries taken as a whole
since October 31, 1999.

        (b)     Except as set forth under the heading "Legal Proceedings" in
the Borrower's 1999 Form 10-K, there shall exist no action, suit or
proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or
official (i) in which there is a reasonable possibility of an adverse
determination which would have a Material Adverse Effect, or (ii) which
in any manner draws into question the validity of this Agreement or the
Notes.

        (c)     All governmental and third party consents and approvals
necessary in connection with the transactions contemplated hereby shall
have been obtained (without the imposition of any conditions that are
not acceptable to the Lenders) and shall remain in effect, and no law or
regulation shall be applicable in the reasonable judgment of the Lenders
that restrains, prevents or imposes materially adverse conditions upon
the transactions contemplated hereby.

        (d)     The Borrower shall have notified each Lender and the Agent
in writing as to the proposed Effective Date.

        (e)     The Borrower shall have paid all accrued fees and expenses
of the Agent and the Lenders (including the accrued fees and expenses of
counsel to the Agent) as agreed separately in writing by the parties to
such agreement.

        (f)     On the Effective Date, the following statements shall be
true and the Agent shall have received for the account of each Lender a
certificate signed by a duly authorized officer of the Borrower, dated
the Effective Date, stating that:

                        (i)     The representations and warranties contained in
Section 4.01 are correct on and as of the Effective Date, and

                        (ii)    No event has occurred and is continuing that
constitutes a Default.

        (g)     The Agent shall have received on or before the Effective
Date the following, each dated such day, in form and substance
satisfactory to the Agent and (except for the Revolving Credit Notes) in
sufficient copies for each Lender:

                        (i)     The Revolving Credit Notes to the order of the Lenders
to the extent requested by any Lender pursuant to Section 2.16.

                        (ii)    Certified copies of the general resolutions of the
Board of Directors of the Borrower which authorize the Borrower to
enter into this Agreement and the Notes, and of all documents
evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Agreement and the Notes.

                        (iii)   A certificate of the Secretary or an Assistant
Secretary of the Borrower certifying the names and true signatures
of the officers of the Borrower authorized to sign this Agreement
and the Notes and the other documents to be delivered hereunder.

                        (iv)    A favorable opinion of the Managing Director, Legal
Affairs or of the Vice President, Legal Affairs and Intellectual
Property of the Borrower, substantially in the form of Exhibit D
hereto and as to such other matters as any Lender through the
Agent may reasonably request.

                        (v)     A favorable opinion of Orrick, Herrington & Sutcliffe
L.L.P., counsel for the Borrower, substantially in the form of
Exhibit E hereto and as to such other matters as any Lender
through the Agent may reasonably request.

                        (vi)    A favorable opinion of Shearman & Sterling, counsel
for the Agent, in form and substance satisfactory to the Agent.

                SECTION 3.02.  Conditions Precedent to Each Revolving Credit
Borrowing, Increase Date and Extension Date.  The obligation of each Lender to
make a Revolving Credit Advance on the occasion of each Revolving Credit
Borrowing, each Commitment Increase and each extension of Commitments pursuant
to Section 2.19 shall be subject to the conditions precedent that the
Effective Date shall have occurred and on the date of such Revolving Credit
Borrowing, the applicable Increase Date or the applicable Extension Date (a)
the following statements shall be true (and each of the giving of the
applicable Notice of Revolving Credit Borrowing, request for Commitment
Increase, request for extension of Commitments and the acceptance by the
Borrower of the proceeds of such Revolving Credit Borrowing shall constitute a
representation and warranty by the Borrower that on the date of such
Borrowing, such Increase Date or such Extension Date such statements are
true):

        (i)     the representations and warranties contained in Section 4.01
(except, in the case of Revolving Credit Borrowings, the representations
set forth in subsection (d)(ii) thereof and in subsection (e)(i)
thereof) are correct on and as of the date of such Revolving Credit
Borrowing, before and after giving effect to such Revolving Credit
Borrowing and to the application of the proceeds therefrom, as though
made on and as of such date, and

        (ii)    no event has occurred and is continuing, or would result
from such Revolving Credit Borrowing or from the application of the
proceeds therefrom, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.
                SECTION 3.03.  Conditions Precedent to Each Competitive Bid
Borrowing.  The obligation of each Lender that is to make a Competitive Bid
Advance on the occasion of a Competitive Bid Borrowing to make such
Competitive Bid Advance as part of such Competitive Bid Borrowing is subject
to the conditions precedent that (i) the Agent shall have received the written
confirmatory Notice of Competitive Bid Borrowing with respect thereto,  (ii)
on or before the date of such Competitive Bid Borrowing, but prior to such
Competitive Bid Borrowing, the Agent shall have received a Competitive Bid
Note payable to the order of such Lender for each of the one or more
Competitive Bid Advances to be made by such Lender as part of such Competitive
Bid Borrowing, in a principal amount equal to the principal amount of the
Competitive Bid Advance to be evidenced thereby and otherwise on such terms as
were agreed to for such Competitive Bid Advance in accordance with Section
2.03, and (iii) on the date of such Competitive Bid Borrowing the following
statements shall be true (and each of the giving of the applicable Notice of
Competitive Bid Borrowing and the acceptance by the Borrower of the proceeds
of such Competitive Bid Borrowing shall constitute a representation and
warranty by the Borrower that on the date of such Competitive Bid Borrowing
such statements are true):

        (a)     the representations and warranties contained in Section 4.01
are correct on and as of the date of such Competitive Bid Borrowing,
before and after giving effect to such Competitive Bid Borrowing and to
the application of the proceeds therefrom, as though made on and as of
such date (except in the case of the representations and warranties set
forth in subsection (d)(ii) thereof and in subsection (e)(i) thereof, as
may have been disclosed in the most recent quarterly report on Form 10-Q
or in the most recent annual report on Form 10-K filed by the Borrower
with the SEC),

        (b)     no event has occurred and is continuing, or would result
from such Competitive Bid Borrowing or from the application of the
proceeds therefrom, that constitutes a Default.

                SECTION 3.04.  Determinations Under Section 3.01.  For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lenders
unless an officer of the Agent responsible for the transactions contemplated
by this Agreement shall have received notice from such Lender prior to the
date that the Borrower, by notice to the Lenders, designates as the proposed
Effective Date, specifying its objection thereto.  The Agent shall promptly
notify the Lenders of the occurrence of the Effective Date.


                             ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES

                SECTION 4.01.  Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

        (a)     Corporate Existence and Power.  Each of the Borrower and
each Subsidiary:

        (i)     is a corporation duly organized and validly existing
under the laws of its jurisdiction of incorporation;

        (ii)    has all requisite power and authority and all
necessary licenses and permits to own and operate its properties
and to carry on its business as now conducted and as presently
proposed to be conducted, except where failures to have such
licenses and permits would not, in the aggregate, have a Material
Adverse Effect; and
        (iii)    is duly licensed or qualified and is in good standing
as a foreign corporation in each jurisdiction wherein the nature
of the business transacted by it or the nature of the property
owned or leased by it makes such licensing or qualification
necessary, except where failures to be so licensed, qualified or
in good standing would not, in the aggregate, have a Material
Adverse Effect.

        (b)     Corporate and Governmental Authorization; No Contravention.
The execution, delivery and performance by the Borrower of this
Agreement and the Notes are within the Borrower's corporate powers, have
been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body,
agency or official and do not contravene, or constitute a default under,
any provision of applicable law or regulation or of the certificate of
incorporation or by-laws of the Borrower or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Borrower
or any of its Subsidiaries or result in the creation or imposition of
any Lien on any asset of the Borrower or any of its Subsidiaries.

        (c)     Binding Effect.  This Agreement constitutes a valid and
binding agreement of the Borrower and each Note, when executed and
delivered in accordance with this Agreement, will constitute a valid and
binding obligation of the Borrower, in each case enforceable in
accordance with its terms, except as limited by (i) bankruptcy,
insolvency or similar laws affecting creditors' rights generally and
(ii) general principles of equity.

        (d)     Financial Information.  (i)  The consolidated balance sheet
of the Borrower and its Subsidiaries as of October 31, 1999 and the
related consolidated statements of operations and cash flows for the
fiscal year then ended, reported on by PricewaterhouseCoopers LLP and
set forth in the Borrower's 1999 Form 10-K (or an exhibit thereto), a
copy of which has been obtained by each of the Lenders, fairly present,
in conformity with generally accepted accounting principles, the
consolidated financial position of the Borrower and its Subsidiaries as
of such date and their consolidated results of operations and cash flows
for such fiscal year.

        (ii)    There has been no material adverse change since October 31,
1999 in the business, financial position or results of operations of the
Borrower and its Subsidiaries, considered as a whole.

        (e)     Litigation.  Except as set forth under the heading "Legal
Proceedings" in the Borrower's 1999 Form 10-K, there is no action, suit
or proceeding pending against, or to the knowledge of the Borrower
threatened against or affecting, the Borrower or any of its Subsidiaries
before any court or arbitrator or any governmental body, agency or
official (i) in which there is a reasonable possibility of an adverse
determination which would have a Material Adverse Effect, or (ii) which
in any manner draws into question the validity of this Agreement or the
Notes.

        (f)     Compliance with ERISA.  Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA
and the Internal Revenue Code with respect to each Plan and is in
compliance in all material respects with the presently applicable
provisions of ERISA and the Internal Revenue Code with respect to each
Plan.  No member of the ERISA Group has (i) sought a waiver of the
minimum funding standard under Section 412 of the Internal Revenue Code
in respect of any Plan, (ii) failed to make any contribution or payment
to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the
posting of a bond or other security under ERISA or the Internal Revenue
Code which will violate Section 5.02(a) hereof or (iii) incurred any
unpaid liability in excess of $50,000,000 under Title IV of ERISA other
than a liability to the PBGC for premiums under Section 4007 of ERISA.

