10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended August 27, 2004
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

Commission file number 001-11098

Solectron Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware	94-2447045
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

847 Gibraltar Drive

Milpitas, California 95035

(Address of Principal Executive Offices including Zip Code)

(408) 957-8500

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

0.5% Convertible Senior Notes due 2034

7.25% Adjustable Conversion — Rate Equity Security Units

3.25% Liquid Yield Option Notes due 2020

2.75% Liquid Yield Option Notes due 2020

Common Stock

Securities registered pursuant to Section 12(g) of the Act:

None

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

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K.    o

         Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes þ         No o

         The aggregate market value of the Registrant’s Common Stock held by non-affiliates on October 31, 2004 was approximately $2,957.3 million (based upon the last reported price of the Common Stock on the New York Stock Exchange on such date). Shares of Common Stock held by each officer, director, and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

         As of October 31, 2004, there were approximately 963.9 million shares of the Registrant’s common stock outstanding including approximately 25.7 million shares of Solectron Global Services Canada, Inc., which are exchangeable on a one-to-one basis for the Registrant’s common stock.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on January 13, 2005, which Solectron will file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this report, is incorporated by reference in Part III of this Form 10-K to the extent stated herein.

SOLECTRON CORPORATION

2004 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
Part I			2
Item 1.	Business		2
Item 2.	Properties		7
Item 3.	Legal Proceedings		9
Item 4.	Submission of Matters to a Vote of Security Holders		9
Part II			11
Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters		11
Item 6.	Selected Financial Data		12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 7a	Quantitative and Qualitative Disclosures About Market Risk		34
Item 8.	Consolidated Financial Statements and Supplementary Data		34
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		69
Item 9a	Controls and Procedures		69
Part III			69
Item 10.	Directors and Executive Officers of the Registrant		69
Item 11.	Executive Compensation		70
Item 12.	Security Ownership of Certain Beneficial Owners and Management		70
Item 13.	Certain Relationships and Related Transactions		70
Item 14.	Principal Accountant Fees and Services		70
Part IV			70
Item 15.	Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K		70
Signatures			71

      Solectron and the Solectron logo are registered trademarks of Solectron Corporation. All other names are trademarks and/or registered trademarks of their respective owners.

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PART I

Item 1. Business

      The information contained in this business overview is qualified in its entirety by, and is subject to, the detailed information, consolidated financial statements and notes thereto contained within this document under the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Supplementary Data sections.

Overview

      We provide electronics supply chain services to original equipment manufacturers (OEMs) around the world. These companies contract with us to build their products or to obtain services related to product design, manufacturing and post-manufacturing requirements. We primarily design, build and service products that carry the brand names of our customers.

      We serve several electronics products and technology markets. Much of our business is related to the following products:

•  Computing and storage equipment, including servers, storage systems, workstations, notebooks, and peripherals;

•  Networking equipment such as routers and switches that move traffic across the Internet;

•  Communications equipment, including wireless and wireline infrastructure products;

•  Consumer products such as cellular phones, set-top boxes and personal/handheld communications devices;

•  Automotive electronics systems, including audio and navigation systems, system control modules, and body electronics;

•  Industrial products, including semiconductor manufacturing and test equipment, wafer fabrication equipment controls, process automation equipment and home appliance electronics controls;

•  Medical products such as X-ray equipment, ultrasound fetal monitors, MRI scanners, blood analyzers, ECG patient monitors, surgical robotic systems, HPLCs, spectrometers and laser surgery equipment; and

•  Other electronics equipment and products.

      Our customers include many of the world’s leading technology companies, such as Cisco Systems, Ericsson, Hewlett-Packard, IBM, Lucent Technologies, Motorola, NEC, Nortel Networks and Sun Microsystems.

      We have a comprehensive range of services designed to meet customer supply chain needs throughout the product life cycle. Our services include:

•  Collaborative design

•  Design for Six Sigma and manufacturability

•  Design for cost-reduction

•  Product launch

•  Product life extension

•  Sustaining engineering

•  Printed circuit board assembly (PCBA) and subsystem manufacturing

•  Systems assembly and test

•  Product fulfillment

•  Repair

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•  Product logistics

•  End-of-life product support

      We bring these services together to provide integrated supply chain solutions for our customers. By utilizing our services, customers gain cost, time and quality advantages that help improve their competitiveness and enable them to focus on their core competencies of sales, marketing, and research and development. More specifically, we provide the following benefits to OEMs:

      Faster Time-to-Market: Due to intense competitive pressures in the electronics industry, shorter product life cycles require OEMs to reduce the time needed to bring a product to market. OEMs can reduce time-to-market by using our services, expertise and infrastructure. For example, OEMs can partner with us during the early stages of product design to expedite the transition into high volume production in our manufacturing centers.

      Lower Costs: Our OEM customers realize lower costs as a result of several factors: our ability to perform services in the most value-adding, cost-effective locations around the world; our ability to pool purchasing across our customer base; our ability to produce multiple products within a given facility; and our flexibility to adapt our operations to changing customer demand.

      Better Asset Utilization: OEM supply chains, managed by Solectron, enable OEMs to lower their investment in property, plant and equipment, as well as systems and infrastructure. This lower investment can lead to better asset utilization and higher return on assets for our OEM customers.

      Focused Resource Allocation: As a result of market demands, many OEMs focus their resources on activities where they add the greatest value. By offering comprehensive electronics supply chain services, we allow OEMs to focus on their own core competencies, such as next-generation product development, marketing and sales.

      Leading Manufacturing and Service Technologies: Electronic products, electronics manufacturing and service technologies have become increasingly sophisticated and complex. This makes it difficult for OEMs to maintain the necessary technological expertise to manufacture and repair products internally. OEMs are motivated to work with us to gain access to our expertise in interconnect, test, process, repair and other technologies, such as lead-free manufacturing processes.

      Cost-Effective Global Capabilities: We have facilities in Asia, the Americas and Europe. Through our global presence, we perform electronics supply chain services in locations to best address our customers’ objectives, including cost containment; compliance with local content regulations; proximity to end-markets and end-consumers; and the elimination or reduction of expensive freight costs, tariffs and time-consuming customs clearances.

      We have benefited from increased worldwide market acceptance of, and reliance upon, the outsourcing of electronics manufacturing and supply chain services by electronics OEMs. Many OEMs in the electronics and other industries outsource electronics manufacturing and related supply chain services as part of their business strategies.

Strategy

      Our strategy is to unlock value and competitive advantage for customers by providing integrated supply chain solutions that leverage Solectron’s differentiated capabilities in collaborative design, lean manufacturing, and post-manufacturing services. To support this strategy we adhere to five major themes:

Concentrate on Core and Emerging Markets

      We are focused on extending our leadership and capabilities in our core markets, which include the communications, networking, and computing and storage industries. The products we manufacture — and the customers we serve — in these markets represent a substantial portion of our revenues and reflect our strong expertise in these areas. In addition, we participate in several growth markets including the consumer, industrial, automotive, and medical industries — where we can leverage our core strengths and believe we can earn attractive returns.

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Uncompromising Quality

      Quality is central to our culture. We strive to use and continuously improve consistent processes, and we use several quality improvement and measurement techniques to monitor our performance. We have received many service and quality awards from internationally recognized quality organizations and customers. We have received several awards recently, including recognition from Cisco Systems, Sun Microsystems and Delphi. In addition, substantially all of our manufacturing facilities are certified under ISO international quality standards for design, manufacturing and distribution management systems.

Efficiency and Cost Competitiveness

      We believe that a fundamental requirement for sustained growth and profitability in the Electronics Manufacturing Services (EMS) industry is to be an efficient and cost-competitive manufacturer. To this end, we are focused on driving efficiency throughout our organization, and have undertaken several initiatives to reduce costs and increase our competitiveness. This includes an initiative to implement Lean manufacturing and Six Sigma quality methods in our operations and throughout the company. We believe implementing these methods will drive increased efficiencies and eliminate activities that do not add value, resulting in a significant competitive advantage.

Align Services to Improve Customer Supply Chains

      We believe that, as technologies become more complex and as product life cycles continue to shorten, OEMs will outsource more of their electronics supply chain needs. As they do this, they will look to a partner that can provide these services on a seamless basis. As a result, we are aligning our services to improve OEM supply chains and deliver lower costs, higher quality, improved flexibility and faster time-to-market. We believe this will position us to be a primary provider to OEMs by delivering integrated supply chains that add value to their businesses.

Advanced Technology Processes

      We offer customers access to advanced technology processes, including design, New Product Introduction (NPI) and repair expertise. Our involvement with customers’ products during the early design stages can help reduce cost and product time-to-market, improve manufacturability and quality, and enable a fast ramp to volume manufacturing. We use our design capabilities to partner with our customers, not compete with them. We have developed common tools for industrial, electrical, mechanical and manufacturing applications designed to shorten the design cycle and maintain cost effectiveness. Our repair expertise also spans a wide range of products and advanced technologies, from the system to the component level.

Global Footprint

      Our footprint — or facilities location — strategy is to locate specific services and capabilities where we believe they can generate the greatest value at the lowest total cost. These decisions are made based on low-cost manufacturing options, proximity to our customers and prospective customers, proximity to end markets and end users, and the location of specific resources needed to deliver value.

      The majority of our manufacturing capabilities are located in low-cost locations, such as Mexico, Hungary, Romania, China, Malaysia, and other parts of Asia. This reflects our belief that OEM customers will be driven by the cost advantages associated with these locations.

      We locate our other services based on how best to add value and to gain access to pools of people with the skills and experience we need to create solutions and deliver world-class services. For example, we have regional design centers in the Americas, Europe and Asia. This enables us to draw from a highly skilled labor pool, and it gives us close proximity and immediate access to interact with customers’ at critical phases of the new product life cycle.

      For our post-manufacturing services, we operate repair and warranty centers based on proximity to transportation infrastructure and proximity to end users.

      Our ability to serve our customers effectively also depends upon our materials management and logistic capabilities. Our locations are served by a materials organization consisting of multiple groups across multiple locations, and backed by information technology. The materials group is responsible for ordering, tracking and

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ensuring that the correct parts are delivered to the correct locations on a just-in-time basis to meet our customers needs.

Americas Region

      Our U.S. facilities are increasingly focused on higher value activities, such as a variety of design services; NPI; system integration and test; product fulfillment; repair and logistics; as well as the manufacturing of primarily lower-volume, highly complex products. Our facilities in Latin America support the North and Latin American markets, particularly for higher volume products. Mexico’s proximity to North America is useful for production where low-cost and time-to-market, and/or geographical diversity are particular concerns for OEMs. We operate facilities that provide design, manufacturing, and post-manufacturing services in the U.S., Canada, Mexico, Puerto Rico and Brazil.

      We have reduced our overall manufacturing presence in North America as a result of our restructuring activities and our strategic shift of manufacturing capacity toward lower-cost regions.

Asia Region

      The Asia region is focused on providing both higher-volume, lower complexity as well as lower-volume, higher complexity manufacturing to many geographic markets around the world. In addition to manufacturing, our facilities in Asia provide design services; NPI; system integration and test; product fulfillment; repair and logistics.

      As a result of our restructuring, Asia has increased as a percentage of our global capacity.

Europe Region

      Our locations in western Europe are focused on providing higher-value services, such as design; NPI; high-complexity, low-volume manufacturing, system integration and test; product fulfillment; logistics and repair. Our eastern European locations provide lower-cost, higher-volume electronics manufacturing services for the western European markets. Driven by our strategy, we have repositioned our manufacturing capabilities within Europe.

Sales and Marketing

      Sales and marketing are integrated processes involving direct salespersons, project managers and senior executives. We direct our sales resources and activities at several management and staff levels within customer and prospective customer companies. We also use independent sales representatives in certain geographic areas. We receive unsolicited inquiries resulting from word of mouth, from advertising and public relations activities, and through referrals from current customers. We evaluate these opportunities against our customer selection criteria and assign direct salespersons or independent sales representatives, as appropriate.

      See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for customer sales information.

Backlog

      Backlog consists of contracts or purchase orders with delivery dates scheduled within the next 12 months. At August 31, 2004, our backlog was approximately $2.8 billion, compared with backlog of approximately $1.7 billion at August 31, 2003. Because customers may cancel or reschedule deliveries, often with little or no financial penalty, backlog is not a meaningful indicator of future consolidated financial results.

Competition

      The EMS industry comprises many companies, several of which have substantial market share. We also face competition from current and prospective customers that evaluate our capabilities against the merits of manufacturing products internally. We compete with different companies depending on the type of service or geographic area. We believe the primary basis of competition in our targeted markets is proven execution, reliability, superior manufacturing technology, price, flexibility, continuity of supply, quality, responsiveness, innovative and value-adding services and ability to serve global customers.

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Associates

      As of August 31, 2004, we employed approximately 57,000 associates worldwide, which includes approximately 15,000 temporary associates.

Patents and Trademarks

      We hold certain United States and foreign patents and patent licenses relating to certain of the processes and equipment used in our manufacturing technology, as well as certain of the products which we have designed and manufactured. In addition, we have registered trademarks (service marks) in the United States and various other countries throughout the world.

      Although we do not believe that our trademarks, manufacturing processes, patents or license rights to which we have access infringe on the intellectual property rights of others, we cannot ensure that third parties will not assert infringement claims against us in the future. If such an assertion were to be made, it may become necessary or useful for us to enter into licensing arrangements or to resolve such an issue through litigation. However, we cannot ensure that such license rights would be available to us on commercially acceptable terms or that any such litigation would be resolved favorably. Any litigation could be lengthy and costly and, regardless of its outcome, could materially harm our consolidated financial condition.

Environmental Matters

      We are required to comply with local, state, federal and international environmental laws and regulations relating to the treatment, storage, use, discharge, emission and disposal of hazardous materials used in our manufacturing and service processes. We are also required to comply with laws and regulations relating to occupational safety and health, product disposal and product content and labeling. In general, we are not directly responsible for compliance with laws like Waste Electrical and Electronic Equipment (WEEE) and Restriction of Hazardous Substances (RoHS). These WEEE and RoHS laws generally apply to our OEM customers; Solectron may, however, provide compliance-related services to our customers upon request. Failing to have the capability of delivering products which comply with these present and future environmental laws and regulations could restrict our ability to expand facilities, or could require us to acquire costly equipment or to incur other significant expenses to comply with environmental regulations, and could impair our relations with customers. Moreover, to the extent we are found non-compliant with any environmental laws and regulations applicable to our activities, we may incur substantial fines and penalties. We are committed to maintaining compliance in all of our facilities and to continuously improving our environmental practices.

      We are also required to obtain and maintain environmental permits for many of our facilities. These permits, which must be renewed periodically, are subject to revocation if we violate environmental laws. There can be no assurance that violations will not occur as a result of equipment failure, human error or other causes. If a violation of environmental laws occurs, we could be held liable for damages, fines and costs of remedial actions, and our permits could be revoked. Any such revocation could require us to cease or limit production at one or more of our facilities, and may adversely impact our results of operations.

      We have been, and in the future may be, held liable for remediation of sites where our hazardous materials (or those of companies we have acquired) have been disposed of. To date, these liabilities have not been substantial or material to our business, consolidated financial condition and results of operations. We believe, based on our current knowledge, that the cost of any groundwater or soil clean-up that may be required at any of our facilities would not materially harm our business, consolidated financial condition and results of operations. However, it is costly to remediate contamination, and there can be no assurance that any future remediation costs would not harm our business, consolidated financial condition and results of operations.

Additional Information

      Our Internet address is http://www.solectron.com. We make available on our Internet website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange

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Commission. Information accessible through our website does not constitute a part of, and is not incorporated into, this annual report on Form 10-K or into any of our other filings with the Securities and Exchange Commission.

      Solectron was first incorporated in California in August 1977 and was reincorporated in Delaware in February 1997. Our principal executive offices are at 847 Gibraltar Drive, Milpitas, California, 95035. Our telephone number is (408) 957-8500.

Item 2. Properties

      The table below lists our major facilities leased or owned as of August 31, 2004:

Location	Square Footage		Leased/Owned		Primarily Used
Continuing Operations
Americas Region
Jaguariuna, Brazil		233,000		Owned	PCBA & Systems Integration
Hortolandia, Brazil		49,000		Leased	PCBA & Systems Integration
Guadalajara, Mexico		689,000		Owned	PCBA & Systems Integration
Chihuahua, Mexico		107,000		Leased	Systems Repair & Refurbish
Aguadilla, Puerto Rico		164,000		Leased	PCBA & Systems Integration
Dollard des Ormeaux, Quebec		165,000		Leased	PCBA & Systems Integration
Sherbrooke, Quebec		36,000		Leased	PCBA & Systems Integration
Sherbrooke, Quebec		125,000		Owned	PCBA & Systems Integration
St. Laurent, Quebec		112,000		Leased	Warehouse
Kanata, Ontario		114,000		Owned	Systems Integration
Newmarket, Ontario		185,000		Leased	Repair & Refurbish
Ottawa, Ontario		48,000		Leased	Systems Engineering
Scarborough, Ontario		69,000		Leased	Systems Integration
Winnipeg, Manitoba		94,000		Owned	Metal Fab
Lincoln, California		356,000		Leased	Repair & Refurbish
Milpitas, California		253,000		Leased	Repair & Refurbish
Milpitas & Fremont, California		445,000		Leased	PCBA & Systems Integration
Milpitas & San Jose, California		262,000		Leased	HQ Office
Milpitas, California		108,000		Leased	Warehouse for PCBA & SI
West Palm Beach, Florida		100,000		Leased	PCBA & Systems Integration
Louisville, Kentucky		240,000		Leased	Repair & Refurbish
Baltimore, Maryland		6,000		Leased	Wireless Office
Friberg, Massachusetts		5,000		Leased	Corp. Office
Southfield, Michigan		15,000		Leased	Systems Integration
Somerset, New Jersey		2,000		Leased	Wireless Office
Charlotte, North Carolina		456,000		Owned	PCBA & Systems Integration
Creedmoor, North Carolina		290,000		Owned	Systems Integration
Durham, North Carolina		183,000		Leased	Warehouse for PCBA & SI
Morrisville, North Carolina		323,000		Leased	Repair & Refurbish
Hillsboro, Oregon		70,000		Owned	Metal Fab
West Columbia, South Carolina		313,000		Owned	PCBA & Systems Integration
Memphis, Tennessee		275,000		Leased	Repair & Refurbish
Austin, Texas		279,000		Leased	Repair & Refurbish
Austin, Texas		468,000		Leased	PCBA & Systems Integration
Americas Region Total		6,639,000
European Region
Turnhout, Belgium		103,000		Leased	Repair & Refurbish
Cwmcarn, Wales		100,000		Owned	Repair & Refurbish

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Location		Square Footage		Leased/Owned		Primarily Used
South Ockendon, UK			27,000		Owned	Microcircuits
South Ockendon, UK			38,000		Leased	Microcircuits
Bordeaux, France			191,000		Leased	PCBA & Systems Integration
Bordeaux, France			141,000		Leased	Repair & Refurbish
Herrenberg, Germany			110,000		Owned	PCBA & Systems Integration
Budapest, Hungary			300,000		Owned	PCBA & Systems Integration
Dieman, Amsterdam			16,000		Leased	Finance Office
Rosmalen, Netherlands			164,000		Leased	Repair & Refurbish
Rosmalen, Netherlands			31,000		Leased	Warehouse for R&R
Rotterdam, Netherlands			1,000		Leased	Office
Timisoara, Romania			460,000		Owned	PCBA & Systems Integration
Dunfermline, Scotland			144,000		Owned	PCBA & Systems Integration
Ostersund, Sweden			280,000		Owned	PCBA & Systems Integration
Istanbul, Turkey			47,000		Leased	PCBA & Systems Integration
European Region Total			2,153,000
Asia Region
Sydney, Australia			133,000		Leased	Repair & Refurbish
Beijing, China			14,000		Leased	Repair & Refurbish
Hong Kong, China			5,000		Leased	Repair & Refurbish
Huizhou City, China			62,000		Leased	PCBA & Systems Integration
Shanghai, China			33,000		Leased	Repair & Refurbish
Shanghai, China			105,000		Leased	PCBA & Systems Integration
Shanghai, China			171,000		Leased	Metal Fab
Shenzhen, China			230,000		Owned	PCBA & Systems Integration
Suzhou, China			619,000		Owned	PCBA & Systems Integration
Suzhou, China			17,000		Leased	Repair & Refurbish
Bangalore, India			32,000		Leased	Memory Manufacturing & Engineering
Batam, Indonesia			137,000		Leased	PCBA & Systems Integration
Ibaraki-Ken, Japan			137,000		Leased	PCBA & Systems Integration
Koriyama, Japan			67,000		Owned	Repair & Refurbish
Miyagi-Ken, Japan			379,000		Leased	Repair & Refurbish
Johor, Malaysia			125,000		Owned	PCBA & Systems Integration
Penang, Malaysia			1,032,000		Owned	PCBA & Systems Integration
Penang, Malaysia			30,000		Leased	PCBA & Systems Integration
Singapore			130,000		Leased	PCBA & Systems Integration
Singapore			48,000		Leased	Repair & Refurbish
Singapore			239,000		Owned	Metal Fab, PCBA & Systems Integration
Taipei, Taiwan			3,000		Leased	Office
	Asia Region Total		3,748,000
Total Continuing Operations Facilities in Use			12,540,000
Total Restructured and Discontinued Operations Facilities *			3,474,000

*  These facilities are excluded from the list above.

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Item 3.      Legal Proceedings

      Solectron is from time to time involved in various litigation and legal matters, including those described below. By describing the particular matters set forth below, Solectron does not intend to imply that it or its legal advisors have concluded or believe that the outcome of any of those particular matters is or is not likely to have a material adverse impact upon Solectron’s business or consolidated financial condition and results of operations.

      The case entitled Ronald Sorisho v. Solectron Corporation et al., Case No. CV811243, which has been previously reported, was resolved on terms not material to Solectron and the case has been dismissed.

      On March 6, 2003, a putative shareholder class action lawsuit was filed against Solectron and certain of its officers in the United States District Court for the Northern District of California alleging claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. The case is entitled Abrams v. Solectron Corporation et al., Case No. C-03-0986 CRB. The complaint alleged that the defendants issued false and misleading statements in certain press releases and SEC filings issued between September 17, 2001 and September 26, 2002. In particular, plaintiff alleged that the defendants failed to disclose and to properly account for excess and obsolete inventory in the former Technology Solutions business unit during the relevant time period. Additional complaints making similar allegations were subsequently filed in the same court, and pursuant to an order entered June 2, 2003, the Court appointed lead counsel and plaintiffs to represent the putative class in a single consolidated action. The Consolidated Amended Complaint, filed September 8, 2003, alleges an expanded class period of June 18, 2001 through September 26, 2002, and purports to add a claim for violation of Section 11 of the Securities Act of 1933, as amended (the “Securities Act”), on behalf of a putative class of former shareholders of C-MAC Industries, Inc., who acquired Solectron stock pursuant to the October 19, 2001 Registration Statement filed in connection with Solectron’s acquisition of C-MAC Industries, Inc. In addition, while the initial complaints focused on alleged inventory issues at the former Technology Solutions business unit, the Consolidated Amended Complaint adds allegations of inadequate disclosure and failure to properly account for excess and obsolete inventory at Solectron’s other business units. The complaint seeks an unspecified amount of damages on behalf of the putative class. Solectron believes the complaint to be without merit, and that it has valid defenses to the plaintiffs’ claims. There can be no assurance, however, that the outcome of the lawsuit will be favorable to Solectron or will not have a material adverse effect on Solectron’s business, consolidated financial condition and results of operations. In addition, Solectron may be forced to incur substantial litigation expenses in defending this litigation.

      On November 2, 2004, Solectron reached an agreement in principle with the plaintiffs in the previously reported shareholder derivative lawsuit entitled Lifshitz v. Cannon et al., Case No. CV815693, filed in the Santa Clara County, California Superior Court, to settle that litigation on terms not considered to be material to Solectron. The settlement terms are subject to court approval, and the parties anticipate filing a joint request for court approval of the settlement terms within the next 30 days.

Item 4.      Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

Executive Officers of Solectron

      Our executive officers and their ages as of August 31, 2004 are as follows:

Name	Age		Position
Michael R. Cannon		51	President and Chief Executive Officer
Perry Hayes		51	Treasurer and Vice President of Investor Relations
Warren J. Ligan		51	Senior Vice President and Chief Accounting Officer
Craig London		58	Executive Vice President, Strategy, Marketing and Services
Kevin O’Connor		46	Executive Vice President, Human Resources
Marc Onetto		54	Executive Vice President, Operations
Kiran Patel		56	Executive Vice President and Chief Financial Officer
David Purvis		52	Executive Vice President, Design and Engineering

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      Mr. Cannon joined Solectron in January 2003 as president and CEO and as a director on the company’s board of directors and has more than 25 years of manufacturing and technology experience. Prior to joining Solectron, Mr. Cannon was president, CEO and a director of Maxtor Corporation, a leading global provider of hard-disk drives and storage systems. Previously, Mr. Cannon was with IBM’s Storage Systems Division, where he held several senior leadership positions, including vice president of the Personal Storage Systems Division, vice president of product design and vice president of worldwide manufacturing. Prior to IBM, Mr. Cannon worked at several companies in the disk-drive industry, including Control Data Corporation’s Imprimis Technology spin-off. Mr. Cannon began his career at The Boeing Company, where he held engineering and management positions in the Manufacturing Research and Development Group. Mr. Cannon studied mechanical engineering at Michigan State University and completed the Advanced Management Program at Harvard Business School.

      Mr. Hayes joined Solectron in 1999 with extensive financial and management experience in the technology and banking industries. As treasurer and vice president of investor relations, Mr. Hayes is responsible for financing and capital market activities, as well as corporate liquidity and risk management. He also manages Solectron’s interaction with investors, institutional shareholders, financial analysts and credit rating agencies. Prior to Solectron, Mr. Hayes held senior treasury positions with Dell Computer and AirTouch Communications, Inc. He also has more than 10 years of international finance and banking experience as a vice president with Bank of America, working out of the company’s San Francisco, London and New York locations. Mr. Hayes holds a master’s degree in international business from the University of South Carolina.

      Mr. Ligan joined Solectron in 2000 with more than 20 years of extensive financial and management experience. As senior vice president and chief accounting officer, Mr. Ligan is responsible for corporate accounting; tax; external reporting; financial planning and analysis; and the company’s financial shared services. Prior to this role, Mr. Ligan served as vice president, global taxation, managing Solectron’s global tax position. Mr. Ligan came to Solectron from Chiquita Brands International, where as senior vice president and chief financial officer he oversaw all corporate financial functions, as well as purchasing and IT. Prior to becoming the company’s chief financial officer, Mr. Ligan served as vice president of taxation. Before Chiquita, Mr. Ligan has held a variety of financial and tax management positions with the Monsanto Company and its subsidiary G. D. Searle & Co., The Upjohn Company, Coopers & Lybrand, and Football News Co. He began his career in the corporate accounting department of Chrysler Corporation. Mr. Ligan holds a bachelor’s degree in business administration from the Walsh College of Accountancy & Business Administration, and a law degree from the Detroit College of Law. He also holds a master of law degree in taxation from DePaul University.

      Mr. London joined Solectron in 2002 with nearly 30 years of sales, marketing and engineering management experience in the electronics industry. As executive vice president, strategy, marketing and services, Mr. London is responsible for strategic planning and market development, as well as integrating and building the company’s design capabilities worldwide. Previously, Mr. London was executive vice president and president of Solectron’s Technology Solutions business unit. Mr. London came to Solectron from Safeguard Scientifics, Inc., a diversified information technology company that identifies, develops and operates emerging technologies, where he served as an executive officer and managing director, technology products. Previously, he was president and chief executive officer of Diva Communications, Inc., a wireless communications equipment manufacturer. Mr. London also held various executive management positions including sales, service and operations in the United States and Asia during eight years with Nortel Networks. His experience also includes various management positions at Rockwell International Telecommunications, Electronic Systems Associates, Pacific Telephone and AT&T. Mr. London holds a master’s degree in business administration from Pepperdine University and a bachelor’s degree in physics from the University of California, Berkeley.

      Mr. O’Connor has more than 20 years of experience in human resources. As executive vice president, human resources, he is responsible for Solectron’s corporate human resources program and infrastructure to support the needs of the corporation. Before joining Solectron in October 2002, Mr. O’Connor served as senior vice president, global human resources for Axcelis Technologies. Prior to Axcelis, Mr. O’Connor served as vice president, global human resources for Iomega Corporation. Before Iomega, he held a variety of senior human resources roles for Dell Computer, Frito-Lay (a division of PepsiCo) and Sperry Flight Systems. Mr. O’Connor holds a degree in management with an emphasis in industrial relations from Arizona State University.

      Mr. Onetto has nearly 30 years of experience in supply-chain and operational management, as well as finance and information systems. As executive vice president, operations, Mr. Onetto is responsible for manufacturing,

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materials management, quality, new product introduction, information technology, logistics and repair operations. Mr. Onetto joined Solectron after a 15-year career with GE. Most recently, he was vice president of GE’s European operations. From 1992 through 2002, he held several senior leadership positions involving global supply chain, global quality/six sigma, global process reengineering and chief information officer in GE’s Medical Systems business. Prior to GE, Mr. Onetto spent 12 years with Exxon Corporation, serving in supply-operations, information systems and finance. Mr. Onetto holds a B.A. in economics from the University of Lyon, France, an M.S. in engineering from Ecole Centrale de Lyon and a master’s degree in industrial administration from Carnegie Mellon University, Pittsburgh.

      Mr. Patel joined Solectron in 2001, and has extensive financial and senior management experience. As executive vice president and chief financial officer, Mr. Patel leads Solectron’s finance, legal, investor relations and business development activities. Mr. Patel came to Solectron after an extensive career with Cummins Inc. In his 27 years at Cummins, he served in a broad range of finance positions at the operating unit and corporate level. In 1996, he became vice president and chief financial officer of the company and was promoted to executive vice president in 1999. In 2000, Mr. Patel was the chief financial officer of iMotors, an Internet-based value-added retailer of used cars. Mr. Patel holds a master’s degree in business administration from the University of Tennessee, a bachelor’s degree in electrical engineering, and is a certified public accountant.

      Mr. Purvis joined Solectron in 2003 and has more than 30 years of experience in engineering and technology management. As executive vice president, design and engineering, Mr. Purvis is responsible for Solectron’s product design, engineering and product launch support capabilities. Prior to Solectron, Mr. Purvis served as chief technology officer with John Deere, where he led the engineering, information technology and corporate quality functions for the $15 billion agricultural and forestry equipment manufacturer. Previously, Mr. Purvis spent more than 16 years with Allied Signal/ Honeywell in a variety of senior design and engineering roles in the aerospace and automotive industries, including vice president of engineering for Honeywell’s aerospace electronics systems business. Mr. Purvis also has experience with electronics in the industrial, medical and analytical industries through several management and technology related positions with Monsanto, Fermi National Accelerator Laboratory, Packard Instruments and Allstate Insurance Company. Mr. Purvis holds a bachelor of science degree in applied mathematics from the University of Illinois.

      There is no family relationship among any of the executive officers.

PART II

Item 5.      Market for the Registrant’s Common Equity and Related Stockholder Matters

Common Stock Information

      The following table sets forth the quarterly high and low per share sales prices of our common stock for the fiscal periods, as quoted on the New York Stock Exchange under the symbol “SLR.”

	High		Low
Fiscal 2004
Fourth quarter	$	6.49	$	4.59
Third quarter		6.55		4.39
Second quarter		8.20		5.40
First quarter		6.89		5.11
Fiscal 2003
Fourth quarter	$	6.05	$	3.20
Third quarter		4.10		2.84
Second quarter		5.14		2.80
First quarter		4.86		1.39

      We have not paid any cash dividends since inception and do not intend to pay any cash dividends in the foreseeable future. Additionally, the covenants to our financing agreements prohibit the payment of cash dividends. As of October 31, 2004, there were 8,130 stockholders of record based on data obtained from our transfer agent.

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Item 6. Selected Financial Data

      The following selected historical financial information of Solectron has been derived from the historical consolidated financial statements and should be read in conjunction with the consolidated financial statements and the notes included therein. For further discussion of factors that could affect comparability of these consolidated financial statements, see the notes following the information.

Five-Year Selected Financial Highlights

	Years Ended August 31
	2004			2003			2002			2001			2000
	(In millions, except per-share data)
Consolidated Statements of Operations Data:
Net Sales	$	11,638.3		$	9,828.3		$	10,738.7		$	17,436.9		$	13,007.5
Operating (loss) income		(37.4	)		(2,359.8	)		(3,446.9	)		(126.2	)		655.1
(Loss) income from continuing operations		(251.8	)		(3,019.8	)		(3,070.8	)		(90.1	)		456.7
Cumulative effect of change in accounting principle		—			—			—			—			(3.5	)
Income (loss) from discontinued operations, net of tax		82.9			(442.2	)		(39.4	)		(33.4	)		44.0
Net (loss) income	$	(168.9	)	$	(3,462.0	)	$	(3,110.2	)	$	(123.5	)	$	497.2
Basic net income (loss) per share:
Continuing operations	$	(0.29	)	$	(3.65	)	$	(3.93	)	$	(0.14	)	$	0.76
Cumulative effect of change in accounting principle		—			—			—			—			—
Discontinued operations		0.10			(0.53	)		(0.05	)		(0.05	)		0.07
	$	(0.19	)	$	(4.18	)	$	(3.98	)	$	(0.19	)	$	0.83
Diluted net income (loss) per share:
Continuing operations	$	(0.29	)	$	(3.65	)	$	(3.93	)	$	(0.14	)	$	0.73
Cumulative effect of change in accounting principle		—			—			—			—			—
Discontinued operations		0.10			(0.53	)		(0.05	)		(0.05	)		0.07
	$	(0.19	)	$	(4.18	)	$	(3.98	)	$	(0.19	)	$	0.80

	August 31
	2004		2003		2002		2001		2000
Consolidated Balance Sheet Data*
Working capital	$	2,507.3	$	1,718.9	$	3,654.8	$	6,014.8	$	5,411.4
Total assets		5,817.0		6,529.5		11,014.0		13,079.9		10,375.6
Long-term debt		1,221.4		1,824.4		3,183.9		5,027.5		3,319.5
Stockholders’ equity		2,378.8		1,422.0		4,772.7		5,150.7		3,802.1

*  Continuing and discontinued operations

      Beginning in fiscal 2003, Solectron classified certain expense items differently than in prior periods. Solectron has revised previously reported consolidated financial information to conform the expense classifications to the current presentation. None of these reclassifications had any impact on net loss or net loss per share for the periods presented. These reclassifications were:

      1. In fiscal 2003, Solectron began reporting other income and expense items as a separate line item rather than including such items in selling, general and administrative expenses. Accordingly, Solectron reclassified other income of $29.1 million from selling, general and administrative expenses to other income — net and

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$75.7 million of gains on retirement of debt from a separate non-operating line item to other income — net in fiscal 2002. In fiscal 2001, Solectron also reclassified other income of $60.0 million from selling, general and administrative expenses to other (expense) income — net.

      2. In fiscal 2003, Solectron classified certain items in cost of sales that in previous periods were included in selling, general and administrative expenses. Accordingly, Solectron reclassified $23.2 million and $52.1 million from selling, general and administrative expenses to cost of sales in fiscal 2002 and 2001, respectively.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

      With the exception of historical facts, the statements contained in this annual report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor provisions set forth in the Exchange Act. These forward-looking statements relate to matters including, but not limited to:

•  future sales and operating results;

•  future prospects and growth;

•  our ability to improve our gross profit margins;

•  the capabilities and capacities of our business operations;

•  any financial or other guidance, including interest expense savings;

•  our business strategy and our ability to execute on such strategy;

•  the anticipated financial impact of recent and future acquisitions and divestitures;

•  the timing and amount of our planned restructuring activities and related estimated cost savings;

•  the expansion of our low-cost manufacturing capacity and redirection of our manufacturing operations to lower-cost facilities;

•  our ability to maintain a long-term cost structure to support improved operating efficiency and margins;

•  the anticipated production levels and revenues of manufacturing and supply agreements with customers;

•  the potential impact of, and our strategies for addressing, our current litigation and environmental liability exposure; and

•  various other forward-looking statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

      We intend that our forward-looking statements be subject to the safe harbors created by the Exchange Act. The forward-looking statements are generally accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect” and other similar words and statements. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect, including those discussed under the heading “Risk Factors” in this report and in our reports filed with the Securities and Exchange Commission on Forms 10-K,10-Q, 8-K and S-3. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from our anticipated outcomes. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. The inclusion of forward-looking information should not be regarded as a representation by our company or any other person that the future events, plans or expectations contemplated by Solectron will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements contained in the documents incorporated by reference herein, whether as a result of new information, future events or otherwise.

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Overview

      We provide a range of worldwide manufacturing and integrated supply chain services to electronics companies. Our revenue is generated from sales of our services primarily to customers in the Computing & Storage, Networking, Communications, Consumer, Industrial, and Automotive markets.

      Sales to a relatively small number of customers historically have made up a significant portion of our net sales and we expect that trend to continue in the future. Sales to our ten largest customers accounted for 59.8%, 60.6%, and 68.1% for fiscal 2004, 2003, and 2002, respectively. Currently, our largest customer, Cisco Systems, accounted for 10% or more of our net sales for fiscal 2004, 2003 and 2002.

      The EMS industry experienced rapid change and growth over the past decade as an increasing number of OEMs outsourced an increasing portion of their manufacturing requirements. In 2001, the industry’s revenue declined as a result of significant reduction in end-market demand, which was consistent with the overall global economic downturn. Beginning in the second quarter of fiscal 2001, we initiated the restructuring of our operations in light of the global economic downturn. The measures, which included reducing the workforce, consolidating facilities and changing the strategic focus of a number of sites, were intended to align our capacity and infrastructure to anticipated customer demand, transition our operations to lower cost regions and rationalize our footprint worldwide. Additionally, we decided to divest selected business operations that are not central to our strategy. These business operations have been accounted for as discontinued operations. Our revenues from continuing operations have increased over the last year as customer production requirements have risen during the economic recovery, and we are winning business with new and existing customers.

Summary of Results

      The following table sets forth, for the three year periods indicated, certain key operating results and other financial information (in millions):

	Years Ended August 31
	2004		2003			2002
Net sales	$	11,638.3	$	9,828.3		$	10,738.7
Gross profit		580.3		442.0			504.9
Selling, general and administrative expense		440.9		566.1			658.2
Income (loss) on discontinued operations		82.9		(442.2	)		(39.4	)

      Net sales for fiscal 2004 increased 18.4% to $11.6 billion compared to $9.8 billion for the fiscal 2003. Our sales levels during fiscal year 2004 were stronger across all our primary markets. The increase in net sales represents stronger demand from existing programs, as well as growth from new and existing customers. Net sales for fiscal 2003 decreased 8.5% to $9.8 billion compared to $10.7 billion for fiscal 2002. The decrease in net sales was primarily the result of weakness in end markets for networking, communications and computing and storage (particularly PC/notebooks). The weaknesses in these areas were partially offset by strength in our high-end computing and storage, consumer, industrial and automotive markets.

      Gross profit improved to 5.0% for fiscal 2004 compared to 4.5% and 4.7% for fiscal 2003 and 2002, respectively. The improvement in gross profit is primarily the result of the execution of our Lean Six Sigma manufacturing initiative (“Lean Initiative”), increased discipline in the implementation of our quote process, and improved capacity utilization. The Lean Initiative has begun to give us improved flexibility, quality, and operational effectiveness and efficiency. The Lean Initiative encompasses identifying value added activities, conducting these activities without interruption whenever a customer requests them, and performing them more effectively. In general, the Lean Initiative in our manufacturing environment attempts to provide customers with what they require using more efficient human effort, equipment, time and space. The increased discipline in the implementation of our quote process has involved centralizing the process, standardizing the cost models used to evaluate programs, raising decision making authority to more senior levels within the company, emphasizing the expected returns to Solectron in deciding what pricing to offer and accept, and implementing profitability-based sales force compensation.

      Selling, general and administrative (SG&A) expense (including research and development costs) continued to decline in fiscal 2004. SG&A expense was 3.8%, 5.8% and 6.1% as a percentage of net sales for fiscal 2004, 2003, and

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2002, respectively. The reduction in SG&A expense as a percentage of net sales, is a result of our restructuring activities, divestures and other cost reduction initiatives.

      During fiscal 2004, we completed the sale of six of our seven discontinued operations: Dy 4 Systems, Inc., Kavlico Corporation, SMART Modular Technologies, Inc., Stream International Inc., our 63% interest in US Robotics Corporation, and Force Computers, Inc. In addition, we entered into an agreement to sell the last discontinued operation, our MicroTechnology business, in the fourth quarter of fiscal 2004. On October 18, 2004 we completed the divesture of our MicroTechnology business operations. Total gross proceeds from the sale of all discontinued operations were approximately $550 million.

      We have made significant progress in reducing our outstanding debt during the year ended August 31, 2004. In fiscal 2004, we completed the early settlement of approximately 94% of our outstanding 7.25% ACES debentures and the cash settlement of $950.0 million of our outstanding LYONs. These two actions decreased our outstanding debt by approximately $2.0 billion and increased equity by approximately $1.0 billion. The net effect of reducing debt and increasing equity improved our debt-to-capital ratio from 66% at the end of fiscal 2003 to 34% at the end of fiscal 2004. Our short-term debt is now $25.1 million and our remaining long-term debt of $1.2 billion has an average maturity of 5 years.

Key Performance Indicators

      Management regularly reviews the following financial performance indicators to assess the Company’s operating results. The following table sets forth, for the quarterly periods indicated, certain of management’s key financial performance indicators.

	Three Months Ended
	August 31, 2004		May 31, 2004		February 28, 2004		November 30, 2003		August 31, 2003
Inventory turns		7.5 turns		7.5 turns		7.4 turns		7.4 turns		6.6 turns
Days sales outstanding (DSO)		47 days		47 days		49 days		50 days		53 days
Days payable outstanding (DPO)		47 days		46 days		48 days		48 days		46 days
Cash-to-cash cycle (C2C)		49 days		49 days		50 days		50 days		59 days
Capital expenditures (in millions)		$48.3		$32.8		$31.5		$37.0		$40.7

      Inventory turns is calculated as the ratio of cost of sales compared to the average inventory for the quarter. The improvement in inventory turns during fiscal 2004 was primarily the result of: (1) our disciplined and focused effort on material and production planning and, (2) continued implementation of the Lean Initiative in our manufacturing sites around the world. DSO is calculated as the ratio of average accounts receivable, net, for the quarter compared to daily net sales for the quarter. DSO has declined due to an increased focus on collection activity and ensuring compliance with the terms and conditions of our contracts. DPO is calculated as the ratio of average accounts payable during the quarter compared to daily cost of sales for the quarter. The C2C cycle is determined by taking the ratio of 360 days compared to inventory turns plus DSO minus DPO. The C2C cycle has declined primarily as a result of improvements in both inventory turns and DSO, partially offset by lower DPO. Capital expenditures are primarily related to equipment purchases supporting increased demand, new programs, and information technology projects.

Critical Accounting Policies

      Management is required to make judgments, assumptions and estimates that affect the amounts reported when we prepare consolidated financial statements and related disclosures in conformity with generally accepted accounting principles in the United States. Note 1, “Summary of Significant Accounting Policies,” to the consolidated financial statements describes the significant accounting policies and methods used in the preparation of our consolidated financial statements. Estimates are used for, but not limited to, our accounting for contingencies, allowance for doubtful accounts, inventory valuation, goodwill and intangible asset impairments, restructuring costs, and income taxes. Actual results could differ from these estimates. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.

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Inventory Valuation

      Our inventories are stated at the lower of weighted average cost or market. Our industry is characterized by rapid technological change, short-term customer commitments and rapid changes in demand, as well as any other lower of cost or market considerations. We make provisions for estimated excess and obsolete inventory based on our regular reviews of inventory quantities on hand and the latest forecasts of product demand and production requirements from our customers. Our provisions for excess and obsolete inventory are also impacted by our contractual arrangements with our customers including our ability or inability to re-sell such inventory to them. If actual market conditions or our customers’ product demands are less favorable than those projected or if our customers are unwilling or unable to comply with any contractual arrangements related to excess and obsolete inventory, additional provisions may be required.

Allowance for Doubtful Accounts

      We evaluate the collectability of our accounts receivable based on a combination of factors. Where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations to us, we record a specific allowance against amounts due to us and thereby reduce the net receivable to the amount we reasonably believe is likely to be collected. For all other customers, we recognize allowances for doubtful accounts based on the length of time the receivables are outstanding, industry and geographic concentrations, the current business environment and our historical experience. If the financial condition of our customers deteriorates or if economic conditions worsen, additional allowances may be required.