        (g)     Environmental Matters.  The Borrower has a process of
conducting periodic internal reviews relating to compliance by the
Borrower and its Subsidiaries with Environmental Laws and liabilities
thereunder.  On the basis of such reviews, except as set forth in the
Borrower's 1999 Form 10-K, nothing has come to the attention of the
Borrower which would lead it to believe that costs associated with
compliance with Environmental Laws or liabilities thereunder (including,
without limitation, any capital or operating expenses required for
cleanup, closure of properties or compliance with Environmental Laws or
any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties) would have a
Material Adverse Effect.

        (h)     Taxes.  All federal and state income tax returns required to
be filed by the Borrower or any Subsidiary in any jurisdiction have, in
fact, been filed and all other tax returns required to be filed in any
other jurisdiction have, in fact, been filed, except where the failure
to so file in such jurisdictions (other than in connection with federal
or state income tax returns) would not have a Material Adverse Effect,
and all taxes, assessments, fees and other governmental charges upon the
Borrower or any Subsidiary or upon any of their respective properties,
income or franchises, which are shown to be due and payable in such
returns, have been paid.  For all taxable years ending on or before
October 1994, the Federal income tax liability of the Borrower and its
Subsidiaries has been satisfied and either the period of limitations on
assessment of additional Federal income tax has expired or the Borrower
and its Subsidiaries have entered into an agreement with the Internal
Revenue Service closing conclusively the total tax liability for the
taxable year.  The provisions for taxes on the books of the Borrower and
each Subsidiary are adequate for all open years, and for its current
fiscal period.

        (i)     No Regulatory Restrictions on Borrowing.  The Borrower is
not (i) an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, (ii) a "holding company" or a
"subsidiary company" of a holding company within the meaning of the
Public Utility Holding Company Act of 1935, as amended, or (iii)
otherwise subject to any regulatory scheme applicable to it which
restricts its ability to incur debt under this Agreement.

        (j)     Full Disclosure.  All written information heretofore
furnished by the Borrower to the Agent or any Lender for purposes of or
in connection with this Agreement or any transaction contemplated hereby
does not, and all such written information hereafter furnished by the
Borrower to the Agent or any Lender will not, contain any untrue
statement of a material fact or in the aggregate omit a material fact
necessary to make the statements therein not misleading on the date as
of which such information is stated or certified.  There is no fact
peculiar to the Borrower or its Subsidiaries which the Borrower has not
disclosed to the Lenders in writing which has had or, so far as the
Borrower can now reasonably foresee, will have a Material Adverse
Effect.


                              ARTICLE V

                       COVENANTS OF THE BORROWER

                SECTION 5.01.  Affirmative Covenants.  So long as any Advance
shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower will:

        (a)     Compliance with Laws, Etc.  Comply, and cause each
Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, Environmental Laws and ERISA
and the rules and regulations thereunder) except (A) where the necessity
of compliance therewith is contested in good faith by appropriate
proceedings or (B) where the violation of which, individually or in the
aggregate, would not reasonably be expected to (x) result in a Material
Adverse Effect or (y) if such violation is not remedied, result in any
Lien not permitted under Section 5.02(a).

        (b)     Payment of Obligations.  Pay and discharge, and cause each
Subsidiary to pay and discharge, at or before maturity, all their
respective material obligations and liabilities, including, without
limitation, tax liabilities, except where the same may be contested in
good faith by appropriate proceedings, and maintain, and cause each
Subsidiary to maintain, in accordance with GAAP, appropriate reserves
for the accrual of any of the same.

        (c)     Maintenance of Property; Insurance.  (i)  Keep, and cause
each Subsidiary to keep, all property useful and necessary in its
business in good working order and condition, ordinary wear and tear
excepted; provided that nothing in this Section 5.01(c)(i) shall prevent
the abandonment of any property if such abandonment does not result in
any Default hereunder and the Borrower determines, in the exercise of
its reasonable business judgment, that such abandonment is in the
interest of the Borrower.

        (ii)     Maintain, and cause each Subsidiary to maintain, insurance
coverage by financially sound and reputable insurers and in such forms
and amounts and against such risks as are customary for corporations of
established reputation engaged in the same or a similar business and
owning and operating similar properties in similar locations.

        (d)     Preservation of Corporate Existence, Etc.  Preserve, renew
and keep in full force and effect, and cause each Subsidiary to
preserve, renew and keep in full force and effect, their respective
corporate existence and their respective rights, privileges and
franchises, except to the extent that failures to maintain their
respective rights, privileges and franchises could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect;
provided that nothing in this Section 5.01(d) shall prohibit (A) the
merger of a Subsidiary into the Borrower or the merger or consolidation
of a Subsidiary with or into another Person if the corporation surviving
such consolidation or merger is a Subsidiary and if, in each case, after
giving effect thereto, no Default shall have occurred and be continuing
or (B) the termination on of the corporate existence of any Subsidiary
if such termination does not result in any Default hereunder and the
Borrower determines, in the exercise of its reasonable business
judgment, that such termination is in the interest of the Borrower.

        (e)     Visitation Rights. Permit any Lender (i) to visit and
inspect during normal business hours (at the expense of such Lender
unless an Event of Default has occurred and is continuing), under the
Borrower's guidance and, so long as no Default shall have occurred and
be continuing, upon not less than three Business Days' prior notice, any
of the properties of the Borrower or any Subsidiary, (ii) to examine (to
the extent material to ascertaining compliance with the terms and
provisions hereof or to the extent reasonably related to the financial
condition or material operations of the Borrower or a Subsidiary) all of
their books of account, records, reports and other papers, and to make
copies and extracts therefrom (other than attorney-client privileged and
attorney work-product documents) and (iii) to the extent material to
ascertaining compliance with the terms and provisions hereof or to the
extent reasonably related to the financial condition or material
operations of the Borrower or a Subsidiary, to discuss their respective
affairs, finances and accounts with their respective officers, employees
(who are managers or officers), and independent public accountants and
by this provision the Borrower authorizes said accountants to discuss
with such Lenders the finances and affairs of the Borrower and its
Subsidiaries; provided that such Lender shall have given prior written
notice to the Borrower of its intention to discuss such finances and
affairs with such accountants and have given the Borrower the
opportunity to participate in such discussions, all at such reasonable
times and as often as may be reasonably requested.  Notwithstanding the
above, the Borrower may, if and to the extent required by applicable
law, deny such access or information to any Lender.

                Notwithstanding anything to the contrary in the foregoing
provisions of this Section 5.01(e), neither the Agent nor any Lender
shall have access to, nor may they request copies of, any information
constituting trade secrets relating to technology unless the Agent or
such Lender shall have executed and delivered to the Borrower a
confidentiality agreement satisfactory to the Borrower.

        (f)     Keeping of Books.  Keep, and cause each of its Subsidiaries
to keep, proper books of record and account, in which full, true and
correct entries shall be made of all dealings and transactions in
relation to its business and activities in accordance with generally
accepted accounting principles in effect from time to time.

        (g)     Reporting Requirements.  Deliver to each of the Lenders
(except as stated in clause (ix) below) or make available
electronically:

                        (i)     as soon as available and in any event within 45 days
after the end of each quarterly fiscal period (except the last) of
each fiscal year, copies of:

                                (A)     a consolidated balance sheet of the Borrower and
its Subsidiaries as of the close of such quarterly fiscal
period, setting forth in comparative form the consolidated
figures as of the close of the fiscal year then most
recently ended,

                                (B)     consolidated statements of operations of the
Borrower and its Subsidiaries for such quarterly fiscal
period and for the portion of the fiscal year ending with
such quarterly fiscal period, in each case setting forth in
comparative form the consolidated figures for the
corresponding period and portion of the preceding fiscal
year and

                                (C)     a consolidated statement of cash flows of the
Borrower and its Subsidiaries for the portion of the fiscal
year ending with such quarterly fiscal period, setting forth
in comparative form the consolidated figures for the
corresponding period of the preceding fiscal year,

                it being agreed that (1) delivery of such financial statements
shall be deemed to be a representation by the Borrower that such
financial statements fairly present, in conformity with GAAP, the
consolidated financial position of the Borrower and its
Subsidiaries as of the close of such quarterly fiscal period and
their consolidated results of operations and cash flows for the
portion of the fiscal year ending at the end of such quarterly
fiscal period (subject to normal year-end adjustments) and (2) the
Borrower may satisfy the requirements of this Section 5.01(a)(i)
by filing its Quarterly Report on Form 10-Q with the SEC; provided
that such Form 10-Q satisfies the foregoing requirements of this
paragraph (i);

                        (ii)    as soon as available and in any event within 90 days
after the close of each fiscal year of the Borrower, copies of:

                                (A)     a consolidated balance sheet of the Borrower and
its Subsidiaries as of the close of such fiscal year, and

                                (B)     consolidated statements of operations and cash
flows of the Borrower and its Subsidiaries for such fiscal
year,

                in each case setting forth in comparative form the consolidated
figures for the two preceding fiscal years, all in reasonable
detail and accompanied by a report thereon of a firm of
independent public accountants of recognized national standing
selected by the Borrower to the effect that the consolidated
financial statements present fairly, in all material respects, the
consolidated financial position of the Borrower and its
Subsidiaries as of the end of the fiscal year being reported on
and their consolidated results of operations and cash flows for
said year in conformity with GAAP and that the examination of such
accountants in connection with such financial statements has been
conducted in accordance with generally accepted auditing
standards, it being agreed that the Borrower may satisfy the
requirements of this Section 5.01(a)(ii) by filing its Annual
Report on Form 10-K with the SEC; provided that such Form 10-K
(including the exhibits filed therewith) satisfies the
requirements of this paragraph (ii);

                        (iii)   promptly upon receipt thereof, one copy of each
interim or special audit made by independent accountants of the
books of the Borrower or any Subsidiary and any management letter
received from such accountants, in all cases, material to the
financial condition or operations of the Borrower or of the
Borrower and its Subsidiaries taken as a whole;

                        (iv)    promptly upon their becoming available, one copy of
each financial statement, report, notice or proxy statement sent
by the Borrower to stockholders generally and of each regular or
periodic report, and any registration statement or prospectus
(other than those on Form S-8) filed by the Borrower or any
Subsidiary with any securities exchange or the SEC or any
successor agency; provided that the filing of such document with
the SEC shall satisfy such requirement, and copies of any orders
in any proceedings to which the Borrower or any of its
Subsidiaries is a party, issued by any governmental agency,
Federal or state, having jurisdiction over the Borrower or any of
its Subsidiaries, which orders are material to the financial
condition or operations of the Borrower or the Borrower and its
Subsidiaries taken as a whole;

                        (v)     promptly upon the occurrence thereof, written notice
of (A) a Reportable Event with respect to any Plan; (B) the
institution of any steps by the Borrower, any ERISA Affiliate, the
PBGC or any other person to terminate any Plan if such termination
were to result in a liability of the Borrower or any Subsidiary to
the PBGC in an amount which could materially and adversely affect
the condition, financial or otherwise, of the Borrower or of the
Borrower and its Subsidiaries taken as a whole; (C) the
institution of any steps by the Borrower or any ERISA Affiliate to
withdraw from any Plan or any Multiemployer Plan if such
withdrawal would result in a liability of the Borrower or any
Subsidiary in an amount which could materially and adversely
affect the condition, financial or otherwise, of the Borrower or
of the Borrower and its Subsidiaries taken as a whole; (D) a
"prohibited transaction" within the meaning of Section 406 of
ERISA (which has not been exempted under or pursuant to Section
408 of ERISA) in connection with any Plan if such "prohibited
transaction" would result in a liability of the Borrower or any
Subsidiary in an amount which could materially and adversely
affect the condition, financial or otherwise, of the Borrower or
of the Borrower and its Subsidiaries taken as a whole; (E) any
increase in the contingent liability of the Borrower or any
Subsidiary with respect to any post-retirement welfare liability
in an amount that could have a Material Adverse Effect; or (F) the
taking of any action by, or the threat in writing of the taking of
any action by, the Internal Revenue Service, the Department of
Labor or the PBGC with respect to any of the foregoing;

                        (vi)    within the periods provided in paragraphs (i) and (ii)
above, a certificate of an authorized financial officer of the
Borrower stating that such officer has reviewed the provisions of
this Agreement and (A) setting forth the information and
computations (in sufficient detail) required in order to establish
whether the Borrower was in compliance with the requirements of
Sections 5.02(a), 5.02(e) and 5.03 at the end of the period
covered by the financial statements then being furnished and (B)
stating whether there existed as of the date of such financial
statements and whether, to the best of such officer's knowledge,
there exists on the date of the certificate or existed at any time
during the period covered by such financial statements any Default
and, if any such condition or event exists on the date of the
certificate, specifying the nature and period of existence thereof
and the action the Borrower is taking and proposes to take with
respect thereto;

                        (vii)   within the period provided in paragraph (ii) above, a
certificate of the accountants who render an opinion with respect
to such financial statements, stating (A) that they have reviewed
this Agreement, and (B) whether, in making their audit, such
accountants have become aware of any Default under Section 6.01
insofar as any such terms or provisions pertain to or involve
accounting matters or determinations, and if any such condition or
event then exists specifying the nature and period of existence
thereof;

                        (viii)  within five days after any officer of the
Borrower obtains knowledge of any Default, if such Default is then
continuing, a certificate of the chief financial officer or the
chief accounting officer of the Borrower setting forth the details
thereof and the action which the Borrower is taking and proposes
to take with respect thereto;

                        (ix)     promptly upon any change in the Public Debt Rating, a
notice reporting such change and stating the date on which such
change was publicly announced by the relevant rating agency, such
notice to be delivered by the Borrower to the Agent (which shall
promptly advise the Lenders thereof if the Applicable Margin, the
Applicable Percentage or the Applicable Utilization Fee is
affected by such change in the Public Debt Rating); and

                        (x)     from time to time such additional information
regarding the financial position or business of the Borrower and
its Subsidiaries as the Agent, at the request of any Lender, may
reasonably request.

                SECTION 5.02.  Negative Covenants.  So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will not:

        (a)     Liens, Etc.  Create, incur or suffer to exist, or permit any
of its Subsidiaries to create, incur or suffer to exist, any Lien on or
with respect to any of its properties, whether now owned or hereafter
acquired, or upon any income or profits therefrom, or acquire or agree
to acquire, or permit any Subsidiary to acquire, any property or assets
upon conditional sales agreements or other title retention devices,
except:

                        (i)      Liens for property taxes and assessments or
governmental charges or levies and Liens securing claims or
demands of mechanics and materialmen, provided that payment
thereof is not at the time required by Section 5.01(a) or (b);

                        (ii)    any Lien of or resulting from any judgment or award;
provided that either (A) the amount secured thereby does not
exceed $50,000,000 or (B) if the amount secured thereby does
exceed $50,000,000, the time for the appeal or petition for
rehearing of such judgment or award shall not have expired, or the
Borrower or a Subsidiary shall in good faith be prosecuting an
appeal or proceeding for a review thereof, and execution of such
judgment or award shall be stayed pending such appeal or
proceeding for review;

                        (iii)   Liens incidental to the conduct of business conducted
by the Borrower and its Subsidiaries in the ordinary course of
business or the ownership of properties and assets owned by the
Borrower and its Subsidiaries (including Liens in connection with
worker's compensation, unemployment insurance and other like laws,
warehousemen's and attorneys' liens and statutory landlords'
liens) and Liens to secure the performance of bids, tenders or
trade contracts, or to secure statutory obligations, surety or
appeal bonds or other Liens of like general nature incurred in the
ordinary course of business of the Borrower and its Subsidiaries
and not in connection with the borrowing of money, provided in
each case, the obligation secured is not overdue or, if overdue,
is being contested in good faith by appropriate actions or
proceedings;

                        (iv)     survey exceptions or encumbrances, encroachments,
easements or reservations, or rights of others for rights-of-way,
utilities and other similar purposes, zoning restrictions,
declarations of covenants, conditions and restrictions, other
title exceptions or other restrictions as to the use of real
properties, which are necessary or appropriate in the good faith
judgment of the Borrower for the conduct of the business of the
Borrower and its Subsidiaries and which, individually or in the
aggregate, do not in any event materially impair their use in the
operation of the business of the Borrower or of the Borrower and
its Subsidiaries taken as a whole;

                        (v)     Liens securing Indebtedness of a Subsidiary to the
Borrower or to another Subsidiary;

                        (vi)    Liens existing as of the Effective Date and reflected
in Schedule 5.02(a) hereto, including any renewals, extensions or
replacements of any such Lien, provided that:

                                (A)     no additional property is encumbered in
connection with any such renewal, extension or replacement
of any such Lien; and

                                (B)     there is no increase in the aggregate principal
amount of Debt secured by any such Lien from that which was
outstanding or permitted to be outstanding with respect to
such Lien as of the Effective Date or the date of such
renewal, extension or replacement, whichever is greater;

                        (vii)    Liens incurred after the Effective Date given to
secure the payment of the purchase price and/or other direct costs
incurred in connection with the acquisition, construction,
improvement or rehabilitation of assets including Liens incurred
by the Borrower or any Subsidiary securing Debt incurred in
connection with industrial development bond and pollution control
financings, including Liens existing on such assets at the time of
acquisition thereof or at the time of acquisition by the Borrower
or a Subsidiary of any business entity (including a Subsidiary)
then owning such assets, whether or not such existing Liens were
given to secure the payment of the purchase price of the assets to
which they attach, provided that (A) except in the case of Liens
existing on assets at the time of acquisition of a Subsidiary then
owning such assets, the Lien shall be created within twelve (12)
months of the later of the acquisition of, or the completion of
the construction or improvement in respect of, such assets and
shall attach solely to the assets acquired, purchased, or
financed, (B) except in the case of Liens existing on assets at
the time of acquisition of a Subsidiary then owning such assets or
Liens in connection with industrial development bond or pollution
control financings, at the time of the incurrence of such Lien,
the aggregate amount remaining unpaid on all Debt secured by Liens
on such assets whether or not assumed by the Borrower or a
Subsidiary shall not exceed an amount equal to 75% of the lesser
of the total purchase price or fair market value, at the time such
Debt is incurred, of such assets (as determined in good faith by
the Board of Directors of the Borrower), and (C) all such Debt
shall have been incurred within the applicable limitation provided
in Section 5.02(e);

                        (viii)  Liens arising from the sale or transfer of
accounts receivable and notes receivable of AMJ, provided that (A)
AMJ shall receive adequate consideration therefor and (B) all
Debt, if any, secured by such Liens is incurred within the
applicable limitation of Section 5.02(e);

                        (ix)    Liens on notes or accounts receivable sold or
transferred in a transaction which is accounted for as a true sale
under GAAP;

                        (x)     Liens securing Debt, to the extent that such Liens are
not otherwise permitted by this Section 5.02(a), provided that (A)
immediately after giving effect to the incurrence of any such
Lien, the sum of the aggregate principal amount of all outstanding
Debt secured by Liens permitted solely by reason of this Sections
5.02(a)(x) shall not exceed 15% of Consolidated Net Tangible
Assets, and (B) the incurrence of such Debt is permitted by
Section 5.02(e); and

                        (xi)     Liens incurred in connection with any renewals,
extensions or refundings of any Debt secured by Liens described in
Sections 5.02(a)(vii), (viii), (ix) or (x), provided that there is
no increase in the aggregate principal amount of Debt secured
thereby and no additional property is encumbered.