Goodwill

      In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”, we review the carrying amount of goodwill for impairment on an annual basis during the fourth quarter (as of June 1). Additionally, we perform an impairment assessment of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Significant changes in circumstances can be both internal to our strategic and financial direction, as well as changes to the competitive and economic landscape. With the change in operating segments as of Sept 1, 2003, we determined that there was a single reporting unit for the purpose of goodwill impairment tests under SFAS No. 142. For purposes of assessing the impairment of our goodwill, we estimate the value of the reporting unit using our market capitalization as the best evidence of fair value. This fair value is then compared to the carrying value of the reporting unit. If the fair value of the reporting unit is less than its carrying value, we then allocate the fair value of the unit to all the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit’s fair value was the purchase price to acquire the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of the goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The process of evaluating the potential impairment of goodwill is subjective and requires judgment at many points during the test including future revenue forecasts, discount rates and various reporting unit allocations.

Intangible Assets

      Our intangible assets consist primarily of intellectual property agreements and other intangible assets obtained from asset acquisitions. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Impairment is measured by comparing the intangible assets carrying amounts to the fair values as determined using discounted cash flow models. There is significant judgment involved in determining these cash flows.

Restructuring and Related Impairment Costs

      Over the past few years, we have recorded restructuring and impairment costs as we rationalized our operations in light of customer demand declines and the economic downturn. These restructuring and impairment charges include employee severance and benefit costs, costs related to leased facilities that have been abandoned and subleased, owned facilities no longer used by us which will be disposed of, costs related to leased equipment that has been abandoned or returned to the lessor, and impairment of owned equipment that will be disposed of. For owned facilities and equipment, the impairment loss recognized was based on the fair value less costs to sell, with fair value

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estimated based on existing market prices for similar assets. Severance and benefit costs and other costs associated with restructuring activities initiated prior to January 1, 2003 were recorded in compliance with EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” Severance and benefit costs associated with restructuring activities initiated on or after January 1, 2003 are recorded in accordance with SFAS No. 112, “Employer’s Accounting for Postemployment Benefits,” as we concluded that we had a substantive severance plan. In accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, the estimated lease loss accrued for leased facilities that have been abandoned and subleased after January 1, 2003 represents the fair value of the lease liability as measured by the present value of future lease payments subsequent to abandonment less the present value of any estimated sublease income. For those facilities abandoned and subleased as part of restructuring activities under EITF Issue No. 94-3, the estimated lease loss represents payments subsequent to abandonment less any estimated sublease income. In order to estimate future sublease income, we work with a real estate broker to estimate the length of time until we can sublease a facility and the amount of rent we can expect to receive. Our estimates of expected sublease income could change based on factors that affect our ability to sublease those facilities such as general economic conditions and the real estate market, among others.

Income Taxes

      We currently have significant deferred tax assets in certain jurisdictions resulting from tax credit carry-forwards, net operating losses and other deductible temporary differences, which will reduce taxable income in such jurisdictions in future periods. We have provided valuation allowances for future tax benefits resulting from foreign net operating loss carry-forwards and for certain other U.S. and foreign deductible temporary differences where we believe future realizability is in doubt. SFAS No. 109 requires a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized, and further provides that it is difficult to conclude that a valuation allowance is not needed when there is negative evidence in the form of cumulative losses in recent years. Therefore, cumulative losses weigh heavily in the overall assessment. We established a valuation allowance in the third quarter of fiscal 2003 for most of our deferred tax assets because prior losses and an uncertain future outlook did not support projections of profitability sufficient to establish our ability to use those deferred tax assets in future periods. We have not yet established sustained profitability since that time which would support recognition of deferred tax assets generated in prior and current periods. As a result of our assessment, we increased our total valuation allowance on deferred tax assets arising from continuing operations to approximately $1.6 billion at August 31, 2004. We expect to record a full valuation allowance on future tax benefits until we reach a sustained level of profitability in the countries in which deferred tax assets arise.

      We have established contingency reserves for income taxes in various jurisdictions in accordance with SFAS No. 5 “Accounting for Contingencies”. The estimate of appropriate tax reserves is based upon the amount of prior tax benefit which might be at risk upon audit and upon the reasonable estimate of the amount at risk. We periodically reassesses the amount of such reserves and adjusts reserve balances as necessary.

Loss Contingencies

      We are subject to the possibility of various loss contingencies arising in the ordinary course of business (for example, environmental and legal matters). We consider the likelihood and our ability to reasonably estimate the amount of loss in determining the necessity for, and amount of, any loss contingencies. Estimated loss contingencies are accrued when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate information available to us to determine whether any such accruals should be adjusted. Such revisions in the estimates of the potential loss contingencies could have a material impact in our consolidated results of operations and financial position.

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Results of Operations for Fiscal Years 2004, 2003 and 2002

      The following table summarizes certain items in the consolidated statements of operations as a percentage of net sales. The financial information and the discussion below should be read in conjunction with the accompanying consolidated financial statements and notes thereto. The discussion following the table is provided separately for continuing and discontinued operations. In fiscal 2004 and 2003, certain operations we planned to divest qualified for discontinued operations classification. Accordingly, our consolidated statements of operations include these results in discontinued operations for all periods presented. Information related to the discontinued operations results is provided separately following the continuing operations discussion.

			Years Ended August 31
			2004			2003			2002
Net sales				100.0	%		100.0	%		100.0	%
Cost of sales				95.0			95.5			95.3
Gross profit				5.0			4.5			4.7
Operating expenses:
	Selling, general and administrative			3.8			5.8			6.1
	Restructuring and impairment costs			1.5			6.1			7.4
	Goodwill impairment			—			16.6			23.3
		Operating loss		(0.3	)		(24.0	)		(32.1	)
Interest income				0.1			0.3			0.5
Interest expense				(1.3	)		(2.1	)		(2.2	)
Other (expense) income — net				(0.7	)		0.5			1.0
Operating loss from continuing operations before income taxes				(2.2	)		(25.3	)		(32.8	)
Income tax expense (benefit)				0.0			5.4			(4.2	)
		Loss from continuing operations		(2.2	)%		(30.7	)%		(28.6	)%
Discontinued operations:
Income (loss) from discontinued operations				0.8			(3.4	)		(0.5	)
Income tax expense (benefit)				0.1			1.1			(0.1	)
		Income (loss) on discontinued operations		0.7			(4.5	)		(0.4	)
		Net loss		(1.5	)%		(35.2	)%		(29.0	)%

Net Sales — Continuing Operations

      For the year ended August 31, 2004, net sales increased 18.4% to $11.6 billion from $9.8 billion in fiscal 2003. The increase was due to increased sales levels across all primary markets. Specific increases include a 10.1% increase in the sale of computing and storage products; a 12.4% increase in the sale of networking products; a 2.7% increase in the sale of communication products; a 72.8% increase in sales of consumer products; a 69.1% increase in the sale of industrial products; and a 21.3% increase in the sale of automotive products. The increased sales levels were due to stronger demand from existing programs, as well as growth from our new and existing customers. The consumer product market represented our largest dollar increase in revenue year-over-year at approximately $950 million. This increase in the consumer market was driven by demand for handheld devices, cellular handsets and set-top boxes in fiscal 2004.

      The decrease in fiscal 2003 from fiscal 2002 primarily resulted from weakness in end markets for networking, communications and computing and storage (particularly PC/notebooks). The weaknesses in these areas were partially offset by strength in our high-end computing and storage, consumer, industrial and automotive markets.

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      The following table depicts, for the periods indicated, revenue by market expressed as a percentage of net sales. The distribution of revenue across our markets has fluctuated, and will continue to fluctuate, as a result of numerous factors, including but not limited to: increased business from new and existing customers; fluctuations in customer demand; seasonality; and growth in market outsourcing.

	Years Ended August 31
	2004		2003		2002
Computing & Storage		30.5%		32.7%		27.8%
Networking		21.6%		22.8%		26.4%
Consumer		19.3%		13.2%		9.5%
Communications		18.8%		21.7%		23.7%
Industrial		5.4%		3.8%		2.8%
Automotive		2.6%		2.6%		1.9%
Other		1.8%		3.2%		7.9%
Total		100.0%		100.0%		100.0%

International Sales

      International locations contributed 72.3% of consolidated net sales in fiscal 2004, compared with 67.3% in fiscal 2003 and 68.2% in fiscal 2002. Net sales from our international sites have grown primarily in the Asia region where we have invested to take advantage of the lower cost of operations. Net sales are attributable to the country in which the product is manufactured.

Major Customers

      Net sales to major customers as a percentage of net sales were as follows:

	Years Ended August 31
	2004	2003		2002
Cisco Systems	13.2%		11.9%		11.6%
Nortel Networks	*		12.9%		15.6%

*  less than 10%

      Our top ten customers accounted for 59.8% of net sales in fiscal 2004, 60.6% of net sales in fiscal 2003 and 68.1% of net sales in fiscal 2002. We cannot guarantee that these or any other customers will not increase or decrease as a percentage of consolidated net sales either individually or as a group. Consequently, any material decrease in sales to these or other customers could materially harm our consolidated results of operations.

      We believe that our ability to grow depends on increasing sales to existing customers and on successfully attracting new customers. Customer contracts can be canceled and volume levels can be changed or delayed. The timely replacement of delayed, canceled or reduced orders with new business cannot be ensured. In addition, we cannot assume that any of our current customers will continue to utilize our services. Consequently, our consolidated results of operations may be materially adversely affected.

Gross Profit — Continuing Operations

      Gross profit varies from period to period and is affected by a number of factors, including product mix, production efficiencies, component costs and delivery linearity, product life cycles, unit volumes, expansion and consolidation of manufacturing facilities, utilization of manufacturing capacity, pricing, competition, and unanticipated inventory charges.

      Our gross profit percentages were 5.0%, 4.5% and 4.7% for fiscal 2004, 2003 and 2002, respectively. The increase in gross profit percentage from 4.5% in fiscal 2003 to 5.0% in fiscal 2004 was primarily due to effectively implementing the Lean Initiative in our manufacturing sites around the world, increasing discipline in the implementation of our quote process and improving capacity utilization. The decrease in gross profit percentage from 4.7% in fiscal 2002 to

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4.5% in fiscal 2003 was primarily due to continued inefficiencies associated with reduced demand, pricing pressure within our industry, and the transition of production capacity from higher cost to lower cost regions.

      We continue to implement a number of initiatives to improve our gross profit: (1) Lean Initiative to improve flexibility, quality, and operational effectiveness and efficiency; (2) further improving capacity utilization; (3) ensuring contractual relationships reflect value added by our operations; (4) a disciplined pricing model; (5) engaging with our customers in collaborative design; and (6) profitability-based sales force compensation.

      During the second quarter of fiscal 2003, we recorded a charge of approximately $76.3 million related to excess and obsolete inventory. During the fourth quarter of fiscal 2002, we recorded a charge of approximately $97.0 million to reduce the carrying value of excess and obsolete inventory. Both charges were the result of the depressed condition in the telecommunications market.

      In the foreseeable future, our overall gross profit will depend primarily on several factors, including but not limited to, product mix, production efficiencies, utilization of manufacturing capacity, pricing within the electronics industry, and component costs. Over time, gross profit may continue to fluctuate.

      Sales of inventory previously written down or written off have not been significant and have not had any material impact on our gross profit to date.

Selling, General and Administrative (SG&A) Expenses — Continuing Operations

      SG&A expenses decreased $125.2 million, or 22.1%, for fiscal 2004 compared to fiscal 2003. SG&A expenses decreased $92.1 million, or 14.0%, for fiscal 2003 compared to fiscal 2002. As a percentage of net sales, SG&A expenses decreased to 3.8% in fiscal 2004, 5.8% in fiscal 2003, and 6.1% in fiscal 2002. In fiscal 2004, the functional alignment of the organization and resulting SG&A cost reduction initiatives drove the improvement. Furthermore, headcount reductions and other SG&A expense reductions (including depreciation expense) resulting from our restructuring initiatives and divestures also contributed to the decrease over the past three fiscal years.

Restructuring and Impairment Costs — Continuing Operations

      In recent years, we have initiated a series of restructuring measures in light of the economic downturn. The measures, which included reducing the workforce, and consolidating facilities, have been intended to align our capacity and infrastructure to anticipated customer demand and transition our operations to lower cost regions. This has enhanced our ability to provide cost-effective manufacturing service offerings, which enables us to retain and expand our existing relationships with customers and attract new business.

      We have recognized restructuring costs of $129.3 million, $431.5 million and $561.9 million (excluding goodwill and intangible asset impairments) during fiscal 2004, 2003 and 2002, respectively.

      In the fourth quarter of fiscal 2004, we committed to a plan to incur approximately $20.0 million in new restructuring charges. These restructuring actions are to further consolidate facilities, reduce the workforce in Europe and North America and impair certain long-lived assets. These restructuring actions will result in future savings in salaries and benefits and depreciation expense that would impact cost of goods sold and SG&A expenses in the consolidated statements of operations. Of the $20.0 million in planned restructuring charges, approximately $14.0 million relates to severance charges, $5.6 million relates to the impairment of certain long-lived assets and the remaining amount relates to program transfer costs. We expect to complete these new restructuring actions by the end of fiscal 2005.

      Excluding the new activity noted above, restructuring costs over the past three fiscal years includes the elimination of approximately 26,600 full time positions primarily in the Americas and Europe regions. In addition, these charges relate to the closure and consolidation of facilities and impairment of certain long-lived assets. These restructuring activities are substantially complete as of August 31, 2004. However, we expect to incur nominal restructuring charges which will consist of both cash and non-cash charges during the next fiscal year as we continue to sell the restructured long-lived assets and revise previous estimates. Revisions to estimates will primarily be due to changes in assumptions used for the facility lease loss accrual.

      While we believe our capacity is appropriate for current revenue levels, we continue to evaluate our cost structure relative to future financial results and customer demand. If our estimates about future financial results and

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customer demand prove to be inadequate, our consolidated financial condition and consolidated results of operations may suffer.

      See Note 14, “Restructuring,” to the consolidated financial statements for further discussion of our restructuring activities.

      In addition to restructuring charges incurred, we have also impaired certain intangible assets over the past three fiscal years. As a result of impairment tests performed during fiscal years 2004, 2003, and 2002, we recorded approximately $47.5 million, $171.7 million, and $191.2 million, respectively, in non-cash impairment charges. For fiscal 2004, the intangible impairment charges were the result of our disengagement from certain product lines. For fiscal 2002 and 2003, the intangible impairment charges were the result of reduced expectations of sales to be realized under certain supply agreements.

Goodwill Impairment — Continuing Operations

      There was no goodwill impairment in fiscal 2004. Goodwill impairment was approximately $1.6 billion and $2.5 billion for fiscal 2003 and 2002, respectively, primarily as a result of significant negative industry and economic trends that affected our operations as well as a significant decline in our stock price. See Note 15, “Goodwill and Intangible Assets,” to the consolidated financial statements for further discussion.

Interest Income — Continuing Operations

      Interest income decreased $12.0 million to $14.8 million for fiscal 2004 from $26.8 million in fiscal 2003 and $61.1 million in fiscal 2002. The decreases were due to reduced average cash, cash equivalent and short-term investment balances and lower average interest rates.

Interest Expense — Continuing Operations

      Interest expense decreased $62.9 million to $144.2 million for fiscal 2004 from $207.1 million in fiscal 2003 and $238.8 million in fiscal 2002. The decrease in interest expense during fiscal 2004 was primarily due to the retirement of approximately $1.6 billion aggregate principal amount at maturity of our Liquid Yield Option^TM Notes (LYONs) and the early settlement of approximately 94% of our outstanding 7.25% Adjustable Conversion-Rate Equity Security units (ACES) debentures during the third quarter of fiscal 2004. The decrease in interest expense during fiscal 2003 was primarily due to the retirement of approximately $7.0 billion aggregate principal amount at maturity of our LYONs during the past two fiscal years. This decrease was partially offset by the issuance in fiscal 2002 of our 7.25% and 9.625% Senior Notes due 2009 in the second quarter of fiscal 2002 for gross proceeds of approximately $1.6 billion that bear interest at higher rates than the LYONs.

^TM Trademark of Merrill Lynch & Co., Inc.

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Other (Expense) Income — Net — Continuing Operations

      Other (expense) income — net for fiscal 2004 was ($85.3) million, compared to $52.4 million in fiscal 2003 and $104.8 million in fiscal 2002. In fiscal 2004, other (expense) income — net primarily consisted of a loss resulting from the early settlement of approximately 94% of our 7.25% ACES debentures of $77.7 million and a $15.2 million loss resulting from the sale of our minority interest in ECS Holdings Limited. Other (expense) income — net primarily consists of gains on retirement of our LYONs in fiscal 2003 and fiscal 2002. The remaining components of other (expense) income — net fluctuate primarily due to foreign currency gains and losses and other miscellaneous income and expense items. The following tables provide the details of the early settlement of our 7.25% ACES debentures, the retirement of our 4.0% LYONs due 2019, the retirement of our 2.75% LYONs due 2020 and the retirement of our 3.25% LYONs due 2020 in each period presented recorded in the accompanying consolidated financial statements (in millions):

	Years Ended August 31
7.25% ACES Early Settlement	2004			2003		2002
Principal amount at maturity	$	1,012.5		$	—	$	—
Carrying value	$	1,007.5		$	—	$	—
Common stock issued		1,006.6			—		—
Cash paid		63.3			—		—
Write off of debt issuance costs		15.3			—		—
Loss included in other (expense) income — net	$	(77.7	)	$	—	$	—

	Years Ended August 31
LYONs Retirement	2004		2003		2002
Principal amount at maturity	$	1,617.5	$	1,771.1	$	5,170.2
Carrying value	$	950.2	$	1,047.8	$	2,911.0
Cash paid and payable		950.2		1,008.4		2,835.3
Gain included in other (expense) income — net	$	—	$	39.4	$	75.7

      See “Basis of Presentation” and “Recent Accounting Pronouncements,” of Note 1, “Summary of Significant Accounting Policies,” to the consolidated financial statements, for further discussion of other (expense) income — net.

Income Taxes — Continuing Operations

      Our income tax benefit was $0.3 million in fiscal 2004. We recorded income tax expense of $532.1 million in fiscal 2003 and a benefit of $449.0 million in fiscal 2002. During fiscal 2003, management determined that a valuation allowance was required with respect to deferred tax assets, which resulted in the tax expense incurred during the period. The $449.0 benefit in fiscal 2002 was primarily the result of losses incurred in those periods. Our effective income tax benefit rate for continuing operations was approximately 12.8% in fiscal 2002.

      In prior years, the effective income tax rate had been largely a function of the balance between income and losses from domestic and international operations. Our international operations, taken as a whole, have been subject to tax at a lower rate than operations in the United States, primarily due to tax holidays granted to several of our overseas sites in Malaysia, Singapore and China. The Malaysian tax holiday is effective through January 2012, subject to certain conditions, including maintaining certain levels of research and development expenditures. The Singapore tax holiday is effective through March 2011, subject to certain conditions. Several of our China sites have separate tax holiday agreements.

      Certain of our offshore operations are reporting taxable profits, mostly arising in low-cost locations. Accordingly, we are recognizing some tax expense related to those operations. We will not be able to offset this tax expense with unrecognized deferred tax assets described above, because, for the most part, those assets did not arise in the jurisdictions where we are realizing taxable profits.

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Liquidity and Capital Resources — Continuing Operations

      Cash, cash equivalents, and short-term investments decreased to approximately $1.4 billion at August 31, 2004 from approximately $1.5 billion at August 31, 2003. The table below, for the periods indicated, provides selected consolidated cash flow information (in millions):

	Years Ended August 31
	2004			2003			2002
Net cash (used in) provided by operating activities of continuing operations	$	(8.9	)	$	281.2		$	2,053.4
Net cash provided by (used in) investing activities of continuing operations		497.1			384.8			(972.1	)
Net cash used in financing activities of continuing operations		(510.4	)		(1,016.3	)		(1,776.6	)

      We used cash from operating activities of $8.9 million during fiscal year 2004. This use of cash was the result of a $251.8 million loss from continuing operations, a $144.3 million increase in accounts receivable, net, a $134.1 million increase in inventories offset by a $139.7 million increase in accounts payable, non-cash depreciation and amortization charges of $226.9 million, non-cash impairment charge for property, equipment and intangible assets of $107.7 million and loss on the retirement of debt of $77.7 million. The rise in inventory levels and accounts payable is due to an increase in forecasted demand from our customers. Accounts receivable, net, has increased in conjunction with higher net sales.

      We generated cash from investing activities of $497.1 million during fiscal year 2004 primarily due to net proceeds of $508.0 million received from the disposition of six of our discontinued operations.

      We used cash from financing activities of $510.4 million during fiscal year 2004 primarily due to the payment to retire LYONs for $950.2 million offset by $436.5 million of net proceeds generated from the issuance of 0.5% convertible senior notes and $111.1 million of net proceeds generated from the issuance of common stock.

      As of August 31, 2004, we had available a $500 million revolving credit facility that expires on August 20, 2007. This revolving credit facility was secured in August 2004. It amends and updates the previous $250 million credit facility. Our revolving credit facility is guaranteed by certain of our domestic subsidiaries and secured by the pledge of domestic accounts receivable, inventory and equipment, the pledge of equity interests in certain of our subsidiaries and notes evidencing intercompany debt. Borrowings under the credit facility bear interest, at our option, at the London Interbank offering rate (LIBOR) plus a margin of 2.25% based on our current senior secured debt ratings, or the higher of the Federal Funds Rate plus 1/2 of 1% or Bank of America N.A.’s publicly announced prime rate. As of August 31, 2004, there were no borrowings outstanding under this facility. We are subject to compliance with certain financial covenants set forth in these facilities including, but not limited to, capital expenditures, cash interest coverage and leverage. We were in compliance with all applicable covenants as of August 31, 2004.

      On October 28, 2003 Standard and Poor’s downgraded our senior unsecured debt rating to “B+” with a stable outlook. On October 31, 2003 Moody’s downgraded our senior unsecured debt rating to “B1” with a stable outlook. These rating downgrades increase our cost of capital should we borrow under our revolving lines of credit, and may make it more expensive for us to raise additional capital in the future. Such capital raising activities may be on terms that may not be acceptable to us or otherwise not available. On June 22, 2004, Standard and Poor’s affirmed our senior unsecured rating and revised our outlook to positive from stable.

      In addition, we had $32.1 million in committed and $176.6 million in uncommitted foreign lines of credit and other bank facilities as of August 31, 2004 relating to continuing operations. A committed line of credit obligates a lender to loan us amounts under the credit facility as long as we adhere to the terms of the credit agreement. An uncommitted line of credit is extended to us at the sole discretion of a lender. The interest rates range from the bank’s prime lending rate to the bank’s prime rate plus 1.0%. As of August 31, 2004, borrowings and guaranteed amounts were $5.4 million under committed and $12.1 million under uncommitted foreign lines of credit. Borrowings are payable on demand. The weighted-average interest rate was 3.8% for committed and 2.4% for uncommitted foreign lines of credit as of August 31, 2004.

      During fiscal 2004, we issued 17.1 million shares of common stock for total net proceeds of $81.7 million. These net proceeds of $81.7 million in part, along with an additional common stock issuance of 105.6 million shares were used to early settle approximately 94% of our 7.25% ACES. As of August 31, 2004, $63.0 million of the

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ACES debentures remained outstanding. On August 15, 2004, the remaining ACES debentures were remarketed and the interest rate was reset at 7.97%. The proceeds from the remarketing will be used to satisfy the holders’ obligation to purchase Solectron’s common stock in November 2004. The 7.97% ACES debentures are due on November 15, 2006.

      Holders of our 3.25% LYONs due November 2020 had the option to require us to repurchase their notes on May 20, 2004 in an amount of $587.46 per $1,000 principal amount for a total of approximately $953.0 million. Solectron repurchased 1.6 million LYONS for approximately $950.2 million in cash during the third quarter of fiscal 2004. In addition, our $150.0 million aggregate principal amount of 7.375% senior notes is due on March 1, 2006, our $500.0 million aggregate principal amount of 9.625% senior notes is due on February 15, 2009, and our $450.0 million aggregate principal amount of 0.5% convertible senior notes is due on February 15, 2034.

      We have synthetic lease agreements relating to four manufacturing sites. The synthetic leases have expiration dates in August 2007. At the end of the lease term, we have an option, subject to certain conditions, to purchase or to cause a third party to purchase the facilities subject to the synthetic leases for the “Termination Value,” which approximates the lessor’s original cost for each facility, or we may market the property to a third party at a different price. We are entitled to any proceeds from a sale of the properties to third parties in excess of the Termination Value and liable to the lessor for any shortfall not to exceed 85% of the Termination Value. We provided loans to the lessor equaling approximately 85% of the Termination Value for each synthetic lease. These loans are repayable solely from the sale of the properties to third parties in the future, are subordinated to the amounts payable to the lessor at the end of the synthetic leases, and may be credited against the Termination Value payable if we purchase the properties. The approximate aggregate Termination Values and loan amounts are $101.3 million and $86.1 million, respectively, as of August 31, 2004.

      In addition, cash collateral of $15.2 million is pledged for the difference between the aggregate Termination Values and the loan amounts. Each synthetic lease agreement contains various affirmative and financial covenants. A default under a lease, including violation of these covenants, may accelerate the termination date of the arrangement. Effective August 31, 2004, we amended our cash interest coverage and leverage covenants, and eliminated its minimum cash, minimum tangible net worth, and minimum liquidity covenants. We were in compliance with all applicable covenants as of August 31, 2004. Monthly lease payments are generally based on the Termination Value and 30-day LIBOR index (1.49% as of August 31, 2004) plus an interest-rate margin, which may vary depending upon our Moody’s Investors’ Services and Standard and Poor’s ratings, and are allocated between the lessor and us based on the proportion of the loan amount to the Termination Value for each synthetic lease.

      We account for these synthetic lease arrangements as operating leases in accordance with SFAS No. 13, “Accounting for Leases,” as amended. Our loans to the lessor and cash collateral were included in other long-term assets and cash, cash equivalents and short-term investments, respectively, in the consolidated balance sheets.

      Solectron has determined that it is probable that the expected fair value of the properties at the end of each of the various synthetic lease terms will be less than the applicable Termination Value, and the expected shortfall of $14.9 million is being recognized on a straight-line basis over the remaining lease term, beginning June 1, 2004.

      We believe that our current cash, cash equivalents, short-term investments, lines of credit and cash anticipated to be generated from continuing operations and divestitures of our discontinued operation will satisfy our expected working capital, capital expenditures, debt service and investment requirements through at least the next 12 months.

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      The following is a summary of certain obligations and commitments as of August 31, 2004 for continuing operations:

	Payments Due by Period
	Total		FY05		FY06		FY07		FY08		FY09		Thereafter
	(In millions)
Long term debt	$	1,210.6	$	—	$	172.8	$	72.4	$	0.1	$	500.1	$	465.2
Operating lease		197.6		57.5		35.1		28.3		17.7		14.0		45.0
Operating leases for restructured facilities and equipment		71.8		30.5		14.3		12.1		6.8		3.8		4.3
Other(1)		256.1		256.1		—		—		—		—		—
	$	1,736.1	$	344.1	$	222.2	$	112.8	$	24.6	$	517.9	$	514.5

(1)  We have guaranteed various purchase commitments for materials, supplies and services incurred during the normal course of business.

      Other long-term liabilities of $55.9 million disclosed on the financial statements includes deferred tax liabilities related to timing differences, which due to their nature are not projected.

Off Balance Sheet Arrangements and Contractual Obligations

      Our off-balance sheet arrangements and contractual obligations consist of our synthetic and operating leases, our interest rate swap instrument related to our long-term debt (described in the “We are exposed to interest rate fluctuations” Risk Factor), our foreign exchange contracts (described in the “We are exposed to fluctuations in foreign currency exchange rates” Risk Factor), and certain indemnification provisions related to our six divestures (described in the “Discontinued Operations” portion below).

      A tabular presentation of our contractual obligations is provided in the “Liquidity and Capital Resources” portion of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Discontinued Operations

      During fiscal 2003 and fiscal 2004, as a result of a full review of our portfolio of businesses, we committed to a plan to divest a number of business operations that are no longer part of our strategic plan for the future. In accordance with SFAS No. 144, we have reported the results of operations and financial position of these businesses in discontinued operations within the consolidated statements of operations and balance sheets for all periods presented. The companies that we have divested and are in the process of divesting and that are included in discontinued operations are: Dy 4 Systems Inc., Kavlico Corporation, Solectron’s MicroTechnology division, SMART Modular Technologies Inc., Stream International Inc., our 63% interest in US Robotics Corporation, and Force Computers, Inc.

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      The collective results from all discontinued operations for all periods presented were as follows (in millions):

			Years Ended August 31
			2004			2003			2002
Net sales			$	1,264.9		$	1,872.1		$	1,537.5
Cost of sales				1,061.8			1,598.5			1,335.6
Gross profit				203.1			273.6			201.9
	Operating expenses — net			111.6			606.5			264.6
		Operating income (loss)		91.5			(332.9	)		(62.7	)
Interest income — net				1.4			1.5			3.7
Other (expense) income — net				(2.0	)		1.4			1.4
Income (loss) before income taxes				90.9			(330.0	)		(57.6	)
Income tax expense (benefit)				8.0			112.2			(18.2	)
	Income (loss) on discontinued operations, net of tax		$	82.9		$	(442.2	)	$	(39.4	)

     Fiscal 2004

      Net sales, gross profit, operating expenses — net, and interest income — net from discontinued operations decreased for the year ended August 31, 2004 as compared to the same period in fiscal 2003 due to the sale of six discontinued operations during fiscal 2004. In addition, the aggregate pre-tax gain from the sale of all six discontinued operations of $190.6 million was recorded in operating expenses — net for fiscal 2004. In addition, we recorded $123.8 million in operating expenses — net in restructuring and impairment costs (including goodwill) in fiscal 2004 compared to $370.1 million in fiscal 2003.

      The sales agreements for all six divestitures contain certain indemnification provisions under which Solectron may be required to indemnify the buyer of the divested business for liabilities, losses, or expenses arising out of breaches of covenants and certain breaches of representations and warranties relating to the condition of the business prior to and at the time of sale. In aggregate, Solectron is generally contingently liable for up to $81.5 million for a period of 12 to 24 months subsequent to the completion of the sale. As of August 31, 2004, there were no liabilities recorded under these indemnification obligations.

     Fiscal 2003

      Sales and gross profit increased in fiscal 2003 from fiscal 2002 primarily due to fiscal 2003 including a full year of operations for all the discontinued operations while fiscal 2002 included partial results as four of our seven discontinued operations were acquired in fiscal 2002. Operating expenses increased in fiscal 2003 primarily due to a $370.1 million in restructuring and impairment costs (including goodwill) recorded during fiscal 2003 relating to the discontinued operations. Income tax expense increased significantly in fiscal 2003 from fiscal 2002 primarily due to approximately $95.7 million charge recorded to establish valuation allowances against deferred tax assets related to the discontinued operations.

Recent Developments

      On September 2, 2004, Marty Neese was appointed as Executive Vice President, Worldwide Sales and Account Management. Mr. Neese most recently was vice president of worldwide sales operations at Sanmina-SCI, where he was responsible for all customer relationship activities. Prior to that position, Mr. Neese led Sanmina-SCI’s program management activities. In addition, he spent six years at Jabil Circuit as an SMT line production manager and director of business development. He also served as a battery commander and battalion supply and logistics officer in the U.S. Army. Mr. Neese holds a master’s degree in business administration from the University of Florida and a bachelor’s degree in quantitative business systems from the U.S. Military Academy.

      On September 10, 2004, we completed the sale of our minority interest in ECS Holdings Limited (ECS) for approximately $16 million in cash.

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      On October 18, 2004, we completed the divesture of our MicroTechnology business operations to Francisco Partners.

RISK FACTORS

Most of our net sales come from a small number of customers; if we lose any of these customers, our net sales could decline significantly.

      Most of our annual net sales come from a small number of our customers. Our ten largest customers accounted for approximately 59.8%, 60.6%, and 68.1% of net sales from continuing operations in fiscal years 2004, 2003, and 2002, respectively. One of these customers individually accounts for more than ten percent of our annual net sales. Any material delay, cancellation or reduction of orders from these or other major customers could cause our net sales to decline significantly, and we may not be able to reduce the accompanying expenses at the same time. We cannot guarantee that we will be able to retain any of our largest customers or any other accounts, or that we will be able to realize the expected revenues under existing or anticipated supply agreements with these customers. Our business, market share, consolidated financial condition and results of operations will continue to depend significantly on our ability to obtain orders from new customers, retain existing customers, realize expected revenues under existing and anticipated supply agreements, as well as on the consolidated financial condition and success of our customers and their customers.

      Net sales may not improve, and could decline, in future periods if there is continued or resumed weakness in customer demand, particularly in the telecommunications and computing sectors, resulting from worldwide economic conditions. In addition, in connection with our efforts to improve our gross profits, we are engaged in pricing discussions with certain current customers on specific programs where we feel we are presently under-compensated for the services and value that we provide. Where we are not able to reach mutual agreement with a customer on price adjustments, we have mutually agreed with the customer to transition the business in question to a new supplier. While we believe our disengagement from specific programs with certain customers will ultimately advance our efforts to return to sustained profitability, there can be no assurance that such disengagements will not result in a loss of significant revenue, a lowering of our capacity utilization at affected sites, and other adverse financial effects.

Our customers may cancel their orders, change production quantities or locations, or delay production.

      To remain competitive, EMS companies must provide increasingly rapid product turnaround, at increasingly competitive prices, for their customers. We generally do not have long-term contractual commitments from our top customers. As a result, we cannot guarantee that we will continue to receive any net sales from our customers. Customers may cancel their orders, change production quantities or delay production for a number of reasons outside of our control. Many of our customers’ industries have recently experienced a significant decrease in demand for their products and services, as well as substantial price competition. The generally uncertain economic condition of several of our customers’ industries has resulted, and may continue to result, in some of our customers delaying purchases on some of the products we manufacture for them, and placing purchase orders for lower volumes of products than previously anticipated. Cancellations, reductions or delays by a significant customer or by a group of customers would seriously harm our results of operations by reducing the volumes of products manufactured by us for the customers and delivered in that period. Furthermore, delays in the repayment of our expenditures for inventory in preparation for customer orders and lower asset utilization in those periods would result in lower gross profits. In addition, customers may require that manufacturing of their products be transitioned from one facility to another to achieve cost and other objectives. Such transfers, if unanticipated or not properly executed, could result in various inefficiencies and costs, including excess capacity and overhead at one facility and capacity constraints and related strains on our resources at the other, disruption and delays in product deliveries and sales, deterioration in product quality and customer satisfaction, and increased manufacturing and scrap costs.

We may not be able to sell excess or obsolete inventory to customers or third parties, which could have a material adverse impact on our consolidated financial condition.

      The majority of our inventory purchases and commitments are based upon demand forecasts that our customers provide to us. The customers’ forecasts, and any changes to the forecasts, including cancellations, may lead to on-

27

hand inventory quantities and on-order purchase commitments that are in excess of the customers’ revised needs, or that become obsolete.

      We generally enter into supply agreements with our significant customers. Under these supply agreements, the extent of our customer’s responsibility for excess or obsolete inventory related to raw materials that were previously purchased or ordered to meet that customer’s demand forecast is defined. If our customers do not comply with their contractual obligations to purchase excess or obsolete inventory back from us and we are unable to use or sell such inventory, our consolidated financial condition could be materially harmed. Some of our customers are in the telecommunications industry, an industry that in recent years has experienced declining revenue, large losses, negative cash flows, and several bankruptcies or defaults on borrowing arrangements. In the past, some of our customers have defaulted on their obligations to purchase inventory back from us. There is a risk that, in the future, these or other customers may not purchase inventory back from us despite contractual obligations, which could harm our consolidated financial condition if we are unable to sell the inventory at carrying value. In addition, enforcement of these supply agreements may result in material expenses, delays in payment for inventory and/or disruptions in our customer relationships.

      We are responsible for excess and obsolete inventory resulting from inventory purchases in excess of inventory needed to meet customer demand forecasts at the time the purchase commitments were made, as well as any inventory purchases not made pursuant to the customer’s responsibility under our supply agreements. For inventory which is not the customer’s responsibility, provisions are made when required to reduce any such excess or obsolete inventory to its estimated net realizable value, based on the quantity of such inventory on hand, our customers’ latest forecasts of production requirements, and our assessment of available disposition alternatives such as use of components on other programs, the ability and cost to return components to the vendor, and our estimates of resale values and opportunities. These assessments are necessarily based upon various assumptions and market conditions which are subject to rapid change, and/or which may ultimately prove to be inaccurate. Any material changes in our assumptions or market conditions could have a significant effect on our estimates of net realizable value, could necessitate material changes in our provisions for excess and obsolete inventory, and could have a material adverse impact on our consolidated financial condition. In addition, in the normal course of business, bona fide disagreements may arise over the amount and/or timing of such claims, and in order to avoid litigation expenses, collection risks, or disruption of customer relationships, we may elect to settle such disputes for lesser amounts than we believe we should be entitled to recover. In these instances, we must bear the economic loss of any such excess or obsolete inventory, which could have a material adverse impact on our consolidated financial condition. For example, we recorded a charge of $76.3 million related to excess and obsolete inventory during the second quarter of fiscal 2003, and there can be no assurance that similar charges at lesser or greater levels will not be necessary in future periods.

Our non-U.S. locations represent a significant portion of our net sales; we are exposed to risks associated with operating internationally.

      Approximately 72.3%, 67.3%, and 68.2% of our net sales from continuing operations are the result of services and products manufactured in countries outside the United States during fiscal 2004, 2003, and 2002, respectively. As a result of our foreign sales and facilities, our operations are subject to a variety of risks and costs that are unique to international operations, including the following:

•  adverse movement of foreign currencies against the U.S. dollar in which our results are reported;

•  import and export duties, and value added taxes;

•  import and export regulation changes that could erode our profit margins or restrict exports and/or imports;

•  potential restrictions on the transfer of funds;

•  government and license requirements governing the transfer of technology and products abroad;

•  disruption of local labor supply and/or transportation services;

•  inflexible employee contracts in the event of business downturns;

28

•  the burden and cost of compliance with import and export regulations and foreign laws;

•  economic and political risks in emerging or developing economies; and

•  risks of conflict and terrorism that could disrupt our or our customers’ and suppliers’ businesses.

      We have been granted tax holidays, which are effective through 2012 subject to some conditions, for our Malaysian and Singapore sites. We have also been granted various tax holidays in China. These tax holidays are effective for various terms and are subject to some conditions. It is possible that the current tax holidays will be terminated or modified or that future tax holidays that we may seek will not be granted. If the current tax holidays are terminated or modified, or if additional tax holidays are not granted in the future or when our current tax holidays expire, our future effective income tax rate could increase.

We are exposed to general economic conditions, which could have a material adverse impact on our business, operating results and consolidated financial condition.

      As a result of the recent economic conditions in the U.S. and internationally, and reduced capital spending as well as uncertain end-market demand, our customers’ and therefore our sales have been difficult to forecast with accuracy. If there were to be continued or resumed weakness in these industries which we serve, or any further deterioration in the business or financial condition of our customers, it could have a material adverse impact on our business, operating results and consolidated financial condition. In addition, if the economic conditions in the United States and the other markets we serve worsen, we may experience a material adverse impact on our business, operating results and consolidated financial condition.

Possible fluctuation of operating results from quarter to quarter and factors out of our control could affect the market price of our securities.

      Our quarterly earnings and/or stock price may fluctuate in the future due to a number of factors including the following:

•  differences in the profitability of the types of manufacturing services we provide. For example, high velocity and low complexity printed circuit boards and systems assembly services have lower gross profit than low volume/complex printed circuit boards and systems assembly services;

•  our ability to maximize the hours of use of our equipment and facilities is dependent on the duration of the production run time for each job and customer;

•  the amount of automation that we can use in the manufacturing process for cost reduction varies, depending upon the complexity of the product being made;

•  our customers’ demand for our products and their ability to take delivery of our products and to make timely payments for delivered products;

•  our ability to optimize the ordering of inventory as to timing and amount to avoid holding inventory in excess of immediate production needs;

•  our ability to offer technologically advanced, cost-effective, quick response, manufacturing services;

•  fluctuations in the availability and pricing of components;

•  timing of expenditures in anticipation of increased sales;

•  cyclicality in our target markets;

•  fluctuations in our market share;

•  expenses and disruptions associated with acquisitions and divestitures;

•  announcements of operating results and business conditions by our customers;

•  announcements by our competitors relating to new customers or technological innovation or new services;

•  economic developments in the electronics industry as a whole;

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•  credit rating and stock analyst downgrades;

•  political and economic developments in countries in which we have operations; and

•  general market conditions.

      If our operating results in the future are below the expectations of securities analysts and investors, the market price of our outstanding securities could be harmed.

If we incur more restructuring-related charges than currently anticipated, our consolidated financial condition and results of operations may suffer.

      If our estimates about previous restructuring charges prove to be inadequate, our consolidated financial condition and results of operations may suffer. While we believe our capacity is appropriate for current revenue levels, we continue to evaluate our cost structure relative to future financial results and customer demand. If our estimates about future financial results and customer demand prove to be inadequate, our consolidated financial condition and consolidated results of operations may suffer.

We depend on limited or sole source suppliers for critical components. the inability to obtain sufficient components as required, and under favorable purchase terms, would cause harm to our business.

      We are dependent on certain suppliers, including limited and sole source suppliers, to provide key components used in our products. We have experienced, and may continue to experience, delays in component deliveries, which in turn could cause delays in product shipments and require the redesign of certain products. In addition, if we are unable to procure necessary components under favorable purchase terms, including at favorable prices and with the order lead-times needed for the efficient and profitable operation of our factories, our results of operations could suffer. The electronics industry has experienced in the past, and may experience in the future, shortages in semiconductor devices, including application-specific integrated circuits, DRAM, SRAM, flash memory, certain passive devices such as tantalum capacitors, and other commodities that may be caused by such conditions as overall market demand surges or supplier production capacity constraints. The inability to continue to obtain sufficient components as and when required, or to develop alternative sources as and when required, could cause delays, disruptions or reductions in product shipments or require product redesigns which could damage relationships with current or prospective customers, and increase inventory levels and costs, thereby causing harm to our business.

We potentially bear the risk of price increases associated with shortages in electronics components.

      At various times, there have been shortages of components in the electronics industry leading to increased component prices. One of the services that we perform for many customers is purchasing electronics components used in the manufacturing of the customers’ products. As a result of this service, we potentially bear the risk of price increases for these components if we are unable to purchase components at the pricing level anticipated to support the margins assumed in our agreements with our customers.

Our net sales could decline if our competitors provide comparable manufacturing services and improved products at a lower cost.

      We compete with different contract manufacturers, depending on the type of service we provide or the geographic locale of our operations, in an industry which is intensely competitive. These competitors may have greater manufacturing, financial, R&D and/or marketing resources than we have. In addition, we may not be able to offer prices as low as some of our competitors because those competitors may have lower cost structures as a result of their geographic location or the services they provide, or because such competitors are willing to accept business at lower margins in order to utilize more of their excess capacity. In that event, our net sales could decline. We also expect our competitors to continue to improve the performance of their current products or services, to reduce their current products or service sales prices and to introduce new products or services that may offer greater value-added performance and improved pricing. Any of these could cause a decline in sales, loss of market acceptance of our products or services and corresponding loss of market share, or profit margin compression. We have experienced instances in which customers have transferred certain portions of their business to competitors in response to more attractive pricing quotations than we have been willing to offer, and there can be no assurance that we will not lose

30

business in the future in response to such competitive pricing or other inducements which may be offered by our competitors.

We depend on the continuing trend of OEMS to outsource.

      A substantial factor in our past revenue growth was attributable to the transfer of manufacturing and supply-based management activities from our OEM customers. Future growth is partially dependent on new outsourcing opportunities. To the extent that these opportunities are not available, our future growth would be unfavorably impacted.

Our strategic relationships with major customers create risks.

      In the past several years, we completed several strategic transactions with OEM customers. Under these arrangements, we generally acquired inventory, equipment and other assets from the OEM, and leased (or in some cases acquired) their manufacturing facilities, while simultaneously entering into multi-year supply agreements for the production of their products. There has been strong competition among EMS companies for these transactions, and this competition may continue to be a factor in customers’ selection of their EMS providers. These transactions contributed to a significant portion of our past revenue growth, as well as to a significant portion of our more recent restructuring charges and goodwill and intangible asset impairments. While we do not anticipate our acquisitions of OEM plants and equipment in the near future to return to the levels at which they occurred in the recent past, there may be occasions on which we determine it to be advantageous to complete acquisitions in selected geographic and/or industry markets. As part of such arrangements, we would typically enter into supply agreements with the divesting OEMs, but such agreements generally do not require any minimum volumes of purchases by the OEM and the actual volume of purchases may be less than anticipated. Arrangements which may be entered into with divesting OEMs typically would involve many risks, including the following:

•  we may pay a purchase price to the divesting OEMs that exceeds the value we are ultimately able to realize from the future business of the OEM;

•  the integration into our business of the acquired assets and facilities may be time-consuming and costly;

•  we, rather than the divesting OEM, would bear the risk of excess capacity;

•  we may not achieve anticipated cost reductions and efficiencies;

•  we may be unable to meet the expectations of the OEM as to volume, product quality, timeliness and cost reductions; and

•  if demand for the OEM’s products declines, the OEM may reduce its volume of purchases, and we may not be able to sufficiently reduce the expenses of operating the facility or use the facility to provide services to other OEMs, and we might find it appropriate to close, rather than continue to operate, the facility, and any such actions would require us to incur significant restructuring and/or impairment charges.