In the event that any property of the Borrower or its Subsidiaries is
subjected to a lien in violation of this Section 5.02(a), but no other
provision of this Agreement including, without limitation, Section
5.02(e) (the Indebtedness secured by such lien being referred to as
"Prohibited Secured Indebtedness"), such violation shall not constitute
an Event of Default hereunder if the Borrower, substantially
simultaneously with the incurrence of such lien, makes or causes to be
made a provision whereby the Notes will be secured equally and ratably
with all Prohibited Secured Indebtedness and delivers to the Lenders an
opinion to that effect, and, in any case, the Notes shall have the
benefit, to the full extent that, and with such priority as, the Lenders
may be entitled to under applicable law, of an equitable lien to secure
the Notes on such property of the Borrower or its Subsidiaries that
secures Prohibited Secured Indebtedness.  The opinion referred to in the
preceding sentence shall be addressed to each of the Lenders, shall
contain such qualifications and limitations as are reasonably acceptable
to the Lenders and shall be delivered by counsel of nationally
recognized standing selected by the Borrower and satisfactory to the
Required Lenders.  Such counsel shall be deemed to be satisfactory to
the Required Lenders unless, during the 15 day period after the Lenders
have received written notice identifying such counsel, Lenders having
more than 40% of the aggregate amount of the Commitments or, if the
Commitments shall have been terminated, more than 40% of the aggregate
unpaid principal amount of the Advances, shall have objected to such
selection in writing to the Borrower.

        Notwithstanding any of the foregoing provisions of this Section
5.02(a) including, without limitation, the terms and provisions of the
preceding paragraph of this Section 5.02(a), the Borrower shall not, and
shall not permit any Subsidiary to, create or incur, or suffer to be
incurred or to exist, any Lien (other than Liens described in Section
5.02(a)(i) through (iv), inclusive) upon any land, property or buildings
(or any interest therein) described as Special Unencumbered Property in
Schedule 5.02(a)(xii) hereto.

        (b)     Consolidations, Mergers and Sales of Assets.  Consolidate or
merge with or into any other Person or sell, lease or otherwise
transfer, directly or indirectly, all or substantially all of its assets
to any other Person; provided that the Borrower may merge with another
Person if immediately after giving effect to such merger (x) no Default
shall exist and (y) the Borrower is the surviving entity.

        (c)     Accounting Changes.  Make or permit, or permit any of its
Subsidiaries to make or permit, any change in accounting policies or
reporting practices, except as required or permitted by GAAP.

        (d)     Change in Nature of Business.  Engage, or permit any of its
Subsidiaries to engage, in any business if, as a result, the primary
business, taken on a consolidated basis, which would then be engaged in
by the Borrower and its Subsidiaries would be substantially changed from
the business of the manufacture of capital equipment for the electronics
industry.

        (e)     Debt.  Consolidated Debt shall at all times be less than 50%
of Consolidated Net Tangible Assets; provided that, at any time when the
equity investments (valued at their then current book value) of the
Borrower and its Subsidiaries in Equity Affiliates would otherwise
exceed 5% of Consolidated Net Tangible Assets, Consolidated Net Tangible
Assets shall be adjusted for purposes of this Section by deducting such
equity investments (valued at their then current book value).

        (f)     Use of Proceeds.  Use proceeds of the Advances made under
this Agreement, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of buying or carrying Margin Stock
unless, at all times when any such proceeds are used to buy or carry
Margin Stock, not more than 25% of the value (as determined by any
reasonable method) of the assets (either of the Borrower only or of the
Borrower and its Subsidiaries on a consolidated basis) which are subject
to any restriction in Sections 5.02(a) or 5.02(b) consists of Margin
Stock.

        (g)     Transactions with Affiliates.  Enter into or be a party to,
or permit any Subsidiary to enter into or be a party to, any transaction
or arrangement with any Affiliate (including, without limitation, the
purchase from, sale to or exchange of property with, or the rendering of
any service by or for, any Affiliate), except in the ordinary course of
and pursuant to the reasonable requirements of the Borrower's or such
Subsidiary's (as the case may be) business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than would be
obtained in a comparable arm's-length transaction with a Person other
than an Affiliate.

                SECTION 5.03.  Financial Covenants.  So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will maintain Consolidated Tangible Net Worth at an amount not less than the
amount determined by adding the following:

        (a)     $1,973,000,000 plus

        (b)     50% of Consolidated Net Income for the period from October
27, 1997 to and including the date of any calculation hereunder.


                             ARTICLE VI

                          EVENTS OF DEFAULT

                SECTION 6.01.  Events of Default.  If any of the following events
("Events of Default") shall occur and be continuing:

        (a)     the Borrower shall fail to pay any principal of any Advance
when due or shall fail to pay any interest, fee, or other amount payable
hereunder within five days after it becomes due;

        (b)     any representation, warranty, certification or statement
made by the Borrower in this Agreement or in any certificate, financial
statement or other document delivered pursuant to this Agreement shall
prove to have been incorrect in any material respect when made (or
deemed made);

        (c)     the Borrower shall fail to perform or observe any other
term, covenant or agreement contained in this Agreement on its part to
be performed or observed (other than clause (a) above) if such failure
shall remain unremedied for 30 days after written notice thereof shall
have been given to the Borrower by the Agent or any Lender;

        (d)     the Borrower or any Subsidiary shall fail to make any
payment in respect of any Material Financial Obligations when due or
within any applicable grace period;

        (e)     any event or condition shall occur which results in the
acceleration of the maturity of any Material Debt or enables (or, with
the giving of notice or lapse of time or both, would enable) the holder
of such Debt or any Person acting on such holder's behalf to accelerate
the maturity thereof;

        (f)      the Borrower or any Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking
the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding
commenced against it, or shall make a general assignment for the benefit
of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action to authorize any of the
foregoing; provided that no event otherwise constituting an Event of
Default under this clause (f) shall be an Event of Default if the total
assets of all entities with respect to which an event has occurred which
would otherwise have constituted an Event of Default under this clause
(f) or clause (g) do not exceed $50,000,000 in the aggregate;

        (g)     an involuntary case or other proceeding shall be commenced
against the Borrower or any Subsidiary seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property,
and such involuntary case or other proceeding shall remain undismissed
and unstayed for a period of 60 days; or an order for relief shall be
entered against the Borrower or any Subsidiary under the federal
bankruptcy laws as now or hereafter in effect; provided that no event
otherwise constituting an Event of Default under this clause (g) shall
be an Event of Default if the total assets of all entities with respect
to which an event has occurred which would otherwise have constituted an
Event of Default under clause (f) or this clause (g) do not exceed
$50,000,000 in the aggregate;

        (h)     any ERISA Affiliate shall fail to pay when due (or in the
case of an ERISA Affiliate acquired by the Borrower or a Subsidiary
after the due date thereof, within 30 days after such ERISA Affiliate is
so acquired) an amount or amounts aggregating in excess of $50,000,000
which it shall have become liable to pay under Title IV of ERISA; or
notice of intent to terminate a Material Plan shall be filed under Title
IV of ERISA by any ERISA Affiliate, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings
under Title IV of ERISA to terminate, to impose liability (other than
for premiums under Section 4007 of ERISA) in respect of, or to cause a
trustee to be appointed to administer any Material Plan; or there shall
occur a complete or partial withdrawal from, or a default, within the
meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more ERISA Affiliates to
incur a current payment obligation in excess of $50,000,000;

        (i)     final judgments or orders for the payment of money in excess
of $50,000,000 in the aggregate (excluding amounts with respect to which
a financially sound and reputable insurer has admitted liability) shall
be rendered against the Borrower or any Subsidiary and such judgments or
orders shall continue unsatisfied and unstayed for a period of 30
consecutive days; or

        (j)     either (i) any person or group of persons (within the
meaning of Section 13 or 14 of the Exchange Act) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated by
the SEC under said Act) of 30% or more of the outstanding shares of
Voting Stock of the Borrower; or (ii) during any period of 12
consecutive calendar months, commencing before or after the date of this
Agreement, individuals who were directors of the Borrower on the first
day of such period (the "Initial Directors") shall cease for any reason
to constitute a majority of the board of directors of the Borrower
unless the Persons replacing such individuals were nominated or elected
by a majority of the directors (x) who were Initial Directors at the
time of such nomination or election and/or (y) who were nominated or
elected by a majority of directors who were Initial Directors at the
time of such nomination or election;

then, and in any such event, the Agent (i) shall at the request, or may with
the consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances to be terminated, whereupon the
same shall forthwith terminate, and (ii) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Advances, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of
which are hereby expressly waived by the Borrower; provided, however, that in
the case of any of the Events of Default specified in clause (f) or (g) above
with respect to the Borrower, without any notice to the Borrower or any other
act by the Agent or the Lenders, the Commitments shall thereupon terminate and
the Notes (together with accrued interest thereon) shall immediately become
and be due and payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by the Borrower.


                                ARTICLE VII

                                 THE AGENT

                SECTION 7.01.  Authorization and Action.  Each Lender hereby
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under this Agreement as are
delegated to the Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto.  As to any matters not
expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the Notes), the Agent shall not be required to
exercise any discretion or take any action, but shall be required to act or to
refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Agent shall not be required to take any action
that exposes the Agent to personal liability or that is contrary to this
Agreement or applicable law.  The Agent agrees to give to each Lender prompt
notice of each notice given to it by the Borrower pursuant to the terms of
this Agreement.

                SECTION 7.02.  Agent's Reliance, Etc.  Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence or willful misconduct.
Without limitation of the generality of the foregoing, the Agent:  (i) may
treat the Lender that made any Advance as the holder of the Debt resulting
therefrom until the Agent receives and accepts an Assumption Agreement entered
into by an Assuming Lender as provided in Section 2.18 or 2.19, as the case
may be, or an Assignment and Acceptance entered into by such Lender, as
assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07;
(ii) may consult with legal counsel (including counsel for the Borrower),
independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in
accordance with  the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement; (iv) shall not
have any duty to ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions of this Agreement on the part of
the Borrower or to inspect the property (including the books and records) of
the Borrower; (v) shall not be responsible to any Lender for the due
execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other instrument
or writing (which may be by telecopier, telegram or telex) believed by it to
be genuine and signed or sent by the proper party or parties.

                SECTION 7.03.  Citicorp and Affiliates.  With respect to its
Commitment, the Advances made by it and the Note issued to it, Citicorp shall
have the same rights and powers under this Agreement as any other Lender and
may exercise the same as though it were not the Agent; and the term "Lender"
or "Lenders" shall, unless otherwise expressly indicated, include Citicorp in
its individual capacity. Citicorp and its Affiliates may accept deposits from,
lend money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or
own securities of the Borrower or any such Subsidiary, all as if Citicorp were
not the Agent and without any duty to account therefor to the Lenders.

                SECTION 7.04.  Lender Credit Decision.  Each Lender acknowledges
that it has, independently and without reliance upon the Agent or any other
Lender and based on the financial statements referred to in Section 4.01 and
such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Lender
also acknowledges that it will, independently and without reliance upon the
Agent 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.

                SECTION 7.05.  Indemnification.  The Lenders agree to indemnify
the Agent (to the extent not reimbursed by the Borrower), ratably according to
the respective principal amounts of the Revolving Credit Advances then owed to
each of them (or if no Revolving Credit Advances are at the time outstanding,
ratably according to the respective amounts of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against the
Agent in any way relating to or arising out of this Agreement or any action
taken or omitted by the Agent under this Agreement (collectively, the
"Indemnified Costs"), provided that no Lender shall be liable for any portion
of the Indemnified Costs resulting from the Agent's gross negligence or
willful misconduct.  Without limitation of the foregoing, each Lender agrees
to reimburse the Agent promptly upon demand for its ratable share of any out-
of-pocket expenses (including reasonable counsel fees) incurred by the Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Agent is not
reimbursed for such expenses by the Borrower.  In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs,
this Section 7.05 applies whether any such investigation, litigation or
proceeding is brought by the Agent, any Lender or a third party.

                SECTION 7.06.  Successor Agent.  The Agent may resign at any time
by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time with or without cause by the Required Lenders.  Upon any
such resignation or removal, the Required Lenders shall have the right to
appoint a successor Agent with the consent, so long as no Default has occurred
and is continuing, of the Borrower (which consent shall not be unreasonably
withheld or delayed).  If no successor Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Agent's giving of notice of resignation or the Required
Lenders' removal of the retiring Agent, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $50,000,000.
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, discretion, privileges and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement.  After any retiring Agent's resignation or
removal hereunder as Agent, the provisions of this Article VII shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement.

                SECTION 7.07.  Other Agents.  Each Lender hereby acknowledges that
neither the documentation agent nor any other Lender designated as any "Agent"
on the signature pages hereof has any liability hereunder other than in its
capacity as a Lender.


                              ARTICLE VIII

                             MISCELLANEOUS

                SECTION 8.01.  Amendments, Etc.  No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Borrower and the Required
Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and
signed by all the Lenders, do any of the following:  (a) waive any of the
conditions specified in Section 3.01, (b) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (d) postpone any date fixed for any payment
of principal of, or interest on, the Revolving Credit Advances or any fees or
other amounts payable hereunder, (e) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Revolving Credit Advances,
or the number of Lenders, that shall be required for the Lenders or any of
them to take any action hereunder or (f) amend this Section 8.01; and provided
further that no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Lenders required above to take such
action, affect the rights or duties of the Agent under this Agreement or any
Note.

                SECTION 8.02.  Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic
or telex communication) and mailed, telecopied, telegraphed, telexed or
delivered, if to the Borrower, at its address at 3050 Bowers Avenue, Santa
Clara, California  95054, Attention:  Diane Gale/Randy Webb; if to any Initial
Lender, at its Domestic Lending Office specified opposite its name on Schedule
I hereto; if to any other Lender, at its Domestic Lending Office specified in
the Assumption Agreement or the Assignment and Acceptance pursuant to which it
became a Lender; and if to the Agent, at its address at Two Penns Way, New
Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as
to the Borrower or the Agent, at such other address as shall be designated by
such party in a written notice to the other parties and, as to each other
party, at such other address as shall be designated by such party in a written
notice to the Borrower and the Agent.  All such notices and communications
shall, when mailed, telecopied, telegraphed or telexed, be effective when
deposited in the mails, telecopied, delivered to the  telegraph company or
confirmed by telex answerback, respectively, except that notices and
communications to the Agent pursuant to Article II, III or VII shall not be
effective until received by the Agent.  Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or
the Notes or of any Exhibit hereto to be executed and delivered hereunder
shall be effective as delivery of a manually executed counterpart thereof.

                SECTION 8.03.  No Waiver; Remedies.  No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                SECTION 8.04.  Costs and Expenses.  (a)  The Borrower shall pay
(i) all out-of pocket expenses of the Agent, including reasonable fees and
disbursements of special counsel for the Agent, in connection with the
preparation of this Agreement (subject to any limits agreed upon in writing by
the Borrower and the Agent), any waiver or consent hereunder or any amendment
hereof or any Default or alleged Default hereunder and (ii) if an Event of
Default occurs, all out-of pocket expenses incurred by the Agent and each
Lender, including (without duplication) the reasonable fees and disbursements
of outside counsel and the allocated cost of inside counsel, in connection
with such Event of Default and collection, bankruptcy, insolvency and other
enforcement proceedings resulting therefrom.

                (b)     The Borrower agrees to indemnify and hold harmless the Agent
and each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or by reason of (including, without
limitation, in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith) (i) the Notes, this
Agreement, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Advances or (ii) the actual or alleged
presence of Hazardous Substances on any property of the Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to the Borrower
or any of its Subsidiaries, except to the extent such claim, damage, loss,
liability or expense resulted from such Indemnified Party's gross negligence
or willful misconduct.  In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 8.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors, shareholders or
creditors or an Indemnified Party or any other Person or any Indemnified Party
is otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated.  The Borrower also agrees not to assert any claim for
special, indirect, consequential or punitive damages against the Agent, any
Lender, any of their Affiliates, or any of their respective directors,
officers, employees, attorneys and agents, on any theory of liability, arising
out of or otherwise relating to the Notes, this Agreement, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Advances.

                (c)     If any payment of principal with respect to any Eurodollar
Rate Advance, LIBO Rate Advance or Adjusted CD Rate Advance, or any such
Advance is Converted to a different Type of Advance (pursuant to Section
2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the Advances
pursuant to Section 6.01 or for any other reason) other than on the last day
of the Interest Period for such Advance, or if the Borrower fails to borrow,
prepay, Convert or continue any such Advance after notice has been given to
any Lender in accordance with Section 2.02(a), 2.03(a), 2.06, 2.09 or 2.10,
the Borrower shall reimburse each Lender for any resulting loss or expense
(with interest if appropriate) incurred by it or by an existing or prospective
assignee or participant in the related Advance, including (without limitation)
any loss incurred in obtaining, liquidation or employing deposits from third
parties, but excluding loss of margin for the period after any such payment or
failure to borrow, prepay, Convert or continue; provided that such Lender
shall have delivered to the Borrower a certificate as to the amount of such
loss or expense, which certificate shall show in reasonable detail the basis
for calculating such amount and shall be conclusive in the absence of manifest
error.

                (d)     Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower
contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of
principal, interest and all other amounts payable hereunder and under the
Notes.

                SECTION 8.05.  Right of Set-off.  Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes due and payable pursuant to the provisions of
Section 6.01, each Lender and each of its Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time
owing by such Lender or such Affiliate to or for the credit or the account of
the Borrower against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement and the Note held by such Lender,
without limitation of clauses (i) and (ii) above, whether or not such Lender
shall have made any demand under this Agreement or such Note and although such
obligations may be unmatured.  Each Lender agrees promptly to notify the
Borrower after any such set-off and application, provided that the failure to
give such notice shall not affect the validity of such set-off and
application.  The rights of each Lender and its Affiliates under this Section
are in addition to other rights and remedies (including, without limitation,
other rights of set-off) that such Lender and its Affiliates may have.

                SECTION 8.06.  Binding Effect.  This Agreement shall become
effective (other than Sections 2.01 and 2.03, which shall only become
effective upon satisfaction of the conditions precedent set forth in Section
3.01) when it shall have been executed by the Borrower and the Agent and when
the Agent shall have been notified by each Initial Lender that such Initial
Lender has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Agent and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lenders.

                SECTION 8.07.  Assignments and Participations.  (a)  Each Lender
may with the consent of the Agent and the Borrower and, if demanded by the
Borrower (following a demand by such Lender pursuant to Section 2.11 or 2.14
and so long as no Default has occurred and is continuing) upon at least five
Business Days' notice to such Lender and the Agent, will assign to one or more
Persons all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment, the
Revolving Credit Advances owing to it and the Revolving Credit Note or Notes
held by it); provided, however, that (i) each such assignment shall be of a
constant, and not a varying, percentage of all rights and obligations under
this Agreement (other than any right to make Competitive Bid Advances,
Competitive Bid Advances owing to it and Competitive Bid Notes), (ii) except
in the case of an assignment to a Person that, immediately prior to such
assignment, was a Lender or an assignment of all of a Lender's rights and
obligations under this Agreement, the amount of the Commitment of the
assigning Lender being assigned pursuant to each such assignment (determined
as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $10,000,000 or an integral multiple
of $1,000,000 in excess thereof, (iii) each such assignment shall be to an
Eligible Assignee, (iv) each such assignment made as a result of a demand by
the Borrower pursuant to this Section 8.07(a) shall be arranged by the
Borrower after consultation with the Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment
as a result of a demand by the Borrower pursuant to this Section 8.07(a)
unless and until such Lender shall have received one or more payments from
either the Borrower or one or more Eligible Assignees in an aggregate amount
at least equal to the aggregate outstanding principal amount of the Advances
owing to such Lender, together with accrued interest thereon to the date of
payment of such principal amount and all other amounts payable to such Lender
under this Agreement, and (vi) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Revolving Credit
Note subject to such assignment and a processing and recordation fee of
$3,500.  Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto).

                (b)     By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows:  (i) other than
as provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under this Agreement or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee
will, independently and without reliance upon the Agent, such assigning Lender
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; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such
powers and discretion under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

                (c)     Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Revolving Credit Note or Notes subject to such
assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein
in the Register and (iii) give prompt notice thereof to the Borrower.