      As a result of these and other risks, we may be unable to achieve anticipated levels of profitability under such arrangements and they may not result in material revenues or contribute positively to our earnings. Additionally, other OEMs may not wish to obtain logistics or operations management services from us.

If we are unable to manage future acquisitions, and cost-effectively run our operations, our profitability could be adversely affected.

      Our ability to manage and integrate future acquisitions will require successful integration of such acquisitions into our manufacturing and logistics infrastructure, and may require enhancements or upgrades of accounting and other internal management systems and the implementation of a variety of procedures and controls. We cannot guarantee that significant problems in these areas will not occur. Any failure to enhance or expand these systems and implement such procedures and controls in an efficient manner and at a pace consistent with our business activities could harm our consolidated financial condition and results of operations. In addition, we may experience inefficiencies from the management of geographically dispersed facilities and incur substantial infrastructure and working capital costs. We incurred approximately $176.8 million (including intangible impairment charges of approximately $47.5 million) of restructuring and impairment costs relating to continuing operations in fiscal 2004 and approximately $2.2 billion (including goodwill and other intangible impairment charges of approximately

31

$1.8 billion) during fiscal 2003. See also the Risk Factor entitled “If We Incur More Restructuring-Related Charges Than Currently Anticipated, Our Consolidated Financial Condition and Results of Operations May Suffer.”

Notwithstanding our divestiture of certain businesses, we will remain subject to certain indemnification obligations for a period of time after completion of the divestitures.

      The sale agreement for each of our divested businesses contains indemnification provisions under which we may be required to indemnify the buyer of the divested business for liabilities, losses, or expenses arising out of breaches of covenants and certain breaches of representations and warranties relating to the condition of the business prior to and at the time of sale. While we believe, based upon the facts presently known to us, that we have made adequate provision for any such potential indemnification obligations, it is possible that other facts may become known in the future which may subject us to claims for additional liabilities or expenses beyond those presently anticipated and provided for. Should any such unexpected liabilities or expenses be of a material amount, our finances could be adversely affected.

We are exposed to fluctuations in foreign currency exchange rates.

      We have currency exposure arising from both sales and purchases denominated in currencies other than the functional currency of our sites. Fluctuations in the rate of exchange between the currency of the exposure and the functional currency of our sites could seriously harm our business, operating results and consolidated financial condition. For example, if there is an increase in the rate at which a foreign currency is exchanged for U.S. dollars, it will require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases, and if we price our products and services in the foreign currency, we will receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products and services in U.S. dollars and competitors price their products in local currency, an increase in the relative strength of the U.S. dollar could result in our prices being uncompetitive in markets where business is transacted in the local currency.

      We enter into foreign exchange forward contracts intended to reduce the short-term impact of foreign currency fluctuations on foreign currency cash, receivables, investments and payables. The gains and losses on the foreign exchange forward contracts are intended to offset the transaction gains and losses on the foreign currency cash, receivables, investments, and payables recognized in earnings. We do not enter into foreign exchange forward contracts for speculative purposes. Our foreign exchange forward contracts related to current assets and liabilities are generally three months or less in original maturity.

      As of August 31, 2004, we had outstanding foreign exchange forward contracts with a total notional amount of approximately $665.5 million related to continuing operations. The change in value of the foreign exchange forward contracts resulting from a hypothetical 10% change in foreign exchange rates would be offset by the remeasurement of the related balance sheet items, the result of which would not be significant.

      As of August 31, 2004, the majority of our foreign currency hedging contracts were scheduled to mature in approximately three months and there were no material deferred gains or losses. In addition, our international operations in some instances act as a natural hedge because both operating expenses and a portion of sales are denominated in local currency. In these instances, although an unfavorable change in the exchange rate of a foreign currency against the U.S. dollar will result in lower sales when translated to U.S. dollars, operating expenses will also be lower in these circumstances. Although approximately 28.4% of our net sales from continuing operations in fiscal 2004 were denominated in currencies other than the U.S. dollar, we do not believe our total exposure to be significant because of natural hedges.

We are exposed to interest rate fluctuations.

      The primary objective of our investment activities is to preserve principal, while at the same time maximize yields without significantly increasing risk. To achieve this objective, we maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including government and corporate obligations, certificates of deposit and money market funds. As of August 31, 2004, substantially our entire total portfolio was scheduled to mature in less than three months. A hypothetical 10% change in interest rates would not have a material effect on the fair value of our investment portfolios.

32

      As of August 31, 2004, we had no cash equivalents and short-term investments that were subject to interest rate risk (defined as risk of loss of investment fair value due to interest rate movements). The fair value of our cash equivalents and short-term investments approximated the carrying value as of August 31, 2004.

      Interest on long-term debt instruments is payable at fixed rates. In addition, the amount of principal to be repaid at maturity is also fixed. On November 15, 2002, we entered into an interest rate swap transaction under which we pay variable rates and we receive fixed rate. The interest swap effectively converted $500 million of our long-term debt with fixed interest rate into debt with variable rates of interest. Our interest rate swap, which expires on February 15, 2009, has a total notional amount of $500 million and relates to our 9.625% $500 million senior notes. Under this swap transaction we pay an interest rate equal to the 3-month LIBOR rate plus a fixed spread. In exchange, we receive fixed interest rates of 9.625%. Our interest rate swap creates interest rate risk for us. A hypothetical 50 basis point change in interest rates would not have a material effect on our consolidated financial position, results of operations and cash flows over the next fiscal year.

Failure to attract and retain key personnel and skilled associates could hurt our operations.

      Our continued success depends to a large extent upon the efforts and abilities of key managerial and technical associates. Losing the services of key personnel could harm us. Our business also depends upon our ability to continue to attract key executives and retain senior managers and skilled associates. Failure to do so could harm our business.

Failure to comply with environmental regulations could harm our business.

      As a company in the electronics manufacturing services industry, we are subject to a variety of environmental regulations, including those relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing process as well as air quality and water quality regulations, restrictions on water use, and storm water regulations. Although we have never sustained any significant loss as a result of non-compliance with such regulations, any failure by us to comply with environmental laws and regulations could result in liabilities or the suspension of production. In addition, these laws and regulations could restrict our ability to expand our facilities or require us to acquire costly equipment or incur other significant costs to comply with regulations.

      We own and lease some contaminated sites (for some of which we have been indemnified by third parties for required remediation), sites for which there is a risk of the presence of contamination, and sites with some levels of contamination for which we may be liable and which may or may not ultimately require any remediation. We have obtained environmental insurance to reduce potential environmental liability exposures posed by some of our operations and facilities. We believe, based on our current knowledge, that the cost of any groundwater or soil clean up that may be required at our facilities would not materially harm our business, consolidated financial condition and results of operations. Nevertheless, the process of remediating contamination in soil and groundwater at facilities is costly and cannot be estimated with high levels of confidence, and there can be no assurance that the costs of such activities would not harm our business, consolidated financial condition and results of operations in the future.

We may not be able to adequately protect or enforce our intellectual property rights and could become involved in intellectual property disputes.

      Our ability to effectively compete may be affected by our ability to protect our proprietary information. We hold a number of patents, patent applications, and various other trade secrets and license rights. These patents, trade secrets, and license rights may not provide meaningful protection for our manufacturing processes and equipment innovations, or we might find it necessary to initiate litigation proceedings to protect our intellectual property rights. Any such litigation could be lengthy and costly and could harm our consolidated financial condition.

      In the past we have been and may from time to time continue to be, notified of claims that we may be infringing patents, copyrights or other intellectual property rights owned by other parties. In the event of an infringement claim, we may be required to spend a significant amount of money to develop a non-infringing alternative, to obtain licenses, and/or to defend against the claim. We may not be successful in developing such an alternative or obtaining a license on reasonable terms, if at all. Any litigation, even where an infringement claim is without merit, could result in substantial costs and diversion of resources. Accordingly, the resolution or adjudication of intellectual property disputes could have a material adverse effect on our business, consolidated financial condition and results of operations.

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Our rating downgrades make it more expensive for us to borrow money.

      On October 28, 2003 Standard and Poor’s downgraded our senior unsecured debt rating to “B+” with a stable outlook. On October 31, 2003 Moody’s downgraded our senior unsecured debt rating to “B1” with a stable outlook. These rating downgrades increase our cost of capital should we borrow under our revolving lines of credit, and may make it more expensive for us to raise additional capital in the future. Such capital raising activities may be on terms that may not be acceptable to us or otherwise not available. On June 22, 2004, Standard and Poor’s affirmed our senior unsecured rating and revised our outlook to positive from stable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      See Management’s Discussion and Analysis of Financial Condition and Results of Operations for factors related to fluctuations in the exchange rates of foreign currency and fluctuations in interest rates under “Risk Factors -We are exposed to fluctuations in foreign currency exchange rates,” and “We are exposed to interest rate fluctuations.”

Item 8. Consolidated Financial Statements and Supplementary Data

      The information required by Item 8 of Form 10-K is presented here in the following order:

	Page
Consolidated Balance Sheets		35
Consolidated Statements of Operations		36
Consolidated Statements of Stockholders’ Equity		37
Consolidated Statements of Comprehensive Loss		38
Consolidated Statements of Cash Flows		39
Notes to the Consolidated Financial Statements		41
Report of Independent Registered Public Accounting Firm		68
Financial Statement Schedule II — Valuation and Qualifying Accounts		73

34

SOLECTRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			August 31
			2004			2003
			(In millions)
ASSETS
Current assets:
	Cash and cash equivalents		$	1,412.5		$	1,425.5
	Restricted cash and cash equivalents			17.5			42.1
	Short-term investments			—			27.5
	Restricted short-term investments			—			19.9
	Accounts receivable, less allowance for doubtful accounts of $35.7 and $39.1, respectively			1,549.9			1,389.1
	Inventories			1,457.2			1,327.3
	Prepaid expenses and other current assets			192.9			270.3
	Current assets of discontinued operations			36.4			452.1
		Total current assets		4,666.4			4,953.8
Property and equipment, net				726.6			781.9
Goodwill				134.6			134.6
Other assets				277.5			396.3
Long-term assets of discontinued operations				11.9			262.9
Total assets			$	5,817.0		$	6,529.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Short-term debt		$	25.1		$	973.8
	Accounts payable			1,417.3			1,266.6
	Accrued employee compensation			175.2			161.0
	Accrued expenses			270.2			334.9
	Other current liabilities			224.9			164.7
	Current liabilities of discontinued operations			46.4			333.9
		Total current liabilities		2,159.1			3,234.9
Long-term debt				1,221.4			1,817.6
Other long-term liabilities				55.9			32.4
Long-term liabilities of discontinued operations				1.8			22.6
		Total liabilities	$	3,438.2		$	5,107.5
Commitments and contingencies
Stockholders’ equity:
	Preferred stock, $0.001 par value; 1.2 shares authorized; one share issued		$	—		$	—
	Common stock. $0.001 par value; 1,600.0 shares authorized; 963.6 and 832.6 shares issued and outstanding, respectively			1.0			0.8
	Additional paid-in capital			7,775.9			6,658.2
	Accumulated deficit			(5,209.5	)		(5,040.6	)
	Accumulated other comprehensive losses			(188.6	)		(196.4	)
		Total stockholders’ equity		2,378.8			1,422.0
Total liabilities and stockholders’ equity			$	5,817.0		$	6,529.5

See accompanying notes to consolidated financial statements.

35

SOLECTRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

			Years Ended August 31
			2004			2003			2002
			(In millions, except per-share data)
Net sales			$	11,638.3		$	9,828.3		$	10,738.7
Cost of sales				11,058.0			9,386.3			10,233.8
Gross profit				580.3			442.0			504.9
Operating expenses:
	Selling, general and administrative			440.9			566.1			658.2
	Restructuring and impairment costs			176.8			603.2			793.6
	Goodwill impairment			—			1,632.5			2,500.0
		Operating loss		(37.4	)		(2,359.8	)		(3,446.9	)
Interest income				14.8			26.8			61.1
Interest expense				(144.2	)		(207.1	)		(238.8	)
Other (expense) income — net				(85.3	)		52.4			104.8
Operating loss from continuing operations before income taxes				(252.1	)		(2,487.7	)		(3,519.8	)
Income tax (benefit) expense				(0.3	)		532.1			(449.0	)
		Loss from continuing operations	$	(251.8	)	$	(3,019.8	)	$	(3,070.8	)
Discontinued operations:
Income (loss) from discontinued operations				90.9			(330.0	)		(57.6	)
Income tax expense (benefit)				8.0			112.2			(18.2	)
	Income (loss) on discontinued operations			82.9			(442.2	)		(39.4	)
	Net loss		$	(168.9	)	$	(3,462.0	)	$	(3,110.2	)
Basic and diluted net income (loss) per share
	Continuing operations		$	(0.29	)	$	(3.65	)	$	(3.93	)
	Discontinued operations			0.10			(0.53	)		(0.05	)
	Basic and diluted net loss per share		$	(0.19	)	$	(4.18	)	$	(3.98	)
Shares used to compute basic and diluted net income (loss) per share				873.9			827.7			780.9

See accompanying notes to consolidated financial statements.

36

SOLECTRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

									Retained			Accumulated
	Common Stock					Additional			Earnings			Other			Total
						Paid-In			(Accumulated			Comprehensive			Stockholders’
	Shares			Amount		Capital			Deficit)			Losses			Equity
	(In millions)
Balances as of August 31, 2001		658.2		$	0.7	$	3,877.6		$	1,531.6		$	(259.2	)	$	5,150.7
Net loss		—		$	—	$	—		$	(3,110.2	)	$	—		$	(3,110.2	)
Foreign currency translation		—			—		—			—			(36.3	)		(36.3	)
Unrealized gain on investments		—			—		—			—			10.1			10.1
Stock issued under stock option and employee purchase plans		6.7			—		38.8			—			—			38.8
Stock and stock options issued in business combinations		160.4			0.1		2,676.1			—			—			2,676.2
Repurchase of common stock		(0.5	)		—		(4.5	)		—			—			(4.5	)
ACES stock purchase contracts		—			—		46.9			—			—			46.9
Deferred stock-based compensation from business combination		—			—		(7.2	)		—			—			(7.2	)
Other		—			—		8.2			—			—			8.2
Balances as of August 31, 2002		824.8		$	0.8	$	6,635.9		$	(1,578.6	)	$	(285.4	)	$	4,772.7
Net loss		—		$	—	$	—		$	(3,462.0	)	$	—		$	(3,462.0	)
Foreign currency translation		—			—		—			—			109.0			109.0
Unrealized loss on investments		—			—		—			—			(20.0	)		(20.0	)
Stock issued under stock option and employee purchase plans		5.1			—		15.5			—			—			15.5
Other		2.7			—		6.8			—			—			6.8
Balances as of August 31, 2003		832.6		$	0.8	$	6,658.2		$	(5,040.6	)	$	(196.4	)	$	1,422.0
Net loss		—		$	—	$	—		$	(168.9	)	$	—		$	(168.9	)
Foreign currency translation		—			—		—			—			(1.9	)		(1.9	)
Unrealized loss on investments		—			—		—			—			9.7			9.7
Stock issued under stock option and employee purchase plans		8.3			—		29.6			—			—			29.6
Stock issued		17.1			—		81.7			—			—			81.7
Settlement of equity security units		105.6			0.2		1,006.4			—			—			1,006.6
Balances as of August 31, 2004		963.6		$	1.0	$	7,775.9		$	(5,209.5	)	$	(188.6	)	$	2,378.8

See accompanying notes to consolidated financial statements.

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SOLECTRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Years Ended August 31
	2004			2003			2002
	(In millions)
Net loss	$	(168.9	)	$	(3,462.0	)	$	(3,110.2	)
Other comprehensive income (loss):
Foreign currency translation adjustments net of income tax expense of $0.0 in 2004, $1.7 in 2003, and income tax benefit of $6.3 in 2002		(1.9	)		109.0			(36.3	)
Unrealized (loss) gain on investments net of income tax benefit of $0.0 in 2004, $0.3 in 2003, and income tax expense of $0.1 in 2002		9.7			(20.0	)		10.1
Comprehensive loss	$	(161.1	)	$	(3,373.0	)	$	(3,136.4	)

      Accumulated foreign currency translation losses were $188.6 million at August 31, 2004, $186.7 million at August 31, 2003 and $295.7 million at August 31, 2002. Foreign currency translation adjustments consist of adjustments to consolidate subsidiaries that use the local currency as their functional currency and transaction gains and losses related to intercompany dollar-denominated debt that is not expected to be repaid in the foreseeable future. Accumulated unrealized loss on investments was $0 at August 31, 2004, and $9.7 million at August 31, 2003, and a gain of $10.3 million at August 31, 2002.

See accompanying notes to consolidated financial statements.

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SOLECTRON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

				Years Ended August 31
				2004			2003			2002
				(In millions)
Cash flows from operating activities of continuing operations:
	Net loss from continuing operations			$	(251.8	)	$	(3,019.8	)	$	(3,070.8	)
	Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
		Depreciation and amortization			226.9			245.7			327.3
		Amortization of debt issuance costs and accretion of discount on notes payable			49.4			84.6			137.5
		Tax benefit associated with exercise of stock options			—			—			3.6
		Loss (gain) on retirement of debt			77.7			(39.4	)		(75.7	)
		Gain on termination of interest rate swap			(5.6	)		—			—
		Deferred tax charge			(10.2	)		541.0			—
		Impairment of goodwill and intangible assets			47.5			1,804.2			2,731.7
		(Gain) loss on disposal and impairment of property and equipment, net			60.2			157.5			321.1
		Other			—			(5.2	)		23.3
		Changes in operating assets and liabilities:
			Accounts receivable, net of allowance		(144.3	)		123.4			1,037.3
			Inventories		(134.1	)		418.6			1,635.6
			Prepaid expenses and other current assets		2.8			112.7			(510.0	)
			Accounts payable		139.7			(144.4	)		(472.5	)
			Accrued expenses and other current liabilities		(67.1	)		2.3			(35.0	)
		Net cash (used in) provided by operating activities of continuing operations			(8.9	)		281.2			2,053.4
Cash flows from investing activities of continuing operations:
	Change in restricted cash, cash equivalents and short-term investments				44.5			169.8			(231.9	)
	Sales and maturities of short-term investments				27.5			252.5			665.4
	Purchases of short-term investments				—			(56.1	)		(589.9	)
	Acquisition of businesses, net of cash acquired				—			(3.8	)		(316.3	)
	Acquisition of manufacturing assets and locations				—			(45.5	)		(102.2	)
	Net proceeds from disposition of businesses				508.0			—			—
	Capital expenditures				(149.6	)		(124.6	)		(203.2	)
	Purchase of facilities previously under synthetic leases				—			—			(179.3	)
	Proceeds from sale of property and equipment				58.5			60.1			129.8
	Proceeds from sale of investments				10.4			—			—
	Advances from (to) discontinued operations				(2.4	)		84.1			(98.1	)
	Supply agreement and other				0.2			48.3			(46.4	)
		Net cash provided by (used in) investing activities of continuing operations			497.1			384.8			(972.1	)

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			Years Ended August 31
			2004			2003			2002
			(In millions)
Cash flows from financing activities of continuing operations:
	Proceeds used for ACES early settlement		$	(63.3	)	$	—		$	—
	Net repayment of bank lines of credit			(50.5	)		(85.0	)		(193.3	)
	Proceeds from issuance of ACES and Senior Notes			436.5			—			1,553.8
	Net proceeds from termination of interest rate swap			6.0			—			—
	Repurchase of LYONS			(950.2	)		(967.5	)		(2,835.9	)
	Net payments on long-term debt			—			—			(318.2	)
	Common stock repurchase			—			—			(4.5	)
	Net proceeds from issuance of common stock			111.1			7.8			38.8
	Other			—			28.4			(17.3	)
		Net cash used in financing activities of continuing operations		(510.4	)		(1,016.3	)		(1,776.6	)
Effect of exchange rate changes on cash and cash equivalents				9.3			32.9			(25.4	)
Net decrease in cash and cash equivalents				(13.0	)		(317.4	)		(720.7	)
Cash and cash equivalents at beginning of period — continuing operations				1,425.5			1,742.9			2,463.6
Cash and cash equivalents at end of period — continuing operations			$	1,412.5		$	1,425.5		$	1,742.9
SUPPLEMENTAL DISCLOSURES
Cash paid (received) during the period:
	Income taxes		$	6.6		$	(199.6	)	$	(70.5	)
	Interest		$	100.8		$	133.4		$	70.9
Non-cash investing and financing activities:
	Issuance of common stock for business combination, net of cash acquired		$	—		$	—		$	2,528.8
	Early settlement of ACES for stock		$	1,006.6		$	—		$	—
Cash and cash equivalents at beginning of period — discontinued operations			$	32.8		$	39.0		$	18.7
Cash acquired by acquiring discontinued operations			$	—		$	—		$	20.0
Cash (used in) provided by discontinued operations			$	(32.8	)	$	(6.2	)	$	0.3
Cash and cash equivalents at end of periods — discontinued operations			$	—		$	32.8		$	39.0

See accompanying notes to consolidated financial statements.

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Note 1. Summary of Significant Accounting Policies

      Basis of Presentation: The accompanying consolidated financial statements include the accounts of Solectron Corporation and its subsidiaries after elimination of intercompany accounts and transactions.

      Year End: Solectron’s financial reporting year ends on the last Friday in August. All fiscal years presented contained 52 weeks. For purposes of presentation in the accompanying consolidated financial statements and notes, Solectron has indicated its accounting years end on August 31.

      Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

      Cash Equivalents and Short-Term Investments: Cash equivalents are highly liquid investments purchased with an original maturity at the date of purchase of less than three months. Short-term investments are investment grade short-term debt instruments with original maturities greater than three months. These debt securities are classified as available-for-sale securities. Such investments are recorded at fair value as determined from quoted market prices, and the cost of securities sold is determined based on the specific identification method. Unrealized gains or losses are reported as a component of comprehensive income or loss, net of related tax effect.

      Restricted Cash, Cash Equivalents and Short-Term Investments: These assets are carried at fair values and are restricted as collateral for specified obligations under certain lease agreements.

      Allowance for Doubtful Accounts: Solectron evaluates the collectibility of accounts receivable based on a combination of factors. In cases where Solectron is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, Solectron records a specific allowance against amounts due, and thereby reduces the net recognized receivable to the amount management reasonably believes will be collected. For all other customers, Solectron recognizes allowances for doubtful accounts based on the length of time the receivables are outstanding, industry and geographic concentrations, the current business environment and historical experience.

      Inventories: Inventories are stated at the lower of weighted average cost or market. Solectron’s industry is characterized by rapid technological change, short-term customer commitments and rapid changes in demand, as well as any other lower of cost or market considerations. Solectron makes provisions for estimated excess and obsolete inventory based on regular reviews of inventory quantities on hand and the latest forecasts of product demand and production requirements from customers. Provisions for excess and obsolete inventory are also impacted by Solectron’s contractual arrangements with their customers including their ability or inability to re-sell such inventory to them.

      Solectron executes supply agreements with its most significant customers. Under these supply agreements, the customer’s responsibility for excess or obsolete inventory related to raw materials that were purchased or ordered to meet customers’ demand forecasts is defined. Each supply agreement specifies the agreed upon definition of excess and obsolete inventory and the procedures for disposition including the extent of Solectron’s right to sell the inventory back to the customer. The supply agreements generally allow a period of time during which Solectron and their customers work together to reduce or eliminate the amount of potentially excess and obsolete inventory. After the expiration of the specified time periods, Solectron may exercise a contractual right to sell all, or portions of, the remaining excess and obsolete inventory back to the customer. Unanticipated disagreements may arise concerning our customer’s contractual obligations pursuant to these supply agreements which may require additional provisions for inventory upon settlement. These settlements are recorded as a direct charge to cost of goods sold.

      Property and Equipment: Property and equipment are recorded at cost. Depreciation and amortization are computed based on the shorter of the estimated useful lives or the related lease terms, using the straight-line method. Estimated useful lives are presented below.

Machinery, equipment, and computer software	2-7 years
Furniture and fixtures	3-5 years
Leasehold improvements	estimated life or lease term
Buildings	15-50 years

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      Property and equipment are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset when an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value.

      Goodwill and Intangible Assets: Statement of Financial Accounting Standards (“SFAS”) No. 142 requires goodwill to be tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired, rather than being amortized as previous accounting standards required. Furthermore, SFAS No. 142 requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. Solectron elected to early adopt this accounting standard effective September 1, 2001.

      In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”, Solectron reviews the carrying amount of goodwill for impairment on an annual basis during the fourth quarter (as of June 1). Additionally, Solectron performs an impairment assessment of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. Significant changes in circumstances can be both internal to Solectron’s strategic and financial direction, as well as changes to the competitive and economic landscape. With the change in operating segments as of Sept 1, 2003, Solectron determined that there was a single reporting unit for the purpose of goodwill impairment tests under SFAS No. 142. For purposes of assessing the impairment of Solectron’s goodwill, Solectron estimates the value of the reporting unit using its market capitalization as the best evidence of fair value. This fair value is then compared to the carrying value of the reporting unit. If the fair value of a reporting unit is less than its carrying value, Solectron then allocates the fair value of the unit to all the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit’s fair value was the purchase price to acquire the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of the goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The process of evaluating the potential impairment of goodwill is subjective and requires judgment at many points during the test including future revenue forecasts, discount rates and various reporting unit allocations.

      Intangible assets consist primarily of supply agreements and intellectual property obtained in asset purchase transactions. These assets are included within other assets within the consolidated balance sheets and are carried at cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset (if any) are less than the carrying value of the asset when an impairment loss is recognized, the carrying amount of the asset is reduced to its estimated fair value.

      Income Taxes: Solectron uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. When necessary, a valuation allowance is recorded to reduce tax assets to an amount for which realization is more likely than not. The effect of changes in tax rates is recognized in the period in which the rate change occurs. Solectron provides accruals for contingent tax liabilities in accordance with SFAS No. 5 “Accounting for Contingencies”.

      Net Loss Per Share: Basic net loss per share and diluted net loss per share are calculated using the weighted-average number of common shares outstanding during the period. Potential shares of common stock and their effects on income were excluded from the diluted loss per share calculations because the effect would be antidilutive.

      Revenue Recognition: Solectron’s net sales from continuing operations are primarily derived from product manufacturing including, but not limited to, PCBA, sub-system and system assembly. Solectron also offers services consisting of repair and warranty services. Revenue from manufacturing services and product sales is recognized when goods are shipped, title and risk of ownership have passed, the price to the buyer is fixed or determinable and recoverability is reasonably assured. Revenue from other services which is less than 10% is recognized as the services are performed.

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      Employee Stock Plans: As it is permitted by SFAS No. 123, “Accounting for Stock-Based Compensation,” amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” Solectron accounts for its employee stock plans, which generally consist of fixed stock option plans and an employee stock purchase plan, using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. In general, as the exercise price of all options granted under these plans is equal to the market price of the underlying common stock on the grant date, no stock-based employee compensation expense is recognized. In certain situations, under these plans, options to purchase shares of common stock may be granted at less than fair market value, which results in compensation expense equal to the difference between the market value on the date of grant and the purchase price. This expense is recognized over the vesting period of the options and included in operations. However, such expense amount has not been significant. The table below sets out the pro forma amounts of net loss and net loss per share that would have resulted for all fiscal years presented, if Solectron accounted for its employee stock plans under the fair value recognition provisions of SFAS No. 123.

	2004			2003			2002
	(In millions, except per-share data)
Net loss as reported	$	(168.9	)	$	(3,462.0	)	$	(3,110.2	)
Stock-based employee compensation expense determined under fair value method, net of related tax effects		(60.5	)		(107.0	)		(94.7	)
Pro forma net loss	$	(229.4	)	$	(3,569.0	)	$	(3,204.9	)
Net loss per share
Basic and diluted — as reported	$	(0.19	)	$	(4.18	)	$	(3.98	)
Basic and diluted — pro forma	$	(0.26	)	$	(4.31	)	$	(4.10	)

      Stock based employee compensation expense determined under the fair value method, net of related tax effects, included $6.5 million, $13.8 million and $19.0 million of expense relating to discontinued operations during the fiscal years 2004, 2003 and 2002, respectively.

      For purposes of computing pro forma net loss, the fair value of each option grant and Employee Stock Purchase Plan purchase right is estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used to value the option grants and purchase rights are stated below.

Stock Options	2004		2003		2002
Expected life of options		3.9 years		3.9 years		3.8 years
Volatility		75%		79%		70%
Risk-free interest rate		2.30% to 3.06%		1.93% to 2.30%		3.01% to 3.98%
Dividend yield		zero		zero		zero

Employee Stock Purchase Plan	2004	2003	2002
Expected life of purchase right	6 months	6 months	6 months
Volatility	77%	79%	70%
Risk-free interest rate	1.00% to 1.70%	0.99% to 1.51%	1.74% to 2.27%
Dividend yield	zero	zero	zero

      Foreign Currency: For foreign subsidiaries using the local currency as their functional currency, assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. In addition, Solectron records adjustments to remeasure dollar denominated loans to subsidiaries that are permanent in nature. The effects of these adjustments are reported in other comprehensive loss. Exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved and remeasurement adjustments for foreign operations where the U.S. dollar is the functional currency are included in operating results. To date, the effects of such transaction gains and losses and remeasurement adjustments on Solectron’s operations have not been material.

      Derivative Instruments: All derivative instruments are recorded on the balance sheet at fair value. If the derivative is designated as a cash flow hedge, the effective portion of changes in the fair value of the derivative is recorded in other comprehensive loss and is recognized in the statement of operations when the hedged item affects

43

earnings. Ineffective portions of changes in the fair value of cash flow hedges are immediately recognized in earnings. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings in the current period. For derivative instruments not designated as hedging instruments under SFAS No. 133, changes in fair values are recognized in operating results in the current period.

Recent Accounting Pronouncements:

      In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities (VIE),” (revised December 2003 by FIN No. 46R), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN No. 46R, which was issued in December 2003, replaces FIN No. 46. Solectron is required to apply FIN No. 46R to variable interests in VIEs created after December 31, 2003. For variable interests in VIEs created before January 1, 2004, the Interpretation will be applied beginning on January 1, 2005. For any VIEs that must be consolidated under FIN No. 46R that were created before January 1, 2004, the assets, liabilities and non-controlling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN No. 46R first applies may be used to measure the assets, liabilities and non-controlling interest of the VIE. Management believes the adoption of FIN No. 46R will not have a material impact on Solectron’s consolidated financial position, results of operations or cash flows as Solectron does not have any interest in VIEs.

      In December 2003, the SEC issued Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition.” SAB 104 supercedes SAB 101, “Revenue Recognition in Financial Statements.” The primary purpose of SAB 104 is to rescind accounting guidance contained in SAB 101 related to multiple element revenue arrangements, superceded as a result of the issuance of Emerging Issues Task Force (EITF) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” Additionally, SAB 104 rescinds the SEC’s Revenue Recognition in Financial Statements Frequently Asked Questions and Answers (“the FAQ”) issued with SAB 101 that had been codified in Topic 13, Revenue Recognition. Selected portions of the FAQ have been incorporated into SAB 104. While the wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not have a material impact on Solectron’s consolidated financial position, results of operations or cash flows.

      In March 2004, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” EITF 03-1 provides guidance on other-than-temporary impairment models for marketable debt and equity securities accounted for under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and SFAS No. 124, “Accounting for Certain Investments Held by Not-for-Profit Organizations,” and non-marketable equity securities accounted for under the cost method. The EITF developed a basic three-step model to evaluate whether an investment is other-than-temporarily impaired. On September 30, 2004, the FASB approved the issuance of FASB Staff Position (FSP) EITF 03-1-1, which delays the effective date until additional guidance is issued for the application of the recognition and measurement provisions of EITF 03-1 to investments in securities that are impaired. Solectron does not expect the adoption of EITF 03-1 to have a material effect on its consolidated financial position, results of operations or cash flows.

      In September 2004, the EITF reached a consensus on Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share.” EITF 04-8 requires that all issued securities that have embedded conversion features that are contingently exercisable upon the occurrence of a market-price condition should be in the calculation of diluted earnings per share, regardless of whether the market price trigger has been met. EITF 04-8 will become effective in the period when the proposed amendment to SFAS No. 128, “Earnings per Share”, becomes effective. The adoption of EITF 04-8 will not materially impact Solectron’s diluted earnings per share.

      Reclassifications: Beginning in fiscal 2003, Solectron classified certain expense items differently than in prior periods. Solectron has revised prior period consolidated financial information to conform the expense classifications to

44

the current presentation. None of these reclassifications had any impact on net loss or net loss per share for the periods presented. These reclassifications are:

      1. In fiscal 2003, Solectron began reporting other income and expense items as a separate line item rather than including such items in selling, general and administrative expenses. Accordingly, Solectron reclassified other income of $29.1 million from selling, general and administrative expenses to other income-net and $75.7 million of gains on retirement of debt from a separate non-operating line item to other (expense) income-net in fiscal 2002.

      2. In fiscal 2003, Solectron classified certain items in cost of sales that in previous periods were included in selling, general and administrative expenses. Accordingly, Solectron reclassified $23.2 million from selling, general and administrative expenses to cost of sales in fiscal 2002.

      In addition, Solectron classified research and development costs differently than in prior periods. Solectron now classifies research and development costs as selling, general and administrative expense. Previously, research and development costs was a separate line item on the consolidated statements of operations. Solectron has revised prior year consolidated financial information to conform the expense classifications to the current presentation. Selling, general and administrative expense now includes $24.1 million, $25.4 million and $18.5 million of research and development expenses for fiscal 2004, 2003 and 2002, respectively.

Note 2. Cash, Cash Equivalents and Short-term Investments

      Cash, cash equivalents and short-term investments (related to continuing operations and including restricted amounts) as of August 31, 2004 and 2003, consisted of the following (in millions):

		Cash and Cash		Short-Term
August 31, 2004		Equivalents		Investments
Cash		$	521.5	$	—
Money market funds			908.5		—
	Total	$	1,430.0	$	—

August 31, 2003
Cash		$	713.2	$	19.9
Money market funds			543.5		—
Market auction securities			—		21.9
Corporate obligations			210.9		5.6
	Total	$	1,467.6	$	47.4

      Restricted cash, cash equivalents and short-term investments are restricted as collateral for specified obligations under certain lease agreements. Short-term investments are carried at fair market value, which approximates cost. Realized and unrealized gains and losses for the fiscal years ended August 31, 2004 and 2003 were not significant.

Note 3. Inventories

      Inventories related to continuing operations as of August 31, 2004 and 2003, consisted of the following (in millions):

	August 31		August 31
	2004		2003
Raw materials	$	994.4	$	906.4
Work-in-process		224.0		220.4
Finished goods		238.8		200.5
Total	$	1,457.2	$	1,327.3

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Note 4. Property and Equipment

      Property and equipment related to continuing operations as of August 31, 2004 and 2003, consisted of the following (in millions):

	August 31		August 31
	2004		2003
Land	$	85.2	$	82.1
Building and improvements		410.5		389.2
Leasehold improvements		97.8		100.0
Furniture, fixtures, equipment and other		743.9		832.3
Computer equipment and software		326.3		317.9
		1,663.7		1,721.5
Less accumulated depreciation and amortization		937.1		939.6
Property and equipment, net	$	726.6	$	781.9

      Solectron reclassified $34.6 million from furniture, fixtures, equipment and other and $16.7 million from construction-in-process to $24.5 million in land, $23.0 million in buildings and improvement, and $3.8 million in computer equipment and software at August 31, 2003 to conform to the current year presentation.

Note 5. Lines of Credit

      As of August 31, 2004, Solectron had available a $500 million revolving credit facility that expires on August 20, 2007. In August 2004, this revolving credit facility was secured. It amends and updates the previous $250 million credit facility. The revolving credit facility is guaranteed by certain domestic subsidiaries and secured by the pledge of domestic accounts receivable, inventory and equipment, the pledge of equity interests in certain subsidiaries and notes evidencing intercompany debt. Borrowings under the credit facility bear interest, at Solectron’s option, at the London Interbank offering rate (LIBOR) plus a margin of 2.25% based on Solectron’s current senior unsecured debt ratings, or the higher of the Federal Funds Rate plus  1/2 of 1% or Bank of America N.A.’s publicly announced prime rate. As of August 31, 2004, there were no borrowings outstanding under this facility. Solectron is subject to compliance with certain financial covenants set forth in these facilities including, but not limited to, capital expenditures, cash interest coverage, and leverage. Solectron was in compliance with all applicable covenants as of August 31, 2004.

      In addition, Solectron had $32.1 million in committed and $176.6 million in uncommitted foreign lines of credit and other bank facilities as of August 31, 2004 relating to continuing operations. A committed line of credit obligates a lender to loan Solectron amounts under the credit facility as long as the terms of the credit agreement were adhered to. An uncommitted line of credit is extended to Solectron at the sole discretion of a lender. The interest rates range from the bank’s prime lending rate to the bank’s prime rate plus 1.0%. As of August 31, 2004, borrowings and guaranteed amounts were $5.4 million under committed and $12.1 million under uncommitted foreign lines of credit. Borrowings on all these facilities are payable on demand. As of August 31, 2004, borrowing and guaranteed amounts of committed and uncommitted foreign lines of credit of $10.6 million and $6.9 millions are recorded in short-term debt and accounts payable, respectively, in the consolidated balance sheets. The weighted-average interest rate was 3.8% for committed and 2.4% for uncommitted foreign lines of credit as of August 31, 2004.

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Note 6. Long-term Debt

      Long-term debt related to continuing operations at August 31, 2004 and 2003, consisted of the following (in millions):

	2004		2003
9.625% senior notes, face value of $500.0, fair values of $551.3 in 2004 and $532.5 in 2003, due 2009	$	519.4	$	516.4
0.5% convertible senior notes, face value of $450.0, fair value of $389.8 due 2034		450.0		—
7.375% senior notes, face value of $150.0, fair values of $156.4 in 2004 and $152.3 in 2003, due 2006		150.0		149.9
7.25% adjustable conversion-rate equity securities, face value of $64.3 and $1,100.0, 2,570,798 units outstanding in 2004 and 44,000,000 in 2003 fair values of $65.0 in 2004 and $723.6 in 2003, due 2006		63.0		1,081.6
2.75% zero-coupon convertible senior notes, face values of $15.2 and $15.9 fair values of $9.9 in 2004 and $9.0 in 2003, due 2020		9.9		10.1
3.25% zero-coupon convertible senior notes, face values of $5.0 and $1,622.6, fair values of $3.0 in 2004 and $912.7 in 2003, due 2020		3.0		—	*
Other, fair values of $26.1 and $59.6		26.1		59.6
Total long-term debt	$	1,221.4	$	1,817.6

*  As of August 31, 2003, remaining carrying amount of $931 million was classified in short-term debt as the holders of these notes had the right to require Solectron to repurchase them on May 20, 2004

9.625% Senior Notes

      On February 8, 2002, Solectron issued an aggregate principal amount of $500 million of 9.625% senior notes due 2009. Solectron is required to pay interest on the notes in cash on February 15 and August 15 of each year. The indenture governing the terms of these notes contains restrictive provisions, which limit Solectron and its subsidiaries from making distributions on their capital stock, investments, incurring debt, issuing preferred stock and engaging in assets sales, among other provisions. As of August 31, 2004, the carrying amount of the notes was $498.0 million and the $21.4 million fair market value of the interest rate swap (See Note 7, “Financial Instruments”) were classified as long-term debt. Additionally, Solectron was in compliance with the restrictive provisions of the indenture at August 31, 2004.

0.5% Convertible Senior Notes due 2034

      On February 17, 2004, Solectron issued $450 million of convertible senior notes, or 450,000 notes in $1,000 denomination, to qualified buyers in reliance on Rule 144A under the Securities Act. The notes are unsecured and unsubordinated indebtedness of Solectron and will mature on February 15, 2034. The notes are convertible into shares of common stock of Solectron at any time prior to maturity, redemption or repurchase by Solectron, if (1) the price of our common stock issuable upon conversion of a note reaches 120% of the conversion price of the notes, or $11.60, (2) the notes have been called for redemption, (3) specified corporate transactions occur, or (4) the trading price of the notes fall below 95% of the average conversion value. The initial conversion rate is 103.4468 shares per each $1,000 principal amount of notes, subject to adjustment in certain circumstances. This is equivalent to a conversion price of approximately $9.67 per share.

      Interest on the notes will be paid on February 15 and on August 15 of each year. On or after February 20, 2011, Solectron will have the option to redeem all or a portion of the notes that have not been previously purchased, repurchased or converted, at 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest and liquidated damages owed, if any, up to, but excluding, the date of the purchase. Holders of the notes may require Solectron to purchase all or a portion of the notes for cash on each of February 15, 2011, 2014, 2019, 2024, and 2029 at a price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest, and liquidated damages owed, if any, up to, but excluding, the date of repurchase. Holders will have the option, subject to certain conditions, to require Solectron to repurchase any notes held by such holder in the event of a

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“change in control”, as defined, at a price of 100% of the principal amount of the notes plus accrued and unpaid interest and liquidated damages owed, if any, up to, but excluding, the date of repurchase.

      The net proceeds of $436.5 million were applied to repurchase Solectron’s 3.25% LYONs indebtedness on May 20, 2004. As of August 31, 2004, the carrying amount of the notes of $450.0 million was classified as long-term debt.

7.375% Senior Notes

      In March 1996, Solectron issued $150 million aggregate principal amount of senior notes. These notes are in denominations and have a maturity value of $1,000 each and are due on March 1, 2006. Interest is payable semiannually at a rate of 7.375% per annum. The notes may not be redeemed prior to maturity. As of August 31, 2004, the carrying amount of the notes of $150.0 million was classified as long-term debt.

Adjustable Conversion-Rate Equity Securities (ACES)

      In fiscal 2002, Solectron closed its public offering of $1.1 billion, or 44 million units, of 7.25% ACES. Each ACES unit has a stated amount of $25.00 and consists of (a) a contract requiring the holder to purchase, for $25.00, a number of shares of Solectron common stock to be determined on November 15, 2004, based on the average trading price of Solectron’s common stock at that time and certain specified settlement rates ranging from 2.1597 shares of Solectron’s common stock per purchase contract to 2.5484 shares of Solectron’s common stock per purchase contract (subject to certain anti-dilution adjustments); and (b) a $25 principal amount of 7.25% subordinated debenture due 2006. Solectron received gross proceeds of approximately $1.1 billion from the transaction. Solectron allocated $46.9 million to the fair value of the purchase contracts and recorded this amount in additional paid-in capital. The debentures initially were held and pledged for Solectron’s benefit to secure the holders’ obligation to purchase Solectron’s common stock on November 15, 2004.

      On May 12, 2004, Solectron finalized the early settlement of 41.4 million units of its outstanding 7.25% ACES for 2.5484 shares of common stock and $1.97 in cash per unit (includes $0.44 in cash per unit for accrued interest as of the settlement date). As a result of the ACES early settlement offer, Solectron issued 105.6 million shares of common stock at a fair market value of $1.0 billion and recorded a $77.7 million loss in other (expense) income — net.

      On August 15, 2004, the remaining ACES debentures were remarketed and the interest rate was reset at 7.97% which had no financial statement impact. The proceeds from the remarketing will be used to satisfy the holders’ obligation to purchase Solectron’s common stock in November 2004. As of August 31, 2004, the remaining carrying amount of these ACES of $63.0 million was classified as long-term debt.

Liquid Yield Option Notes (LYONs)

      In November 2000, Solectron issued 2.9 million LYONs at an issue price of $524.78 per note, which resulted in gross proceeds to Solectron of approximately $1.5 billion. These notes are unsecured and unsubordinated indebtedness of Solectron. Solectron will pay no interest prior to maturity. Each note yields 3.25% with a maturity value of $1,000 on November 20, 2020. Each note is convertible to common shares at any time by the holder at a conversion rate of 11.7862 shares per note. Holders may require Solectron to purchase all or a portion of their notes on May 20, 2004, November 20, 2005 and November 20, 2010, at prices of $587.46, $616.57 and $724.42 per note, respectively, payable in cash or common stock at the option of Solectron. Also, each holder had the right to require Solectron to repurchase all or a portion of such holder’s notes if a change in control of Solectron occurred on or before May 20, 2004. On May 20, 2004, Solectron repurchased approximately 1.6 million LYONs for a total of $950.2 million in cash. As of August 31, 2004, 5,000 LYONs remain outstanding at a carrying value of approximately $3.0 million.

      In May 2000, Solectron issued 4.025 million LYONs at an issue price of $579.12 per note, which resulted in gross proceeds to Solectron of approximately $2.3 billion. These notes are unsecured and unsubordinated indebtedness of Solectron. Solectron will pay no interest prior to maturity. Each note has a yield of 2.75% with a maturity value of $1,000 on May 8, 2020. Each note is convertible at any time by the holder to common shares at a conversion rate of 12.3309 shares per note. Holders are able to require Solectron to purchase all or a portion of their notes on May 8, 2003 and 2010, at prices of $628.57 and $761.00 per note, respectively. Also, each holder was able to require Solectron to repurchase all or a portion of such holder’s notes upon a change in control of Solectron occurring on or

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before May 8, 2003. Solectron, at its option, may redeem all or a portion of the notes at any time on or after May 8, 2003. During the first quarter of fiscal 2003, Solectron repurchased a portion of these LYONs with a carrying amount totaling $11.5 million for $11.2 million in cash, which resulted in no significant gain or loss. On March 31, 2003, Solectron announced its intention to repurchase any 2.75% LYONs put to it with cash on May 8, 2003. Accordingly, Solectron repurchased $514.2 million of these LYONs with cash during the third quarter of fiscal 2003 resulting in no significant gain or loss. Issuance costs were fully amortized as of May 8, 2003. During fiscal 2002, Solectron repurchased a portion of these LYONs with a carrying amount totaling approximately $1.9 billion for approximately $1.8 billion in cash which resulted in a gain of $63 million. As of August 31, 2004, 15,217 LYONs remain outstanding at a carrying value of approximately $9.9 million.

      The aggregate annual maturities of long-term debt related to continuing operations are as follows (in millions):

Years Ending August 31:
2006	$	170.9
2007		71.0
2008		—
2009		519.4
2010		10.0
Thereafter		450.1
Total	$	1,221.4

Note 7. Financial Instruments

Fair Value of Financial Instruments

      The fair value of Solectron’s cash, cash equivalents, accounts receivable, accounts payable and borrowings under lines of credit approximates the carrying amount due to the relatively short maturity of these items. The fair value of Solectron’s short-term investments (see Note 2, “Cash, Cash Equivalents and Short-Term Investments”) is determined based on quoted market prices. The fair value of Solectron’s long-term debt (see Note 6, “Long-Term Debt”) is determined based on broker trading prices.

Derivatives

      Solectron enters into foreign exchange forward contracts intended to reduce the short-term impact of foreign currency fluctuations on foreign currency receivables, investments and payables. The gains and losses on the foreign exchange forward contracts are intended to largely offset the transaction gains and losses on the foreign currency receivables, investments, and payables recognized in operating results. Solectron does not enter into foreign exchange forward contracts for speculative purposes. Solectron’s foreign exchange forward contracts related to current assets and liabilities are generally three months or less in original maturity.

      As of August 31, 2004, Solectron had outstanding foreign exchange forward contracts with a total notional amount of approximately $665.5 million related to continuing operations.

      Solectron uses interest rate swaps to hedge its mix of short-term and long-term interest rate exposures resulting from Solectron’s debt obligations. As of August 31, 2004, Solectron had interest rate swaps outstanding under which it pays variable rates and receives fixed rates. The interest rate swaps have a total notional amount of $500 million, relating to the 9.625% $500 million senior notes expiring on February 15, 2009. Under the swap transactions, Solectron pays an interest rate equal to the 3-month LIBOR rate plus a fixed spread. In exchange, Solectron receives a fixed interest rate of 9.625% on the $500 million. The swaps effectively replace the fixed interest rate that the Company must pay on all its 9.625% senior notes with variable interest rate. The swaps are designated as fair value hedges under SFAS No. 133.

      The fair value of the outstanding derivatives referred to above was not significant.

      For all derivative transactions, Solectron is exposed to counterparty credit risk to the extent that the counterparties may not be able to meet their obligations towards Solectron. To manage the counterparty risk,

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Solectron limits its derivative transactions to those with major financial institutions. Solectron does not expect to experience any material adverse financial consequences as a result of default by Solectron’s counterparties.

      During fiscal 2004, Solectron settled another $500 million swap contract related to the $1.1 billion ACES at the time of the early settlement of the ACES debentures. The settlement of that swap contract resulted in a gain of approximately $5.6 million, which was recorded in other (expense) income — net.

      During fiscal 2003, Solectron settled its swaps related to the senior notes and received cash proceeds of approximately $26 million. This gain is being amortized over the remaining life of the senior notes.

      Financial instruments that potentially subject Solectron to concentrations of credit risk consist of cash, cash equivalents, short-term investments and trade accounts receivable. Solectron’s short-term investments are managed by recognized financial institutions which follow Solectron’s investment policy. Such investment policy limits the amount of credit exposure in any one issue and requires the investment securities to be investment grade short-term debt instruments. Concentrations of credit risk in accounts receivable resulting from sales to major customers are discussed in Note 13, “Major Customers”. Solectron generally does not require collateral for sales on credit. However, for customers that have limited financial resources, Solectron may require coverage for this risk including standby letters of credit, prepayments and consignment of inventories. Solectron also monitors extensions of credit and the financial condition of its major customers.

Note 8. Commitments and Contingencies

Synthetic Leases

      Solectron has synthetic lease agreements relating to four manufacturing sites related to continuing operations. The synthetic leases have expiration dates in August 2007. At the end of the lease terms, Solectron has an option, subject to certain conditions, to purchase or to cause a third party to purchase the facilities subject to the synthetic leases for the “Termination Value,” which approximates the lessor’s original cost for each facility, or may market the property to a third party at a different price. Solectron is entitled to any proceeds from a sale of the properties to third parties in excess of the Termination Value and is liable to the lessor for any shortfall not to exceed 85% of the Termination Value. Solectron has provided loans to the lessor equaling approximately 85% of the Termination Value for each synthetic lease. These loans are repayable solely from the sale of the properties to third parties in the future, are subordinated to the amounts payable to the lessor at the end of the synthetic leases, and may be credited against the Termination Value payable if Solectron purchases the properties. The approximate aggregate Termination Values and loan amounts were $101.3 million and $86.1 million, respectively, as of August 31, 2004.

      In addition, cash collateral of $15.2 million is pledged for the difference between the aggregate Termination Values and the loan amounts. Each lease agreement contains various affirmative and financial covenants. A default under a lease, including violation of these covenants, may accelerate the termination date of the arrangement. Effective August 31, 2004, Solectron amended its cash interest coverage and leverage covenants, and eliminated its minimum cash, minimum tangible net worth, and minimum liquidity covenants. Solectron was in compliance with all applicable covenants as of August 31, 2004. Monthly lease payments are generally based on the Termination Value and 30-day LIBOR index (1.49% as of August 31, 2004) plus an interest-rate margin, which may vary depending upon Solectron’s Moody’s Investors’ Services and Standard and Poor’s ratings and are allocated between the lessor and Solectron based on the proportion of the loan amount to the Termination Value for each synthetic lease.

      Solectron accounts for these synthetic lease arrangements as operating leases in accordance with SFAS No. 13, “Accounting for Leases,” as amended. Solectron’s loans to the lessor and cash collateral were included in other long-term assets and restricted cash, restricted cash equivalents and restricted short-term investments, respectively, in the consolidated balance sheets.

      During fiscal 2004, Solectron determined that it is probable that the expected fair value of the properties under the synthetic lease agreements will be less than the Termination Value at the end of the lease term. The expected shortfall of $14.9 million is being recognized on a straight-line basis over the remaining lease term, beginning June 1, 2004.

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Future Minimum Lease Obligations

      Future minimum payments for operating lease obligations related to continuing operations, including the synthetic leases discussed above, are as follows:

	Total		FY05		FY06		FY07		FY08		FY09		Thereafter
Operating lease		197.6		57.5		35.1		28.3		17.7		14.0		45.0

      Rent expense was $95.5 million, $103.7 million and $120.0 million for fiscal 2004, 2003 and 2002, respectively. Sublease income will not have a significant impact on these amounts.

Related Party Guarantees

      Solectron extends guarantees of $83.0 million in favor of vendors that supply the company’s subsidiaries. These guarantees have various expiration terms. In addition, Solectron guarantees used and unused lines of credits and debt for its own subsidiaries totaling $208.7 million as of August 31, 2004. Solectron also guarantees performance of certain subsidiaries in various transactions such as leases totaling $108.6 million as of August 31, 2004.

Legal Proceedings

      Solectron is from time to time involved in various litigation and legal matters, including the one described below. By describing the particular matter set forth below, Solectron does not intend to imply that it or its legal advisors have concluded or believe that the outcome of this particular matter is or is not likely to have a material adverse impact upon Solectron’s business or consolidated financial condition and results of operations.

      On March 6, 2003, a putative shareholder class action lawsuit was filed against Solectron and certain of its officers in the United States District Court for the Northern District of California alleging claims under Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder. The case is entitled Abrams v. Solectron Corporation et al., Case No. C-03-0986 CRB. The complaint alleged that the defendants issued false and misleading statements in certain press releases and SEC filings issued between September 17, 2001 and September 26, 2002. In particular, plaintiff alleged that the defendants failed to disclose and to properly account for excess and obsolete inventory in the former Technology Solutions business unit during the relevant time period. Additional complaints making similar allegations were subsequently filed in the same court, and pursuant to an order entered June 2, 2003, the Court appointed lead counsel and plaintiffs to represent the putative class in a single consolidated action. The Consolidated Amended Complaint, filed September 8, 2003, alleges an expanded class period of June 18, 2001 through September 26, 2002, and purports to add a claim for violation of Section 11 of the Securities Act of 1933, as amended (the “Securities Act”), on behalf of a putative class of former shareholders of C-MAC Industries, Inc., who acquired Solectron stock pursuant to the October 19, 2001 Registration Statement filed in connection with Solectron’s acquisition of C-MAC Industries, Inc. In addition, while the initial complaints focused on alleged inventory issues at the former Technology Solutions business unit, the Consolidated Amended Complaint adds allegations of inadequate disclosure and failure to properly account for excess and obsolete inventory at Solectron’s other business units. The complaint seeks an unspecified amount of damages on behalf of the putative class. Solectron believes the complaint to be without merit, and that it has valid defenses to the plaintiffs’ claims. There can be no assurance, however, that the outcome of the lawsuit will be favorable to Solectron or will not have a material adverse effect on Solectron’s business, consolidated financial condition and results of operations. In addition, Solectron may be forced to incur substantial litigation expenses in defending this litigation.

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Note 9. Retirement Plans

      Solectron has various retirement plans that cover a significant number of its eligible worldwide employees. The Company sponsors a 401(k) Plan to provide retirement benefits for its United States employees. This Plan provides for tax-deferred salary deductions for eligible employees. Employees may contribute between 1% to 15% of their annual compensation to this Plan, limited by an annual maximum amount as determined by the Internal Revenue Service. The Company also makes discretionary matching contributions, which vest immediately, as periodically determined by its Board of Directors. The Company’s matching contributions to this plan related to continuing operations totaled $6.4 million, $8.3 million, and $8.9 million, respectively, in fiscal 2004, 2003 and 2002.

      In addition, certain of the Company’s non-United States employees are covered by various defined benefit and defined contribution plans. Solectron’s expenses for these plans related to continuing operations totaled $2.3 million, $3.9 million and $2.9 million in fiscal 2004, 2003 and 2002, respectively.

Note 10. Income Taxes

      The components of income taxes (benefit) from continuing operations for the fiscal periods included in this report are as follows (in millions):

		2004			2003			2002
Current:
Federal		$	4.0		$	21.5		$	(171.9	)
State			2.7			3.2			3.3
Foreign			3.2			14.0			15.1
			9.9			38.7			(153.5	)
Deferred:
Federal			—			439.7			(212.0	)
State			—			63.5			(53.5	)
Foreign			(10.2	)		(9.8	)		(30.0	)
			(10.2	)		493.4			(295.5	)
	Total	$	(0.3	)	$	532.1		$	(449.0	)

      The overall effective income tax rate (expressed as a percentage of consolidated financial statement loss from continuing operations and before income taxes) varied from the United States statutory income tax rate for all fiscal years presented as follows:

	2004			2003			2002
Federal tax rate		35.0	%		35.0	%		35.0	%
State income tax, net of federal tax benefit		(1.1	)		(1.7	)		0.9
Income of international subsidiaries taxed at different rates		17.8			(11.8	)		(0.7	)
Tax holiday		29.7			0.4			1.6
Nondeductible goodwill and other permanent items		(7.0	)		(3.5	)		(18.5	)
Loss for which no benefit is currently realized		(79.3	)		(20.8	)		(5.5	)
Change in beginning valuation allowance		6.6			(19.0	)		—
Other		(1.6	)		—			—
Effective income tax rate		0.1	%		(21.4	)%		12.8	%

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      The tax effects of temporary differences from continuing operations that gave rise to significant portions of deferred tax assets and liabilities as of August 31, 2004 and 2003 were as follows (in millions):

		2004			2003
Deferred tax assets:
	Accruals and allowances	$	66.6		$	79.5
	State income tax		62.2			52.0
	Acquired intangible assets		445.0			487.4
	Depreciation		2.3			—
	Net operating loss carryforward and credits		908.4			732.3
	Restructuring accruals		28.3			34.3
	Capital loss carryover		180.5			—
	Other		14.9			32.6
Deferred tax assets			1,708.2			1,418.1
Valuation allowance			(1,619.8	)		(1,362.3	)
Total deferred tax assets		$	88.4		$	55.8
Deferred tax liabilities:
	Depreciation	$	(26.4	)	$	(9.4	)
	Other		(3.8	)		—
Total deferred tax liabilities			(30.2	)		(9.4	)
Net deferred tax assets		$	58.2		$	46.4

      Deferred tax assets, net of valuation allowance, were recorded in other current assets and other assets in the accompanying consolidated balance sheet. Deferred tax liabilities were recorded in their current liabilities and other liabilities. Income taxes payable of $162.4 million and $125.4 million is included in other current liabilities as of August 31, 2004 and 2003, respectively.

      The Company has U.S. federal net operating losses arising from continuing operations in its U.S. consolidated group of approximately $1,413.0 million. The net operating losses, if not utilized, will expire in 2021 through 2024.

      The Company also has U.S. federal capital loss carryforwards from continuing operations in its U.S. consolidated group of approximately $515.9 million. Capital loss carryforwards may only offset capital gains realized in future years. The capital loss, if not utilized, will expire in 2009.

      As a result of various business acquisitions, the Company had acquired additional U.S. federal net operating losses arising from continuing operations from U.S. subsidiaries totaling approximately $91.1 million, which will expire if not utilized beginning in 2004 through 2021. The annual utilization of these net operating losses is limited under the “ownership change” provisions of the U.S. Internal Revenue Code.

      The Company also has California state net operating losses in its unitary group from continuing operations of approximately $492.2 million, which will expire if not utilized in 2011 through 2014.

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      The Company has net operating loss carryforwards in various foreign jurisdictions. A summary of significant foreign net operating loss carryforwards follows (in millions):

Jurisdiction	Amount		Expiration
Australia	$	52.4	Indefinite
Brazil		124.9	Indefinite
Canada		59.9	2005 - 2010
France		312.5	2005 - 2009
Germany		43.7	Indefinite
Hungary		61.7	Indefinite
Japan		95.0	2006 - 2009
Mexico		72.2	2008 - 2014
Netherlands		161.1	Indefinite
Romania		79.0	2005 - 2009
United Kingdom		136.9	Indefinite
Other		51.0	Various

      Management has determined that a valuation allowance in the amount of approximately $1.6 billion is required with respect to deferred tax assets. Management believes that it is more likely than not that the remaining deferred tax assets will be realized, principally through carrybacks to taxable income in prior years. In the event the tax benefits relating to the valuation allowance are realized, $13.4 million would be credited to other comprehensive loss.

      Worldwide income (loss) from continuing operations before taxes for all fiscal years presented consisted of the following (in millions):

		2004			2003			2002
U.S.		$	(373.4	)	$	(304.0	)	$	(3,823.3	)
Non-U.S.			121.3			(2,183.7	)		303.5
	Total	$	(252.1	)	$	(2,487.7	)	$	(3,519.8	)

      Cumulative undistributed earnings of the international subsidiaries amounted to $864.9 million as of August 31, 2004, all of which is intended to be permanently reinvested. The amount of deferred income tax liability that would result had such earnings been repatriated is estimated to be approximately $262.3 million which would be absorbed by a corresponding reversal in valuation allowance.

      Solectron has been granted a tax holiday for its Malaysian sites which is effective through January 31, 2012, subject to certain conditions. In addition, Solectron has been granted a tax holiday for certain manufacturing operations in Singapore which is effective through March 31, 2011, subject to certain conditions including maintaining certain levels of research and development expenditures. Solectron has also been granted various tax holidays in China, which are effective for various terms and are subject to certain conditions. The net impact of these tax holidays was to decrease local country taxes by $65.9 million in 2004, $40.5 million in 2003, and $34.0 million in 2002.

      Solectron has established contingency reserves for income taxes in various jurisdictions in accordance with SFAS No. 5 “Accounting for Contingencies”. The estimate of appropriate tax reserves is based upon the amount of prior tax benefit which might be at risk upon audit and upon the reasonable estimate of the amount at risk. Solectron periodically reassesses the amount of such reserves and adjusts reserve balances as necessary.

Note 11. Stockholders’ Equity

Stock Option Plans

      Solectron’s stock option plans provide for grants of options to employees to purchase common stock at the fair market value of such shares on the grant date. The options vest monthly over a four-year period beginning generally on the grant date. The term of the options is five years for options granted prior to January 12, 1994, seven years for options granted prior to September 20, 2001, and ten years for options granted thereafter. In connection with the

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acquisitions of Force, SMART, Bluegum, Centennial Technologies, C-MAC and Iphotonics, Solectron assumed all options outstanding under the related companies’ option plans. Options under these plans generally vest over periods ranging from immediately to five years from the original grant date and have terms ranging from two to ten years. In the table contained herein, these options are considered granted in the year the acquisition occurred. A summary of stock option activity under the plans for all fiscal years is presented as follows (in millions, except per-share data):

      A summary of stock option activity under the plans for all fiscal years is presented as follows (in millions, except per-share data):

	2004					2003					2002
				Weighted					Weighted					Weighted
	Number			Average		Number			Average		Number			Average
	of			Exercise		of			Exercise		of			Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding, beginning of year		64.0		$	14.30		63.2		$	18.50		47.9		$	22.61
Granted		18.0		$	5.06		21.3		$	3.73		26.1		$	10.40
Exercised		(5.7	)	$	3.11		(0.3	)	$	3.54		(3.1	)	$	6.02
Cancelled		(22.5	)	$	15.52		(20.2	)	$	16.43		(7.7	)	$	21.92
Outstanding, end of year		53.8		$	12.05		64.0		$	14.30		63.2		$	18.50
Exercisable, end of year		29.7		$	17.88		37.5		$	18.20		36.4		$	17.64
Weighted-average fair value of options granted at market value during the year				$	3.04				$	2.25				$	6.97
Weighted-average fair value of options granted below market value during the year				$	5.62				$	3.89					—

      Information regarding the stock options outstanding at August 31, 2004, is summarized in the table below (in millions, except number of years and per-share data).

	Outstanding						Exercisable
			Weighted
			Average		Weighted				Weighted
			Remaining		Average				Average
Range of	Number of		Contractual		Exercise		Number of		Exercise
Exercise Price	Shares		Life		Price		Shares		Price
$1.09 - $3.77		6.9		8.12 years	$	3.59		3.0	$	3.53
$3.99 - $4.24		6.2		8.42 years	$	4.06		2.3	$	4.05
$4.30 - $4.95		0.6		7.97 years	$	4.70		0.3	$	4.60
$5.01 - $5.09		7.5		9.80 years	$	5.09		0.3	$	5.09
$5.13 - $5.81		5.7		9.15 years	$	5.58		1.3	$	5.55
$5.96 - $9.98		3.0		7.62 years	$	6.79		1.2	$	7.48
$10.29 - $10.29		7.2		7.07 years	$	10.29		5.4	$	10.29
$10.34 - $13.81		5.4		1.68 years	$	12.20		5.2	$	12.23
$14.25 - $35.03		7.1		3.05 years	$	25.96		6.6	$	26.36
$35.31 - $51.67		4.2		2.92 years	$	43.00		4.1	$	43.02
$1.09 - $51.67		53.8		6.60 years	$	12.05		29.7	$	17.88

      A total of 50.7 million shares of common stock were available for grant under Solectron’s stock option plans as of August 31, 2004.

      An initial option is granted to each new outside member of Solectron’s Board of Directors to purchase 20,000 shares of common stock at the fair value on the date of the grant. On December 1 of each year, each outside member is granted an additional option to purchase 20,000 shares of common stock at the fair market value on such date. These options vest over one year and have a term of seven years.

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Employee Stock Purchase Plan

      Under Solectron’s Employee Stock Purchase Plan, employees meeting specific employment qualifications are eligible to participate and can purchase shares semi-annually through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement or end of the offering period. The Purchase Plan permits eligible employees to purchase common stock through payroll deductions for up to 10% of qualified compensation. As of August 31, 2004, approximately 15.0 million shares were available for issuance under the Purchase Plan.

      The weighted average fair value of the purchase rights granted by Solectron in fiscal 2004, 2003 and 2002 was $2.19, $1.37, and $5.13, respectively.

Common Stock Issuance

      On May 12, 2004, Solectron issued 17.1 million shares of common stock at a price of $4.775 per share for total net proceeds of $81.7 million. These net proceeds of $81.7 million in part, along with an additional common stock issuance of 105.6 million shares, were used to early settle approximately 94% of the 7.25% ACES debentures. See Note 6, “Long-Term Debt”, for further discussion of the early settlement of the 7.25% ACES debentures.

Restricted Stock Awards and Discounted Stock Options

      During fiscal 2003, Solectron issued restricted stock awards up to 1.4 million shares of common stock to certain eligible executives. These restricted shares are not transferable until fully vested and are subject to the Company Repurchase Option for all unvested shares upon certain early termination events and also subject to accelerated vesting in certain circumstances. Compensation expense resulting from the difference between the market value on the date of the restricted stock award granted and the purchase price is being amortized over the vesting period and was $2.5 million and $1.4 million during the fiscal years 2004 and 2003, respectively.

      During fiscal 2004 and 2003, Solectron also issued 0.7 million and 0.5 million shares, respectively, to certain eligible executives at a price below the market value on the day of the stock option grant. Compensation expense resulting from the difference between the market value on the date of the discounted stock options grant and the purchase price is being amortized over the vesting period and is not significant.

Stock Repurchase

      On September 17, 2001, Solectron’s board of directors authorized a $200 million stock repurchase program. During the first fiscal quarter of 2002, Solectron repurchased 442,200 shares of its common stock at an average price of $10.10 for approximately $4.5 million. There have been no repurchases since then. The stock repurchase program is subject to certain loan covenants.

Note 12. Segment and Geographic Information

      SFAS No. 131 “Disclosure about Segments of an Enterprise and Related Information” established standards for reporting information about operating segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to stockholders. It also established standards for related disclosures about products and services, geographic areas and major customers. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

      Prior to fiscal 2004, the Company had the following four reportable segments: Global Operations, Technology Solutions, Global Services and MicroSystems. Following a comprehensive review of its business strategy, Solectron committed to a plan to divest a number of business operations (see also Note 16, “Discontinued Operations”, for a discussion of divesting activities). As a result, Solectron has divested a majority of the assets in the Global Services, Technology Solutions, and MicroSystems reportable segments. The assets which were divested are reported as discontinued operations.

      Starting in the first quarter of fiscal 2004, Solectron realigned to a more integrated organizational structure in order to appropriately manage the continuing operations. The Company is now organized into a single operating segment (Worldwide Operations) in order to deliver integrated solutions to its customers. Worldwide Operations

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consists of manufacturing and post-manufacturing services and is supported by the following functions — Design and Engineering Services; Sales and Account Management; Strategy and Marketing; Finance; and Human Resources.

      Solectron’s chief operating decision maker is the Chief Executive Officer. As a result of Solectron’s organizational realignment, the Chief Executive Officer evaluates financial information on a company-wide basis for purposes of making decisions and assessing financial performance. Accordingly, Solectron revised its presentation of reportable segments from four to one to reflect how the Company now manages its business.

      Geographic information for continuing operations as of and for the periods presented is as follows (in millions):

		Years Ended August 31
		2004		2003		2002
Geographic net sales:
	United States	$	3,219.4	$	3,217.7	$	3,415.8
	Other North and Latin America		1,836.2		1,358.7		1,735.7
	Europe		1,667.4		1,590.4		1,840.7
	Malaysia		1,853.4		1,455.0		1,410.1
	China		1,914.6		1,091.3		853.9
	Other Asia Pacific		1,147.3		1,115.2		1,482.5
		$	11,638.3	$	9,828.3	$	10,738.7

      Geographic net sales are attributable to the country in which the product is manufactured.

		August 31		August 31
		2004		2003
Long-lived assets:
	United States	$	277.8	$	327.0
	Other North and Latin America		182.8		224.9
	Europe		145.6		203.9
	Asia Pacific		330.1		346.9
		$	936.3	$	1,102.7

Note 13. Major Customers

      Net sales from continuing operations to major customers as a percentage of consolidated net sales were as follows:

	Years Ended August 31
	2004			2003			2002
Cisco Systems		13.2	%		11.9	%		11.6	%
Nortel Networks		*			12.9	%		15.6	%

*  less than 10%

      Solectron has concentrations of credit risk due to sales to these and other of Solectron’s significant customers. In particular, Nortel Networks accounted for approximately 15.2% of total accounts receivable related to continuing operations at August 31, 2003. As of August 31, 2004, there were no customers who accounted for greater than 10% of total accounts receivable related to continuing operations.

Note 14. Restructuring

      Over the past years, Solectron has recorded restructuring and impairment costs as it rationalized operations in light of customer demand declines and the economic downturn. The measures, which included reducing the workforce, consolidating facilities and changing the strategic focus of a number of sites, was largely intended to align Solectron’s capacity and infrastructure to anticipated customer demand and transition our operations to lower cost regions. The restructuring and impairment costs include employee severance and benefit costs, costs related to leased

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facilities abandoned and subleased, impairment of owned facilities no longer used by Solectron which will be disposed, costs related to leased equipment that has been abandoned, and impairment of owned equipment that will be disposed. For owned facilities and equipment, the impairment loss recognized was based on the fair value less costs to sell, with fair value estimated based on existing market prices for similar assets. Severance and benefit costs and other costs associated with restructuring activities initiated prior to January 1, 2003 were recorded in compliance with EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.” Severance and benefit costs associated with restructuring activities initiated on or after January 1, 2003 are recorded in accordance with SFAS No. 112, “Employer’s Accounting for Postemployment Benefits,” as Solectron concluded that it had a substantive severance plan. In accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, the estimated lease loss accrued for leased facilities abandoned and subleased after December 31, 2002 represents the fair value of the lease liability as measured by the present value of future lease payments subsequent to abandonment less the present value of any estimated sublease income. For those facilities abandoned and subleased before January 1, 2003, as part of restructuring activities under EITF Issue No. 94-3, the estimated lease loss represents payments subsequent to abandonment less any estimated sublease income. In order to estimate future sublease income, Solectron works with a real estate broker to estimate the length of time until it can sublease a facility and the amount of rent it can expect to receive. Estimates of expected sublease income could change based on factors that affect Solectron’s ability to sublease those facilities such as general economic conditions and the real estate market, among others.

      See also Note 15, “Goodwill and Intangible Assets,” for discussion of intangible asset and goodwill impairment charges.

Fiscal 2004

      During fiscal 2004, Solectron recorded restructuring and impairment charges (excluding intangible asset impairment charges) of $129.3 million related to continuing operations.

      In the fourth quarter of fiscal 2004, Solectron committed to a plan to incur approximately $20.0 million in new restructuring charges, of which Solectron recorded restructuring charges of approximately $19.0 million. These restructuring actions are to further consolidate facilities, reduce the workforce in Europe and North America and impair certain long-lived assets. These new restructuring actions will result in future savings in salaries and benefits and depreciation expense, and will result in cash expenditures of approximately $14.4 million. Solectron expects to complete this new plan by the end of fiscal 2005.

      The employee severance and benefit costs included in the 2004 restructuring charges previous to the above-mentioned plan relate to the elimination of approximately 2,100 full-time positions worldwide and all such positions have been eliminated under this plan. The positions eliminated were primarily in the Americas and European regions.

      Under both restructuring activities mentioned above, facilities and equipment subject to restructuring were primarily located in the Americas and Europe. For leased facilities that will be abandoned and subleased, the lease costs represent the present value of future lease payments subsequent to abandonment less estimated sublease income. For owned facilities and equipment, the impairment loss recognized was based on the fair value less costs to sell, with fair value based on estimates of existing market prices for similar assets.

      The other exit costs mainly represent program transfer activity between global operation sites, which are recorded as the charges are incurred.

      The following table summarizes restructuring charges for all restructuring plans during fiscal 2004 (in millions):

	2004			Nature
Loss on disposal of and impairment of equipment and facilities	$	35.8			non-cash
Severance and benefit costs		27.0			cash
Net adjustment to equipment lease loss accrual		(3.0	)		cash
Net adjustment to facility lease loss accrual		43.8			cash
Other exit costs		25.7			cash
Total	$	129.3

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Fiscal 2003

      The employee severance and benefit costs included in these restructuring charges relate to the elimination of approximately 9,500 full-time positions worldwide and all such positions have been eliminated under this plan. Approximately 57% of the positions eliminated were in the Americas region, 31% were in Europe and 12% were in Asia. Facilities and equipment subject to restructuring were primarily located in the Americas and Europe. For leased facilities that will be abandoned and subleased, the lease costs represent future lease payments subsequent to abandonment less estimated sublease income. For owned facilities and equipment, the impairment loss recognized was based on the fair value less costs to sell, with fair value based on estimates of existing market prices for similar assets. The other exit costs mainly represent program transfer activity between global operation sites, which are recorded as the charges are incurred.

      During fiscal 2003, Solectron recorded restructuring and impairment charges (excluding intangible asset and goodwill impairment charges) of $431.5 million related to continuing operations. The following table summarizes these charges (in millions):

	2003		Nature
Impairment of equipment	$	47.7	non-cash
Impairment of facilities		77.8	non-cash
Impairment of other assets		26.9	non-cash
Impairment of equipment, facilities and others	$	152.4
Severance and benefit costs		220.7	cash
Loss on leased equipment		2.2	cash
Loss on leased facilities		23.6	cash
Other exit costs		32.6	cash
Total	$	431.5

Fiscal 2002

      The employee severance and benefit costs included in these restructuring charges relate to the elimination of approximately 15,000 full-time positions worldwide and all such positions have been eliminated under this plan. Approximately 69% of the positions eliminated were in the Americas region, 20% were in Europe and 11% were in Asia. The employment reductions primarily affected employees in manufacturing and back office support functions. Facilities and equipment subject to restructuring were primarily located in the Americas and Europe. For leased facilities that will be abandoned and subleased, the lease costs represent future lease payments subsequent to abandonment less estimated sublease income. For owned facilities and equipment, the impairment loss recognized was based on the fair value less costs to sell, with fair value based on estimated of existing market prices for similar assets.

      During fiscal 2002, Solectron recorded restructuring and impairment costs of $602.3 million related to continuing operations. The following table summarizes these charges (in millions):

	2002		Nature
Impairment of equipment	$	120.0	non-cash
Impairment of facilities		81.0	non-cash
Impairment of IT software and other assets		162.5	non-cash
Impairment of equipment, facilities and others	$	363.5
Severance and benefit costs		115.0	cash
Loss on leased equipment		23.8	cash
Loss on leased facilities		79.3	cash
Other exit costs		20.7	cash
Total	$	602.3

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      The impairment of equipment, facilities and others for fiscal 2002 includes $40.5 million of impairment charges related to intangible assets.

      The following table summarizes the continuing operations restructuring accrual activity in all fiscal years presented (in millions):

	Severance			Lease Payments			Lease Payments
	and Benefits			on Facilities			on Equipment			Other			Total
Balance of accrual at August 31, 2001	$	—		$	50.9		$	112.5		$	3.9		$	167.3
FY2002 Provision		115.0			83.2			30.3			20.7			249.2
FY2002 Provision adjustments		—			(3.9	)		(6.5	)		—			(10.4	)
FY2002 Cash payments		(109.4	)		(71.2	)		(52.1	)		(24.3	)		(257.0	)
Balance of accrual at August 31, 2002	$	5.6		$	59.0		$	84.2		$	0.3		$	149.1
FY2003 Provision		220.7			22.6			2.2			32.6			278.1
FY2003 Provision adjustments		—			1.0			—			—			1.0
FY2003 Cash payments		(153.2	)		(50.1	)		(57.1	)		(22.4	)		(282.8	)
Balance of accrual at August 31, 2003	$	73.1		$	32.5		$	29.3		$	10.5		$	145.4
FY2004 Provision		27.0			53.7			2.3			25.7			108.7
FY2004 Provision adjustments		—			(9.9	)		(5.3	)		—			(15.2	)
FY2004 Cash payments		(71.2	)		(17.5	)		(21.4	)		(34.9	)		(145.0	)
Balance of accrual at August 31, 2004	$	28.9		$	58.8		$	4.9		$	1.3		$	93.9

      Accruals related to restructuring activities were recorded in accrued expenses in the accompanying consolidated balance sheet. Solectron expects to pay approximately $60.7 million in the next year related to severance and benefits, lease commitment costs and other exit costs. The remaining balance, primarily consisting of lease commitment costs on facilities, is expected to be paid out through 2012.

Note 15.     Goodwill and Intangible Assets

      Goodwill information is as follows for continuing operations (in millions):

	Goodwill
Balance at August 31, 2002	$	1,748.8
Goodwill adjustments*		18.3
Goodwill impairment		(1,632.5	)
Balance at August 31, 2003	$	134.6
Goodwill adjustments		—
Goodwill impairment		—
Balance at August 31, 2004	$	134.6

*  Goodwill adjustments were primarily made based on the final appraisal received during the first quarter of fiscal 2003 related to the acquisition of C-MAC. No significant additions resulted from acquisitions during fiscal 2003.

      Any goodwill established in connection with an acquisition that was subsequently considered a discontinued operation is now included in discontinued operations (See Note 16, “Discontinued Operations”).

Fiscal 2004

      As of June 1, 2004, Solectron performed its annual impairment test under the guidelines of SFAS No. 142, “Goodwill and Other Intangible Assets” and since the market capitalization of the Company exceeded the fair value, no goodwill impairment loss was deemed necessary.

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Fiscal 2003

      Primarily due to significant industry and economic trends that continued to negatively affect Solectron’s operations and stock price, Solectron performed a goodwill impairment test according to the provisions of SFAS No. 142 during the third quarter of fiscal 2003 in advance of the Company’s annual test originally scheduled for the fourth quarter of fiscal 2003. This impairment test resulted in an impairment charge of approximately $1.6 billion related to continuing operations.

      The discounted cash flow models used to determine the fair values of the reporting units were prepared using revenue and expense projections based on Solectron’s current operating plan as of the date of the test. The revenue projections were management’s best estimates considering current and expected economic and industry conditions as of the date of the test. The discounted cash flow model also included a terminal value for years six and beyond that assumes future free cash flow growth of 3% based on management’s estimates and standard industry rates used by analysts monitoring Solectron’s industry. The cash flows were discounted using a weighted average cost of capital of 12% which is management’s best estimate considering the debt and equity structure of the Company and external industry data. The discounted cash flows related to the terminal value represents approximately 72% of total expected future discounted cash flows.

Fiscal 2002

      During the fourth quarter of fiscal 2002, Solectron performed its annual goodwill impairment test in accordance with SFAS No. 142 which included step one as described above for each of the reporting units. Results of step one indicated that an impairment existed within one of its reporting units since the estimated fair value, based on expected future discounted cash flows to be generated from the unit, was less than its carrying value. Pursuant to the second step of the test, Solectron compared the implied fair value of the unit’s goodwill (determined by allocating the unit’s fair value based on expected future discounted cash flows, to all its assets, recognized and unrecognized, and liabilities in a manner similar to a purchase price allocation for an acquired business) to its carrying amount. In connection with allocating the fair value of this reporting unit, Solectron also obtained independent valuations of certain unrecognized intangible assets as well as fixed assets.

      The discounted cash flow models used to determine the fair values of reporting units in the tests were prepared using revenue and expense projections based on Solectron’s current operating plan. The revenue projections are management’s best estimates considering current and expected economic and industry conditions. The discounted cash flow model also included a terminal value for years six and beyond that assumes future free cash flow growth ranging from 3% to 4% based on management’s estimates and standard industry rates used by analysts monitoring Solectron’s industry. The cash flows were discounted using a weighted average cost of capital ranging from 12% to 13% which is management’s best estimate considering the debt and equity structure of the Company and external industry data. The discounted cash flows related to the terminal value represents approximately 84% of total expected future discounted cash flows.

      Significant negative industry and economic trends affecting Solectron’s current and future operations as well as a significant decline in Solectron’s stock price contributed to the fourth quarter impairment test resulting in an impairment of goodwill of approximately $2.5 billion.

Intangible Assets

      The Company’s intangible assets are categorized into three main classes: supply agreements, intellectual property agreements and other. The supply agreements primarily resulted from Solectron’s acquisitions of several Nortel manufacturing facilities. The second class primarily consists of intellectual property agreements resulting from Solectron’s acquisitions of various IBM facilities. The third class, other, consists of other miscellaneous intangible assets from Solectron’s various asset purchases.

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      The following table summarizes the continuing operations intangible asset activity for fiscal years 2004 and 2003 (in millions):

				Intellectual
	Supply			Property
Fiscal 2004	Agreements			Agreements			Other			Total
Gross amount	$	87.7		$	108.5		$	94.8		$	291.0
Accumulated amortization		(86.1	)		(54.5	)		(77.5	)		(218.1	)
Impairment		—			(47.5	)		—			(47.5	)
Carrying value	$	1.6		$	6.5		$	17.3		$	25.4

				Intellectual
	Supply			Property
Fiscal 2003	Agreements			Agreements			Other			Total
Gross amount	$	228.1		$	108.5		$	126.1		$	462.7
Accumulated amortization		(85.7	)		(45.6	)		(71.5	)		(202.8	)
Impairment		(140.4	)		—			(31.3	)		(171.7	)
Carrying value	$	2.0		$	62.9		$	23.3		$	88.2

      In fiscal 2004, Solectron performed an impairment test of intangible assets as a result of Solectron’s decision to disengage from certain product lines in the Computing market. The impairment of $47.5 million was measured by comparing the intangible assets carrying amounts to the fair values as determined using discounted cash flow models.

      In fiscal 2003, Solectron performed impairment tests of intangible assets in conjunction with its goodwill impairment tests in fiscal 2003. These impairments totaled $171.7 million and occurred primarily due to reduced expectations of sales to be realized under Solectron’s supply agreements with these customers and were measured by comparing the intangible assets carrying amounts to the fair values as determined using discounted cash flow models.

      Amortization expense related to continuing operations was $15.3 million, $29.7 million and $59.5 million, respectively, in fiscal 2004, 2003, and 2002. The Company expects that its annual amortization expense as required by SFAS No. 142 for these intangibles would be approximately $9.0 million for each of the next two fiscal years and $3.7 million for each of the two subsequent fiscal years. Intangible assets are included in other assets in the consolidated balance sheets.

Note 16.     Discontinued Operations

      During the fourth quarter of fiscal 2003 and first quarter of fiscal 2004, as a result of a full review of its portfolio of businesses, Solectron committed to a plan to divest a number of business operations that are outside its core competencies. These businesses are Dy 4 Systems Inc., Kavlico Corporation, Solectron’s MicroTechnology division, SMART Modular Technologies Inc., Stream International Inc., Solectron’s 63% interest in US Robotics Corporation, and Force Computers, Inc. The divestiture of these companies allows Solectron to offer a more focused and integrated set of supply chain solutions for its customers.

      These businesses each qualify as a discontinued operation component of Solectron under SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Solectron has reported the results of operations and consolidated financial position of these businesses in discontinued operations within the consolidated statements of operations and the balance sheets for all periods presented. In addition, Solectron has excluded the cash flow activity from these businesses from the statements of cash flows for all periods presented.

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      The results from discontinued operations were as follows (in millions):

		Years Ended August 31
		2004			2003			2002
Net sales		$	1,264.9		$	1,872.1		$	1,537.5
Cost of sales			1,061.8			1,598.5			1,335.6
Gross profit			203.1			273.6			201.9
Operating expenses — net			111.6			606.5			264.6
	Operating income (loss)		91.5			(332.9	)		(62.7	)
Interest income — net			1.4			1.5			3.7
Other (expense) income — net			(2.0	)		1.4			1.4
Income (loss) before income taxes			90.9			(330.0	)		(57.6	)
Income tax expense (benefit)			8.0			112.2			(18.2	)
	Income (loss) from discontinued operations, net of tax	$	82.9		$	(442.2	)	$	(39.4	)

      During fiscal 2004, Solectron completed the sale of six of its discontinued operations for net cash proceeds of approximately $508.0 million resulting in a pre-tax gain of $190.6 which is included in operating expenses — net for the year ended August 31, 2004 as disclosed above. As a result of the disposition of these operations, Solectron transferred approximately $14.5 million from accumulated foreign currency translation losses, included in accumulated other comprehensive losses within stockholders’ equity, and recognized that amount as part of the pre-tax gain.

      During the fourth quarter of fiscal 2004, Solectron completed the sale of two discontinued operations for net cash proceeds of $124.6 million resulting in a pre-tax gain of $57.1 million. Furthermore, during the fourth quarter of fiscal 2004, Solectron reduced the gain on disposal of the previous discontinued operations by approximately $22.0 million due to the resolution of post-close contingencies. $15.7 million of the adjustment was triggered as a result of certain events that transpired during the fourth quarter of fiscal 2004 and relates to the impairment of a synthetic lease that is being terminated. The termination of the synthetic lease is expected to be completed in the first quarter of fiscal 2005 and is subject to potential adjustment upon ultimate termination. The remaining adjustment amount to the gain on disposal of discontinued operations prior to the fourth quarter of fiscal 2004 is due to the resolution of working capital adjustments and other reconciling items pursuant to the sales agreements. On October 18, 2004, Solectron completed the sale of its MicroTechnology business operations.

      The sale agreements for all six divestitures contain certain indemnification provisions under which Solectron may be required to indemnify the buyer of the divested business for liabilities, losses, or expenses arising out of breaches of covenants and certain breaches of representations and warranties relating to the condition of the business prior to and at the time of sale. In aggregate, Solectron is generally contingently liable for up to $81.5 million for a period of 12 to 24 months subsequent to the completion of the sale. As of August 31, 2004, there were no liabilities recorded under these indemnification obligations.

      Furthermore, Solectron recorded approximately $123.8 million, $62.8 million and $13.1 million of restructuring and impairment costs (excluding goodwill impairment costs) related to discontinued operations which is also included in operating expenses — net for the years ended August 31, 2004, 2003, and 2002, respectively, as disclosed above.

      In fiscal 2003, approximately $370.1 million of restructuring and impairment costs (including goodwill) included in operating expenses determined in connection with Solectron’s impairment test performed during the third and fourth quarter of fiscal 2003 was related to discontinued operations. See Note 15, “Goodwill and Intangible Assets,” for further discussion of this impairment test. This goodwill was established in conjunction with acquisitions of businesses in fiscal 2002. See Note 19, “Business Combinations,” for additional information.

      Also in fiscal 2003, approximately $95.7 million was recorded in discontinued operations related to establishing a valuation allowance for deferred tax assets. See Note 10 “Income Taxes,” for further discussion of income taxes.

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      The current and non-current assets and liabilities of discontinued operations as of August 31, 2004 and 2003, were as follows (in millions):

		August 31		August 31
		2004		2003
Cash, cash equivalents and short-term investments		$	—	$	36.4
Accounts receivable, net			18.3		276.2
Inventories			18.1		121.4
Prepaid expenses and other current assets			—		18.1
	Total current assets of discontinued operations	$	36.4	$	452.1
Net property and equipment		$	10.1	$	126.5
Goodwill			—		112.2
Other assets			1.8		24.2
	Total non-current assets of discontinued operations	$	11.9	$	262.9
Short-term debt		$	8.9	$	6.1
Accounts payable			26.0		168.1
Accrued employee compensation			7.2		41.4
Accrued expenses			4.3		55.2
Other current liabilities			—		63.1
	Total current liabilities of discontinued operations	$	46.4	$	333.9
	Total non-current liabilities of discontinued operations	$	1.8	$	22.6

Note 17. Net Loss Per Share

      Basic net loss per share is computed using the weighted average number of common shares outstanding during the period.

      Due to Solectron’s loss from continuing operations, dilutive potential common shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. Diluted net loss per common share is computed using the weighted average number of common and dilutive potential common shares outstanding during the period; dilutive potential common shares consist of options to purchase common stock and shares issuable upon conversion of Solectron’s LYONs and ACES. Dilutive potential common shares would also include shares issuable upon conversion of Solectron’s 0.5% senior notes only if certain conversion events occur.