                (d)     The Agent shall maintain at its address referred to in
Section 8.02 a copy of each Assumption Agreement and each Assignment and
Acceptance delivered to and accepted by it and a register for the recordation
of the names and addresses of the Lenders and the Commitment of, and principal
amount of the Advances owing to, each Lender from time to time (the
"Register").  The entries in the Register shall be conclusive and binding for
all purposes, absent manifest error, and the Borrower, the Agent and the
Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement.  The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

                (e)     Each Lender may sell participations to one or more banks or
other entities (other than the Borrower or any of its Affiliates) in or to all
or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment, the Advances owing to
it and any Note or Notes held by it); provided, however, that (i) such
Lender's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the Borrower, the Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and (v) no participant under any such participation shall have any
right to approve any amendment or waiver of any provision of this Agreement or
any Note, or any consent to any departure by the Borrower therefrom, except to
the extent that such amendment, waiver or consent would reduce the principal
of, or interest on, the Notes or any fees or other amounts payable hereunder,
in each case to the extent subject to such participation, or postpone any date
fixed for any payment of principal of, or interest on, the Notes or any fees
or other amounts payable hereunder, in each case to the extent subject to such
participation.

                (f)     Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree in
writing to be bound by the terms of Section 8.08.

                (g)     Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and any Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                SECTION 8.08.  Confidentiality.  Each Lender and the Agent agrees
(on behalf of itself and each of its Affiliates, directors, employees and
representatives) to use reasonable precautions to keep confidential, in
accordance with safe and sound banking practices, any non-public information
supplied to it by the Borrower pursuant to this Agreement after such
information is identified by the Borrower as being confidential, provided that
nothing herein shall limit the disclosure of any such information (a) to the
extent required by statute, rule, regulation or judicial process, provided
that the Borrower is given prompt written notice (to the extent permitted by
law) that such disclosure is required, (b) to counsel for any of the Lenders
of the Agent, (c) to bank examiners, auditors or accountants, (d) in
connection with any litigation to which any one or more of the Lenders is a
party, provided that the Borrower has been given prompt prior written notice
(to the extent permitted by law) of such proposed disclosure or (e) to any
assignee or participant (or prospective assignee or participant) so long as
such assignee or participant (or prospective assignee or participant) agrees
in writing to be bound by the terms of this Section 8.08.

                SECTION 8.09.  Governing Law.  This Agreement and the Notes shall
be governed by, and construed in accordance with, the laws of the State of New
York.

                SECTION 8.10.  Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                SECTION 8.11.  Jurisdiction, Etc.  (a)  Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of any New York State court or federal court
of the United States of America sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or the Notes, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Borrower hereby
further irrevocably consents to the service of process in any action or
proceeding in such courts by the mailing thereof by any parties hereto by
registered or certified mail, postage prepaid, to the Borrower at its address
specified pursuant to Section 8.02. Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law, provided that this sentence shall not limit the right of any
party hereto to appeal any judgment.  Nothing in this Agreement shall affect
any right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Notes in the courts of any jurisdiction.

                (b)     Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement or the
Notes in any New York State or federal court.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in
any such court.


                SECTION 8.12.  Waiver of Jury Trial.  Each of the Borrower, the
Agent and the Lenders hereby irrevocably waives all right to trial by jury in
any action, proceeding or counterclaim (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement or the Notes or the
actions of the Agent or any Lender in the negotiation, administration,
performance or enforcement thereof.

                IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.

                                                        APPLIED MATERIALS, INC.


                                                        By  /s/ Nancy H Handel
                                                       Title: Vice President, Global
                                                              Finance and Treasurer

                                                        By  /s/ Joseph R. Bronson
                                                       Title: Senior Vice President,
                                                              Chief Financial Officer and
                                                              Chief Administrative Officer


                                                        CITICORP USA, INC.
                                                           as Agent


                                                        By  /s/ Laura A. Siracuse
                                                           Title:  Attorney-in-Fact


                                        Initial Lenders
Commitment
                                            Arranger

$50,000,000                                             CITICORP USA, INC.


                                                        By  /s/ Laura A. Siracuse
                                                           Title:  Attorney-in-Fact

                                            Co-Agent

$35,000,000                                             BANK OF AMERICA, N.A.


                                                        By  /s/ Kevin McMahon
                                                           Title:  Managing Director

                                             Lenders

$30,000,000                                             DEUTSCHE BANK AG NEW YORK AND/OR
                                                        CAYMAN ISLANDS BRANCHES


                                                        By  /s/ Susan L. Pearson
                                                           Title:  Director

                                                        By  /s/ Alexander Karow
                                                           Title:  Assistant Vice President


$30,000,000                                             MELLON BANK, N.A.


                                                        By  /s/ Lawrence Ivey
                                                           Title:  Vice President


$21,000,000                                             BANK OF NEW YORK


                                                        By  /s/ Elizabeth T. Ying
                                                           Title:  Vice President


$21,000,000                                             BANQUE NATIONALE DE PARIS


                                                        By  /s/ Gavin S. Holles
                                                           Title:  Vice President

                                                        By  /s/ Stuart Darby
                                                           Title:  Assistant Vice President


$21,000,000                                             KEY BANK NATIONAL ASSOCIATION


                                                        By  /s/ Mary K. Young
                                                           Title:  Assistant Vice President


$21,000,000                                             UNION BANK OF CALIFORNIA, N.A.


                                                        By  /s/ Glenn Leyrer
                                                           Title:  Vice President


$21,000,000                                             WELLS FARGO BANK, N.A.

                                                        By  /s/Lee Jensen
                                                           Title: Vice President

                                                        By  /s/ June P. Hanson
                                                           Title:  Assistant Vice President

$250,000,000    Total of the Commitment

                                                         SCHEDULE I
                                            APPLIED MATERIALS, INC.
                                           364-DAY CREDIT AGREEMENT
                                         APPLICABLE LENDING OFFICES



 Name of Initial     Domestic Lending      Eurodollar Lending         CD Lending
      Lender              Office                  Office                 Office
---------------------------------------------------------------------------------------
Bank of America,  1850 Gateway Blvd.     1850 Gateway Blvd.      1850 Gateway Blvd.
N.A.              Concord, CA  94520     Concord, CA  94520      Concord, CA  94520
                  Attn: Karen Lynn       Attn: Karen Lynn        Attn: Karen Lynn
                  Matthews               Matthews                Matthews
                  Tel: 925 675-7389      Tel: 925 675-7389       Tel: 925 675-7389
                  Fax: 925 675-7531      Fax: 925 675-7531       Fax: 925 675-7531

Bank of New York  One Wall Street        One Wall Street         One Wall Street
                  22nd Floor             22nd Floor              22nd Floor
                  New York, NY  10286    New York, NY  10286     New York, NY  10286
                  Attn: Sandra Morgan    Attn: Sandra Morgan     Attn: Sandra Morgan
                  or Dawn Hertling       or Dawn Hertling        or Dawn Hertling
                  Tel: 212 635-6743/6742 Tel: 212 635-6743/6742  Tel: 212 635-6743/6742
                  Fax: 212 635-6877/6399 Fax: 212 635-6877/6399  Fax: 212 635-6877/6399

Banque Nationale  180 Montgomery Street  180 Montgomery Street   180 Montgomery Street
de Paris          San Francisco, CA      San Francisco, CA       San Francisco, CA
                  94194                  94194                   94194
                  Attn: Donald A. Hart   Attn: Donald A. Hart    Attn: Donald A. Hart
                  Tel: 415 956-2511      Tel: 415 956-2511       Tel: 415 956-2511
                  Fax: 415 989-9041      Fax: 415 989-9041       Fax: 415 989-9041

Citicorp USA, Inc.Two Penns Way          Two Penns Way           Two Penns Way
                  New Castle, DE 19720   New Castle, DE 19720    New Castle, DE 19720
                  Attn: Lenny Sarcona    Attn: Lenny Sarcona     Attn: Lenny Sarcona
                  Tel: 302 894-6003      Tel: 302 894-6003       Tel: 302 894-6003
                  Fax: 302 894-6120      Fax: 302 894-6120       Fax: 302 894-6120

Deutsche Bank AG, New York Branch        Cayman Islands Branch   New York Branch
New York and/or   31 West 52nd Street    c/o New York Branch     31 West 52nd Street
Cayman Islands    New York, NY 10019     31 West 52nd Street     New York, NY 10019
Branches          Attn: Nancy Zorn       New York, NY 10019      Attn: Nancy Zorn
                  Tel: 212 469-4112      Attn: Nancy Zorn        Tel: 212 469-4112
                  Fax: 212 469-4138      Tel: 212 469-4112       Fax: 212 469-4138
                                         Fax: 212 469-4138

Key Bank National 700 5th Avenue         700 5th Avenue          700 5th Avenue
Association       46th Floor             46th Floor              46th Floor
                  Seattle, WA 98104      Seattle, WA 98104       Seattle, WA 98104
                  Attn: Mary K. Young    Attn: Mary K. Young     Attn: Mary K. Young
                  Tel: 206 684-6085      Tel: 206 684-6085       Tel: 206 684-6085
                  Fax: 206 684-6035      Fax: 206 684-6035       Fax: 206 684-6035

Mellon Bank, N.A. Three Mellon Bank      Three Mellon Bank       Three Mellon Bank
                  Center 153-2303        Center 153-2303         Center 153-2303
                  Pittsburgh, PA 15259   Pittsburgh, PA 15259    Pittsburgh, PA 15259
                  Attn: Loan             Attn: Loan              Attn: Loan
                  Administration         Administration          Administration
                  Tel: 412 234-1870      Tel: 412 234-1870       Tel: 412 234-1870
                  Fax: 412 209-6122      Fax: 412 209-6122       Fax: 412 209-6122

Union Bank of     1980 Saturn Street     1980 Saturn Street      1980 Saturn Street
California, N.A.  Monterey Park, CA      Monterey Park, CA       Monterey Park, CA
                  91755                  91755                   91755
                  Attn: Gohar Karapetyan Attn: Gohar Karapetyan  Attn: Gohar Karapetyan
                  Tel: 213 720-2676      Tel: 213 720-2676       Tel: 213 720-2676
                  Fax: 213 724-6198      Fax: 213 724-6198       Fax: 213 724-6198

Wells Fargo Bank, 420 Montgomery Street  420 Montgomery Street   420 Montgomery Street
N.A.              9th Floor              9th Floor               9th Floor
                  San Francisco, CA      San Francisco, CA       San Francisco, CA
                  94104                  94104                   94104
                  Attn: June Hanson      Attn: June Hanson       Attn: June Hanson
                  Tel: 415 396-1648      Tel: 415 396-1648       Tel: 415 396-1648
                  Fax: 415 837-0610      Fax: 415 837-0610       Fax: 415 837-0610

EXHIBIT A-1 - FORM OF REVOLVING CREDIT PROMISSORY NOTE

U.S. $_______________                                         Dated:  _________________, 200_



                FOR VALUE RECEIVED, the undersigned, APPLIED MATERIALS, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office on the later of Termination Date and the date designated
pursuant to Section 2.06 of the Credit Agreement (each as defined in the
Credit Agreement referred to below) the principal sum of U.S.$[amount of the
Lender's Commitment in figures] or, if less, the aggregate principal amount of
the Revolving Credit Advances made by the Lender to the Borrower pursuant to
the 364-Day Credit Agreement dated as of March 10, 2000 among the Borrower,
the Lender and certain other lenders parties thereto, Bank of America, N.A.,
as Co-Agent, and Citicorp USA, Inc., as Agent for the Lender and such other
lenders(as amended or modified from time to time, the "Credit Agreement"; the
terms defined therein being used herein as therein defined) outstanding on
such date.