      The following table summarizes the weighted average dilutive potential common shares that were excluded from the computation of diluted loss per share (in millions):

			2004		2003		2002
Dilutive potential common shares:
	Employee stock options			7.0		1.2		3.5
	Shares issuable upon conversion of LYONs			14.5		31.7		57.6
	Shares issuable upon conversion of ACES			78.9		112.1		78.0
		Total dilutive potential common shares		100.4		145.0		139.1
Contingent dilutive potential common shares:
	Shares issuable upon conversion of 0.5% senior notes, only if certain conversion events occur*			24.6		—		—

*  This represents the weighted average number of shares outstanding based on the issuance date of February 17, 2004. The total number of contingent common shares related to the 0.5% senior notes is 46.6 million shares.

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Note 18. Purchase of Assets

Fiscal 2003

      On February 3, 2003 Solectron entered into a five-year supply agreement with HP to assemble printed circuit boards and memory modules for HP’s mid- and high-end enterprise servers, as well as other products. In connection with this supply agreement, Solectron paid approximately $5.0 million to acquire certain operating assets. This transaction was treated as an asset purchase and Solectron allocated the purchase price based on the fair values of the assets acquired and liabilities assumed. The $5.0 million was allocated to inventory, other assets, property, plant, equipment and intangible assets. In addition, Solectron agreed to pay HP $52.0 million if HP meets certain minimum revenue targets over the next five years. Solectron is accounting for this potential payment as a volume-based incentive. Solectron accrues a rebate allowance and reduces sales as HP revenue is generated.

      Solectron also acquired an IBM asset recovery operation in North Carolina and a call and technical support service center in Italy for an aggregate purchase price of approximately $14.0 million in cash during the second quarter of fiscal 2003.

Fiscal 2002

      On May 31, 2002, Solectron announced the completion of a three-year supply agreement to produce optical networking equipment for Lucent. As part of the three-year supply agreement, Solectron purchased equipment and inventory related to Lucent’s optical product lines for approximately $99 million in cash. This acquisition was accounted for as a purchase of assets. Subsequently, as a result of significant changes in the marketplace and decreased demand, both parties agreed in October 2002 to unwind this supply agreement. During the first quarter of fiscal 2003, Solectron received approximately $48 million in cash from Lucent to unwind this agreement. No gain or loss was realized with respect to this unwind transaction as the cash received was equal to the carrying value of the assets divested. Solectron ceased production under this agreement in March 2003.

Note 19. Business Combinations

Fiscal 2002

C-MAC Industries, Inc. (C-MAC)

      During the second quarter of 2002, Solectron completed its acquisition of 100% of the outstanding common stock of C-MAC, which provides a comprehensive portfolio of electronic manufacturing services and solutions to customers worldwide. The Company attributes the goodwill in this transaction to management’s belief that the acquisition will enable Solectron to create a diversified provider of integrated electronic manufacturing solutions that can benefit from complementary high-end technology capabilities, selected vertical integration and improved access to growth opportunities and meet the growing demand by customers for complete supply-chain management solutions.

      The Company issued approximately 98.8 million shares of its common stock, 52.5 million exchangeable shares of Solectron Global Services Canada Inc., which are exchangeable on a one-to-one basis for Solectron Corporation’s common stock, and 5 million options to purchase Solectron Corporation’s common stock in the transaction. The purchase price was $2,567 million, consisting of stock valued at $2,487 million, stock options valued at $63 million and direct acquisition costs of $22 million reduced by the intrinsic value of unvested stock options of $5 million. The value of the common stock issued was determined based on the average market price of Solectron’s common stock over the five-day period before and after the terms of the acquisition were agreed to and announced.

      The Company’s statements of operations include C-MAC’s results from the acquisition date. The following unaudited pro forma consolidated financial information presents the combined results of operations of Solectron and C-MAC as if the acquisition had occurred as of the beginning of fiscal 2002. The pro forma consolidated financial

65

information does not necessarily reflect the results of operations that would have occurred if Solectron and C-MAC constituted a single entity during such period.

	2002
	(In millions, except
	per-share data)
Net sales	$	10,897.7
Net loss	$	(3,133.7	)
Basic loss per share	$	(3.82	)
Diluted loss per share	$	(3.82	)

      The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in millions):

Accounts receivable		$	277.4
Inventory			362.1
Other current assets			214.5
Property and equipment			186.2
Goodwill			2,143.5
Other intangible assets			25.6
Other long-term assets			44.2
	Total assets acquired	$	3,253.5
Current liabilities		$	(316.5	)
Long-term debt			(337.8	)
Other long-term liabilities			(32.3	)
	Total liabilities assumed	$	(686.6	)

      The other intangible assets acquired had a fair value of approximately $26 million based on an independent valuation. All the other intangible assets resulting from the acquisition are classified under the “other” category of the table of intangible assets presented in Note 15, “Goodwill and Intangible Assets”. The weighted-average useful life of these intangible assets is approximately six years. Solectron does not expect these assets to have a residual value upon full amortization. Approximately $300 million of goodwill is expected to be deductible for tax purposes.

Other Acquisitions

      During the first quarter of 2002, Solectron completed its acquisition of Iphotonics, Inc., an optical products manufacturer, for approximately 10.2 million shares of Solectron common stock and 428,000 options to purchase Solectron’s common stock. The purchase price was $125 million, consisting of stock valued at $122 million, stock options valued at $3 million and direct acquisition costs of $1 million. This transaction resulted in goodwill of approximately $105 million. The value of the common stock issued was determined based on the average market price of Solectron’s common stock over the five-day period before and after the terms of the acquisition were agreed to and announced.

      During the first quarter of 2002, Solectron completed its acquisition of Stream International, Inc., a global customer relationship management provider, for approximately $367 million in cash. This transaction resulted in goodwill of approximately $271 million.

      During the second quarter of fiscal 2002, Solectron completed its acquisition of Artesyn Solutions, Inc. for approximately $36 million in cash. Artesyn Solutions, Inc. is a provider of extensive repair, refurbishment, logistics and supply-chain management and end-of-life planning services for customers in the computer, printer, storage, server, wireless and consumer electronics sector. This transaction resulted in goodwill of approximately $33 million.

      During the third quarter of 2002, Solectron announced the completion of its acquisition of NEC Ibaraki, a provider of manufacturing, fulfillment and demand forecasting services. The purchase price of the acquisition was approximately $17 million in cash. No goodwill resulted from this transaction.

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      During the fourth quarter of 2002, Solectron completed its acquisition of MDT, a global provider of after-sales services for the communications, computer and electronic storage markets for approximately $70 million in cash. This transaction resulted in goodwill of approximately $86 million.

      Pro forma financial information related to Iphotonics, Stream, Artesyn, NEC Ibaraki, and MDT are not provided as their operations were not significant individually or in the aggregate to Solectron as a whole.

Note 20. Subsequent Events

      On September 10, 2004, Solectron completed the sale of its minority interest in ECS Holdings Limited (ECS) for approximately $16 million in cash.

      On October 18, 2004, Solectron completed the sale of its MicroTechnology business operations.

Note 21. Quarterly Consolidated Financial Data (Unaudited)

      The following table contains selected unaudited quarterly consolidated financial data for fiscal years 2004 and 2003:

	First			Second			Third			Fourth
Fiscal 2004	Quarter			Quarter			Quarter			Quarter
Net sales	$	2,696.8		$	2,887.4		$	3,039.9		$	3,014.2
Gross profit	$	127.5		$	131.1		$	159.2		$	162.5
Gross margin		4.7	%		4.5	%		5.2	%		5.4	%
Loss from continuing operations	$	(52.2	)	$	(89.7	)	$	(65.4	)	$	(44.5	)
(Loss) income from discontinued operations, net of tax		(67.6	)		21.7			86.7			42.1
Net (loss) income	$	(119.8	)	$	(68.0	)	$	21.3		$	(2.4	)
Basic and diluted net loss per share	$	(0.14	)	$	(0.08	)	$	0.02		$	0.00

Fiscal 2003
Net sales	$	2,668.1		$	2,359.6		$	2,357.3		$	2,443.3
Gross profit	$	165.0		$	60.4		$	99.2		$	117.4
Gross margin		6.2	%		2.6	%		4.2	%		4.8	%
Loss from continuing operations	$	(67.3	)	$	(103.9	)	$	(2,685.9	)	$	(162.7	)
Loss from discontinued operations, net of tax		(3.6	)		(6.9	)		(415.3	)		(16.4	)
Net loss	$	(70.9	)	$	(110.8	)	$	(3,101.2	)	$	(179.1	)
Basic and diluted net loss per share	$	(0.09	)	$	(0.13	)	$	(3.74	)	$	(0.22	)

      In accordance with the disclosure provisions of APB No. 28, “Interim Financial Reporting”, the following extraordinary, unusual, or infrequent items were recognized in the fourth quarter of fiscal 2004.

      Solectron recognized a loss on its investment in ECS of approximately $6 million. In addition, Solectron had a loan receivable balance related to its investment in ECS in the amount of $9 million, payment of which is subject to certain conditions which Solectron has now concluded are less likely to be fulfilled. Accordingly, a total charge of $15 million was recorded in the fourth quarter of fiscal 2004 to write down the value of the investments in ECS. Both charges were recorded in other (expense) income — net in the consolidated statements of operations.

      In the fourth quarter of fiscal 2004, the Company completed the conversion of the accounting and inventory subsystems which resulted in a $5.6 million adjustment to decrease cost of sales and a $2.0 million adjustment to decrease operating expenses. The Company does not believe any previous quarter was materially misstated.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Solectron Corporation:

      We have audited the accompanying consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2004 and 2003, and the related consolidated statements of operations, stockholders’ equity, comprehensive loss, and cash flows for each of the years in the three-year period ended August 31, 2004. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of Solectron Corporation and subsidiaries as of August 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended August 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

      As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” on September 1, 2001.

/s/ KPMG LLP

Mountain View, California

October 18, 2004

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      Not applicable.

Item 9A. Controls and Procedures

      Evaluation of disclosure controls and procedures. Based on their evaluation, as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

      Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting which occurred during the fourth quarter of fiscal year 2004 and which have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART III

Item 10. Directors and Executive Officers of the Registrant

      The information required by Item 10 regarding our directors, audit committee and audit committee financial expert is incorporated by reference from the information under the captions “Board and Corporate Governance Matters,” “Proposal One — Election of Directors” and “Corporate Governance” in our definitive Proxy Statement (Notice of Annual Meeting of Stockholders) for the fiscal year ended August 27, 2004 to be held on January 13, 2005 which we will file with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Report. The information required by Item 10 regarding our executive officers appears immediately following Item 4 under Part I of this Report.

Code of Ethics

      We have adopted a code of ethics that applies to our principal executive officer and all members of our finance department, including the principal financial officer and principal accounting officer. This code of ethics, which consists of the “Special Ethics Obligations for Employees with Financial Reporting Responsibilities” section of our Code of Business Conduct and Corporate Governance that applies to employees generally, is posted on our Website. The Internet address for our Website is http://www.solectron.com, and the code of ethics may be found as follows:

      1. From our main Web page, first click on “Company,”

      2. Next, click on “Corporate Governance.”

      3. Finally, click on “Code of Business Conduct and Ethics Guide.”

      We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding certain amendments to, or waivers from, a provision of this code of ethics by posting such information on our website, at the address and location specified above, within four business days of such amendment or waiver.

Corporate Governance Guidelines and Board Committee Charters

      Our Corporate Governance Guidelines and the charters for our board committees — the Audit Committee, Executive Compensation and Management Resources Committee, and Nominating and Governance Committee — are available on Solectron’s website at http://www.solectron.com/about/gov.shtml. Stockholders may also request a free hard copy of the Corporate Governance Guidelines and the charters from the following address and phone number:

Solectron Corporation

847 Gibraltar Drive

Milpitas, CA 95035

Attn: Investor Relations

Phone: (408) 957-8500.

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Item 11:     Executive Compensation

      The information required by Item 11 of Form 10-K is incorporated by reference to the information contained in the section captioned “Executive Officer Compensation” of Solectron’s definitive Proxy Statement.

Item 12:     Security Ownership of Certain Beneficial Owners and Management

      Information regarding this item is incorporated herein by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans” in Solectron’s definitive Proxy Statement.

Item 13:     Certain Relationships and Related Transactions

      Information with respect to this item is incorporated herein by reference from the section entitled “Certain Relationships and Related Transactions” in Solectron’s definitive Proxy Statement.

Item 14:     Principal Accountant Fees and Services

      The information required by this item is included under the captions “Proposal Two — Ratification of Appointment of Independent Auditors — Fees and Services” and “Audit Committee Pre-Approval of Audit and Non-Audit Services” in our Proxy Statement related to the 2005 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

Item 15. Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K

(a)(1)	Consolidated Financial Statements. The financial statements listed in Item 8: “Financial Statements and Supplementary Data,” above are filed as part of this Annual Report on Form 10-K, beginning on page 35.
(a)(2)	Consolidated Financial Statement Schedule. See Schedule II on page 78.
(a)(3)	Exhibits. The exhibits listed in the accompanying “Index to Exhibits” are filed as part of this Annual Report on Form 10-K.
(b)	Reports on Form 8-K.
	Report filed on Form 8-K on August 6, 2004 attaching press release announcing remarketing of debentures underlying Registrant’s equity security units.
	Report filed on Form 8-K on August 17, 2004 attaching press release announcing the successful completion of the remarketing of debentures underlying Registrant’s equity security units.
	Report filed on Form 8-K on September 15, 2004 regarding certain costs associated with exit activities and certain impairment charges.

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SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 5, 2004.

SOLECTRON CORPORATION

By:  /s/ MICHAEL CANNON

Michael Cannon

President and Chief Executive Officer

      Pursuant to the requirements of the Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ MICHAEL CANNON Michael Cannon	President and Chief Executive Officer (Principal Executive Officer)	November 5, 2004
/s/ KIRAN PATEL Kiran Patel	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 5, 2004
/s/ WARREN J. LIGAN Warren J. Ligan	Senior Vice President and Corporate Controller (Principal Accounting Officer)	November 5, 2004
/s/ RICHARD A. D’AMORE Richard A. D’Amore	Director	November 5, 2004
/s/ WILLIAM R. GRABER William R. Graber	Director	November 5, 2004
/s/ HEINZ FRIDRICH Heinz Fridrich	Director	November 5, 2004
/s/ WILLIAM A. HASLER William A. Hasler	Director	November 5, 2004
/s/ PAUL R. LOW Paul R. Low, Ph.D.	Director	November 5, 2004
/s/ C. WESLEY M. SCOTT C. Wesley M. Scott	Director	November 5, 2004

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Signature	Title	Date
/s/ OSAMU YAMADA Osamu Yamada	Director	November 5, 2004
/s/ CYRIL YANSOUNI Cyril Yansouni	Director	November 5, 2004

72

CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

      The consolidated financial statement Schedule II — VALUATION AND QUALIFYING ACCOUNTS is filed as part of this Form 10-K.

SOLECTRON CORPORATION AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

			Additions
	Balance at									Balance at
	Beginning		Charged to							End
Description	of Period		Operations		Acquisitions		(Deductions)			of Period
	(Amounts in millions)
Year ended August 31, 2004:
Allowance for doubtful accounts receivable	$	39.1	$	25.7	$	—	$	(29.1	)	$	35.7
Year ended August 31, 2003:
Allowance for doubtful accounts receivable	$	71.2	$	14.3	$	—	$	(46.4	)	$	39.1
Year ended August 31, 2002:
Allowance for doubtful accounts receivable	$	38.9	$	8.9	$	34.3	$	(10.9	)	$	71.2

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INDEX TO EXHIBITS

3.1[A]	Certificate of Incorporation of the Registrant, as amended.
3.2[B]	Bylaws of the Registrant, as amended.
3.3[C]	Certificate of Designation Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant.
4.1[D]	Supplemental Indenture, dated as of May 8, 2000, by and between the Registrant and State Street Bank and Trust Company of California N.A., as Trustee.
4.2[E]	Supplemental Indenture, dated as of November 20, 2000, by and between the Registrant and State Street Bank and Trust Company of California N.A., as Trustee.
4.3[F]	Preferred Stock Rights Agreement, dated as of June 29, 2001, as amended December 3, 2001, by and between the Registrant and EquiServe Trust Company, N.A., as Rights Agent.
4.4[G]	Senior Debt Securities Indenture, dated as of February 6, 2002, by and between the Registrant and State Street and Trust Company of California, N.A., as Trustee.
4.5[H]	Subordinated Debt Securities Indenture, dated as of December 27, 2001, by and between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee.
4.6[G]	First Supplemental Indenture, dated as of February 6, 2002, by and between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee.
4.7[H]	First Supplemental Indenture, dated as of December 27, 2001, by and between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee.
4.8[G]	Purchase Contract Agreement, dated as of December 27, 2001, by and between the Registrant and State Street Bank and Trust Company of California, N.A., as purchase contract agent.
4.9[G]	Pledge Agreement, dated as of December 27, 2001, among the Registrant, U.S. Bank Trust, N.A., as collateral agent, custodial agent, and securities intermediary, and State Street Bank and Trust Company of California, N.A., as purchase contract agent.
4.10[G]	Pledge Agreement, dated as of December 27, 2001, between the Registrant and State Street Bank and Trust Company of California, N.A., as the Trustee for the holders of the Debentures.
4.11[I]	Amendment No. 1 made and entered into as of January 8, 2002 to Pledge Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as the Trustee for the holders of the Debentures.
4.12[G]	Control Agreement, dated as of December 27, 2001, by and between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee and as securities intermediary and depository bank.
4.13[I]	Amendment No. 1 made and entered into as of January 8, 2002 to Control Agreement dated as of December 27, 2001 between the Registrant and State Street Bank and Trust Company of California, N.A., as Trustee and as securities intermediary and depository bank.
10.1[N]	Form of Indemnification Agreement by and between the Registrant and its officers, directors and certain other employees.
10.2[J]	2003 Employee Stock Purchase Plan.
10.3[K]	Amended and Restated 1992 Stock Option Plan.
10.4[K]	2002 Stock Plan.
10.5	Form of Stock Option Agreement under the 2002 Stock Plan by and between the Registrant and its officers, directors and employees.
10.6	Form of Restricted Stock Agreement under the 2002 Stock Plan by and between the Registrant and its officers and certain employees.
10.7	Credit Agreement dated as of August 20, 2004, among the Registrant, certain subsidiaries of the Registrant, Bank of America, N.A., as Administrative Agent and Collateral Agent, and certain other lenders.
10.8[L]	Solectron Corporation Michael Cannon Employment Agreement, entered into as of January 6, 2003.
10.9[L]	Solectron Corporation Stand-Alone Stock Option Agreement (Michael Cannon), entered into as of January 6, 2003.
10.10[L]	Solectron Corporation Restricted Stock Purchase Agreement (Michael Cannon), entered into as of January 6, 2003.
10.11[J]	Solectron Corporation Marc Onetto Employment Agreement, entered into as of June 18, 2003.

10.12[M]	Solectron Corporation Stand-Alone Stock Option Agreement (Marc Onetto), entered into as of June 18, 2003.
10.13[M]	Solectron Corporation Restricted Stock Purchase Agreement (Marc Onetto), entered into as of July 17, 2003.
12.1	Computation of ratios of earnings to fixed charges.
21.1	Subsidiaries of the Registrant.
23.1	Consent of Independent Registered Public Accounting Firm.
31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Footnotes:

[A]	Incorporated by reference from Exhibit 3.1 filed with the Registrant’s Form 10-Q for the quarter ended February 28, 2001, Exhibit 3.1 filed with the Registrant’s Form 10-Q for the quarter ended February 25, 2000, and Exhibit 3.1 filed with the Registrant’s Form 10-Q for the quarter ended February 26, 1999.
[B]	Incorporated by reference from Exhibit 3.2 filed with the Registrant’s Form 10-Q for the quarter ended November 28, 2003.
[C]	Incorporated by reference from Exhibit 3.3 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2001.
[D]	Incorporated by reference from Exhibit 1.1 of Registrant’s Form 8-K, filed with the Commission on May 16, 2000 (File No. 001-11098)
[E]	Incorporated by reference from Exhibits of Registrant’s Form 8-K, filed with the Commission on November 21, 2000 (File No. 001-11098)
[F]	Incorporated by reference from Exhibit 4.1 of Registrant’s Registration Statement on Form 8-A filed with the Commission on July 13, 2001 (File No. 001-11098), and Exhibit 4.2 to Amendment No. 1 of Form 8-A filed with the Commission on December 4, 2001 (File No. 001-11098)
[G]	Incorporated by reference from Exhibits of Registrant’s Form 8-K, filed with the Commission on February 8, 2002 (File No. 001-11098)
[H]	Incorporated by reference from Exhibits of Registrant’s Form 8-K, filed with the Commission on January 7, 2002 (File No. 001-11098)
[I]	Incorporated by reference from Exhibits of Registrant’s Amendment No. 1 to Form 8-K, filed with the Commission on January 10, 2002 (File No. 001-11098)
[J]	Incorporated by reference from Exhibits filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2003.
[K]	Incorporated by reference from the Exhibit 4.2 of the Registrant’s Registration Statement on Form S-8, filed with the Commission March 8, 2002 (File No. 333-84076)
[L]	Incorporated by reference from Exhibits of Registrant’s Form 10-Q for the quarter ended February 28, 2003.
[M]	Incorporated by reference from Exhibits of Registrant’s Form S-8 filed with the Commission on July 17, 2003.
[N]	Incorporated by reference from Exhibits of Registrant’s Form 10-K for the year ended August 31, 1997.

EX-10.5

                                                                    EXHIBIT 10.5

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<>, <>  <>
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- --------------------------------------------------------------------------------

              NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT
                              Solectron Corporation
                                 ID: 94-2447045
                               847 Gibraltar Drive
                               Milpitas, CA 95035

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

Employee ID:           <>
Location:              <>
Payroll:               <>
Option Number:         <>
Plan:                  <>
Class:                 <>

Effective <>, you have been granted a(n) <> Grant (<>)
to buy <> shares of SOLECTRON CORPORATION common stock at
<> per share.

The total option price of the shares granted is <>.

The shares will vest monthly at a rate of 1/48 of the total granted, subject to
your continued status as a Service Provider on each such date. The first date
shares will be available for exercise is one month from the vesting commencement
date of <>.

Shares in each period will become fully vested on the date shown.



 Shares                Vest Type               Full Vest            Expiration
- ---------            -------------           -------------          -----------
                                                           
<>            <>           <>          <>
<>            <>           <>          <>
<>            <>           <>          <>
<>            <>           <>          <>
<>            <>           <>          <>




                              SOLECTRON CORPORATION

                                 2002 STOCK PLAN

                             STOCK OPTION AGREEMENT

      Unless otherwise defined herein, the terms defined in the Plan shall have
the same defined meanings in this Option Agreement.

      1. Grant of Option. The Administrator of the Company hereby grants to the
Optionee named in the Notice of Grant delivered with this Option Agreement, an
Option to purchase a number of Shares, as set forth in the Notice of Grant, at
the exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 15(c) of the Plan, in event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.

      If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code ("ISO"). If this Option is not designated as an ISO, or specifically
designated as a Nonstatutory Stock Option or a non-qualified stock option in the
Notice of Grant ("NSO"), then this Option shall be treated as a NSO.
Furthermore, if this Option is intended to be an ISO, to the extent that it
exceeds the $100,000 rule of Section 422(d), it shall be treated as a NSO.

      2. Vesting Schedule. This Option shall vest and become exercisable as set
forth in the Notice of Grant, subject to the terms and conditions of this Option
Agreement and the Plan. In addition, if the Optionee ceases to be a Service
Provider as a result of the Optionee's death or Disability, all of the shares
covered by this Option will vest and become exercisable on the date that the
Optionee ceases to be a Service Provider.

      3. Exercise of Option.

            (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set forth in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement. This Option may not
be exercised for a fraction of a Share.

            (b) Termination Period. This Option may be exercised, to the extent
vested and unexercised, for ninety (90) days after the Optionee ceases to be a
Service Provider for any reason other than the Optionee's death or Disability.
If the Optionee ceases to be a Service Provider as a result of the Optionee's
Disability, this Option may be exercised, to the extent vested and unexercised,
until the Expiration Date set forth in the Notice of Grant. If the Optionee
ceases to be a Service Provider as a result of the Optionee's death, this Option
may be exercised, to the extent vested and unexercised, by the Optionee's
properly designated beneficiary (if any) or his or her estate (as applicable),
until the Expiration Date set forth in the Notice of Grant.

            (c) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, as provided by the Company (the "Exercise Notice"), which shall
state the election to exercise the Option, the number of Shares in respect of
which the Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan and Applicable Laws.

            The Exercise Notice shall be completed by the Optionee and shall be
delivered to the Company as indicated on the Exercise Notice. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares and any required tax withholding amounts. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.

                                       1


            No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all Applicable Laws. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

            In lieu of, or in addition to the foregoing exercise procedure, the
Company may require or permit the Optionee to utilize prescribed electronic or
telegraphic procedures for the exercise of this Option and to utilize a broker
or third party administrator for such exercise.

      4. Methods of Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

            (a) cash;

            (b) check; or

            (c) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan.

      5. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of the Optionee only by the Optionee. The
terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.

      6. Term of Option. This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

      7. U.S. Tax Consequences. Some of the U.S. federal tax consequences
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.

            (a) Exercising the Option.

                  (i) Nonstatutory Stock Option. If this Option does not qualify
as an ISO, the Optionee will incur regular U.S. federal income tax liability
upon exercise. The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess of the Fair
Market Value of the Exercised Shares on the exercise date over their aggregate
Exercise Price. If the Optionee is an Employee at the time of grant, the Company
will be required to withhold from his or her compensation or collect from the
Optionee and pay to the applicable taxing authorities an amount equal to the
income tax liability for this compensation income at the time of exercise.

                  (ii) Incentive Stock Option. If this Option qualifies as an
ISO, the Optionee will have no regular U.S. federal income tax liability upon
its exercise, although the excess, if any, of the Fair Market Value of the
Exercised Shares on the exercise date over their aggregate Exercise Price will
be treated as an adjustment to the alternative minimum tax for U.S. federal
income tax purposes and may subject the Optionee to alternative minimum tax in
the year of exercise.

            (b) Disposition of Shares.

                                       2


                  (i) Nonstatutory Stock Option. If the Optionee holds Shares
acquired upon exercise of a NSO for more than twelve (12) months, any gain
realized on disposition of the Shares will be treated as long-term capital gain
for U.S. federal income tax purposes.

                  (ii) Incentive Stock Option. If the Optionee holds Shares
acquired upon exercise of an ISO for more than one year after exercise and two
years after the grant date, any gain realized on disposition of the Shares will
be treated as long-term capital gain for U.S. federal income tax purposes. If
the Optionee disposes of the Shares acquired upon exercise of an ISO within one
year after the exercise date or within two years after the grant date, any gain
realized on such disposition will be treated as compensation income (taxable at
ordinary income tax rates) to the extent of the excess, if any, of the lesser of
(A) the difference between the Fair Market Value of the Shares acquired on the
exercise date and the aggregate Exercise Price, or (B) the difference between
the sale price of such Shares and the aggregate Exercise Price.

            (c) Notice of Disqualifying Disposition of ISO Shares. If this
Option is an ISO, and if the Optionee sells or otherwise disposes of any of the
Shares acquired upon exercise of an ISO within two years after the grant date or
one year after the exercise date, the Optionee shall immediately notify the
Company in writing of such disposition. The Optionee agrees and understands that
he or she may be subject to income and social security tax withholding by the
Company on the compensation income recognized from such early disposition by the
Optionee. The Company or, if the Optionee is not employed by the Company, the
Optionee's employer (the "Employer"), may satisfy its withholding obligations by
the means described in Section 8 below.

      8. Responsibility for Taxes. Regardless of any action the Company or the
Employer takes with respect to any or all income tax, social insurance, payroll
tax or other tax-related withholding ("Tax-Related Items"), the Optionee
acknowledges that the ultimate liability for all Tax-Related Items is and
remains the Optionee's responsibility and that the Company and/or the Employer
(a) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Option grant, including
the grant, vesting or exercise of this Option, the subsequent sale of Shares
acquired pursuant to such exercise and the receipt of any dividends; and (b) do
not commit to structure the terms of the grant or any aspect of this Option to
reduce or eliminate the Optionee's liability for Tax-Related Items.

      Prior to exercise of this Option, the Optionee shall pay or make adequate
arrangements satisfactory to the Company and/or the Employer to satisfy all
withholding and payment on account obligations of the Company and/or the
Employer. In this regard, the Optionee authorizes the Company and/or the
Employer to withhold all applicable Tax-Related Items legally payable by the
Optionee from his or her wages or other cash compensation paid to the Optionee
by the Company and/or the Employer or from proceeds of the sale of the Shares.
Alternatively, or in addition, if permissible under the Applicable Laws, the
Company may (1) sell or arrange for the sale of Shares acquired to meet the
withholding and payment on account obligation for Tax-Related Items, and/or (2)
withhold in Shares, provided that the Company only withholds the amount of
Shares necessary to satisfy the minimum withholding amount. Finally, the
Optionee shall pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold as a result
of the Optionee's exercise of this Option that cannot be satisfied by the means
previously described. The Company may refuse to honor the exercise and refuse to
deliver the Shares if the Optionee fails to comply with his or her obligations
in connection with the Tax-Related Items as described in this section.

      9. Nature of Grant. In accepting this Option, the Optionee acknowledges
and agrees that:

            (a) the vesting of Shares pursuant to this Option is earned only by
continuing employment at the will of the Company or the Employer (not through
the act of being hired, being granted this Option or acquiring Shares hereunder;

            (b) the Plan is established voluntarily by the Company, it is
discretionary in nature and it may be modified, suspended or terminated by the
Company at any time, as provided in the Plan and this Option Agreement;

                                       3


            (c) the grant of this Option is voluntary and occasional and does
not create any contractual or other right to receive future grants of options,
or benefits in lieu of options, even if options have been granted repeatedly in
the past;

            (d) all decisions with respect to future option grants, if any, will
be at the sole discretion of the Company;

            (e) Optionee's participation in the Plan shall not create a right to
further employment with the Company or the Employer and shall not interfere with
the ability of the Company or the Employer to terminate Optionee's employment
relationship at any time with or without cause;

            (f) Optionee is voluntarily participating in the Plan;

            (g) this Option is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company or the
Employer, and which is outside the scope of the Optionee's employment contract,
if any;

            (h) this Option is not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments;

            (i) in the event that the Optionee is not an Employee of the
Company, this Option grant will not be interpreted to form an employment
contract or relationship with the Company; and furthermore, this Option grant
will not be interpreted to form an employment contract with any Subsidiary or
affiliate of the Company;

            (j) the future value of the underlying Shares is unknown and cannot
be predicted with certainty;

            (k) if the underlying Shares do not increase in value, this Option
will have no value;

            (l) if the Optionee exercises this Option and obtains Shares, the
value of those Shares acquired upon exercise may increase or decrease in value,
even below the Exercise Price; and

            (m) no claim or entitlement to compensation or damages arises from
termination of this Option or diminution in value of this Option or Shares
purchased through exercise of this Option and the Optionee irrevocably releases
the Company and the Employer from any such claim that may arise.

      10. Severability. The provisions of this Option Agreement are severable
and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.

      11. Disclosure of Optionee's Personal Information. By accepting this
option, the Optionee consents to the collection, use and transfer of personal
information as described in this paragraph. The Optionee understands that the
Company and its affiliates hold certain personal information about him or her,
including his or her name, home address and telephone number, date of birth,
social security or identity number, salary, nationality, job title, any shares
of stock or directorships held in the Company, details of all stock options or
any other entitlement to shares of stock awarded, canceled, exercised, vested,
unvested or outstanding in his or her favor, for the purpose of managing and
administering the Plan ("Data"). The Optionee further understands that the
Company and/or its affiliates will transfer Data amongst themselves as necessary
for the purpose of implementation, administration and management of his or her
participation in the Plan, and that the Company and/or any of its affiliates may
each further transfer Data to any third parties assisting the Company in the
implementation, administration and management of the Plan. The Optionee
understands that these recipients may be located in the European Economic Area,
or elsewhere, such as in the

                                       4


U.S. or Asia. The Optionee authorizes the Company to receive, possess, use,
retain and transfer the Data in electronic or other form, for the purposes of
implementing, administering and managing his or her participation in the Plan,
including any requisite transfer to a broker or other third party with whom he
or she may elect to deposit any shares of stock acquired upon exercise of this
option of such Data as may be required for the administration of the Plan and/or
the subsequent holding of shares of stock on his or her behalf. The Optionee
understands that he or she may, at any time, view the Data, require any
necessary amendments to the Data or withdraw the consent herein in writing by
contacting the human resources department and/or the stock option administrator
for his or her employer.

      12. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan, the Notice of Grant and this Option Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and the Optionee with respect to the subject matter hereof, and may not
be modified except by means of a written document accepted and agreed to by the
Company and the Optionee. This Option Agreement is governed by the internal
substantive laws, but not the choice of law rules, of California.

      The Optionee and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan, the Notice of Grant and this
Option Agreement. Capitalized terms that are used in this Option Agreement but
not defined in this Option Agreement shall have the meaning set forth in the
Plan. The Optionee has reviewed the Plan, the Notice of Grant and this Option
Agreement in their entirety, has had an opportunity to obtain the advise of
counsel prior to accepting this Option and fully understands all provisions of
the Plan, the Notice of Grant and this Option Agreement. The Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator in response to any questions by the
Optionee relating to the Plan, the Notice of Grant and Option Agreement.

      ACCEPTANCE OF THIS OPTION AND THE TERMS AND CONDITIONS OF THIS OPTION
AGREEMENT IS MADE BY FAILING TO REJECT IT IN THE FOLLOWING MANNER: IF YOU DO NOT
NOTIFY SOLECTRON TO THE CONTRARY, YOUR ACCEPTANCE OF THIS OPTION AND THE TERMS
AND CONDITIONS OF THIS OPTION AGREEMENT WILL BE IMPLIED AND SHALL BECOME
ENFORCEABLE BY LAW. IF YOU DO NOT WISH TO ACCEPT THIS OPTION AND THE TERMS AND
CONDITIONS OF THIS STOCK OPTION AGREEMENT, YOU MUST NOTIFY SOLECTRON VIA E-MAIL
TO STOCKADMINISTRATION@CA.SLR.COM WITHIN 30 DAYS OF THE DATE OF RECEIPT
REGARDING YOUR DECISION. WITHIN TWO BUSINESS DAYS, YOU WILL RECEIVE A RETURN
E-MAIL FROM STOCK ADMINISTRATION CONFIRMING YOUR REJECTION OF THIS OPTION AND
THE TERMS AND CONDITIONS OF THIS OPTION AGREEMENT. IF A CONFIRMATION IS NOT
RECEIVED WITHIN TWO BUSINESS DAYS, CALL 408-956-6731. YOU MUST ENSURE YOU
RECEIVE CONFIRMATION OF YOUR REJECTION, OR YOUR ACCEPTANCE OF THIS OPTION AND
THE TERMS AND CONDITIONS OF THIS OPTION AGREEMENT WILL BE IMPLIED AND SHALL
BECOME ENFORCEABLE BY LAW. BY NOTIFYING SOLECTRON THAT YOU DO NOT ACCEPT THIS
OPTION AND THE TERMS AND CONDITIONS OF THIS OPTION AGREEMENT, YOU WILL BE
ELECTING TO REFUSE THE GRANT AND TO WITHDRAW FROM PARTICIPATION IN THE PLAN.

                                       5

EX-10.6

                                                                    EXHIBIT 10.6

                              SOLECTRON CORPORATION

                                 2002 STOCK PLAN

                         NOTICE OF GRANT OF STOCK OPTION

      Unless otherwise defined herein, the terms defined in the Plan will have
the same defined meanings in this Notice of Grant.

      NAME:

      ADDRESS:

      You have been granted the right to purchase Common Stock of the Company,
subject to the Company's Reacquisition Right (as described in the attached
Restricted Stock Agreement), as follows:

      Grant Number                       ____________________________________

      Date of Grant                      ____________________________________

      Price Per Share                    ____________________________________

      Total Number of Shares Subject     ____________________________________
      to Option

      Expiration Date:                   ____________________________________

      YOU MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR THE OPTION WILL
TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By your
signature and the signature of the Company's representative below, you and the
Company agree that this Option is granted under and governed by the terms and
conditions of the 2002 Stock Plan and the Restricted Stock Agreement, attached
hereto as Exhibit A-1, both of which are made a part of this document. You
further agree to execute the attached Restricted Stock Agreement as a condition
to purchasing any Shares under this Option.

GRANTEE:                                 SOLECTRON CORPORATION

________________________________         _____________________________________
Signature                                By

________________________________         _____________________________________
Print Name                               Title



                                   EXHIBIT A-1

                              SOLECTRON CORPORATION

                                 2002 STOCK PLAN

                           RESTRICTED STOCK AGREEMENT

      Unless otherwise defined herein, the terms defined in the Plan will have
the same defined meanings in this Restricted Stock Agreement.

      WHEREAS, the individual named in the Notice of Grant, (the "Purchaser") is
a Service Provider, and the Purchaser's continued participation in the affairs
of the Company is considered by the Company to be important for the Company's
continued growth; and

      WHEREAS in order to give the Purchaser an opportunity to acquire an equity
interest in the Company as an incentive for the Purchaser to continue to
participate in the affairs of the Company, the Administrator has granted to the
Purchaser an Option subject to the terms and conditions of the Plan and the
Notice of Grant, which are incorporated herein by reference, and pursuant to
this Restricted Stock Agreement (the "Agreement").

      NOW THEREFORE, the parties agree as follows:

      1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and
the Purchaser hereby agrees to purchase the number of shares of the Company's
Common Stock (the "Restricted Stock"), at the per Share purchase price and as
otherwise described in the Notice of Grant.

      2. Payment of Purchase Price. The purchase price for the Restricted Stock
may be paid by delivery to the Company at the time of execution of this
Agreement of cash, a check, or some combination thereof.

      3. Reacquisition Right.

            (a) In the event the Purchaser ceases to be a Service Provider for
any or no reason (including death or Disability) before all of the Shares of
Restricted Stock are released from the Company's Reacquisition Right (see
Section 4), all such Shares will thereupon be forfeited and automatically
transferred to and reacquired by the Company at no cost to the Company (the
"Reacquisition Right"). The Purchaser will not be entitled to a refund of the
price paid for any Shares of Restricted Stock returned to the Company pursuant
to this Section 3. Upon such termination, the Company will become the legal and
beneficial owner of the Shares of Restricted Stock being forfeited and
reacquired by the Company and all rights and interests therein or relating
thereto, and the Company will have the right to retain and transfer to its own
name the number of Shares of Restricted Stock being reacquired by the Company.



      4. Release of Shares From Reacquisition Right.

            (a) Vesting Schedule.

                  (i) One hundred percent (100%) of the Shares of Restricted
Stock will be released from the Company's Reacquisition Right on __________,
20__ (the "Cliff Vesting Date"), provided that the Purchaser continues to be a
Service Provider through such date.

                  (ii) Notwithstanding the vesting provisions of Section
4(a)(i), __% of the Shares of Restricted Stock (the "First Block of Shares")
will immediately vest prior to the Cliff Vesting Date if during any rolling
ninety calendar day period following the Date of Grant the average Fair Market
Value of the Common Stock equals or exceeds $____ per share of Common Stock (the
"First Block Average Fair Market Threshold"), subject to the Purchaser having
been a Service Provider continuously from the Date of Grant until the last day
of such rolling ninety calendar day period.

                  (iii) Notwithstanding the vesting provisions of Section
4(a)(i), ___% of the Shares (the "Second Block of Shares") will immediately vest
prior to the Cliff Vesting Date if during any rolling ninety calendar day period
following the Date of Grant the average Fair Market Value of the Common Stock
equals or exceeds $____ per share of Common Stock (the "Second Block Average
Fair Market Threshold"), subject to the Purchaser having been a Service Provider
continuously from the Date of Grant until the last day of such rolling ninety
calendar day period; provided, however, that the Second Block of Shares will not
vest until at least two years have elapsed since the First Block of Shares have
vested pursuant to Section 4(a)(ii) or until the requirements of Section 4(a)(i)
have been satisfied. For avoidance of doubt, the rolling ninety calendar day
period for determining whether the Second Block Average Fair Market Threshold
has been met may be the same as or overlap with the rolling ninety calendar day
period for determining whether the First Block Average Fair Market Threshold has
been met.

            (b) Any of the Shares that have not yet been released from the
Reacquisition Right are referred to herein as "Unreleased Shares."

      5. Restriction on Transfer. Except for the escrow described in Section 6
or the transfer of the Shares to the Company contemplated by this Agreement,
none of the Shares or any beneficial interest therein will be transferred,
encumbered or otherwise disposed of in any way until such Shares are released
from the Company's Reacquisition Right in accordance with the provisions of this
Agreement. Any distribution or delivery to be made to the Purchaser under this
Agreement will, if the Purchaser is then deceased, be made to the Purchaser's
designated beneficiary, or if no beneficiary survives the Purchaser, to the
administrator or executor of the Purchaser's estate. Any such transferee must
furnish the Company with (a) written notice of his or her status as transferee,
and (b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.

      6. Escrow of Shares.

            (a) All Shares of Restricted Stock will, upon execution of this
Agreement, be delivered and deposited with an escrow holder designated by the
Company (the "Escrow Holder"). The Shares of Restricted Stock and stock
assignment will be held by the Escrow Holder until such time as the Company's
Reacquisition Right expires or the date the Purchaser ceases to be a Service
Provider.

                                      -2-


            (b) The Escrow Holder will not be liable for any act it may do or
omit to do with respect to holding the Unreleased Shares in escrow while acting
in good faith and in the exercise of its judgment.

            (c) Upon the Purchaser's termination as a Service Provider for any
reason, the Escrow Holder, upon receipt of written notice of such termination,
will take all steps necessary to accomplish the transfer of the Unreleased
Shares to the Company. The Purchaser hereby appoints the Escrow Holder with full
power of substitution, as the Purchaser's true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Purchaser to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such Unreleased Shares to the Company upon such
termination.

            (d) When a portion of the Shares has been released from the
Reacquisition Right, upon request, the Escrow Holder will take all steps
necessary to accomplish the transfer of the Unreleased Shares to the Purchaser.

            (e) Subject to the terms hereof, the Purchaser will have all the
rights of a shareholder with respect to the Shares while they are held in
escrow, including without limitation, the right to vote the Shares and to
receive any cash dividends declared thereon.

            (f) In the event of any merger, reorganization, consolidation,
recapitalization, separation, liquidation, stock dividend, split-up, share
combination, or other change in the corporate structure of the Company affecting
the Common Stock, the Shares of Restricted Stock will be increased, reduced or
otherwise changed, and by virtue of any such change the Purchaser will in his
capacity as owner of Unreleased Shares that have been awarded to him be entitled
to new or additional or different shares of stock, cash or securities (other
than rights or warrants to purchase securities); such new or additional or
different shares, cash or securities will thereupon be considered to be
Unreleased Shares and will be subject to all of the conditions and restrictions
which were applicable to the Unreleased Shares pursuant to this Agreement. If
the Purchaser receives rights or warrants with respect to any Unreleased Shares,
such rights or warrants may be held or exercised by the Purchaser, provided that
until such exercise any such rights or warrants and after such exercise any
shares or other securities acquired by the exercise of such rights or warrants
will be considered to be Unreleased Shares and will be subject to all of the
conditions and restrictions which were applicable to the Unreleased Shares
pursuant to this Agreement. The Administrator in its absolute discretion at any
time may accelerate the vesting of all or any portion of such new or additional
shares of stock, cash or securities, rights or warrants to purchase securities
or shares or other securities acquired by the exercise of such rights or
warrants.

            (g) The Company may instruct the transfer agent for its Common Stock
to place a legend on the certificates representing the Restricted Stock or
otherwise note its records as to the restrictions on transfer set forth in this
Agreement.

      7. Withholding of Taxes. Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares of Restricted Stock may be
released from the escrow established pursuant to Section 6, unless and until
satisfactory arrangements (as determined by the Administrator) will have been
made by the Purchaser with respect to the payment of income and employment taxes
which the Company determines must be withheld with respect to such Shares. The
Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit the Purchaser to satisfy such tax
withholding obligation, in whole or in part by

                                      -3-


(a) electing to have the Company withhold otherwise deliverable Shares, or (b)
delivering to the Company already vested and owned Shares having a Fair Market
Value equal to the minimum amount required to be withheld.

      8. General Provisions.

            (a) This Agreement will be governed by the internal substantive
laws, but not the choice of law rules of California. This Agreement, subject to
the terms and conditions of the Plan and the Notice of Grant, represents the
entire agreement between the parties with respect to the purchase of the Shares
by the Purchaser. Subject to Section 15(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan will prevail.
Unless otherwise defined herein, the terms defined in the Plan will have the
same defined meanings in this Agreement.

            (b) Any notice, demand or request required or permitted to be given
by either the Company or the Purchaser pursuant to the terms of this Agreement
will be in writing and will be deemed given when delivered personally or
deposited in the U.S. mail, First Class with postage prepaid, and addressed to
the parties at the addresses of the parties set forth at the end of this
Agreement or such other address as a party may request by notifying the other in
writing.

                  Any notice to the Escrow Holder will be sent to the Company's
address with a copy to the other party hereto.

            (c) The rights of the Company under this Agreement will be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder will inure to the benefit of, and be enforceable by the
Company's successors and assigns. The rights and obligations of the Purchaser
under this Agreement may only be assigned with the prior written consent of the
Company.

            (d) Either party's failure to enforce any provision of this
Agreement will not in any way be construed as a waiver of any such provision,
nor prevent that party from thereafter enforcing any other provision of this
Agreement. The rights granted both parties hereunder are cumulative and will not
constitute a waiver of either party's right to assert any other legal remedy
available to it.

            (e) The Purchaser agrees upon request to execute any further
documents or instruments necessary or desirable to carry out the purposes or
intent of this Agreement.

            (f) Purchaser acknowledges and agrees that the vesting of Shares of
Restricted Stock pursuant to Section 4 hereof is earned only by continuing as a
Service Provider at the will of the Company (and not through the act of being
hired or purchasing Shares hereunder). Purchaser further acknowledges and agrees
that this Agreement, the transactions contemplated hereunder and the vesting
schedule set forth herein do not constitute an express or implied promise of
continued engagement as a Service Provider for the vesting period, for any
period, or at all, and will not interfere with the Purchaser's right or the
Company's right to terminate the Purchaser's relationship as a Service Provider
at any time, with or without cause.

      By Purchaser's signature below, Purchaser represents that he or she is
familiar with the terms and provisions of the Plan, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Purchaser has
reviewed the Plan and this Agreement in their entirety, has had an opportunity
to obtain the advice of counsel prior to executing this Agreement and fully
understands

                                      -4-


all provisions of this Agreement. Purchaser agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Agreement. Purchaser further agrees
to notify the Company upon any change in the residence indicated in the Notice
of Grant.

PURCHASER:                                  SOLECTRON CORPORATION

___________________________________         __________________________________
Signature                                   By

___________________________________         __________________________________
Print Name                                  Title

Date: ___________, 20___                    Date: ______________, 20___

                                      -5-

EX-10.7

                                                                    EXHIBIT 10.7

                                                             [EXECUTION VERSION]

================================================================================
                                            Published CUSIP Number: ____________

                                CREDIT AGREEMENT

                           Dated as of August 20, 2004

                                      among

                              SOLECTRON CORPORATION

                                       and

                              CERTAIN SUBSIDIARIES

                                  as Borrowers,

                             BANK OF AMERICA, N.A.,
                  as Administrative Agent and Collateral Agent

                          The L/C Issuers Party Hereto

                                       and

                         The Other Lenders Party Hereto

                   JPMORGAN CHASE BANK, CITICORP USA, INC. and
                             THE BANK OF NOVA SCOTIA
                                       as
                              Co-Syndication Agents

                         BANC OF AMERICA SECURITIES LLC,

                                       and

                           J.P. MORGAN SECURITIES INC.
                                       as
                  Joint Lead Arrangers and Joint Book Managers

================================================================================

                             [BANK OF AMERICA LOGO]



                                TABLE OF CONTENTS


          Section                                                                                                 Page
          -------                                                                                                 ----
                                                                                                               
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS....................................................................     1
            1.01             Defined Terms.....................................................................     1
            1.02             Other Interpretive Provisions.....................................................    27
            1.03             Accounting Terms..................................................................    28
            1.04             Exchange Rates; Currency Equivalents..............................................    28
            1.05             Additional Alternative Currencies.................................................    28
            1.06             Change of Currency................................................................    29
            1.07             Times of Day......................................................................    30
            1.08             Letter of Credit Amounts..........................................................    30

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS..............................................................    30
            2.01             Committed Loans...................................................................    30
            2.02             Borrowings, Conversions and Continuations of Committed Loans......................    30
            2.03             Letters of Credit.................................................................    32
            2.04             Swap Commitments..................................................................    43
            2.05             Prepayments.......................................................................    43
            2.06             Termination or Reduction of Commitments...........................................    44
            2.07             Repayment of Loans................................................................    45
            2.08             Interest..........................................................................    45
            2.09             Fees..............................................................................    45
            2.10             Computation of Interest and Fees..................................................    46
            2.11             Evidence of Debt..................................................................    47
            2.12             Payments Generally; Administrative Agent's Clawback...............................    48
            2.13             Sharing of Payments by Lenders....................................................    50
            2.14             Designated Borrowers..............................................................    50

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY............................................................    52
            3.01             Taxes.............................................................................    52
            3.02             Illegality........................................................................    54
            3.03             Inability to Determine Rates......................................................    54
            3.04             Increased Costs; Reserves on Eurocurrency Rate Loans..............................    55
            3.05             Compensation for Losses...........................................................    57
            3.06             Mitigation Obligations; Replacement of Lenders....................................    58
            3.07             Survival..........................................................................    58

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..........................................................    58
            4.01             Conditions of Initial Credit Extension............................................    58
            4.02             Conditions to all Credit Extensions...............................................    60

ARTICLE V. REPRESENTATIONS AND WARRANTIES......................................................................    61
            5.01             Existence, Qualification and Power; Compliance with Laws..........................    61
            5.02             Authorization; No Contravention...................................................    61
            5.03             Governmental Authorization; Other Consents........................................    61
            5.04             Binding Effect....................................................................    62
            5.05             Financial Statements; No Material Adverse Effect..................................    62
            5.06             Litigation........................................................................    62
            5.07             No Default........................................................................    63
            5.08             Ownership of Property; Liens......................................................    63




                          TABLE OF CONTENTS (CONTINUED)


          Section                                                                                                 Page
          -------                                                                                                 ----
                                                                                                               
            5.09             Environmental Compliance..........................................................    63
            5.10             Insurance.........................................................................    63
            5.11             Taxes.............................................................................    63
            5.12             ERISA Compliance..................................................................    63
            5.13             Subsidiaries......................................................................    64
            5.14             Margin Regulations; Investment Company Act; Public Utility Holding Company Act....    65
            5.15             Disclosure........................................................................    65
            5.16             Intellectual Property; Licenses, Etc..............................................    65
            5.17             Senior Indebtedness...............................................................    65
            5.18             Security Interest.................................................................    66
            5.19             No Restricted Junior Payments.....................................................    66
            5.20             Solvency..........................................................................    66

ARTICLE VI. AFFIRMATIVE COVENANTS..............................................................................    66
            6.01             Financial Statements..............................................................    66
            6.02             Certificates; Other Information...................................................    67
            6.03             Notices...........................................................................    68
            6.04             Payment of Obligations............................................................    69
            6.05             Preservation of Existence, Etc....................................................    69
            6.06             Maintenance of Properties.........................................................    70
            6.07             Maintenance of Insurance..........................................................    70
            6.08             Compliance with Laws..............................................................    70
            6.09             Books and Records.................................................................    70
            6.10             Inspection Rights.................................................................    70
            6.11             Compliance with ERISA.............................................................    71
            6.12             Use of Proceeds...................................................................    71
            6.13             Senior Indebtedness...............................................................    71
            6.14             Covenant to Guarantee Obligations and Give Security...............................    71
            6.15             Post-Closing Items................................................................    73

ARTICLE VII. NEGATIVE COVENANTS................................................................................    73
            7.01             Liens.............................................................................    73
            7.02             Investments.......................................................................    76
            7.03             Indebtedness......................................................................    77
            7.04             Fundamental Changes...............................................................    79
            7.05             Dispositions......................................................................    79
            7.06             Restricted Junior Payments........................................................    80
            7.07             ERISA.............................................................................    81
            7.08             Change in Nature of Business; Fiscal Year End.....................................    81
            7.09             Transactions with Affiliates......................................................    82
            7.10             Capital Expenditures..............................................................    82
            7.11             Burdensome Agreements.............................................................    82
            7.12             Use of Proceeds...................................................................    83
            7.13             Financial Covenants...............................................................    83

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES...................................................................    84
            8.01             Events of Default.................................................................    84
            8.02             Remedies Upon Event of Default....................................................    87
            8.03             Application of Funds..............................................................    87

ARTICLE IX. THE AGENTS.........................................................................................    88


                                       ii



                          TABLE OF CONTENTS (CONTINUED)


          Section                                                                                                 Page
          -------                                                                                                 ----
                                                                                                               
            9.01             Appointment and Authority.........................................................    88
            9.02             Rights as a Lender................................................................    88
            9.03             Exculpatory Provisions............................................................    89
            9.04             Reliance by Agents................................................................    89
            9.05             Delegation of Duties..............................................................    90
            9.06             Resignation of Administrative Agent and Collateral Agent..........................    90
            9.07             Non-Reliance on Agents and Other Lenders..........................................    92
            9.08             No Other Duties, Etc..............................................................    92
            9.09             Administrative Agent May File Proofs of Claim.....................................    92
            9.10             Collateral and Guaranty Matters...................................................    93

ARTICLE X. MISCELLANEOUS.......................................................................................    94
            10.01            Amendments, Etc...................................................................    94
            10.02            Notices; Effectiveness; Electronic Communication..................................    95
            10.03            No Waiver; Cumulative Remedies....................................................    97
            10.04            Expenses; Indemnity; Damage Waiver................................................    97
            10.05            Payments Set Aside................................................................    99
            10.06            Successors and Assigns............................................................    99
            10.07            Treatment of Certain Information; Confidentiality.................................   102
            10.08            Right of Setoff...................................................................   103
            10.09            Interest Rate Limitation..........................................................   103
            10.10            Counterparts; Integration; Effectiveness..........................................   104
            10.11            Survival of Representations and Warranties........................................   104
            10.12            Severability......................................................................   104
            10.13            Replacement of Lenders............................................................   104
            10.14            Governing Law; Jurisdiction; Etc..................................................   105
            10.15            Waiver of Jury Trial..............................................................   106
            10.16            USA PATRIOT Act Notice............................................................   106
            10.17            Time of the Essence...............................................................   106
            10.18            Judgment Currency.................................................................   106
            10.19            Amendment and Restatement.........................................................   107

            SIGNATURES.........................................................................................   S-1


                                      iii



SCHEDULES

     1.01-1   Mandatory Cost Formulae
     1.01-2   Existing Letters of Credit
     2.01     Commitments and Applicable Percentages
     5.13     Subsidiaries and Other Equity Investments
     6.15     Post-Closing Items
     7.01     Existing Liens
     7.02     Existing Investments
     7.03     Existing Indebtedness
     7.11     Burdensome Agreements
     10.02    Administrative Agent's Office; Certain Addresses for Notices

EXHIBITS

              FORM OF

     A        Committed Loan Notice
     B        Note
     C        Compliance Certificate
     D        Assignment and Assumption
     E        Company Guaranty
     F        Subsidiary Guaranty
     G        Designated Borrower Request and Assumption Agreement
     H        Designated Borrower Notice
     I        Joinder Agreement
     J        Interco Subordination Agreement
     K        Intercompany Note
     L        Intercreditor Agreement
     M        Subordination Terms
     N        Security Agreement
     O        Pledge Agreement
     P        Opinion Matters



                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("Agreement") is entered into as of August 20, 2004,
among SOLECTRON CORPORATION, a Delaware corporation (the "Company"), certain
Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a
"Designated Borrower" and, together with the Company, the "Borrowers" and, each
a "Borrower"), each issuer of letters of credit from time to time party hereto
(collectively, the "L/C Issuers" and individually, an "L/C Issuer"), and lending
institutions from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent
and Collateral Agent.

      The Company has requested that the L/C Issuers and the Lenders provide a
revolving multicurrency credit facility, to the Company and its Designated
Borrowers, and the L/C Issuers and the Lenders are willing to do so on the terms
and conditions set forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, (including in the recitals
hereof), the following terms shall have the meanings set forth below:

      "ACES" means the Borrower's Adjustable Conversion Rate Equity Securities
issued under the Subordinated Indenture.

      "Acquisition" shall mean any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of in excess of 50% of the Capital Stock of any Person, or otherwise causing any
Person to become a Subsidiary, or (b) a merger or consolidation or any other
combination with another Person (other than a Person that is a Subsidiary) in
which the Company or a Subsidiary is the surviving entity.

      "Additional Secured Obligations" means any direct or indirect liability,
contingent or otherwise, of the Company or any of its Subsidiaries in respect of
any foreign exchange and cash management services (including treasury,
depository, overdraft, credit or debit card, electronic funds transfer and other
cash management arrangements) provided by any Lender, including obligations for
the payment of fees, interest, charges, expenses, attorneys' fees and
disbursements in connection therewith.

      "Additional Secured Obligation Documents" means any documents, instruments
or agreements evidencing any Additional Secured Obligations.

      "Additional Secured Obligation Provider" means any Lender making credit
extensions to the Company or any Subsidiaries pursuant to any Additional
Secured Obligation Documents.

                                       1


      "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      "Administrative Agent's Office" means, with respect to any currency, the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company, the L/C Issuers and the Lenders.

      "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      "Agent" means each of the Administrative Agent and the Collateral Agent.

      "Agent/BAS Fee Letter" means the letter agreement, dated July 14, 2004,
among the Company, the Administrative Agent and the BAS.

      "Aggregate Commitments" means the Commitments of all the Lenders.

      "Agreement" means this Credit Agreement.

      "Alternative Currency" means (i) in the case of Loans, each of Euro,
Sterling and Yen, (ii) in the case of Letters of Credit, each of Euro, Sterling,
Yen and Canadian Dollars, and (iii) each other currency (other than Dollars)
that is approved in accordance with Section 1.05.

      "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the applicable
L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.

      "Applicable Percentage" means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender's Commitment at such time. If the commitment of each
Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.

      "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:

                                        2




                                                                          APPLICABLE RATE
                                                     ----------------------------------------------------------------
        DEBT RATINGS AND                              EURODOLLAR RATE LOANS                    UTILIZATION FEE
         PRICING LEVELS             UNUSED FEE       AND LETTER OF CREDIT FEE            (IF UTILIZATION EXCEEDS 25%)
         --------------             ----------       ------------------------            ----------------------------
                                                                                
LEVEL 1:
Greater than BB [BB-] by S&P
Greater than Ba2 [Ba3] by Moody's     0.300%                  1.25%                                    0%

LEVEL 2:
BB [BB-] by S&P
Ba2 [Ba3] by Moody's                  0.400%                  1.50%                                 0.15%

LEVEL 3:
BB- [B+] by S&P                       0.500%                  1.75%                                 0.25%
Ba3 [B1] by Moody's

LEVEL 4:
B+ [B] by S&P                         0.625%                  2.25%                                 0.25%
B1 [B2] by Moody's

LEVEL 5:
Less than B+ [B] by S&P
Less than B1 [B2] by Moody's          0.750%                  2.75%                                 0.25%


            "Debt Rating" means, as of any date of determination, the rating as
      determined by either S&P or Moody's (collectively, the "Debt Ratings") of
      (a) the senior credit facility contemplated by this Agreement, or if such
      ratings are not available, (b) the Company's non-credit-enhanced, senior
      unsecured long-term debt (indicated in brackets); provided that if a split
      Debt Rating is issued by each of the foregoing rating agencies, then the
      lower of such Debt Ratings shall apply (with the Debt Rating for Pricing
      Level 1 being the highest and the Debt Rating for Pricing Level 5 being
      the lowest), unless there is a split in Debt Ratings of more than one
      level, in which case the Pricing Level that is one level higher than the
      Pricing Level of the lower Debt Rating shall apply.

Initially, the Applicable Rate shall be determined based upon Pricing Level 3.
Thereafter, each change in the Applicable Rate resulting from a publicly
announced change in the Debt Rating shall be effective during the period
commencing on the next Business Day after the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the
next such change.

      "Applicable Time" means, with respect to any borrowings and payments in
any Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be reasonably determined by the Administrative Agent
or the applicable L/C Issuer, as the case may be, to be necessary for timely
settlement on the relevant date in accordance with normal banking procedures in
the place of payment.

      "Applicant Borrower" has the meaning specified in Section 2.14.

      "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by

                                       3


Section 10.06(b), and accepted by the Administrative Agent, in substantially the
form of Exhibit D or any other form approved by the Administrative Agent.

      "Attributable Indebtedness" means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.

      "Audited Financial Statements" means the audited consolidated balance
sheet of the Company and its Subsidiaries for the fiscal year ended August 29,
2003, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Company and its
Subsidiaries.

      "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuers to make L/C Credit Extensions pursuant to Section 8.02.

      "Bank of America" means Bank of America, N.A. and its successors.

      "BAS" means Banc of America Securities LLC, in its capacity as joint lead
arranger and joint book manager.

      "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      "Base Rate Committed Loan" means a Committed Loan that is a Base Rate
Loan.

      "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

      "Borrower" and "Borrowers" each has the meaning specified in the
introductory paragraph hereto.

      "Borrowing" means a Committed Borrowing.

      "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state

                                       4


where the Administrative Agent's Office with respect to Obligations denominated
in Dollars is located and:

            (a) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in Dollars, any fundings,
      disbursements, settlements and payments in Dollars in respect of any such
      Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out
      pursuant to this Agreement in respect of any such Eurocurrency Rate Loan,
      means any such day on which dealings in deposits in Dollars are conducted
      by and between banks in the London interbank eurodollar market;

            (b) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
      settlements and payments in Euro in respect of any such Eurocurrency Rate
      Loan, or any other dealings in Euro to be carried out pursuant to this
      Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET
      Day;

            (c) if such day relates to any interest rate settings as to a
      Eurocurrency Rate Loan denominated in a currency other than Dollars or
      Euro, means any such day on which dealings in deposits in the relevant
      currency are conducted by and between banks in the London or other
      applicable offshore interbank market for such currency; and

            (d) if such day relates to any fundings, disbursements, settlements
      and payments in a currency other than Dollars or Euro in respect of a
      Eurocurrency Rate Loan denominated in a currency other than Dollars or
      Euro, or any other dealings in any currency other than Dollars or Euro to
      be carried out pursuant to this Agreement in respect of any such
      Eurocurrency Rate Loan (other than any interest rate settings), means any
      such day on which banks are open for foreign exchange business in the
      principal financial center of the country of such currency.

      "Capital Stock" means all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, all
equivalent ownership interests in a Person (other than a corporation), including
partnership interests and membership interests, and all warrants, rights or
options to purchase or other arrangements or rights to acquire any of the
foregoing, provided that in no event shall the term "Capital Stock" include
Convertible Notes.

      "Cash Collateralize" has the meaning specified in Section 2.03(g).

      "Cash Interest Coverage Ratio" means, as of any date of determination, the
ratio of Consolidated EBITDA for the fiscal quarter ending on such date to
Consolidated Cash Interest Charges during such fiscal quarter.

      "Cash Restructuring Charges" means, in respect of any period, any cash
restructuring charges taken by the Company and its Subsidiaries on a
consolidated basis during such period in accordance with GAAP.

      "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof

                                       5


by any Governmental Authority or (c) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any
Governmental Authority.

      "Change of Control" means, with respect to any Person, an event or series
of events by which:

            (a) any "person" or "group" (as such terms are used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any
      employee benefit plan of such person or its subsidiaries, or any person or
      entity acting in its capacity as trustee, agent or other fiduciary or
      administrator of any such plan) becomes the "beneficial owner" (as defined
      in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
      that such a person or group shall be deemed to have "beneficial ownership"
      of all securities that such person or group has the unconditional right to
      acquire (such right, an "option right"), whether such right is exercisable
      immediately or only after the passage of time), directly or indirectly, of
      35% or more of the equity securities of such Person entitled to vote for
      members of the board of directors or equivalent governing body of such
      Person on a partially-diluted basis (i.e., taking into account all such
      securities that such person or group has the right to acquire pursuant to
      any option right); or

            (b) during any period of 12 consecutive months, a majority of the
      members of the board of directors or other equivalent governing body of
      such Person cease to be composed of individuals (i) who were members of
      that board or equivalent governing body on the first day of such period,
      (ii) whose election or nomination to that board or equivalent governing
      body was approved by individuals referred to in clause (i) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body or (iii) whose
      election or nomination to that board or other equivalent governing body
      was approved by individuals referred to in clauses (i) and (ii) above
      constituting at the time of such election or nomination at least a
      majority of that board or equivalent governing body.

      "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 10.01.

      "Code" means the Internal Revenue Code of 1986.

      "Collateral Agent" means Bank of America, in its capacity as collateral
agent under the Intercreditor Agreement, the Pledge Agreement, the Security
Agreement and the Interco Subordination Agreement.

      "Commitment" means, as to each Lender, its obligation to (a) make
Committed Loans to the Borrowers pursuant to Section 2.01, and (b) purchase
participations in L/C Obligations, in an aggregate principal amount at any one
time outstanding not to exceed the Dollar amount set forth opposite such
Lender's name on Schedule 2.01 or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

                                       6


      "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.

      "Committed Loan" has the meaning specified in Section 2.01.

      "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

      "Company" has the meaning specified in the introductory paragraph hereto.

      "Company Guaranty" means the Company Guaranty made by the Company in favor
of the Administrative Agent, the L/C Issuers and the Lenders, substantially in
the form of Exhibit E.

      "Compliance Certificate" means a certificate substantially in the form of
Exhibit C.

      "Consolidated Cash Interest Charges" means, for any period, for the
Company and its Subsidiaries on a consolidated basis, the sum of cash payments
for (a) all interest, premium payments, fees, charges and related expenses of
the Company and its Subsidiaries in connection with borrowed money or in
connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, (b) the portion of rent
expense of the Company and its Subsidiaries with respect to such period under
capital leases that is treated as interest in accordance with GAAP and (c) the
portion of rent expense comprising interest with respect to the Synthetic Lease
Obligations of the Company and its Subsidiaries plus any net payment made, or
minus any net payment received, by the Company or any consolidated Subsidiary
under any Swap Contract consisting of an interest rate swap relating to
Indebtedness of the Company or any such Subsidiary. This definition shall not
include non-cash interest charges (including accretion on the Company's LYONs).

      "Consolidated EBITDA" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to (a) Consolidated Net
Income, plus (b) (i) Consolidated Interest Charges, (ii) the amount of taxes,
based on or measured by income, used or included in the determination of such
Consolidated Net Income, and (iii) the amount of depreciation and amortization
expense deducted in determining such Consolidated Net Income, minus (or plus)
(c) gains (or losses) on the retirement of Indebtedness to the extent increasing
(or decreasing) Consolidated Net Income, plus (d) the Non-Cash Restructuring
Charges deducted in calculating Consolidated Net Income for such period, plus
(e) the Goodwill Impairment Charges deducted in calculating Consolidated Net
Income for such period, plus (f) the Cash Restructuring Charges deducted in
calculating Consolidated Net Income for such period, provided that the
cumulative aggregate amount of Cash Restructuring Charges taken after the
quarter ending on May 28, 2004 shall not exceed $75,000,000 in the aggregate,
plus (g) losses arising from the Exchange Offers deducted in calculating
Consolidated Net Income for the fiscal quarter in which such loss is recognized.

      "Consolidated Indebtedness" means, as of any date of determination, the
total of all Indebtedness of the Company and its Subsidiaries outstanding on
such date, after eliminating all

                                       7


offsetting debits and credits between the Company and its Subsidiaries and all
other items required to be eliminated (other than Synthetic Lease Obligations)
in the course of the preparation of consolidated financial statements of the
Company and its Subsidiaries in accordance with GAAP.

      "Consolidated Interest Charges" means, for any period, for the Company and
its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium
payments, fees, charges and related expenses of the Company and its Subsidiaries
in connection with borrowed money (including capitalized interest) or in
connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, (b) the portion of rent
expense of the Company and its Subsidiaries with respect to such period under
capital leases that is treated as interest in accordance with GAAP and (c) the
portion of rent expense comprising interest with respect to the Synthetic Lease
Obligations of the Company and its Subsidiaries.

      "Consolidated Net Income" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the net income of the Company and its
Subsidiaries from continuing operations (before extraordinary items, and
excluding gains or losses from Dispositions of assets) for that period.

      "Consolidated Total Assets" means, as of the last day of any fiscal
quarter, the total assets of the Company and its Subsidiaries which would be
shown as assets on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with GAAP, after eliminating all amounts
properly attributable to minority interests, if any, in the stock and surplus of
Subsidiaries. For purposes of Sections 7.02(n), 7.03(e), 7.03(i), 7.03(j),
7.05(j), and 7.11(f), Consolidated Total Assets shall be calculated on a pro
forma basis giving effect to any Permitted Acquisition from the date of the
financial statements referenced in any such section.

      "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

      "Convertible Notes" means notes or other Indebtedness that are convertible
into Capital Stock of the Company or any of its Subsidiaries at the option of
the holders thereof.

      "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "Debt Rating" has the meaning specified in the definition of "Applicable
Rate."

      "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the

                                       8


United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

      "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.

      "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) 2%
per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus
2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per annum.

      "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans or participations in L/C Obligations required to
be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute, or (c) has been deemed insolvent or become the subject of
a bankruptcy or insolvency proceeding.

      "Designated Borrower" has the meaning specified in the introductory
paragraph hereto.

      "Designated Borrower Notice" has the meaning specified in Section 2.14.

      "Designated Borrower Request and Assumption Agreement" has the meaning
specified in Section 2.14.

      "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

      "Dollar" and "$" mean lawful money of the United States.

      "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the applicable L/C Issuer,
as the case may be, at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of Dollars with
such Alternative Currency.

      "Domestic Subsidiary" means any Subsidiary that is organized under the
laws of any political subdivision of the United States.

      "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent and the L/C Issuers, and (ii) unless an
Event of Default has occurred and is continuing, the

                                       9


Company (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall not
include the Company or any of the Company's Affiliates or Subsidiaries; and
provided further, however, that an Eligible Assignee shall include only a
Lender, an Affiliate of a Lender, an Approved Fund or another Person, which,
through its Lending Offices, is capable of lending the applicable Alternative
Currencies to the relevant Borrowers without the imposition of any additional
Indemnified Taxes.

      "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.

      "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

      "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, ordinances, rules, regulations, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions or policies, including the Comprehensive Environmental
Response, Compensation and Liability Act, the Superfund Amendments and
Reauthorization Act, the Resource Conservation and Recovery Act, the Toxic
Substances Control Act, the Clean Air Act and the Clean Water Act, relating to
the environment or to emissions, discharges or releases of pollutants,
contaminants, petroleum or petroleum products, chemicals or industrial, toxic or
hazardous substances or wastes into the environment (including, 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, petroleum or petroleum products, chemicals
or industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

      "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon the Company or
any ERISA Affiliate.

                                       10


      "Euro" and "EUR" mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.

      "Eurocurrency Rate" means, for any Interest Period with respect to a
Eurocurrency Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period. If such rate is
not available at such time for any reason, then the "Eurocurrency Rate" for such
Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in the relevant currency for delivery on
the first day of such Interest Period in Same Day Funds in the approximate
amount of the Eurocurrency Rate Loan being made, continued or converted by Bank
of America and with a term equivalent to such Interest Period would be offered
by Bank of America's London Branch (or other Bank of America branch or
Affiliate) to major banks in the London or other offshore interbank market for
such currency at their request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period.

      "Eurocurrency Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated
in Dollars or in an Alternative Currency. All Committed Loans denominated in an
Alternative Currency must be Eurocurrency Rate Loans.

      "Event of Default" has the meaning specified in Section 8.01.

      "Exchange Offers" means one or more exchange offers by the Borrower to the
holders of the ACES in substantially the form described to the Administrative
Agent and the Lenders in the Borrower's letter dated March 29, 2004.

      "Excluded U.S. Subsidiary" means a U.S. Subsidiary that is a dormant,
inactive or name-holding Subsidiary and that does not own or hold any collateral
of the type described in the Security Agreement with a book value equal to or
exceeding $10,000. Notwithstanding the foregoing, the term "Excluded U.S.
Subsidiary" shall include any Special Purpose Subsidiary.

      "Excluded Taxes" means, with respect to either Agent, any Lender, any L/C
Issuer or any other recipient of any payment to be made by or on account of any
obligation of any Borrower hereunder, (a) taxes imposed on or measured by its
overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable Lending Office is located, (b) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction in which
such Borrower is located and (c) except as provided in the following sentence,
in the case of a Foreign Lender (other than an assignee pursuant to a request by
the Company under Section 10.13), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office) or is attributable to such Foreign
Lender's failure or inability (other than as

                                       11


a result of a Change in Law) to comply with Section 3.01(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new Lending Office (or assignment), to receive
additional amounts from the applicable Borrower with respect to such withholding
tax pursuant to Section 3.01(a). Notwithstanding anything to the contrary
contained in this definition, "Excluded Taxes" shall not include any withholding
tax imposed at any time on payments made by or on behalf of a Foreign Obligor to
any Lender hereunder or under any other Loan Document, provided that such Lender
shall have complied with the last paragraph of Section 3.01(e).

      "Existing Credit Agreement" means that certain Credit Agreement dated as
of February 14, 2002, among the Company, Bank of America, as agent, and a
syndicate of lenders, as amended.

      "Existing Letters of Credit" means the letters of credit listed on
Schedule 1.01-2.

      "Fair Market Value" means, at any time and with respect to any property,
the sale value of such property that could reasonably be expected to be realized
in an arm's-length sale at such time between an informed and willing buyer and
an informed and willing seller (neither being under a compulsion to buy or
sell).

      "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

      "Fee Letters" means the Agent/BAS Fee Letter, the JPMS Fee Letter and the
Issuer Fee Letters.

      "First Tier non-U.S. Subsidiary" means, at any date of determination, each
non-U.S. Material Subsidiary in which the Company or any of its U.S.
Subsidiaries owns directly more than 50%, in the aggregate, of the Capital Stock
of such Subsidiary.

      "Fleet Bank" means Fleet National Bank or its successor.

      "Foreign Lender" means, with respect to any Borrower, any Lender that is
organized under the laws of a jurisdiction other than that in which such
Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed
to constitute a single jurisdiction.

      "Foreign Obligor" means a Loan Party that is a non-U.S. Subsidiary.

                                       12


      "Foreign Plan" shall mean any employee benefit plan maintained by the
Borrower or any of its Subsidiaries which is mandated or governed by any Laws of
any Governmental Authority other than the United States.

      "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

      "Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

      "Goodwill Impairment Charges" means, in respect of any period, any
goodwill impairment charges taken by the Company and its Subsidiaries on a
consolidated basis during such period in accordance with GAAP.

      "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

      "Guarantee" means, as to any Person, (a) any obligation, contingent or
otherwise, of such Person guarantying or having the economic effect of
guarantying any Indebtedness payable or performable by another Person (the
"primary obligor") in any manner, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness, (ii) to purchase or
lease property, securities or services for the purpose of assuring the obligee
in respect of such Indebtedness of the payment or performance of such
Indebtedness, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness, or (iv) entered into for
the purpose of assuring in any other manner the obligees in respect of such
Indebtedness of the payment or performance thereof or to protect such obligees
against loss in respect thereof (in whole or in part), or (b) any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other
Person, whether or not such Indebtedness or other obligation is assumed by such
Person; provided, however, that the term "Guarantee" shall not include (i)
endorsements of instruments for deposit or collection in the ordinary course of
business or (ii) ordinary course indemnification obligations not constituting
financial undertakings. The amount of any Guarantee shall be deemed to be, in
the case of clause (a) above, an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum

                                       13


reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith, and in the case of clause (b) above, an amount
equal to the lesser of the outstanding amount of such secured Indebtedness or
the Fair Market Value of the assets subject to such Lien.

      "Guaranties" means the Company Guaranty and the Subsidiary Guaranty.

      "Indebtedness" means, without duplication, as to any Person at a
particular time, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b) all direct or contingent obligations of such Person arising
      under letters of credit (including standby and commercial), banker's
      acceptances, bank guaranties, surety bonds and similar instruments, other
      than (i) letters of credit issued to guarantee performance under operating
      leases or to guarantee payment of worker's compensation claims in an
      aggregate amount at any time not to exceed $50,000,000, and (ii)
      obligations under the Stream Letters of Credit.

            (c) all obligations (whether or not currently owed) of such Person
      with respect to Swap Termination Values;

            (d) all obligations of such Person to pay the deferred purchase
      price of property or services;

            (e) indebtedness (excluding prepaid interest thereon) secured by a
      Lien on property owned or being purchased by such Person (including
      indebtedness arising under conditional sales or other title retention
      agreements), whether or not such indebtedness shall have been assumed by
      such Person or is limited in recourse;

            (f) all Attributable Indebtedness in respect of capital leases and
      Synthetic Lease Obligations; and

            (g) all Guarantees of such Person in respect of any of the
      foregoing.

      For all purposes hereof, the Indebtedness of any Person shall (i) include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person and to any holder of an equity interest in such
Person (subject only to customary recourse exceptions acceptable to the Required
Lenders), and (ii) exclude (A) inchoate indemnity obligations relating to such
Indebtedness and (B) trade accounts payable in the ordinary course of business.
For the purposes of calculating the amount of Indebtedness hereunder, accrued
interest not due and payable shall be ignored.

      "Indemnified Taxes" means Taxes other than Excluded Taxes.

      "Indemnitees" has the meaning specified in Section 10.04(b).

                                       14


      "Insignificant Subsidiary" means at any time during any fiscal year of the
Company, any Subsidiary of the Borrower with revenues (determined by reference
to its latest quarterly financial statements) for the trailing 12-month period
then ended not exceeding $25,000,000.

      "Intercompany Indebtedness" means Indebtedness (whether or not evidenced
by a writing) of the Company or any of its Subsidiaries payable to, as
applicable, the Company or any of its Subsidiaries.

      "Intercompany Note" means each Intercompany Note (if any) executed by (a)
any Loan Party evidencing Intercompany Indebtedness of such Loan Party payable
to the Company or any of its Subsidiaries, or (b) any Subsidiary of the Company
evidencing Intercompany Indebtedness of such Subsidiary payable to any Loan
Party, in each case, substantially in the form of Exhibit K.

      "Interco Subordination Agreement" means the Amended and Restated Interco
Subordination Agreement, dated the date hereof, among the Loan Parties, each
Subsidiary that may from time to time become a payee on any Intercompany
Indebtedness owed by a Loan Party, and the Collateral Agent substantially in the
form of Exhibit J.

      "Intercreditor Agreement" means the Amended and Restated Intercreditor
Agreement executed by the Collateral Agent and the Administrative Agent
substantially in the form of Exhibit L.

      "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each
March, June, September and December and the Maturity Date.

      "Interest Period" means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Company in its Committed Loan
Notice or such other period that is twelve months or less requested by the
Company and consented to by all the Lenders; provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless such Business Day falls in another calendar month, in which case
      such Interest Period shall end on the next preceding Business Day;

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

            (iii) no Interest Period shall extend beyond the Maturity Date.

                                       15


      "Interest Rate Swap" has the meaning set forth in Section 2.04(a).

      "Investment" means, as to any Person, any direct or indirect acquisition
or investment by such Person, whether by means of (a) the purchase or other
acquisition of Capital Stock of another Person, (b) a loan, advance or capital
contribution to, guarantee or assumption of Indebtedness of, or purchase or
other acquisition of any other Indebtedness in another Person, or (c) the
purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit; provided that any
contribution of any IP Rights to such other Person in the form of know how or
other similar form shall not constitute an "Investment." For purposes of
covenant compliance, the amount of any Investment shall be the amount actually
invested, without adjustment for subsequent increases or decreases in the value
of such Investment.

      "IP Rights" has the meaning set forth in Section 5.16.

      "IRS" means the United States Internal Revenue Service.

      "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

      "Issuer Documents" means with respect to any Letter of Credit, the Letter
Credit Application, and any other document, agreement and instrument entered
into by any L/C Issuer and the Company (or any Subsidiary) or in favor any L/C
Issuer and relating to any Letter of Credit.

      "Issuer Fee Letters" means (i) as to Bank of America and Fleet Bank, the
Agent/BAS Fee Letter, and (ii) as to any other L/C Issuer, any letter agreement
or other document, agreement or instrument setting forth the agreement between
the Company and such L/C Issuer relating to the fronting fee payable to such L/C
Issuer pursuant to Section 2.03(j).

      "Joinder Agreement" means a Joinder Agreement in substantially the form of
Exhibit I, as modified or supplemented as provided in Section 2.04.

      "Joint Lead Arranger" means each of BAS and JPMS.

      "JPMorgan Chase" means JPMorgan Chase Bank and its successors.

      "JPMS" means J.P. Morgan Securities, Inc., in its capacity as joint lead
arranger and joint book manager.

      "JPMS Fee Letter" means the letter agreement, dated July 14, 2004, among
the Company, JPMorgan Chase and JPMS.

      "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof,

                                       16


and all applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

      "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage. All L/C Advances shall be denominated in Dollars.

      "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated
in Dollars.

      "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or renewal or extension of the expiry date thereof, or the
increase of the amount thereof.

      "L/C Issuer" means any of Bank of America, Fleet Bank and Union Bank of
California, N.A., each in its capacity as issuer of Letters of Credit hereunder,
or any successor or additional issuer of Letters of Credit hereunder.

      "L/C Obligations" means, as at any date of determination, the aggregate
amount available to be drawn under all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.08. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be "outstanding" in the amount so
remaining available to be drawn.

      "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes a Lender in its capacity as an L/C
Issuer; provided that, solely for purposes of the Guaranties, the Pledge
Agreement, the Security Agreement, the Interco Subordination Agreement and the
Intercreditor Agreement, as well as Article IX, Sections 10.02, 10.03, 10.04(a)
and (b), and 10.05, "Lenders" shall also include any Swap Counterparty hereunder
and any Additional Secured Obligation Provider.

      "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

      "Letter of Credit" means any standby letter of credit issued hereunder and
shall include the Existing Letters of Credit. Letters of Credit may be issued in
Dollars or in an Alternative Currency.

      "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the applicable L/C Issuer.

                                       17


      "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date for Committed Loans.

      "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

      "Letter of Credit Sublimit" means an amount equal to $100,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

      "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), fixed or floating charge,
or other security interest or preferential arrangement in the nature of a
security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement and any financing lease having
substantially the same economic effect as any of the foregoing), including the
interest of a purchaser of accounts receivable.

      "Loan" means an extension of credit by a Lender to a Borrower under
Article II in the form of a Committed Loan.

      "Loan Documents" means this Agreement, each Designated Borrower Request
and Assumption Agreement, each Note, each Issuer Document, the Fee Letters, the
Guaranties, the Pledge Agreement, the Security Agreement, the Interco
Subordination Agreement, the Intercreditor Agreement and any Intercompany Note,
provided that, solely for purposes of the Guaranties, the Pledge Agreement, the
Security Agreement, the Interco Subordination Agreement and the Intercreditor
Agreement, as well as Sections 2.04, 10.04(b) and 10.10, "Loan Documents" shall
also include any Interest Rate Swap and any Joinder Agreement pursuant to
Section 2.04.

      "Loan Document Parties" means, collectively, the Company and each
Subsidiary party to a Loan Document.

      "Loan Parties" means, collectively, the Company, each Subsidiary Guarantor
and each Designated Borrower.

      "LYONs" means the Borrower's Liquid Yield Option Notes (Zero
Coupon-Senior) due 2020 issued under a supplemental indenture dated as of May 8,
2000 and a supplemental indenture dated as of November 20, 2000 and the
Borrower's Liquid Yield Option Notes (Zero Coupon-Senior) due 2019, issued under
an indenture dated as of January 27, 1999.

      "Mandatory Cost" means, with respect to any period, the percentage rate
per annum determined in accordance with Schedule 1.01-1.

      "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of the
Company or the Company and its Subsidiaries taken as a whole; (b) a material
impairment of the ability of any Loan Party to perform its payment obligations
under any Loan Document to which it is a party; or (c) a material adverse effect
upon the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document to which it is a party.

                                       18


      "Material Subsidiary" means at any time during any fiscal year of the
Company, any Subsidiary of the Company (other than a Special Purpose Subsidiary)
with revenues (determined by reference to its latest quarterly financial
statements) for the trailing 12-month period then ended in excess of
$50,000,000. In determining whether a Subsidiary of the Company is a (a) U.S.
Material Subsidiary, the revenues of its Subsidiaries shall be excluded or (b)
First Tier non-U.S. Subsidiary, such Subsidiary's revenues shall be deemed to
include all the revenues of its Subsidiaries.

      "Maturity Date" means (a) for Committed Loans, August 20, 2007; and (b)
for Additional Secured Obligations and Interest Rate Swaps, such maturity date
as set forth in the applicable Additional Secured Loan Obligation Document or
Joinder Agreement.

      "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

      "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding three
calendar years, has made or been obligated to make contributions.

      "Net Disposition Proceeds" means, in respect of any Disposition of any
property, net proceeds of such Disposition, calculated exclusive of reasonable
out-of-pocket expenses and taxes actually paid in connection with such
Disposition in the fiscal year during which such Disposition is consummated and
exclusive of the amount of any Indebtedness secured solely or principally by
such property and actually repaid.

      "Net Proceeds" means, with respect to any divestiture of assets or
property by any Person, the aggregate consideration received by such Person from
such divestiture minus the amount of reasonable fees and commissions actually
paid by such Person to Persons other than such Person or any Affiliate of such
Person in connection therewith.

      "Non-Cash Restructuring Charges" means, for any period, any non-cash
restructuring charges, other than charges relating to accounts receivable or
inventory write-downs, taken by the Company and its Subsidiaries during such
period on a consolidated basis in accordance with GAAP.

      "non-U.S. Subsidiary" means any Subsidiary of the Company that is not
organized under the laws of a jurisdiction of the United States or a state
thereof, provided that, so long as it is solely a holding company for one or
more non-U.S. Subsidiaries, SEH shall be a non-U.S. Subsidiary hereunder.

      "Note" means a promissory note made by a Borrower in favor of a Lender
evidencing Loans made by such Lender to such Borrower, substantially in the form
of Exhibit B.

      "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any

                                       19


Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding; provided that, solely for purposes
of the Guaranties, the Pledge Agreement, the Security Agreement, the Interco
Subordination Agreement and the Intercreditor Agreement, as well as Section
6.13, "Obligations" shall also include all obligations under Interest Rate
Swaps, Additional Secured Obligations and any Joinder Agreement pursuant to
Section 2.04, and provided, further, that for purposes of the Security
Agreement, "Obligations" shall exclude (i) any Interest Rate Swap and Joinder
Agreement in respect of any Interest Rate Swap to the extent secured by any cash
collateral or standby letter of credit acceptable to the applicable Swap
Counterparty, and (ii) any Additional Secured Obligations to the extent that
they arise from any liabilities in respect of (A) the mark-to-market value of
any foreign exchange contracts exceeding $75,000,000 at any time outstanding, or
(B) any treasury management facilities exceeding three days' exposure.

      "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

      "Other Taxes" means all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

      "Outstanding Amount" means (i) with respect to Committed Loans on any
date, the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Committed Loans occurring on such date; and (ii) with respect to any L/C
Obligations on any date, the Dollar Equivalent amount of the aggregate
outstanding amount of such L/C Obligations on such date after giving effect to
any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date, including as a result
of any reimbursements by the Company of Unreimbursed Amounts.

      "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent or the applicable L/C
Issuer, as the case may be, in accordance with banking industry rules on
interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day by a branch

                                       20


or Affiliate of Bank of America in the applicable offshore interbank market for
such currency to major banks in such interbank market.

      "Participant" has the meaning specified in Section 10.06(d).

      "Participating Member State" means each state so described in any EMU
Legislation.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

      "Permitted Acquisition" means any acquisition by the Company or any of its
Subsidiaries, whether by purchase, merger or otherwise, of all or substantially
all of the assets of, or at least 80% of the voting Capital Stock of, or a
business line, unit or division of, any Person; provided that,

            (a) all transactions in connection therewith shall have been
      consummated, in all material respects to the extent then required to be
      consummated in accordance with all applicable laws and in conformity with
      all applicable regulations and requirements of Governmental Authorities;

            (b) in the case of the acquisition of Capital Stock, at least 80% of
      the voting Capital Stock (except for any such Capital Stock in the nature
      of directors' qualifying shares required pursuant to applicable law)
      acquired or otherwise issued by such Person or any newly formed Subsidiary
      of the Company in connection with such acquisition shall be owned by the
      Company or any Subsidiary, and the Company shall have taken, or caused to
      be taken, as of the date such Person becomes a Subsidiary of the Company,
      each of the actions set forth in Section 6.14 in the case of a Material
      Subsidiary;

            (c) the Company and its Subsidiaries shall be in compliance with the
      financial covenants set forth in Section 7.13 on a pro forma basis after
      giving effect to such acquisition as of the last day of the fiscal quarter
      most recently ended, (as determined in accordance with Section 7.13), and
      immediately prior to, and after giving effect thereto, no Default shall
      have occurred and be continuing or would result therefrom;

            (d) with respect to any acquisition the Fair Market Value of the
      consideration for which is in excess of $50,000,000, the Company shall
      have delivered to the Administrative Agent at least five Business Days
      prior to such proposed acquisition, a Compliance Certificate evidencing
      compliance with Section 7.13 as required under clause (c) above, together
      with all relevant financial information with respect to such acquired
      assets, including the aggregate consideration for such acquisition and any
      other information required to demonstrate compliance with Section 7.13;
      and

                                       21


            (e) any Person or assets or division as acquired in accordance
      herewith shall be in the same line of business or lines of business in
      which the Company and/or its Subsidiaries are engaged as of the Closing
      Date, or lines of business reasonably related or incidental thereto or
      reasonable extensions thereof;

and provided, further, that the aggregate amount of Permitted Acquisitions
during any twelve-month period shall not exceed $300,000,000.