                The Borrower promises to pay interest on the unpaid principal
amount of each  Revolving Credit Advance from the date of such Revolving
Credit Advance until such principal amount is paid in full, at such interest
rates, and payable at such times, as are specified in the Credit Agreement.

                Both principal and interest are payable in lawful money of the
United States of America to Citicorp, as Agent, at 399 Park Avenue, New York,
New York 10043, in same day funds.  Each Revolving Credit Advance owing to the
Lender by the Borrower pursuant to the Credit Agreement, and all payments made
on account of principal thereof, shall be recorded by the Lender and, prior to
any transfer hereof, endorsed on the grid attached hereto which is part of
this Promissory Note.

                This Promissory Note is one of the Revolving Credit Notes referred
to in, and is entitled to the benefits of, the Credit Agreement.  The Credit
Agreement, among other things, (i) provides for the making of Revolving Credit
Advances by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first
above mentioned, the indebtedness of the Borrower resulting from each such
Revolving Credit Advance being evidenced by this Promissory Note and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified.

                                                        APPLIED MATERIALS, INC.


                                                        By
                                                           Title:

                           ADVANCES AND PAYMENTS OF PRINCIPAL

                                     Amount of
                     Amount of     Principal Paid   Unpaid Principal     Notation
       Date           Advance         or Prepaid        Balance          Made By





        EXHIBIT A-2 - FORM OF
        COMPETITIVE BID
        PROMISSORY NOTE



U.S.$_______________                                    Dated:  _______________, 200_


                FOR VALUE RECEIVED, the undersigned, APPLIED MATERIALS, INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office (as defined in the 364-Day Credit Agreement dated as of March
10, 2000 among the Borrower, the Lender and certain other lenders parties
thereto, Bank of America, N.A., as Co-Agent, and Citicorp USA, Inc., as Agent
for the Lender and such other lenders (as amended or modified from time to
time, the "Credit Agreement"; the terms defined therein being used herein as
therein defined)), on _______________, 200_, the principal amount of
U.S.$______________.

                The Borrower promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid in
full, at the interest rate and payable on the interest payment date or dates
provided below:

Interest Rate: _____% per annum (calculated on the basis of a year of
_____ days for the actual number of days elapsed).

                Both principal and interest are payable in lawful money of
________________ to Citicorp, as agent, for the account of the Lender at the
office of  _________________________, at _________________________ in same day
funds.

                This Promissory Note is one of the Competitive Bid Notes referred
to in, and is entitled to the benefits of, the Credit Agreement.  The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.

                The Borrower hereby waives presentment, demand, protest and notice
of any kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

                This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                                        APPLIED MATERIALS, INC.


                                                        By
                                                           Title:

        EXHIBIT B-1 - FORM OF NOTICE OF
        REVOLVING CREDIT BORROWING

Citicorp USA, Inc., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                                        [Date]

                Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

                The undersigned, APPLIED MATERIALS, INC., refers to the 364-Day
Credit Agreement, dated as of March 10, 2000 (as amended or modified from time
to time, the "Credit Agreement", the terms defined therein being used herein
as therein defined), among the undersigned, certain Lenders parties thereto,
Bank of America, N.A., as Co-Agent, and  Citicorp USA, Inc., as Agent for said
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of
the Credit Agreement that the undersigned hereby requests a Revolving Credit
Borrowing under the Credit Agreement, and in that connection sets forth below
the information relating to such Revolving Credit Borrowing (the "Proposed
Revolving Credit Borrowing") as required by Section 2.02(a) of the Credit
Agreement:

        (i)     The Business Day of the Proposed Revolving Credit Borrowing
is _______________, 200_.

        (ii)    The Type of Advances comprising the Proposed Revolving
Credit Borrowing is [Base Rate Advances] [Eurodollar Rate Advances]
[Adjusted CD Rate Advances].

        (iii)   The aggregate amount of the Proposed Revolving Credit
Borrowing is $_______________.

        [(iv)   The initial Interest Period for each [Eurodollar Rate
Advance] [Adjusted CD Rate Advance] made as part of the Proposed
Revolving Credit Borrowing is _____ month[s].]

                The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed
Revolving Credit Borrowing:

        (A)     the representations and warranties contained in Section 4.01
of the Credit Agreement (except the representations set forth in
subsection (d)(i) thereof and in subsection (e)(i) thereof) are correct,
before and after giving effect to the Proposed Revolving Credit
Borrowing and to the application of the proceeds therefrom, as though
made on and as of such date; and

        (B)     no event has occurred and is continuing, or would result
from such Proposed Revolving Credit Borrowing or from the application of
the proceeds therefrom, that constitutes a Default.

                                                        Very truly yours,

                                                        APPLIED MATERIALS, INC.


                                                        By
                                                           Title:

        EXHIBIT B-2 - FORM OF NOTICE OF
        COMPETITIVE BID BORROWING


Citicorp USA, Inc., as Agent
  for the Lenders parties
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720
                                                        [Date]

                Attention: Bank Loan Syndications Department


Ladies and Gentlemen:

                The undersigned, APPLIED MATERIALS, INC., refers to the 364-Day
Credit Agreement, dated as of March 10, 2000 (as amended or modified from time
to time, the "Credit Agreement", the terms defined therein being used herein
as therein defined), among the undersigned, certain Lenders parties thereto,
Bank of America, N.A., as Co-Agent, and Citicorp USA, Inc., as Agent for said
Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of
the Credit Agreement that the undersigned hereby requests a Competitive Bid
Borrowing under the Credit Agreement, and in that connection sets forth the
terms on which such Competitive Bid Borrowing (the "Proposed Competitive Bid
Borrowing") is requested to be made:

        (A)     Date of Competitive Bid Borrowing       ________________________
        (B)     Amount of Competitive Bid Borrowing     ________________________
        (C)     [Maturity Date] [Interest Period]       ________________________
        (D)     Interest Rate Basis                     ________________________
        (E)     Interest Payment Date(s)                ________________________
        (F)     ___________________                     ________________________
        (G)     ___________________                     ________________________

                The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed
Competitive Bid Borrowing:

        (a)     the representations and warranties contained in Section 4.01
are correct, before and after giving effect to the Proposed Competitive
Bid Borrowing and to the application of the proceeds therefrom, as
though made on and as of such date;

        (b)     no event has occurred and is continuing, or would result
from the Proposed Competitive Bid Borrowing or from the application of
the proceeds therefrom, that constitutes a Default;

        (c)     no event has occurred and no circumstance exists as a result
of which the information concerning the undersigned that has been
provided to the Agent and each Lender by the undersigned in connection
with the Credit Agreement would include an untrue statement of a
material fact or omit to state any material fact or any fact necessary
to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading; and

        (d)     the aggregate amount of the Proposed Competitive Bid
Borrowing and all other Borrowings to be made on the same day under the
Credit Agreement is within the aggregate amount of the unused
Commitments of the Lenders.

                The undersigned hereby confirms that the Proposed Competitive Bid
Borrowing is to be made available to it in accordance with Section 2.03(a)(v)
of the Credit Agreement.

                                                        Very truly yours,

                                                        APPLIED MATERIALS, INC.



                                                        By
                                                           Title:

        EXHIBIT C - FORM OF
        ASSIGNMENT AND ACCEPTANCE


                Reference is made to the 364-Day Credit Agreement dated as of
March 10, 2000 (as amended or modified from time to time, the "Credit
Agreement") among Applied Materials, Inc., a Delaware corporation (the
"Borrower"), the Lenders (as defined in the Credit Agreement), Bank of
America, N.A., as Co-Agent, and Citicorp USA, Inc., as agent for the Lenders
(the "Agent").  Terms defined in the Credit Agreement are used herein with the
same meaning.

                The "Assignor" and the "Assignee" referred to on Schedule I hereto
agree as follows:

                1.      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 as of
the date hereof (other than in respect of Competitive Bid Advances and
Competitive Bid Notes) equal to the percentage interest specified on Schedule
1 hereto of all outstanding rights and obligations under the Credit Agreement
(other than in respect of Competitive Bid Advances and Competitive Bid Notes).
After giving effect to such sale and assignment, the Assignee's Commitment and
the amount of the Revolving Credit Advances owing to the Assignee will be as
set forth on Schedule 1 hereto.

                2.      The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) attaches the
Revolving Credit Note held by the Assignor and requests that the Agent
exchange such Revolving Credit Note for a new Revolving Credit Note payable to
the order of the Assignee in an amount equal to the Commitment assumed by the
Assignee pursuant hereto or new Revolving Credit Notes payable to the order of
the Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto and the Assignor in an amount equal to the Commitment retained
by the Assignor under the Credit Agreement, respectively, as specified on
Schedule 1 hereto.