      "Permitted Lien" has the meaning set forth in Section 7.01.

      "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

      "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Company or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      "Pledge Agreement" means the Amended and Restated Pledge Agreement dated
as of the date hereof and made by the Company and each U.S. Subsidiary party
thereto in favor of the Collateral Agent for the benefit of the Lenders,
substantially in the form of Exhibit O.

      "Receivables" means all rights to payment arising out of the sale or lease
of goods or the performance of services in the ordinary and usual course of
business, however evidenced.

      "Register" has the meaning specified in Section 10.06(c).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit Extension, a Letter of Credit Application.

      "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuers to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, Lenders holding in the
aggregate more than 50% of the Total Outstandings; provided that the Commitment
of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.

      "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that

                                       22


is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Loan Party and such Responsible Officer shall
be conclusively presumed to have acted on behalf of such Loan Party.

      "Restricted Junior Payment" means (i) any dividend or other distribution
on account of any shares of any Capital Stock of the Company or any Subsidiary
now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value of Capital Stock of the
Company or any Subsidiary now or hereafter outstanding; (iii) any cash payment
made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire shares of any class of stock of the Company or any
Subsidiary now or hereafter outstanding; and (iv) any payment or prepayment of
principal of, premium, if any, or interest on, or redemption, purchase,
retirement, defeasance (including in-substance or legal defeasance), sinking
fund or similar payment with respect to, any Subordinated Indebtedness; provided
that no Restricted Junior Payment shall be deemed to occur upon the "cashless
exercise" of any options or warrants of the Company or any Subsidiary by the
holder thereof if such exercise does not result in the deemed repayment,
forgiveness or other cancellation of Indebtedness owing to the Company or any of
its Subsidiaries; provided further, that no Restricted Junior Payment shall be
deemed to occur with respect to (A) the delivery of Capital Stock upon
conversion of or in exchange for any Convertible Note, (B) the ACES converting
from Subordinated Indebtedness into senior Indebtedness in accordance with their
terms, or (C) any repurchase, prepayments, redemption or acquisition of the
LYONs that does not violate the terms of this Agreement.

      "Revaluation Date" means (a) with respect to any Loan, each of the
following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated
in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency
Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and
(iii) such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require; and (b) with respect to any Letter of Credit,
each of the following: (i) each date of issuance of a Letter of Credit
denominated in an Alternative Currency, (ii) each date of an amendment of any
such Letter of Credit having the effect of increasing the amount thereof (solely
with respect to the increased amount), (iii) each date of any payment by any L/C
Issuer under any Letter of Credit denominated in an Alternative Currency, and
(iv) such additional dates as the Administrative Agent or any L/C Issuer shall
determine or the Required Lenders shall require.

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

      "Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent or the applicable L/C Issuer, as the case
may be, to be customary in the place of disbursement or payment for the
settlement of international banking transactions in the relevant Alternative
Currency.

                                       23


      "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.

      "Security Agreement" means the Amended and Restated Security Agreement
dated as of the date hereof and made by the Company and each U.S. Subsidiary
(other than the Excluded U.S. Subsidiaries) in favor of the Collateral Agent for
the benefit of the Lenders, in substantially the form of Exhibit N.

      "SEH" means Solectron Europe Holdings LLC.

      "Senior Notes" has the meaning set forth in Schedule 7.03.

      "Solvent" means, with respect to any Person, that as of the date of
determination both (i) (a) the sum of such Person's debt (including contingent
liabilities) does not exceed all of its property, at a fair valuation; (b) the
Person is able to pay the probable liabilities on such Person's then existing
debts as they become absolute and matured; (c) such Person's capital is not
unreasonably small in relation to its business or any contemplated or undertaken
transaction; and (d) such Person does not intend to incur, or believe (nor
should it reasonably believe) that it will incur, debts beyond its ability to
pay such debts as they become due; and (ii) such Person is "solvent" within the
meaning given that term and similar terms under applicable laws relating to
fraudulent transfers and conveyances. For purposes of this definition, the
amount of any contingent liability at any time shall be computed as the amount
that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standards No. 5).

      "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

      "Special Purpose Subsidiary" means any bankruptcy remote special purpose
subsidiary of the Company or any of its Subsidiaries formed for the purpose of
securitizing accounts receivable or undivided interests therein and/or other
related assets transferred by the Company and/or any of its other Subsidiaries
to such subsidiary for financing purposes.

      "Spot Rate" for a currency means the rate determined by the Administrative
Agent or the applicable L/C Issuer, as applicable, to be the rate quoted by the
Person acting in such capacity as the spot rate for the purchase by such Person
of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two Business Days prior
to the date as of which the foreign exchange computation is made; provided that
the Administrative Agent or the applicable L/C Issuer may obtain such spot rate
from another financial institution designated by the Administrative Agent or
such L/C Issuer if the Person acting in such capacity does not have as of the
date of determination a spot buying rate for any such currency; and provided
further that an L/C Issuer may use such spot rate quoted on the date as of which
the foreign exchange computation is made in the case of any Letter of Credit
denominated in an Alternative Currency.

      "Sterling" and "L" mean the lawful currency of the United Kingdom.

                                       24


      "Stream Letters of Credit" means those certain letters of credit no.
01312231, 01232403 and 01344358, listed on Schedule 1.01-2, in respect of which
the Company's reimbursement obligations are supported in full by PNC Bank
standby letter of credit no. 00265679-00-000.

      "Subordinated Indebtedness" means (i) the ACES until such time as they
shall have become senior Indebtedness in accordance with their terms, (ii)
Intercompany Indebtedness of the Company or any of its Subsidiaries subordinated
in right of payment to the Obligations pursuant to the Interco Subordination
Agreement and (iii) other subordinated Indebtedness of the Company or any of its
Subsidiaries with subordination terms no less favorable to the Lenders than
those contained on Exhibit M hereto.

      "Subordinated Indenture" means the indenture, dated December 27, 2001, by
and between Solectron Corporation and State Street Bank and Trust Company of
California, N.A., as trustee, and any other document, supplement, instrument or
other agreement evidencing Subordinated Indebtedness issued thereunder.

      "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
Controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Company.

      "Subsidiary Guarantors" means each direct and indirect U.S. Material
Subsidiary whether now existing or hereafter acquired or organized.

      "Subsidiary Guaranty" means the Subsidiary Guaranty made by the Subsidiary
Guarantors in favor of the Administrative Agent and the Lenders, substantially
in the form of Exhibit F.

      "Swap Contract" means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

                                       25


      "Swap Counterparty" has the meaning set forth in Section 2.04(a).

      "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

      "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

      "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.

      "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

      "Threshold Amount" means $25,000,000.

      "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

      "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan.

      "Unfriendly Acquisition" means any Acquisition that has not, at the time
of the first public announcement of an offer relating thereto, been approved by
the board of directors (or other legally recognized governing body) of the
Person to be acquired; except that with respect to any Acquisition of a non-U.S.
Person, an otherwise friendly Acquisition shall not be deemed to be unfriendly
if it is not customary in such jurisdiction to obtain such approval prior to the
first public announcement of an offer relating to a friendly Acquisition.

      "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      "United States" and "U.S." mean the United States of America.

                                       26


      "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

      "U.S. Material Subsidiary" means any U.S. Subsidiary that is a Material
Subsidiary.

      "U.S. Subsidiary" means any Subsidiary of the Company that is organized
under the laws of a jurisdiction of the United States or a state thereof, which
is not owned directly or indirectly by a non-U.S. Subsidiary, provided that, so
long as it is solely a holding company for one or more non-U.S. Subsidiaries,
SEH shall not be a U.S. Subsidiary hereunder.

      "Wal-Mart Letter of Credit" means that certain letter of credit no.
1230498, listed on Schedule 1.01-2.

      "Yen" and "Y" mean the lawful currency of Japan.

      1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

            (a) The definitions of terms herein shall apply equally to the
      singular and plural forms of the terms defined. Whenever the context may
      require, any pronoun shall include the corresponding masculine, feminine
      and neuter forms. The words "include," "includes" and "including" shall be
      deemed to be followed by the phrase "without limitation." The word "will"
      shall be construed to have the same meaning and effect as the word
      "shall." Unless the context requires otherwise, (i) any definition of or
      reference to any agreement, instrument or other document (including any
      Organization Document) shall be construed as referring to such agreement,
      instrument or other document as from time to time amended, supplemented or
      otherwise modified (subject to any restrictions on such amendments,
      supplements or modifications set forth herein or in any other Loan
      Document), (ii) any reference herein to any Person shall be construed to
      include such Person's successors and assigns, (iii) the words "herein,"
      "hereof" and "hereunder," and words of similar import when used in any
      Loan Document, shall be construed to refer to such Loan Document in its
      entirety and not to any particular provision thereof, (iv) all references
      in a Loan Document to Articles, Sections, Exhibits and Schedules shall be
      construed to refer to Articles and Sections of, and Exhibits and Schedules
      to, the Loan Document in which such references appear, (v) any reference
      to any law shall include all statutory and regulatory provisions
      consolidating, amending replacing or interpreting such law and any
      reference to any law or regulation shall, unless otherwise specified,
      refer to such law or regulation as amended, modified or supplemented from
      time to time, and (vi) the words "asset" and "property" shall be construed
      to have the same meaning and effect and to refer to any and all tangible
      and intangible assets and properties, including cash, securities, accounts
      and contract rights.

            (b) In the computation of periods of time from a specified date to a
      later specified date, the word "from" means "from and including;" the
      words "to" and "until" each mean "to but excluding;" and the word
      "through" means "to and including."

            (c) Section headings herein and in the other Loan Documents are
      included for convenience of reference only and shall not affect the
      interpretation of this Agreement or any other Loan Document.

                                       27


      1.03 ACCOUNTING TERMS.

      (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.

      (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Company shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

      1.04 EXCHANGE RATES; CURRENCY EQUIVALENTS.

      (a) The Administrative Agent or the applicable L/C Issuer, as applicable,
shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar Equivalent amounts of Credit Extensions and Outstanding
Amounts denominated in Alternative Currencies. Such Spot Rates shall become
effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next
Revaluation Date to occur. Except for purposes of financial statements delivered
by Loan Parties hereunder or calculating financial covenants hereunder or except
as otherwise provided herein, the applicable amount of any currency (other than
Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent
amount as so determined by the Administrative Agent or the applicable L/C
Issuer, as applicable.

      (b) Wherever in this Agreement in connection with a Committed Borrowing,
conversion, continuation or prepayment of a Eurocurrency Rate Loan or the
issuance, amendment or extension of a Letter of Credit, an amount, such as a
required minimum or multiple amount, is expressed in Dollars, but such Committed
Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an
Alternative Currency, such amount shall be the relevant Alternative Currency
Equivalent of such Dollar amount (rounded to the nearest unit of such
Alternative Currency, with 0.5 of a unit being rounded upward), as determined by
the Administrative Agent or the applicable L/C Issuer, as the case may be.

      1.05 ADDITIONAL ALTERNATIVE CURRENCIES.

      (a) The Company may from time to time request that Eurocurrency Rate Loans
be made and/or Letters of Credit be issued in a currency other than those
specifically listed in the

                                       28

definition of "Alternative Currency;" provided that such requested currency is a
lawful currency (other than Dollars) that is readily available and freely
transferable and convertible into Dollars. In the case of any such request with
respect to the making of Eurocurrency Rate Loans, such request shall be subject
to the approval of the Administrative Agent and the Lenders; and in the case of
any such request with respect to the issuance of Letters of Credit, such request
shall be subject to the approval of the Administrative Agent and the applicable
L/C Issuer.

      (b) Any such request shall be made to the Administrative Agent not later
than 11:00 a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent and, in the case of any such request pertaining to Letters of Credit, the
applicable L/C Issuer, in its or their sole discretion). In the case of any such
request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall
promptly notify each Lender thereof; and in the case of any such request
pertaining to Letters of Credit, the Administrative Agent shall promptly notify
the applicable L/C Issuer thereof. Each Lender (in the case of any such request
pertaining to Eurocurrency Rate Loans) or the applicable L/C Issuer (in the case
of a request pertaining to Letters of Credit) shall notify the Administrative
Agent, not later than 11:00 a.m., ten Business Days after receipt of such
request whether it consents, in its sole discretion, to the making of
Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may
be, in such requested currency.

      (c) Any failure by a Lender or any L/C Issuer, as the case may be, to
respond to such request within the time period specified in the preceding
sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as
the case may be, to permit Eurocurrency Rate Loans to be made or Letters of
Credit to be issued in such requested currency. If the Administrative Agent and
all the Lenders consent to making Eurocurrency Rate Loans in such requested
currency, the Administrative Agent shall so notify the Company and such currency
shall thereupon be deemed for all purposes to be an Alternative Currency
hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans;
and if the Administrative Agent and such L/C Issuer consent to the issuance of
Letters of Credit in such requested currency, the Administrative Agent shall so
notify the Company and such currency shall thereupon be deemed for all purposes
to be an Alternative Currency hereunder for purposes of any Letter of Credit
issuances. If the Administrative Agent shall fail to obtain consent to any
request for any additional currency under this Section 1.05, the Administrative
Agent shall promptly so notify the Company. Any specified currency of an
Existing Letter of Credit of any L/C Issuer that is neither Dollars nor one of
the Alternative Currencies specifically listed in the definition of "Alternative
Currency" shall be deemed an Alternative Currency with respect to such Existing
Letter of Credit only.

      1.06 CHANGE OF CURRENCY.

      (a) Each obligation of the Borrowers to make a payment denominated in the
national currency unit of any member state of the European Union that adopts the
Euro as its lawful currency after the date hereof shall be redenominated into
Euro at the time of such adoption (in accordance with the EMU Legislation). If,
in relation to the currency of any such member state, the basis of accrual of
interest expressed in this Agreement in respect of that currency shall be
inconsistent with any convention or practice in the London interbank market for
the basis of accrual of interest in respect of the Euro, such expressed basis
shall be replaced by such convention or practice with effect from the date on
which such member state adopts the Euro as

                                       29


its lawful currency; provided that if any Committed Borrowing in the currency of
such member state is outstanding immediately prior to such date, such
replacement shall take effect, with respect to such Committed Borrowing, at the
end of the then current Interest Period.

      (b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

      (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change
in currency.

      1.07 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).

      1.08 LETTER OF CREDIT AMOUNTS. Unless otherwise specified herein, the
amount of a Letter of Credit at any time shall be deemed to be the Dollar
Equivalent of the stated amount of such Letter of Credit in effect at such time;
provided, however, that with respect to any Letter of Credit that, by its terms
or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of
Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.

                                  ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01 COMMITTED LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Borrowers in Dollars or in one or more Alternative Currencies from
time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such
Lender's Commitment; provided, however, that after giving effect to any
Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of
any Lender, plus such Lender's Applicable Percentage of the Outstanding Amount
of all L/C Obligations shall not exceed such Lender's Commitment. Within the
limits of each Lender's Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.01, prepay
under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be
Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

      (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be
made upon the Company's irrevocable notice to the Administrative Agent, which
may be given by telephone.

                                       30


Each such notice must be received by the Administrative Agent not later than
9:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of Eurocurrency Rate Loans denominated in
Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars
to Base Rate Committed Loans, (ii) five Business Days (or six Business Days in
the case of a Special Notice Currency) prior to the requested date of any
Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative
Currencies, and (iii) on the requested date of any Borrowing of Base Rate
Committed Loans. Each telephonic notice by the Company pursuant to this Section
2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a
written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the Company. Each Borrowing of, conversion to or
continuation of Eurocurrency Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as
provided in Section 2.03(c), each Committed Borrowing of or conversion to Base
Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether
telephonic or written) shall specify (i) whether the Company is requesting a
Committed Borrowing, a conversion of Committed Loans from one Type to the other,
or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Committed Loans to be borrowed,
converted or continued, (iv) the Type of Committed Loans to be borrowed or to
which existing Committed Loans are to be converted, (v) if applicable, the
duration of the Interest Period with respect thereto, (vi) the currency of the
Committed Loans to be borrowed, and (vii) if applicable, the Designated
Borrower. If the Company fails to specify a currency in a Committed Loan Notice
requesting a Borrowing, then the Committed Loans so requested shall be made in
Dollars. If the Company fails to specify a Type of Committed Loan in a Committed
Loan Notice or if the Company fails to give a timely notice requesting a
conversion or continuation, then the applicable Committed Loans shall be made
as, or converted to, Base Rate Loans; provided, however, that in the case of a
failure to timely request a continuation of Committed Loans denominated in an
Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans
in their original currency with an Interest Period of one month. Any automatic
conversion to Base Rate Loans shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Eurocurrency Rate
Loans. If the Company requests a Borrowing of, conversion to, or continuation of
Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of
one month. No Committed Loan may be converted into or continued as a Committed
Loan denominated in a different currency, but instead must be prepaid in the
original currency of such Committed Loan and reborrowed in the other currency.

      (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Company, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans or continuation of Committed Loans denominated in a currency other than
Dollars, in each case as described in the preceding subsection. In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in Same Day Funds at the Administrative
Agent's Office for the applicable currency not later than 11:00 a.m., in the
case of any Committed Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case

                                       31


of any Committed Loan in an Alternative Currency, in each case on the Business
Day specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Company or the other applicable Borrower in
like funds as received by the Administrative Agent either by (i) crediting the
account of such Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Company; provided, however, that if, on the date the Committed Loan
Notice with respect to such Borrowing denominated in Dollars is given by the
Company, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be applied to the payment in full of any such L/C
Borrowings, and, second, shall be made available to the applicable Borrower as
provided above.

      (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurocurrency Rate Loans (whether in
Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then
outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be
prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent
thereof, on the last day of the then current Interest Period with respect
thereto.

      (d) The Administrative Agent shall promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Company and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

      (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than six Interest Periods in
effect with respect to Committed Loans.

      2.03 LETTERS OF CREDIT.

      (a) The Letter of Credit Commitments.

            (i) Subject to the terms and conditions set forth herein, (A) each
      L/C Issuer agrees, in reliance upon the agreements of the Lenders set
      forth in this Section 2.03, (1) from time to time on any Business Day
      during the period from the Closing Date until the Letter of Credit
      Expiration Date, to issue Letters of Credit denominated in Dollars or in
      one or more Alternative Currencies for the account of the Company or its
      Subsidiaries, and to amend or extend Letters of Credit previously issued
      by it, in accordance with subsection (b) below, and (2) to honor drawings
      under the Letters of Credit; and (B) the Lenders severally agree to
      participate in Letters of Credit issued for the account of the Company or
      its Subsidiaries and any drawings thereunder; provided that after giving
      effect to any L/C Credit Extension with respect to any Letter of Credit,
      (x) the Total

                                       32


      Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate
      Outstanding Amount of the Committed Loans of any Lender, plus such
      Lender's Applicable Percentage of the Outstanding Amount of all L/C
      Obligations shall not exceed such Lender's Commitment, and (z) the
      Outstanding Amount of the L/C Obligations shall not exceed the Letter of
      Credit Sublimit. Each request by the Company for the issuance or amendment
      of a Letter of Credit shall be deemed to be a representation by the
      Company that the L/C Credit Extension so requested complies with the
      conditions set forth in the proviso to the preceding sentence. Within the
      foregoing limits, and subject to the terms and conditions hereof, the
      Company's ability to obtain Letters of Credit shall be fully revolving,
      and accordingly the Company may, during the foregoing period, obtain
      Letters of Credit to replace Letters of Credit that have expired or that
      have been drawn upon and reimbursed. All Existing Letters of Credit shall
      be deemed to have been issued pursuant hereto, and from and after the
      Closing Date shall be subject to and governed by the terms and conditions
      hereof.

            (ii) No L/C Issuer shall issue any Letter of Credit, if:

                  (A) subject to Section 2.03(b)(iii), the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last extension, unless the Required Lenders
            have approved such expiry date (provided that the Wal-Mart Letter of
            Credit may have a term of 24 months after the date of issuance or
            last extension); or

                  (B) the expiry date of such requested Letter of Credit would
            occur after the Letter of Credit Expiration Date, unless all the
            Lenders (other than Defaulting Lenders) have approved such expiry
            date.

            (iii) No L/C Issuer shall be under any obligation to issue any
      Letter of Credit if:

                  (A) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or
            restrain such L/C Issuer from issuing such Letter of Credit, or any
            Law applicable to such L/C Issuer or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over such L/C Issuer shall prohibit, or
            request that such L/C Issuer refrain from, the issuance of letters
            of credit generally or such Letter of Credit in particular or shall
            impose upon such L/C Issuer with respect to such Letter of Credit
            any restriction, reserve or capital requirement (for which such L/C
            Issuer is not otherwise compensated hereunder) not in effect on the
            Closing Date, or shall impose upon such L/C Issuer any unreimbursed
            loss, cost or expense which was not applicable on the Closing Date
            and which such L/C Issuer in good faith deems material to it;

                  (B) the issuance of such Letter of Credit would violate one or
            more policies of such L/C Issuer;

                                       33


                  (C) except as otherwise agreed by the Administrative Agent and
            such L/C Issuer, such Letter of Credit is in an initial stated
            amount less than $1,000,000;

                  (D) except as otherwise agreed by the Administrative Agent and
            the applicable L/C Issuer, such Letter of Credit is to be
            denominated in a currency other than Dollars or an Alternative
            Currency;

                  (E) such L/C Issuer does not as of the issuance date of such
            requested Letter of Credit issue Letters of Credit in the requested
            currency; or

                  (F) a default of any Lender's obligations to fund under
            Section 2.03(c) exists or any Lender is at such time a Defaulting
            Lender hereunder, unless such L/C Issuer has entered into
            satisfactory arrangements with the Company or such Lender to
            eliminate such L/C Issuer's risk with respect to such Lender.

            (iv) No L/C Issuer shall amend any Letter of Credit if such L/C
      Issuer would not be permitted at such time to issue such Letter of Credit
      in its amended form under the terms hereof.

            (v) No L/C Issuer shall be under any obligation to amend any Letter
      of Credit if (A) such L/C Issuer would have no obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

            (vi) Each L/C Issuer shall act on behalf of the Lenders with respect
      to any Letters of Credit issued by it and the documents associated
      therewith, and each L/C Issuer shall have all of the benefits and
      immunities (A) provided to the Administrative Agent in Article IX with
      respect to any acts taken or omissions suffered by the L/C Issuer in
      connection with Letters of Credit issued by it or proposed to be issued by
      it and Issuer Documents pertaining to such Letters of Credit as fully as
      if the term "Administrative Agent" as used in Article IX included each L/C
      Issuer with respect to such acts or omissions, and (B) as additionally
      provided herein with respect to such L/C Issuer.

            (vii) No L/C Issuer shall issue or amend any Letter of Credit if
      such L/C Issuer has received written notice from any Lender, the
      Administrative Agent or the Company, on or prior to the Business Day prior
      to the requested date of issuance or amendment of such Letter of Credit,
      that one or more applicable conditions contained in Article IV shall not
      then be satisfied.

      (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

            (i) Each Letter of Credit shall be issued or amended, as the case
      may be, upon the request of the Company delivered to the applicable L/C
      Issuer (with a copy to the Administrative Agent) in the form of a Letter
      of Credit Application, appropriately completed and signed by a Responsible
      Officer of the Company. Such Letter of Credit Application must be received
      by such L/C Issuer and the Administrative Agent (A) not

                                       34


      later than 10:00 a.m. at least two Business Days prior to the proposed
      issuance date or date of amendment, as the case may be, of any Letter of
      Credit denominated in Dollars, and (B) not later than 10:00 a.m. at least
      ten Business Days prior to the proposed issuance date or date of
      amendment, as the case may be, of any Letter of Credit denominated in an
      Alternative Currency; or in each case such later date and time as the
      Administrative Agent and such L/C Issuer may agree in a particular
      instance in their sole discretion. In the case of a request for an initial
      issuance of a Letter of Credit, such Letter of Credit Application shall
      specify in form and detail satisfactory to the applicable L/C Issuer: (A)
      the proposed issuance date of the requested Letter of Credit (which shall
      be a Business Day); (B) the amount and currency thereof; (C) the expiry
      date thereof; (D) the name and address of the beneficiary thereof; (E) the
      documents to be presented by such beneficiary in case of any drawing
      thereunder; (F) the full text of any certificate to be presented by such
      beneficiary in case of any drawing thereunder; and (G) such other matters
      as the L/C Issuer may require. In the case of a request for an amendment
      of any outstanding Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to such L/C Issuer (A) the
      Letter of Credit to be amended; (B) the proposed date of amendment thereof
      (which shall be a Business Day); (C) the nature of the proposed amendment;
      and (D) such other matters as such L/C Issuer may require. Additionally,
      the Company shall furnish to applicable L/C Issuer and the Administrative
      Agent such other documents and information pertaining to such requested
      Letter of Credit issuance or amendment, including any Issuer Documents, as
      such L/C Issuer or the Administrative Agent may require. Upon the
      effectiveness of any issuance, amendment or renewal of a Letter of Credit
      that will constitute a Letter of Credit hereunder, the Administrative
      Agent and the Lenders shall be entitled to assume that the relevant L/C
      Issuer has obtained such Issuer Documents as it shall have requested,
      executed by the relevant parties thereto to the extent required thereby.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      applicable L/C Issuer will confirm with the Administrative Agent (by
      telephone or in writing) that the Administrative Agent has received a copy
      of such Letter of Credit Application from the Company and, if not, such
      L/C Issuer will provide the Administrative Agent with a copy thereof.
      Unless such L/C Issuer has received written notice from any Lender, the
      Administrative Agent or any Loan Party, at least one Business Day prior to
      the requested date of issuance or amendment of the applicable Letter of
      Credit, that one or more applicable conditions contained in Article IV
      shall not then be satisfied, then, subject to the terms and conditions
      hereof, such L/C Issuer shall, on the requested date, issue a Letter of
      Credit for the account of the Company (or the applicable Subsidiary) or
      enter into the applicable amendment, as the case may be, in each case in
      accordance with such L/C Issuer's usual and customary business practices.
      Immediately upon the issuance of each Letter of Credit, each Lender shall
      be deemed to, and hereby irrevocably and unconditionally agrees to,
      purchase from such L/C Issuer a risk participation in such Letter of
      Credit in an amount equal to the product of such Lender's Applicable
      Percentage times the amount of such Letter of Credit.

            (iii) If the Company so requests in any applicable Letter of Credit
      Application, the applicable L/C Issuer may, in its sole and absolute
      discretion, agree to issue a Letter of Credit that has automatic extension
      provisions (each, an "Auto-Extension Letter of

                                       35


      Credit"); provided that any such Auto-Extension Letter of Credit must
      permit such L/C Issuer to prevent any such extension at least once in each
      twelve-month period (commencing with the date of issuance of such Letter
      of Credit) by giving prior notice to the beneficiary thereof not later
      than a day (the "Non-Extension Notice Date") in each such twelve-month
      period to be agreed upon at the time such Letter of Credit is issued.
      Unless otherwise directed by such L/C Issuer, the Company shall not be
      required to make a specific request to such L/C Issuer for any such
      extension. Once an Auto-Extension Letter of Credit has been issued, the
      Lenders shall be deemed to have authorized (but may not require) such L/C
      Issuer to permit the extension of such Letter of Credit at any time to an
      expiry date not later than the Letter of Credit Expiration Date; provided,
      however, that the L/C Issuer shall not permit any such extension if (A)
      such L/C Issuer has determined that it would not be permitted, or would
      have no obligation, at such time to issue such Letter of Credit in its
      revised form (as extended) under the terms hereof (by reason of the
      provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or
      (B) it has received notice (which may be by telephone or in writing) on or
      before the day that is five Business Days before the Non-Extension Notice
      Date (1) from the Administrative Agent that the Required Lenders have
      elected not to permit such extension or (2) from the Administrative Agent,
      any Lender or the Company that one or more of the applicable conditions
      specified in Section 4.02 is not then satisfied, and in each such case
      directing such L/C Issuer not to permit such extension. Each L/C Issuer
      (other than Bank of America and Fleet Bank) shall be required to provide
      prior notice to the Administrative Agent of any pending extension of an
      Auto-Extension Letter of Credit at least ten Business Days before the
      applicable Non-Extension Notice Date.

            (iv) Promptly after its delivery of any Letter of Credit or any
      amendment to a Letter of Credit to an advising bank with respect thereto
      or to the beneficiary thereof, the applicable L/C Issuer will also deliver
      to the Company and the Administrative Agent a true and complete copy of
      such Letter of Credit or amendment.

      (c) Drawings and Reimbursements; Funding of Participations.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of a drawing under such Letter of Credit, the applicable L/C Issuer
      shall notify the Company and the Administrative Agent thereof. In the case
      of a Letter of Credit denominated in an Alternative Currency, the Company
      shall reimburse such L/C Issuer in such Alternative Currency, unless (A)
      such L/C Issuer (at its option) shall have specified in such notice that
      it will require reimbursement in Dollars, or (B) in the absence of any
      such requirement for reimbursement in Dollars, the Company shall have
      notified such L/C Issuer promptly following receipt of the notice of
      drawing that the Company will reimburse such L/C Issuer in Dollars. In the
      case of any such reimbursement in Dollars of a drawing under a Letter of
      Credit denominated in an Alternative Currency, such L/C Issuer shall
      notify the Company of the Dollar Equivalent of the amount of the drawing
      promptly following the determination thereof. Not later than 9:00 a.m. on
      the date of any payment by an L/C Issuer under a Letter of Credit to be
      reimbursed in Dollars, or the Applicable Time on the date of any payment
      by an L/C Issuer under a Letter of Credit to be reimbursed in an
      Alternative Currency (each such date, an "Honor Date"), the Company shall
      reimburse such L/C Issuer directly in an amount equal to the amount of

                                       36


      such drawing and in the applicable currency. If the Company reimburses
      such L/C Issuer by such time on the applicable Honor Date, such L/C Issuer
      shall so notify the Administrative Agent (with a copy to the Company), and
      specify in such notice the amount of the drawing so reimbursed. If the
      Company fails to so reimburse such L/C Issuer by such time on the Honor
      Date, such L/C Issuer shall so notify the Administrative Agent (with a
      copy to the Company), and specify in such notice the amount of the
      unreimbursed drawing (expressed in Dollars in the amount of the Dollar
      Equivalent thereof in the case of a Letter of Credit denominated in an
      Alternative Currency) (the "Unreimbursed Amount"). Immediately upon
      receipt of such notice from such L/C Issuer of an outstanding Unreimbursed
      Amount with respect to a Letter of Credit, the Administrative Agent shall
      promptly notify each Lender of the Honor Date, the Unreimbursed Amount,
      and the amount of such Lender's Applicable Percentage thereof. In such
      event, the Company shall be deemed to have requested a Committed Borrowing
      of Base Rate Loans to be disbursed on the Honor Date in an amount equal to
      the Unreimbursed Amount, without regard to the minimum and multiples
      specified in Section 2.02 for the principal amount of Base Rate Loans, but
      subject to the amount of the unutilized portion of the Aggregate
      Commitments and the conditions set forth in Section 4.02 (other than the
      delivery of a Committed Loan Notice). Any notice given by any L/C Issuer
      or the Administrative Agent pursuant to this Section 2.03(c)(i) may be
      given by telephone if immediately confirmed in writing; provided that the
      lack of such an immediate confirmation shall not affect the conclusiveness
      or binding effect of such notice.

            (ii) Each Lender shall upon any notice pursuant to Section
      2.03(c)(i) make funds available to the Administrative Agent for the
      account of applicable L/C Issuer, in Dollars, at the Administrative
      Agent's Office for Dollar-denominated payments in an amount equal to its
      Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m.
      on the Business Day specified in such notice by the Administrative Agent,
      whereupon, subject to the provisions of Section 2.03(c)(iii), each such
      Lender that so makes funds available shall be deemed to have made a Base
      Rate Committed Loan to the Company in such amount. The Administrative
      Agent shall remit the funds so received to the L/C Issuers in Dollars.

            (iii) With respect to any Unreimbursed Amount that is not fully
      refinanced by a Committed Borrowing of Base Rate Loans because the
      conditions set forth in Section 4.02 cannot be satisfied or for any other
      reason, the Company shall be deemed to have incurred from the applicable
      L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that
      is not so refinanced, which L/C Borrowing shall be due and payable on
      demand (together with interest) and shall bear interest at the Default
      Rate. In such event, each Lender's payment to the Administrative Agent for
      the account of such L/C Issuer pursuant to Section 2.03(c)(ii) shall be
      deemed payment in respect of its participation in such L/C Borrowing and
      shall constitute an L/C Advance from such Lender in satisfaction of its
      participation obligation under this Section 2.03.

            (iv) Until each Lender funds its Committed Loan or L/C Advance
      pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer
      for any amount drawn under

                                       37


      any Letter of Credit, interest in respect of such Lender's Applicable
      Percentage of such amount shall be solely for the account of such L/C
      Issuer.

            (v) Each Lender's obligation to make Committed Loans or L/C Advances
      to reimburse applicable L/C Issuer for amounts drawn under Letters of
      Credit, issued by such L/C Issuer as contemplated by this Section 2.03(c),
      shall be absolute and unconditional and shall not be affected by any
      circumstance, including (A) any setoff, counterclaim, recoupment, defense
      or other right which such Lender may have against such L/C Issuer, the
      Company, any Subsidiary or any other Person for any reason whatsoever; (B)
      the occurrence or continuance of a Default, or (C) any other occurrence,
      event or condition, whether or not similar to any of the foregoing;
      provided, however, that each Lender's obligation to make Committed Loans
      pursuant to this Section 2.03(c) is subject to the conditions set forth in
      Section 4.02 (other than delivery by the Company of a Committed Loan
      Notice). No such making of an L/C Advance shall relieve or otherwise
      impair the obligation of the Company to reimburse such L/C Issuer for the
      amount of any payment made by such L/C Issuer under any Letter of Credit,
      together with interest as provided herein.

            (vi) If any Lender fails to make available to the Administrative
      Agent for the account of any L/C Issuer any amount required to be paid by
      such Lender pursuant to the foregoing provisions of this Section 2.03(c)
      by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be
      entitled to recover from such Lender (acting through the Administrative
      Agent), on demand, such amount with interest thereon for the period from
      the date such payment is required to the date on which such payment is
      immediately available to such L/C Issuer at a rate per annum equal to the
      applicable Overnight Rate from time to time in effect. A certificate of
      such L/C Issuer submitted to any Lender (through the Administrative Agent)
      with respect to any amounts owing under this clause (vi) shall be
      conclusive absent manifest error.

      (d) Repayment of Participations.

            (i) At any time after any L/C Issuer has made a payment under any
      Letter of Credit and has received from any Lender such Lender's L/C
      Advance in respect of such payment in accordance with Section 2.03(c), if
      the Administrative Agent receives for the account of such L/C Issuer any
      payment in respect of the related Unreimbursed Amount or interest thereon
      (whether directly from the Company or otherwise, including proceeds of
      Cash Collateral applied thereto by the Administrative Agent), the
      Administrative Agent will distribute to such Lender its Applicable
      Percentage thereof (appropriately adjusted, in the case of interest
      payments, to reflect the period of time during which such Lender's L/C
      Advance was outstanding) in Dollars and in the same funds as those
      received by the Administrative Agent.

            (ii) If any payment received by the Administrative Agent for the
      account of any L/C Issuer pursuant to Section 2.03(c)(i) is required to be
      returned under any of the circumstances described in Section 10.05
      (including pursuant to any settlement entered into by such L/C Issuer in
      its discretion), each Lender shall pay to the Administrative Agent for the
      account of such L/C Issuer its Applicable Percentage thereof on demand of

                                       38


      the Administrative Agent, plus interest thereon from the date of such
      demand to the date such amount is returned by such Lender, at a rate per
      annum equal to the applicable Overnight Rate from time to time in effect.
      The obligations of the Lenders under this clause shall survive the payment
      in full of the Obligations and the termination of this Agreement.

      (e) Obligations Absolute. The obligation of the Company to reimburse an
L/C Issuer for each drawing under each Letter of Credit issued by such L/C
Issuer and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this Agreement, or any other Loan Document;

            (ii) the existence of any claim, counterclaim, setoff, defense or
      other right that the Company or any Subsidiary may have at any time
      against any beneficiary or any transferee of such Letter of Credit (or any
      Person for whom any such beneficiary or any such transferee may be
      acting), such L/C Issuer or any other Person, whether in connection with
      this Agreement, the transactions contemplated hereby or by such Letter of
      Credit or any agreement or instrument relating thereto, or any unrelated
      transaction;

            (iii) any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (iv) any payment by such L/C Issuer under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by
      such L/C Issuer under such Letter of Credit to any Person purporting to be
      a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law;

            (v) any adverse change in the relevant exchange rates or in the
      availability of the relevant Alternative Currency to the Company or any
      Subsidiary or in the relevant currency markets generally; or

            (vi) any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, the
      Company or any Subsidiary.

      The Company shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Company's instructions or other irregularity, the Company
will immediately notify the applicable L/C Issuer. The Company shall be
conclusively deemed to have waived any such claim against such L/C Issuer and
its correspondents unless such notice is given as aforesaid.

                                       39


      (f) Role of L/C Issuers. Each Lender and the Company agree that, in paying
any drawing under a Letter of Credit, no L/C Issuer shall have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuers,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuers shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders, as applicable; (ii)
any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document. The Company hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuers, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuers shall
be liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Company may have a claim against an L/C Issuer,
and such L/C Issuer may be liable to the Company, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Company which the Company proves were caused by such L/C
Issuer's willful misconduct or gross negligence or such L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit. In furtherance and not in limitation
of the foregoing, each L/C Issuer may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and no L/C Issuer shall be
responsible for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove
to be invalid or ineffective for any reason.

      (g) Cash Collateral. (i) Upon the request of the Administrative Agent, (A)
if the applicable L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or
(B) if, as of the applicable Letter of Credit Expiration Date, any L/C
Obligation for any reason remains outstanding, the Company shall, in each case,
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations.

            (ii) In addition, if the Administrative Agent notifies the Company
      at any time that the Outstanding Amount of all L/C Obligations at such
      time exceeds the Letter of Credit Sublimit then in effect by $250,000 or
      more, then, within two Business Days after receipt of such notice, the
      Company shall Cash Collateralize the L/C Obligations in an amount equal to
      the amount by which the Outstanding Amount of all L/C Obligations exceeds
      the Letter of Credit Sublimit.

                                       40


            (iii) The Administrative Agent may, at any time and from time to
      time after the initial deposit of Cash Collateral, request that additional
      Cash Collateral be provided in order to protect against the results of
      exchange rate fluctuations.

            (iv) Sections 2.05 and 8.02(c) set forth certain additional
      requirements to deliver Cash Collateral hereunder. For purposes of this
      Section 2.03, Section 2.05 and Section 8.02(c), "Cash Collateralize" means
      to pledge and deposit with or deliver to the Administrative Agent, for the
      benefit of applicable L/C Issuers and the Lenders, as collateral for the
      L/C Obligations, cash or deposit account balances pursuant to
      documentation in form and substance satisfactory to the Administrative
      Agent and the applicable L/C Issuers (which documents are hereby consented
      to by the Lenders). Derivatives of such term have corresponding meanings.
      The Company hereby grants to the Administrative Agent, for the benefit of
      the applicable L/C Issuers and the Lenders, a security interest in all
      such cash, deposit accounts and all balances therein and all proceeds of
      the foregoing. Cash Collateral shall be maintained in blocked, interest
      bearing deposit accounts at Bank of America.

      (h) Applicability of ISP. Unless otherwise expressly agreed by the
applicable L/C Issuer and the Company when a Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), the
rules of the ISP shall apply to each Letter of Credit.

      (i) Letter of Credit Fees. The Company shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, in Dollars, a Letter of Credit fee (the "Letter of Credit Fee") for
each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent
of the daily amount available to be drawn under such Letter of Credit. For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.08. Letter of Credit Fees shall be (i) computed on a quarterly
basis in arrears and (ii) due and payable on the first Business Day after the
end of each March, June, September and December, commencing with the first such
date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under
each Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while any Event of Default exists, all Letter
of Credit Fees shall accrue at the Default Rate.

      (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuers. The Company shall pay directly to each L/C Issuer for its own account,
in Dollars, a fronting fee with respect to each Letter of Credit, at the rate
per annum specified in its Issuer Fee Letter, computed on the Dollar Equivalent
of the daily amount available to be drawn under such Letter of Credit on a
quarterly basis in arrears, and due and payable on the first Business Day after
the end of each March, June, September and December, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand. For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with

                                       41


Section 1.08. In addition, the Company shall pay directly to each L/C Issuer for
its own account, in Dollars, the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of such L/C Issuer
relating to letters of credit as from time to time in effect. Such customary
fees and standard costs and charges are due and payable on demand and are
nonrefundable.

      (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

      (l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Subsidiary, the Company shall be
obligated to reimburse the applicable L/C Issuer hereunder for any and all
drawings under such Letter of Credit. The Company hereby acknowledges that the
issuance of Letters of Credit for the account of Subsidiaries inures to the
benefit of the Company, and that the Company's business derives substantial
benefits from the businesses of such Subsidiaries.

      (m) Additional L/C Issuers. (i) The Company may from time to time, upon
not less than 15 Business Days' notice from the Company to the Administrative
Agent (or such shorter period as may be agreed by the Administrative Agent in
its sole discretion), replace a previously designated L/C Issuer by designating
another Lender as L/C Issuer (upon obtaining such Lender's prior consent thereto
and provided that there are no outstanding Letters of Credit issued by, or L/C
Obligations owing to, the L/C Issuer to be replaced). Any such designation shall
be subject to the approval of the Administrative Agent (such approval not to be
unreasonably withheld). The Administrative Agent will promptly notify the
Company and the Lenders of any designation and approval of a replacement L/C
Issuer. Upon any such approval of an L/C Issuer by the Administrative Agent and
delivery by such L/C Issuer to the Administrative Agent of such contact and
other information regarding such L/C Issuer as the Administrative Agent shall
reasonably request, such Lender shall be an L/C Issuer for all purposes of this
Agreement, and references to the L/C Issuers shall mean and include such Lender
in its capacity as L/C Issuer.

      (n) Reconciliation of Outstanding Letters of Credit. On the last Business
Day of each month, each of the Company and the L/C Issuers shall provide to the
Administrative Agent such information regarding the outstanding Letters of
Credit as the Administrative Agent shall reasonably request, in form and
substance satisfactory to the Administrative Agent (and in such standard
electronic format as the Administrative Agent shall reasonably specify), for
purposes of the Administrative Agent's ongoing tracking and reporting of
outstanding Letters of Credit. The Administrative Agent shall maintain a record
of all outstanding Letters of Credit based upon information provided by the
Company and the L/C Issuers pursuant to this Section 2.03(n), and such record of
the Administrative Agent shall, absent manifest error, be deemed a correct and
conclusive record of all Letters of Credit outstanding from time to time
hereunder. Notwithstanding the foregoing, if and to the extent the
Administrative Agent determines that there are one or more discrepancies between
information provided by the Company and any L/C Issuer hereunder, the
Administrative Agent will notify the Company and such L/C Issuer thereof shall
endeavor to reconcile any such discrepancy.

                                       42


      (o) Notice to Lenders. The Administrative Agent shall provide notice to
the Lenders not less frequently than quarterly as to the Letters of Credit
outstanding hereunder (and in any event, to an individual Lender from time to
time upon the request of such Lender).