                3.      The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (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 as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement as are
delegated to the Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (vi) attaches any U.S. Internal Revenue Service forms required under
Section 2.14 of the Credit Agreement.

                4.      Following the execution of this Assignment and Acceptance,
it will be delivered to the Agent for acceptance and recording by the Agent.
The effective date for this Assignment and Acceptance (the "Effective Date")
shall be the date of acceptance hereof by the Agent, unless otherwise
specified on Schedule 1 hereto.

                5.      Upon such acceptance and recording by the Agent, as of the
Effective Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

                6.      Upon such acceptance and recording by the Agent, from and
after the Effective Date, the Agent shall make all payments under the Credit
Agreement and the Revolving Credit Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
facility fees with respect thereto) to the Assignee.  The Assignor and
Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the Revolving Credit Notes for periods prior to the Effective
Date directly between themselves.

                7.      This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.

                8.      This Assignment and Acceptance may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.  Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart
of this Assignment and Acceptance.

                IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon

                               Schedule 1
                                   to
                        Assignment and Acceptance


Percentage interest assigned:                                                   _____%

Assignee's Commitment:                                                         $__________

Aggregate outstanding principal amount of Revolving Credit Advances assigned:  $__________

Principal amount of Revolving Credit Note payable to Assignee:                 $__________

Principal amount of Revolving Credit Note payable to Assignor:                 $__________

Effective Date*:        _______________, 200_

                                                        [NAME OF ASSIGNOR], as Assignor

                                                        By
                                                           Title:

                                                        Dated:  _______________, 200_


                                                        [NAME OF ASSIGNEE], as Assignee

                                                        By
                                                           Title:

                                                        Dated:  _______________, 200_

                                                        Domestic Lending Office:
                                                                [Address]

                                                        Eurodollar Lending Office:
                                                                [Address]

Accepted [and Approved]** this
__________ day of _______________, 200_

CITICORP USA, INC., as Agent

By
   Title:


[Approved this __________ day
of _______________, 200_

APPLIED MATERIALS, INC.

By                                      ]***
   Title:


*       This date should be no earlier than five Business Days after the delivery
of this Assignment and Acceptance to the Agent.

**      Required if the Assignee is an Eligible Assignee solely by reason of
clause (iii) of the definition of "Eligible Assignee".

***     Required if the Assignee is an Eligible Assignee solely by reason of
clause (iii) of the definition of "Eligible Assignee"





        EXHIBIT D - FORM OF
        OPINION OF COUNSEL
        FOR THE BORROWER


                                                        March 10, 2000


To the Lenders and the Agent
Referred to Below
Citicorp USA., Inc, as Agent
399 Park Avenue
New York, New York 10043


Ladies and Gentlemen:


Re: 364-Day Credit Agreement


        I am the Vice President, Legal Affairs of Applied Materials, Inc. (the
"Borrower") and have acted as its counsel in connection with the execution and
delivery of that certain 364-Day Credit Agreement (the "Credit Agreement")
dated as of March 10, 2000 among the Borrower, the Lenders signatory thereto,
Bank of America, N.A., as Co-Agent, and Citicorp USA, Inc., as Agent.  Except
as otherwise defined herein, all terms used herein and defined in the Credit
agreement or any agreement delivered thereunder shall have the meanings
assigned to them therein.

        In connection with this opinion, I have examined executed copies of the
Credit Agreement and the Notes and such other documents, records, agreements
and certificates as I have deemed appropriate.  I have also reviewed such
matters of law as I have considered relevant for the purpose of this opinion.

        Based upon the foregoing, I am of the opinion that:

        1.      The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware, and has the
corporate power and authority to own its assets and to transact the business
in which it is now engaged or proposes to be engaged.

        2.      The execution, delivery and performance by the Borrower of the
Credit Agreement and the Notes are within the Borrower's corporate powers,
have been duly authorized by all necessary corporate action, require no action
by or in respect of, or filing with, any governmental body, agency or official
and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Borrower or, to the best of my knowledge, of (i) any judgment,
injunction, order or decree, or (ii) any material agreement or other material
instrument binding upon the Borrower, or result in the creating or imposition
of any Lien on any asset of the Borrower.

        3.      To the best of my knowledge, except as set forth under the heading
"Legal Proceedings" in the Company's 1999 Form 10-K, there are no pending or
threatened actions, suits or proceedings against or affecting the Company or
any of its Subsidiaries before any court, governmental agency or arbitrator in
which there is a reasonable possibility of an adverse determination which
would have a Material Adverse Effect, or which in any manner draws into
question the validity of the Credit Agreement or the Notes.

Certain Assumptions

        With your permission I have assumed the following: (a) the authenticity
of original documents and the genuineness of all signatures; (b) the
conformity to the originals of all documents submitted to me as copies and the
truth, accuracy, and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates I
have reviewed; and (c) the absence of any evidence extrinsic to the provisions
of the written agreements between the parties that the parties intended a
meaning contrary to that expressed by those provisions.

Certain Limitations and Qualifications

        I express no opinion as to laws other than laws of the State of
California, the federal law of the United States of America and the General
Corporation Law of the State of Delaware.  I am licensed to practice law only
in the State of California.

        The phrase "to the best of my knowledge" is intended to indicate that,
during the course of the performance of my duties as Managing Director, Legal
Affairs, of the Borrower, no information that would give me current actual
knowledge of the inaccuracy of such statement has come to my attention.

Use of Opinion

        This opinion is solely for your benefit (and the benefit of any assignee
which becomes a Lender pursuant to Section 8.07 of the Credit Agreement) in
connection with the transaction covered by the first paragraph of this letter
and may not be relied upon, used, circulated, quoted or referred to, nor may
copies hereof be delivered to, any other person without my prior written
approval.  I disclaim any obligation to update this opinion for events
occurring or coming to my attention after the date hereof.

                                                                Very truly yours,


                                                                /s/ Barry S. Quan
                                                                Barry S. Quan
                                                                Vice President, Legal
                                                                Affairs

        EXHIBIT E


OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP,
SPECIAL COUNSEL FOR THE BORROWER


To the Lenders and the Agent
Referred to Below
Citicorp USA, Inc., as Agent
60 Wall Street
New York, New York 10043

Re: 364-Day Credit Agreement

        We have acted as counsel to Applied Materials, Inc., a Delaware
corporation (the "Borrower") in connection with that certain 364-Day Credit
Agreement (the "Agreement") dated as of March 10, 2000 among the Borrower, the
lenders signatory thereto (the "Lenders"), Bank of America, N.A., as Co-Agent,
and Citicorp USA, Inc., as Agent.  The capitalized terms herein are used as
defined in the Credit Agreement.

        In this regard, we have examined executed originals or copies of the
following, copies of which have been delivered to you:

                (a)     The Agreement; and

                (b)     The Notes.

        Based upon such examination and having regard for legal considerations
which we deem relevant, we are of the opinion that the Agreement is and, when
delivered under the Agreement, each Note will be, the legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance
with its respective terms.

        With your permission we have assumed the following: (a) authenticity of
original documents and the genuineness of all signatures; (b) the conformity
to the originals of all documents submitted to us as copies; (c) the truth,
accuracy, and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed; (d) that the documents referred to herein were duly authorized,
executed and delivered on behalf of the respective parties thereto and, other
than with respect to the Borrower, are legal, valid, and binding obligations
of such parties; (e) the compliance by you with any state or federal laws or
regulations applicable to you in connection with the transactions described in
the Agreement and the Notes; and (f) the absence of any evidence extrinsic to
the provisions of the written agreements between the parties that the parties
intended a meaning contrary to that expressed by those provisions.

        We express no opinion as to matters of law in jurisdictions other than
the State of New York and the United States.

        Our opinion that any document is legal, valid, binding, or enforceable
in accordance with its term is qualified as to:

        (a)     limitations imposed by bankruptcy, insolvency,
reorganization, arrangement, fraudulent  conveyance, moratorium, or
other laws relating to or affecting the enforcement of creditors' rights
generally;

        (b)     general principles of equity, including without limitation
concepts of mutuality, reasonableness, good faith and fair dealing, and
the possible unavailability of specific performance or injunctive
relief, regardless of whether such enforceability is considered in a
proceeding in equity or at law;

        (c)     the possibility that certain covenants and provisions for
the acceleration of the maturity of the Notes may not be enforceable if
enforcement would be unreasonable under the then existing circumstances,
but in our opinion acceleration would be available if an event of
default occurred as a result of a material breach of a material
covenant;

        (d)     the unenforceability under certain circumstances of
provisions imposing penalties, forfeiture, late payment charges or an
increase in interest rate upon delinquency in payment or the occurrence
of any event of default;

        (e)     rights to indemnification and contribution which may be
limited by applicable law and equitable principles; and

        (f)     the unenforceability under certain circumstances of
provisions expressly or by implication waiving broadly or vaguely stated
rights (including, without limitation, waivers of any objection to venue
and forum non conveniens and the rights to a jury trial), the benefits
of statutory constitutional provisions, unknown future rights, and
defenses to obligations or rights granted by law, where such waivers are
against public policy or prohibited by law.

        We note that you are receiving of even date herewith the opinion of
Barry Quan, Managing Director, Legal Affairs of the Borrower, as to certain
matters relating to the Borrower.  We have made no independent examination of
such matters.  We note for your information that Donald A. Slichter, the
Secretary of the Borrower, is a partner in our firm.

        This opinion is solely for your benefit (and the benefit of the Lenders
which become parties to the Agreement as assignees under Section 8.07 of the
Agreement) in connection with the transaction covered by the first paragraph
of this letter and may not be relied upon, used, circulated, quoted or
referred to by, nor may copies hereof be delivered to, any other person
without our prior written approval.  We disclaim any obligation to update this
opinion letter for events occurring or coming to our attention after the date
hereof.

                                                Very truly yours,


                                                /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
                                                ORRICK, HERRINGTON & SUTCLIFFE LLP