      2.04 SWAP COMMITMENTS.

      (a) The Company may from time to time enter into interest-rate Swap
Contracts ("Interest Rate Swaps") with the Lenders or other Persons that are
Eligible Assignees (each, a "Swap Counterparty"), subject to the terms and
conditions hereof. Prior to entering into an Interest Rate Swap with a Swap
Counterparty, the Company, such Swap Counterparty and the Administrative Agent
shall enter into a Joinder Agreement, substantially in the form of Exhibit I, to
which there shall be attached an executed copy of an ISDA Master Agreement,
including the Schedule thereto and any other documents required to have been
delivered thereunder, between the Company and the Swap Counterparty that will
govern all Interest Rate Swaps between them. Receipt of each Joinder Agreement
will be acknowledged by the Administrative Agent and such Joinder Agreement
shall be recorded in the Register. Interest Rate Swaps may thereafter be entered
into between the Company and the Swap Counterparty, which will constitute Loan
Documents to the extent provided herein; provided, however, that each Interest
Rate Swap shall be entered in the ordinary course of the Company's business;
provided, further that, on the trade date for each Interest Rate Swap (the "Swap
Trade Date"), (i) no Default shall exist on such date before or after giving
effect to such Interest Rate Swap; (ii) both before and after giving effect to
such Interest Rate Swap, each of the conditions set forth in Section 4.02 shall
be satisfied; and (iii) the Company and its Subsidiaries shall be in pro forma
compliance with each of the covenants set forth in Section 7.13 as of the last
day of the most recently ended fiscal quarter after giving effect to such
Interest Rate Swap, as certified by a Responsible Officer of Company. The
Administrative Agent shall not have any duty or responsibility to monitor the
creation of any Interest Rate Swap, and each Swap Counterparty hereby agrees to
promptly notify (which notice may be by facsimile or electronic mail) the
Administrative Agent of any default, event of default, earlier termination or
equivalent event thereunder. The Joinder Agreement dated as of April 25, 2002
among Lehman Brothers Special Financing Inc., the Company, the Subsidiary
Guarantors specified therein and Bank of America, the Joinder Agreement dated as
of May 1, 2002 among Goldman Sachs Capital Markets, L.P., the Company, the
Subsidiary Guarantors specified therein and Bank of America and the Joinder
Agreement dated as of May 14, 2002 among JPMorgan Chase Bank, the Company, the
Subsidiary Guarantors specified therein and Bank of America shall each be deemed
to be a Joinder Agreement entered into pursuant to this Section 2.04.

      (b) This Section 2.04 shall supersede any provisions in Section 10.01 to
the contrary.

      2.05 PREPAYMENTS.

      (a) Each Borrower may, upon notice from the Company to the Administrative
Agent, at any time or from time to time voluntarily prepay Committed Loans in
whole or in part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 9:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurocurrency Rate Loans
denominated in Dollars, (B) five Business Days (or six, in the case of
prepayment of Loans denominated in Special Notice Currencies) prior to any date
of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies,
and (C) on the date of

                                       43


prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency
Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000
or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of
Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a
minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in
a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then
outstanding. Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency
Loans are to be prepaid, the Interest Period(s) of such Loans. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Applicable Percentage of such
prepayment. If such notice is given by the Company, the applicable Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a
Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment shall be applied to the Committed Loans of
the Lenders in accordance with their respective Applicable Percentages.

      (b) If the Administrative Agent notifies the Company at any time that the
Total Outstandings at such time exceed the Aggregate Commitments then in effect
by an amount equal to $250,000 or more, then, within two Business Days after
receipt of such notice, the Borrowers shall prepay Loans and/or the Company
shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient
to reduce such Outstanding Amount as of such date of payment to an amount not to
exceed 100% of the Aggregate Commitments then in effect; provided, however,
that, subject to the provisions of Section 2.03(g)(ii), the Company shall not be
required to Cash Collateralize the L/C Obligations pursuant to this Section
2.05(b) unless after the prepayment of the Loans pursuant to this Section
2.05(b) the Total Outstandings exceed the Aggregate Commitments then in effect.
The Administrative Agent may, at any time and from time to time after the
initial deposit of such Cash Collateral, request that additional Cash Collateral
be provided in order to protect against the results of further exchange rate
fluctuations.

      2.06 TERMINATION OR REDUCTION OF COMMITMENTS. The Company may, upon notice
to the Administrative Agent, terminate the Aggregate Commitments, or from time
to time permanently reduce the Aggregate Commitments; provided that (i) any such
notice shall be received by the Administrative Agent not later than 9:00 a.m.
five Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $10,000,000 or any whole
multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate
or reduce the Aggregate Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the
Aggregate Commitments, and (iv) if, after giving effect to any reduction of the
Aggregate Commitments the Letter of Credit Sublimit exceeds the amount of the
Aggregate Commitments, the Letter of Credit Sublimit shall be automatically
reduced by the amount of such excess. The Administrative Agent will promptly
notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments. The amount of any such Aggregate Commitment reduction
shall not be applied to Letter of Credit Sublimit unless otherwise specified by
the Company. Any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to its Applicable Percentage. All fees
accrued until the effective date of

                                       44


any termination of the Aggregate Commitments shall be paid on the effective date
of such termination.

      2.07 REPAYMENT OF LOANS. Each Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Committed Loans made to such
Borrower outstanding on such date.

      2.08 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each
Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency
Rate for such Interest Period plus the Applicable Rate plus (in the case of a
Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the
United Kingdom or a Participating Member State) the Mandatory Cost and (ii) each
Base Rate Committed Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate.

      (b)   (i) If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.

            (ii) If any amount (other than principal of any Loan) payable by any
      Borrower under any Loan Document is not paid when due (without regard to
      any applicable grace periods), whether at stated maturity, by acceleration
      or otherwise, then upon the request of the Required Lenders, such amount
      shall thereafter bear interest at a fluctuating interest rate per annum at
      all times equal to the Default Rate to the fullest extent permitted by
      applicable Laws.

            (iii) Upon the request of the Required Lenders, while any Event of
      Default exists, the Borrowers shall pay interest on the principal amount
      of all outstanding Obligations hereunder at a fluctuating interest rate
      per annum at all times equal to the Default Rate to the fullest extent
      permitted by applicable Laws.

            (iv) Accrued and unpaid interest on past due amounts (including
      interest on past due interest) shall be due and payable upon demand.

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

      2.09 FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.03:

      (a) Unused Fee. The Company shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, a fee in
Dollars (the "Unused Fee")

                                       45


equal to the Applicable Rate times the actual daily unused portion of such
Lender's Commitment. The Unused Fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date. The Unused Fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in effect.

      (b) Utilization Fee. The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage, a
utilization fee in Dollars equal to the Applicable Rate times the Total
Outstandings on each day that the Total Outstandings exceed 25% of the actual
daily amount of the Aggregate Commitments then in effect (or, if terminated, in
effect immediately prior to such termination). The utilization fee shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The utilization fee shall be calculated
quarterly in arrears and if there is any change in the Applicable Rate during
any quarter, the daily amount shall be computed and multiplied by the Applicable
Rate for each period during which such Applicable Rate was in effect. The
utilization fee shall accrue at all times, including at any time during which
one or more of the conditions in Article IV is not met.

      (c) Other Fees. (i) The Company shall pay to the BAS and the
Administrative Agent for their own respective accounts, in Dollars, fees in the
amounts and at the times specified in the Agent/BAS Fee Letter. Such fees shall
be fully earned when paid and shall not be refundable for any reason whatsoever.

      (ii) The Company shall pay to the JPMS for its own account, in Dollars,
fees in the amounts and at the times specified in the JPMS Fee Letter. Such fees
shall be fully earned when paid and shall not be refundable for any reason
whatsoever.

      (iii) The Company shall pay to the Lenders, in Dollars, such fees as shall
have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.

      (iv) Except as otherwise specifically provided herein, the Company shall
pay to the L/C Issuers fees in the amounts and at the times specified in the
applicable Issuer Fee Letter. Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.

      2.10 COMPUTATION OF INTEREST AND FEES.

      (a) All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed. All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year), or, in the

                                       46


case of interest in respect of Committed Loans denominated in Alternative
Currencies as to which market practice differs from the foregoing, in accordance
with such market practice. Interest shall accrue on each Loan for the day on
which the Loan is made, and shall not accrue on a Loan, or any portion thereof,
for the day on which the Loan or such portion is paid, provided that any Loan
that is repaid on the same day on which it is made shall, subject to Section
2.12(a), bear interest for one day. Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

      (b) Each determination by the Administrative Agent of interest and fees
payable by the Company hereunder, in the absence of manifest error, shall be
conclusive and binding upon all parties hereto. Notwithstanding the foregoing,
in the event that, as a result of any reconciliation of the Administrative
Agent's record of outstanding Letters of Credit pursuant to Section 2.03(n) or
otherwise, the Administrative Agent determines that there has been an
underpayment or overpayment of any fees payable by the Company hereunder, the
Administrative Agent shall promptly notify the Company, the L/C Issuers and the
Lenders thereof, and the Company shall pay to the Administrative Agent for the
account of the L/C Issuers or the Lenders, as the case may be (in the case of
any underpayment) or the L/C Issuers or the Lenders, as the case may be, shall
pay to the Administrative Agent for the account of the Company (in the case of
any overpayment), any amount due as a result of such reconciliation, on the next
regularly occurring payment date for such fee.

      2.11 EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the
Borrowers and the interest and payments thereon. The accounts or records
maintained by any Swap Counterparty shall be conclusive absent manifest error of
the amount owed to such Swap Counterparty by the Company, and the Administrative
Agent shall not be obligated to maintain any account or record thereof. Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrowers hereunder to pay any amount
owing with respect to the Obligations. In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error. Upon
the request of any Lender to a Borrower made through the Administrative Agent,
such Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such Lender's Loans to such
Borrower in addition to such accounts or records. Each Lender may attach
schedules to a Note and endorse thereon the date, Type (if applicable), amount,
currency and maturity of its Loans and payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and

                                       47


records of the Administrative Agent shall control in the absence of manifest
error.

      2.12 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK.

      (a) General. All payments to be made by the Borrowers shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff. Except as otherwise expressly provided herein all payments by the
Borrowers hereunder to be made directly to an L/C Issuer shall be made to such
L/C Issuer in accordance with its payment instructions in Same Day Funds and in
Dollars or, in respect of Letters of Credit denominated in an Alternative
Currency, in such Alternative Currency, not later than the times and on the
dates specified herein. Except as otherwise expressly provided herein and except
with respect to such payments to be made directly to an L/C Issuer or principal
of and interest on Loans denominated in an Alternative Currency, all payments by
the Borrowers hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders or L/C Issuers to which such payment is owed,
at the applicable Administrative Agent's Office in Dollars and in Same Day Funds
not later than 11:00 a.m. on the date specified herein. Except as otherwise
expressly provided herein, all payments by the Borrowers hereunder with respect
to principal and interest on Loans denominated in an Alternative Currency shall
be made to the Administrative Agent, for the account of the respective Lenders
to which such payment is owed, at the applicable Administrative Agent's Office
in such Alternative Currency and in Same Day Funds not later than the Applicable
Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may
require that any payments due under this Agreement be made in the United States.
If, for any reason, any Borrower is prohibited by any Law from making any
required payment hereunder in an Alternative Currency, such Borrower shall make
such payment in Dollars in the Dollar Equivalent of the Alternative Currency
payment amount. The Administrative Agent will promptly distribute to each L/C
Issuer its applicable share as provided herein, or to each Lender its Applicable
Percentage (or other applicable share as provided herein) of such payment in
like funds as received by wire transfer to such L/C Issuer in accordance with
its payment instructions or to such Lender at its Lending Office. All payments
received by the Administrative Agent after 11:00 a.m., or by an L/C Issuer after
the time specified herein or in any Issuer Document, shall in each case be
deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue. All payments received by an L/C Issuer after
the time specified herein or in any Issuer Document, or by the Administrative
Agent (i) after 11:00 a.m., in the case of payments in Dollars, or (ii) after
the Applicable Time specified by the Administrative Agent in the case of
payments in an Alternative Currency, shall in each case be deemed received on
the next succeeding Business Day and any applicable interest or fee shall
continue to accrue. If any payment to be made by any Borrower shall come due on
a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.

      (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Committed Borrowing that such Lender will not make
available to the Administrative Agent such Lender's share of such Committed
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 and may, in
reliance upon such assumption, make available to the applicable Borrower a

                                       48


corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Committed Borrowing available to the Administrative Agent,
then the applicable Lender and the applicable Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount in Same
Day Funds with interest thereon, for each day from and including the date such
amount is made available to such Borrower to but excluding the date of payment
to the Administrative Agent, at (A) in the case of a payment to be made by such
Lender, the Overnight Rate and (B) in the case of a payment to be made by such
Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and
such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to such
Borrower the amount of such interest paid by such Borrower for such period. If
such Lender pays its share of the applicable Committed Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender's
Committed Loan included in such Committed Borrowing. Any payment by such
Borrower shall be without prejudice to any claim such Borrower may have against
a Lender that shall have failed to make such payment to the Administrative
Agent.

      (ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless
the Administrative Agent shall have received notice from a Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuers hereunder that such Borrower will not make such
payment, the Administrative Agent may assume that such Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the applicable L/C Issuer(s), as the
case may be, the amount due. In such event, if such Borrower has not in fact
made such payment, then each of the Lenders or applicable L/C Issuer(s), as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or applicable L/C Issuer(s), in
Same Day Funds with interest thereon, for each day from and including the date
such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Overnight Rate.

      A notice of the Administrative Agent to any Lender or Borrower with
respect to any amount owing under this subsection (b) shall be conclusive,
absent manifest error.

      (c) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender to any
Borrower as provided in the foregoing provisions of this Article II, and such
funds are not made available to such Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article
IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest; provided however, that if such
funds are not returned within one Business Day, such funds shall bear interest
at the Overnight Rate.

      (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and to make payments pursuant to Section 10.04(c) are several and not joint, and
the obligations of each Swap Counterparty hereunder to make Interest Rate Swaps
are several and not joint. The failure of any Lender to make any Committed Loan,
to make any Interest Rate Swap, to fund any such participation or to make any
payment under Section 10.04(c) on any date required hereunder

                                       49


shall not relieve any other Lender of its corresponding obligation to do so on
such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, to make its Interest Rate Swap, to
purchase its participation or to make its payment under Section 10.04(c).

      (e) Funding Source. Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      2.13 SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by exercising
any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of the Committed Loans made by it, or the
participations in L/C Obligations held by it resulting in such Lender's
receiving payment of a proportion of the aggregate amount of such Committed
Loans or participations and accrued interest thereon greater than its pro rata
share thereof as provided herein, then the Lender receiving such greater
proportion shall (a) notify the Administrative Agent of such fact, and (b)
purchase (for cash at face value) participations in the Committed Loans and
subparticipations in L/C Obligations of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Committed Loans and
other amounts owing them, provided that:

            (i) if any such participations or subparticipations are purchased
      and all or any portion of the payment giving rise thereto is recovered,
      such participations or subparticipations shall be rescinded and the
      purchase price restored to the extent of such recovery, without interest;
      and

            (ii) the provisions of this Section shall not be construed to apply
      to (x) any payment made by a Borrower pursuant to and in accordance with
      the express terms of this Agreement or (y) any payment obtained by a
      Lender as consideration for the assignment of or sale of a participation
      in any of its Committed Loans or subparticipations in L/C Obligations to
      any assignee or participant, other than to the Company or any Subsidiary
      thereof (as to which the provisions of this Section shall apply).

      Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.

      2.14 DESIGNATED BORROWERS.

      (a) The Company may at any time, upon not less than 15 Business Days'
notice from the Company to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), designate any
additional Subsidiary of the Company (an "Applicant Borrower") as a Designated
Borrower to receive Loans hereunder by delivering

                                       50


to the Administrative Agent (which shall promptly deliver counterparts thereof
to each Lender) a duly executed notice and agreement in substantially the form
of Exhibit G (a "Designated Borrower Request and Assumption Agreement"). The
parties hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to utilize the credit facilities provided for herein the
Administrative Agent and the Lenders shall have received such supporting
resolutions, incumbency certificates, opinions of counsel and other documents or
information, in form, content and scope reasonably satisfactory to the
Administrative Agent, as may be required by the Administrative Agent or the
Required Lenders in their sole discretion, and Notes signed by such new
Borrowers to the extent any Lenders so require. If the Administrative Agent and
the Required Lenders agree that an Applicant Borrower shall be entitled to
receive Loans hereunder, then promptly following receipt of all such requested
resolutions, incumbency certificates, opinions of counsel and other documents or
information, the Administrative Agent shall send a notice in substantially the
form of Exhibit H (a "Designated Borrower Notice") to the Company and the
Lenders specifying the effective date upon which the Applicant Borrower shall
constitute a Designated Borrower for purposes hereof, whereupon each of the
Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on
the terms and conditions set forth herein, and each of the parties agrees that
such Designated Borrower otherwise shall be a Borrower for all purposes of this
Agreement; provided that no Committed Loan Notice or Letter of Credit
Application may be submitted by or on behalf of such Designated Borrower until
the date five Business Days after such effective date.

      (b) The Obligations of the Company and each Designated Borrower that is a
Domestic Subsidiary shall be joint and several in nature. The Obligations of all
Designated Borrowers that are Foreign Subsidiaries shall be several in nature.

      (c) Each Subsidiary of the Company that becomes a "Designated Borrower"
pursuant to this Section 2.14 hereby irrevocably appoints the Company as its
agent for all purposes relevant to this Agreement and each of the other Loan
Documents, including (i) the giving and receipt of notices, (ii) the execution
and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) the receipt of the proceeds of any Loans
made by the Lenders, to any such Designated Borrower hereunder. Any
acknowledgment, consent, direction, certification or other action which might
otherwise be valid or effective only if given or taken by all Borrowers, or by
each Borrower acting singly, shall be valid and effective if given or taken only
by the Company, whether or not any such other Borrower joins therein. Any
notice, demand, consent, acknowledgement, direction, certification or other
communication delivered to the Company in accordance with the terms of this
Agreement shall be deemed to have been delivered to each Designated Borrower.

      (d) The Company may from time to time, upon not less than 15 Business
Days' notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion),
terminate a Designated Borrower's status as such, provided that there are no
outstanding Loans payable by such Designated Borrower, or other amounts payable
by such Designated Borrower on account of any Loans made to it, as of the
effective date of such termination. The Administrative Agent will promptly
notify the Lenders of any such termination of a Designated Borrower's status.

                                       51


                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the respective Borrowers hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if the applicable
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
each Agent, each Lender or each L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Borrower shall make such deductions and (iii) such Borrower shall
timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.

      (b) Payment of Other Taxes by the Borrowers. Without limiting the
provisions of subsection (a) above, each Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

      (c) Indemnification by the Borrowers. Each Borrower shall indemnify each
Agent, each Lender and each L/C Issuer, within 10 days after demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) paid by such Agent, such Lender or such L/C
Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to a Borrower by a Lender or an L/C Issuer (with a copy to
the Administrative Agent), or by an Agent on its own behalf or on behalf of a
Lender or an L/C Issuer, shall be conclusive absent manifest error.

      (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority,
such Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

      (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
a Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Company (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Company or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Company or the Administrative Agent,
shall deliver such other documentation prescribed by

                                       52


applicable law or reasonably requested by the Company or the Administrative
Agent as will enable the Company or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements.

      Without limiting the generality of the foregoing, in the event that a
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to Company and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the request of the Company or the Administrative Agent, but only
if such Foreign Lender is legally entitled to do so), whichever of the following
is applicable:

            (i) duly completed copies of Internal Revenue Service Form W-8BEN
      claiming eligibility for benefits of an income tax treaty to which the
      United States is a party,

            (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

            (iii) in the case of a Foreign Lender claiming the benefits of the
      exemption for portfolio interest under section 881(c) of the Code, (x) a
      certificate to the effect that such Foreign Lender is not (A) a "bank"
      within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
      shareholder" of the applicable Borrower within the meaning of section
      881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
      described in section 881(c)(3)(C) of the Code and (y) duly completed
      copies of Internal Revenue Service Form W-8BEN, or

            (iv) any other form prescribed by applicable law as a basis for
      claiming exemption from or a reduction in United States Federal
      withholding tax duly completed together with such supplementary
      documentation as may be prescribed by applicable law to permit the Company
      to determine the withholding or deduction required to be made.

      Without limiting the obligations of the Lenders set forth above regarding
delivery of certain forms and documents to establish each Lender's status for
U.S. withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Company, as the Administrative Agent or the Company
shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such other documents and forms required by any relevant
taxing authorities under the Laws of any other jurisdiction, duly executed and
completed by such Lender, as are required under such Laws to confirm such
Lender's entitlement to any available exemption from, or reduction of,
applicable withholding taxes in respect of all payments to be made to such
Lender outside of the U.S. by the Borrowers pursuant to this Agreement or
otherwise to establish such Lender's status for withholding tax purposes in such
other jurisdiction. Each Lender shall promptly (i) notify the Administrative
Agent of any change in circumstances which would modify or render invalid any
such claimed exemption or reduction, and (ii) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such Lender, and
as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws of any such jurisdiction
that any Borrower make any deduction or withholding for taxes from amounts
payable to such Lender. Additionally, each of the Borrowers shall promptly
deliver to the Administrative Agent or any

                                       53


Lender, as the Administrative Agent or such Lender shall reasonably request, on
or prior to the Closing Date, and in a timely fashion thereafter, such documents
and forms required by any relevant taxing authorities under the Laws of any
jurisdiction, duly executed and completed by such Borrower, as are required to
be furnished by such Lender or the Administrative Agent under such Laws in
connection with any payment by the Administrative Agent or any Lender of Taxes
or Other Taxes, or otherwise in connection with the Loan Documents, with respect
to such jurisdiction.

      (f) Treatment of Certain Refunds. If any Agent, any Lender or any L/C
Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by any Borrower or with
respect to which any Borrower has paid additional amounts pursuant to this
Section, it shall pay to such Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by such
Borrower under this Section with respect to the Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses of such Agent, such Lender or
such L/C Issuer, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that each Borrower, upon the request of such Agent, such
Lender or such L/C Issuer, agrees to repay the amount paid over to such Borrower
(plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to such Agent, such Lender or such L/C Issuer in the
event such Agent, such Lender or such L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require either Agent, any Lender or any L/C Issuer to make available its tax
returns (or any other information relating to its taxes that it deems
confidential) to any Borrower or any other Person.

      3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative
Currency), or to determine or charge interest rates based upon the Eurocurrency
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars or
any Alternative Currency in the applicable interbank market, then, on notice
thereof by such Lender to the Company through the Administrative Agent, any
obligation of such Lender to make or continue Eurocurrency Rate Loans in the
affected currency or currencies or, in the case of Eurocurrency Rate Loans in
Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall
be suspended until such Lender notifies the Administrative Agent and the Company
that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Borrowers shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable and such Loans are
denominated in Dollars, convert all such Eurocurrency Rate Loans of such Lender
to Base Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the
Borrowers shall also pay accrued interest on the amount so prepaid or converted.

      3.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason in connection with any request for a Eurocurrency Rate Loan or a
conversion to or

                                       54


continuation thereof that (a) deposits (whether in Dollars or an Alternative
Currency) are not being offered to banks in the applicable offshore interbank
market for such currency for the applicable amount and Interest Period of such
Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an
Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest
Period with respect to a proposed Eurocurrency Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan,
the Administrative Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate
Loans in the affected currency or currencies shall be suspended until the
Administrative Agent (upon the instruction of the Required Lenders) revokes such
notice. Upon receipt of such notice, the Company may revoke any pending request
for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in
the affected currency or currencies or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans in the amount specified therein.

      3.04 INCREASED COSTS; RESERVES ON EUROCURRENCY RATE LOANS.

      (a) Increased Costs Generally. If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit,
      compulsory loan, insurance charge or similar requirement against assets
      of, deposits with or for the account of, or credit extended or
      participated in by, any Lender (except (A) any reserve requirement
      contemplated by Section 3.04(e) and (B) the requirements of the Bank of
      England and the Financial Services Authority or the European Central Bank
      reflected in the Mandatory Cost, other than as set forth below) or any L/C
      Issuer;

            (ii) subject any Lender or any L/C Issuer to any tax of any kind
      whatsoever with respect to this Agreement, any Letter of Credit, any
      participation in a Letter of Credit or any Eurocurrency Loan made by it,
      or change the basis of taxation of payments to such Lender or such L/C
      Issuer in respect thereof (except for Indemnified Taxes or Other Taxes
      which are covered by Section 3.01 and the imposition of, or any change in
      the rate of, any Excluded Tax payable by such Lender or such L/C Issuer);

            (iii) the Mandatory Cost, as calculated hereunder, does not
      represent the cost to any Lender of complying with the requirements of the
      Bank of England and/or the Financial Services Authority or the European
      Central Bank in relation to its making, funding or maintaining
      Eurocurrency Rate Loans; or

            (iv) impose on any Lender or any L/C Issuer or the London interbank
      market any other condition, cost or expense affecting this Agreement or
      Eurocurrency Loans made by such Lender or any Letter of Credit or
      participation therein;

      and the result of any of the foregoing shall be to increase the cost to
such Lender of making or maintaining any Eurocurrency Loan (or of maintaining
its obligation to make any such Loan), or to increase the cost to such Lender or
such L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue

                                       55


any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender or such L/C Issuer hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender or such L/C Issuer, the
Company will pay (or cause the applicable Designated Borrower to pay) to such
Lender or such L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or such L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

      (b) Capital Requirements. If any Lender or any L/C Issuer determines that
any Change in Law affecting such Lender or such L/C Issuer or any Lending Office
of such Lender or such Lender's or such L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or such L/C Issuer's capital or on the capital of
such Lender's or such L/C Issuer's holding company, if any, as a consequence of
this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by such L/C Issuer, to a level below that which such Lender or
such L/C Issuer or such Lender's or such L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
such L/C Issuer's policies and the policies of such Lender's or such L/C
Issuer's holding company with respect to capital adequacy), then from time to
time the Company will pay (or cause the applicable Designated Borrower to pay)
to such Lender or such L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or such L/C Issuer or such Lender's or
such L/C Issuer's holding company for any such reduction suffered.

      (c) Certificates for Reimbursement. A certificate of a Lender or an L/C
Issuer setting forth the amount or amounts necessary to compensate such Lender
or such L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Company shall be
conclusive absent manifest error. The Company shall pay (or cause the applicable
Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be,
the amount shown as due on any such certificate within 10 days after receipt
thereof.

      (d) Delay in Requests. Failure or delay on the part of any Lender or any
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or such L/C Issuer's
right to demand such compensation, provided that no Borrower shall be required
to compensate a Lender or such L/C Issuer pursuant to the foregoing provisions
of this Section for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender or such L/C Issuer, as the
case may be, notifies the Company of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or such L/C Issuer's
intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of
retroactive effect thereof).

      (e) Additional Reserve Requirements. The Company shall pay (or cause the
applicable Designated Borrower to pay) to each Lender, (i) as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as "Eurocurrency liabilities"), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan equal to the actual costs

                                       56


of such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), and (ii) as long
as such Lender shall be required to comply with any reserve ratio requirement or
analogous requirement of any other central banking or financial regulatory
authority imposed in respect of the maintenance of the Commitments or the
funding of the Eurocurrency Rate Loans, such additional costs (expressed as a
percentage per annum and rounded upwards, if necessary, to the nearest five
decimal places) equal to the actual costs allocated to such Commitment or Loan
by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive), which in each case shall be due and payable on each date
on which interest is payable on such Loan, provided the Company shall have
received at least 10 days' prior notice (with a copy to the Administrative
Agent) of such additional interest or costs from such Lender. If a Lender fails
to give notice 10 days prior to the relevant Interest Payment Date, such
additional interest or costs shall be due and payable 10 days from receipt of
such notice.

      3.05 COMPENSATION FOR LOSSES. Upon demand of any Lender (with a copy to
the Administrative Agent) from time to time, the Company shall promptly
compensate (or cause the applicable Designated Borrower to compensate) such
Lender for and hold such Lender harmless from any loss, cost or expense incurred
by it as a result of:

      (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

      (b) any failure by any Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the Company
or the applicable Designated Borrower;

      (c) any failure by any Borrower to make payment of any Loan or drawing
under any Letter of Credit (or interest due thereon) denominated in an
Alternative Currency on its scheduled due date or any payment thereof in a
different currency; or

      (d) any assignment of a Eurocurrency Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 10.13;

including any loss of anticipated profits, any foreign exchange losses and any
loss or expense arising from the liquidation or reemployment of funds obtained
by it to maintain such Loan, from fees payable to terminate the deposits from
which such funds were obtained or from the performance of any foreign exchange
contract. The Company shall also pay (or cause the applicable Designated
Borrower to pay) any customary administrative fees charged by such Lender in
connection with the foregoing.

For purposes of calculating amounts payable by the Company (or the applicable
Designated Borrower) to the Lenders under this Section 3.05, each Lender shall
be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the
offshore interbank market for such currency for a comparable amount and for a
comparable period, whether or not such Eurocurrency Rate Loan was in fact so
funded.

                                       57


      3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Company hereby agrees to pay (or to cause
the applicable Designated Borrower to pay) all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

      (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Company may replace such Lender in accordance with Section
10.13.

      3.07 SURVIVAL. All of the Borrowers' obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligations of the
Lenders and L/C Issuers to make their initial Credit Extensions hereunder is
subject to satisfaction of the following conditions precedent:

      (a) The Administrative Agent's receipt of the following, each of which
shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance satisfactory to the Administrative Agent and each of the
Lenders:

            (i) executed counterparts of this Agreement, the Guaranties, the
      Pledge Agreement, the Security Agreement, the Interco Subordination
      Agreement and the Intercreditor Agreement sufficient in number for
      distribution to the Administrative Agent, each Lender and the Company;

            (ii) Notes executed by the Borrowers in favor of each Lender
      requesting Notes;

            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of Responsible Officers of each
      Loan Document Party as the

                                       58


      Administrative Agent may require evidencing the identity, authority and
      capacity of each Responsible Officer thereof authorized to act as a
      Responsible Officer in connection with this Agreement and the other Loan
      Documents to which such Loan Document Party is a party;

            (iv) such documents and certifications as the Administrative Agent
      may reasonably require to evidence that each Loan Document Party is duly
      organized or formed, and that each Loan Document Party is validly
      existing, in good standing and qualified to engage in business;

            (v) except as otherwise specified in Section 6.15, favorable
      opinions of counsel to the Loan Document Parties, addressed to the
      Administrative Agent, each L/C Issuer and each Lender, as to the matters
      set forth in Exhibit P and such other matters concerning the Loan Document
      Parties and the Loan Documents as the Required Lenders may reasonably
      request;

            (vi) a certificate of a Responsible Officer of each Loan Document
      Party either (A) attaching copies of all consents, licenses and approvals
      required in connection with the execution, delivery and performance by
      such Loan Document Party and the validity against such Loan Document Party
      of the Loan Documents to which it is a party, and such consents, licenses
      and approvals shall be in full force and effect, or (B) stating that no
      such consents, licenses or approvals are so required;

            (vii) a certificate signed by a Responsible Officer of the Company
      certifying (A) that the conditions specified in Sections 4.02(a) and (b)
      have been satisfied, (B) that there has been no event or circumstance
      since the date of the Audited Financial Statements that has had or could
      be reasonably expected to have, either individually or in the aggregate, a
      Material Adverse Effect; and (C) the current Debt Ratings;

            (viii) a duly completed Compliance Certificate as of the last day of
      the fiscal quarter of the Company most recently ended prior to the Closing
      Date, signed by a Responsible Officer of the Company;

            (ix) except as otherwise specified in Section 6.15, evidence
      satisfactory to the Administrative Agent that the Liens granted to the
      Collateral Agent for the benefit of the Lenders in the collateral
      described in the Pledge Agreement and the Security Agreement are perfected
      security interests (except that with respect to the pledge of any Capital
      Stock of First Tier non-U.S. Subsidiaries, perfected to the extent that
      the Uniform Commercial Code in the relevant jurisdiction is applicable) in
      each case subject to nonconsensual Permitted Liens; and no Lien (other
      than nonconsensual Permitted Liens) exists on any such collateral
      described above other than the Lien created in favor of the Collateral
      Agent, for the benefit of the Lenders, pursuant to the Loan Documents;

            (x) evidence that all insurance required to be maintained pursuant
      to the Loan Documents has been obtained and is in effect;

            (xi) evidence that all amounts owing under the Existing Credit
      Agreement have been or concurrently with the Closing Date are being paid;
      and

                                       59


            (xii) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent, the L/C Issuers, or the Required
      Lenders reasonably may require.

      (b) Any fees required to be paid on or before the Closing Date shall have
been paid.

      (c) Unless waived by the Administrative Agent, the Company shall have paid
all fees, charges and disbursements of counsel to the Administrative Agent to
the extent invoiced prior to or on the Closing Date, plus such additional
amounts of such fees, charges and disbursements as shall constitute its
reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between the Company
and the Administrative Agent).

      (d) The Closing Date shall have occurred on or before August 31, 2004.

      Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender and L/C Issuer that has signed this Agreement 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 a Lender or L/C Issuer unless the
Administrative Agent shall have received notice from such Lender or L/C Issuer
prior to the proposed Closing Date specifying its objection thereto.

      4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligations of the Lenders
and the L/C Issuers to honor any Request for Credit Extension (other than a
Committed Loan Notice requesting only a conversion of Committed Loans to the
other Type, or a continuation of Eurocurrency Rate Loans) shall be subject to
the following conditions precedent:

      (a) The representations and warranties of (i) the Borrowers contained in
Article V and (ii) each Loan Party contained in each other Loan Document or in
any document furnished at any time under or in connection herewith or therewith,
shall be true and correct in all material respects on and as of the date of such
Credit Extension, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date, and except that for
purposes of this Section 4.02, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of
Section 6.01.

      (b) No Default shall exist, or would result from such proposed Credit
Extension or the application of the proceeds thereof.

      (c) The Administrative Agent and, if applicable, the applicable L/C Issuer
shall have received a Request for Credit Extension in accordance with the
requirements hereof.

      (d) If the applicable Borrower is a Designated Borrower, then the
conditions of Section 2.14 to the designation of such Borrower as a Designated
Borrower shall have been met to the satisfaction of the Administrative Agent.

                                       60


      (e) In the case of a Credit Extension to be denominated in an Alternative
Currency, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which, in the reasonable opinion of the Administrative Agent,
the Required Lenders (in the case of any Loans to be denominated in an
Alternative Currency) or the applicable L/C Issuer (in the case of any Letter of
Credit to be denominated in an Alternative Currency) would make it impracticable
for such Credit Extension to be denominated in the relevant Alternative
Currency.

      Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Loans) submitted by the Company shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      Each Borrower represents and warrants to the Administrative Agent, the L/C
Issuers and the Lenders that:

      5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each Loan
Document Party (a) is a corporation, partnership or limited liability company
duly organized or formed, validly existing and in good standing under the Laws
of the jurisdiction of its incorporation or organization, (b) has all requisite
power and authority and all governmental licenses, authorizations, consents and
approvals to (i) own its assets and carry on its business and (ii) execute,
deliver, and perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license, and (d) is
in compliance with all Laws, except in each case referred to in clause (b)(i),
(c) or this clause (d), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Document Party of each Loan Document to which such
Person is party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, any material
Contractual Obligation to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its
property is subject; or (c) violate any Law applicable to such Loan Document
Party.

      5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Document Party of this Agreement or any other Loan Document
other than those previously obtained and filings and other actions in

                                       61


connection with the Liens on any collateral. All applicable waiting periods in
connection with the transactions contemplated by the Loan Documents have expired
without any action having been taken by any competent authority restraining,
preventing or imposing materially adverse conditions upon the transactions
contemplated by the Loan Documents.

      5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been duly executed and delivered
by each Loan Document Party that is party thereto. This Agreement constitutes,
and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of such Loan Document Party, enforceable against each
Loan Document Party that is party thereto in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditor's rights generally and by equitable principles (regardless of whether
enforcement is sought in equity or at law).

      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present in all material respects
the financial condition of the Company and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Company and its
Subsidiaries as of the date thereof, including liabilities for taxes and
material commitments in accordance with GAAP consistently applied throughout the
period covered thereby.

      (b) The unaudited consolidated balance sheet of the Company and its
Subsidiaries as at May 31, 2004, and the related consolidated statements of
income, shareholders' equity and cash flows for the fiscal quarter then ended,
(A) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby (subject to normal year-end adjustments and the absence
of notes), except as otherwise expressly noted therein; (B) fairly present in
all material respects the financial condition of the Company and its
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and (C)
show all material indebtedness and other liabilities, direct or contingent, of
the Company and its Subsidiaries as of the date thereof, including liabilities
for taxes, material commitments and Indebtedness in accordance with GAAP
consistently applied throughout the period covered thereby.

      (c) Since the date of the Audited Financial Statements, there has been no
event or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect, except as disclosed (i) in public filings by the
Company with the SEC or (ii) in press releases of the Company or other public
disclosures of the Company, in each case publicly filed or publicly released
after August 29, 2003 but prior to the Closing Date.

      5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Company threatened or contemplated,
at law, in equity, in arbitration or

                                       62


before any Governmental Authority, by or against the Company or any of its
Subsidiaries or against any of their properties or revenues which (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) if determined adversely, could
reasonably be expected to have a Material Adverse Effect, or, to the knowledge
of the Company, any investigation by any Governmental Authority of the Company's
or any Subsidiary's affairs or properties which could reasonably be expected to
cause or result in a Material Adverse Effect.

      5.07 NO DEFAULT. Neither the Company nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could be reasonably
expected to have a Material Adverse Effect. No Default has occurred and is
continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.

      5.08 OWNERSHIP OF PROPERTY; LIENS. The Company and each Subsidiary have
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of their
respective businesses, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, the property of the Company and its
Subsidiaries is subject to no Liens, other than Permitted Liens.

      5.09 ENVIRONMENTAL COMPLIANCE. The Company and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof the Company has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

      5.10 INSURANCE. The properties of the Company and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Company, in such amounts, with such deductibles and covering such risks
as are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Company or its Subsidiaries operate
(after giving affect to customary self-insurance).

      5.11 TAXES. The Company and its Subsidiaries have filed all federal, state
and other material tax returns and reports required to be filed, and have paid
all federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. To the Company's knowledge, no proposed tax
assessment against the Company or any Subsidiary would, if made, have a Material
Adverse Effect.

      5.12 ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect thereto and, to

                                       63


the knowledge of the Company, nothing has occurred which would prevent, or cause
the loss of, such qualification. The Company and each ERISA Affiliate have made
all required contributions to each Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

      (b) There are no pending or, to the knowledge of the Company, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Plan (or any employee benefit plan that was maintained by the
Company or any ERISA Affiliate within the prior six years) that could reasonably
be expected to have a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan that has resulted or could be reasonably expected to result in a
Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Company nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA (other than premiums due and not
delinquent under Section 4007 of ERISA); (iv) neither the Company nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan; and (v) neither the Company nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.

      5.13 SUBSIDIARIES.

      (a) The Company has no Subsidiaries as of the date hereof other than those
specifically disclosed in Part (a) of Schedule 5.13, and neither the Company nor
any Subsidiary has any equity investments in any other corporation or entity as
of the date hereof other than those specifically disclosed in Part (b) of
Schedule 5.13; and

      (b) Schedule 5.13 sets forth as of the date hereof (i) each Subsidiary of
the Company and identifies its status as either a U.S. Material Subsidiary, a
First Tier non-U.S. Subsidiary, a non-U.S. Subsidiary that is not a First Tier
non-U.S. Subsidiary or a non-Material U.S. Subsidiary, (ii) a list of all issued
and outstanding Capital Stock of each such U.S. Material Subsidiary or First
Tier non-U.S. Subsidiary, and (iii) the percentage of such Capital Stock that is
directly owned by the Company or any of its U.S. Subsidiaries. All of the issued
and outstanding Capital Stock of the Company and its Subsidiaries have been duly
authorized and are validly issued, fully paid and non-assessable, and, except
with respect to non-consensual Permitted Liens, are free and clear of any Liens
and other restrictions (including any restrictions on the right to vote, sell or
otherwise dispose of such Capital Stock), and of any preemptive or other similar
rights to subscribe for or to purchase any such Capital Stock. There are no
outstanding rights to acquire Capital Stock in any Subsidiary and no additional
Capital Stock of any Subsidiary of the Company will become issuable to any
Person pursuant to any "anti-dilution" provisions of any such issued and
outstanding Capital Stock. All Capital Stock of each Subsidiary of the Company
have been issued and offered in compliance in all material respects with
applicable Laws.

                                       64


      5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

      (a) No Borrower is engaged, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the FRB), or extending credit for the purpose
of purchasing or carrying margin stock.

      (b) None of the Company, any Person Controlling the Company, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

      5.15 DISCLOSURE. No written statement, information, report, certification,
representation, or warranty made by any Loan Document Party or any Responsible
Officer of any Loan Document Party in any Loan Document or furnished to the
Joint Lead Arrangers, the Administrative Agent or any Lender by or on behalf of
any Loan Party in connection with any Loan Document (including in any and all
disclosure materials furnished by or on behalf of any Loan Document Party or
filed with the SEC on forms 10-K, 10-Q or 8-K) contains any untrue statement of
a material fact or, taken as a whole, omits any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided that to the
extent any such document, information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast or projection, the Company
represents only that it acted in good faith and utilized reasonable assumptions
and due care in the preparation of such document, information, report, financial
statement, exhibit or schedule (it being understood that forecasts and
projections by their nature involve approximations and uncertainties).

      5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. The Company and its
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person, except for such conflicts that
could not reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Company, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Company or any Subsidiary infringes upon any
rights held by any other Person, except for any such infringement that could not
reasonably be expected to have a Material Adverse Effect. No claim or litigation
regarding any of the foregoing is pending or, to the knowledge of the Company,
threatened, and no patent, invention, device, application, principle or any
statute, law, rule, regulation, standard or code is pending or, to the knowledge
of the Company, proposed, which, in either case, could reasonably be expected to
have a Material Adverse Effect.

      5.17 SENIOR INDEBTEDNESS. The Company has taken all actions necessary for
the Obligations to constitute "Senior Indebtedness" and "Designated Senior
Indebtedness" for the purposes of and as defined in the Subordinated Indenture.

                                       65


      5.18 SECURITY INTEREST. The Loan Documents create for the benefit of the
Lenders a valid and perfected security interest in the collateral described in
the Pledge Agreement (except that with respect to the pledge of any Capital
Stock of First Tier non-U.S. Subsidiaries, a perfected security interest to the
extent applicable), subject to no other Liens (other than as expressly permitted
by the Pledge Agreement), and a valid and perfected security interest in the
collateral described in the Security Agreement, subject to no other Liens (other
than Liens expressly permitted by the Security Agreement), securing in each case
the payment of the Obligations, and all filings and other actions necessary or
desirable to perfect or protect such security interests have been duly taken or
arrangements therefor reasonably satisfactory to the Administrative Agent have
been made.

      5.19 NO RESTRICTED JUNIOR PAYMENTS. Since the Closing Date, neither the
Company nor any of its Subsidiaries has directly or indirectly declared,
ordered, paid or made, or set apart any sum or property for, any Restricted
Junior Payment or agreed to do so except as permitted pursuant to Section 7.06.

      5.20 SOLVENCY. Each Loan Document Party is, and upon the incurrence of any
Obligation by such Loan Document Party on any date on which this representation
and warrant is made will be, Solvent.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation (other than inchoate indemnity obligations) shall remain unpaid
or unsatisfied, or any Letter of Credit or Interest Rate Swap shall remain
outstanding, the Company shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

      6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent in form and
detail satisfactory to the Administrative Agent and the Required Lenders:

      (a) as soon as available, but in any event within 90 days after the end of
each fiscal year of the Company, a consolidated balance sheet of the Company and
its Subsidiaries as at the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, audited and accompanied by a
report and opinion of an independent certified public accountant of nationally
recognized standing reasonably acceptable to the Required Lenders (the Lenders
and the Administrative Agent hereby acknowledge that KPMG LLP is acceptable),
which report and opinion shall be prepared in accordance with GAAP and shall not
be subject to any qualifications or exceptions as to the scope of the audit nor
to any qualifications and exceptions not reasonably acceptable to the Required
Lenders; and

      (b) as soon as available, but in any event within 45 days after the end of
each of the first three fiscal quarters of each fiscal year of the Company, a
consolidated balance sheet of the Company and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated

                                       66


statements of income or operations, shareholders' equity and cash flows for such
fiscal quarter and for the portion of the Company's fiscal year then ended,
setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the Company as fairly presenting in all material respects the
financial condition, results of operations and cash flows of the Company and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section
6.02(d), the Company shall not be separately required to furnish such
information under Sections 6.01(a) and 6.01(b), but the foregoing shall not be
in derogation of the obligation of the Company to furnish the information and
materials described in Sections 6.01(a) and 6.01(b) at the times specified
therein.

      6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
(and, if delivered electronically, with a courtesy copy to each L/C Issuer and
each Lender), in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

      (a) concurrently with the delivery of the financial statements referred to
in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth herein (which certificate may be limited to
the extent required by accounting rules or guidelines) or, if any such Default
shall exist, stating the nature and status of such event;

      (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and 6.01(b), (i) a duly completed Compliance Certificate
signed by a Responsible Officer of the Company and (ii) a list of Material
Subsidiaries, and First Tier non-U.S. Subsidiaries and Designated Borrowers as
of the date of such Compliance Certificate;

      (c) promptly after requested by the Administrative Agent or any Lender,
copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors (or the audit committee of the board of
directors) of the Company by independent accountants in connection with the
accounts or books of the Company or any Subsidiary, or any audit of any of them;

      (d) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or written communication sent to
the stockholders generally of the Company, and copies of all annual, regular,
periodic and special reports and registration statements which the Company may
file or be required to file with the SEC under Section 13 or 15(d) of the
Securities Exchange Act of 1934, and not otherwise required to be delivered to
the Administrative Agent pursuant hereto, in each case, other than the exhibits
thereto unless otherwise requested by the Administrative Agent or any Lender;
and

                                       67


      (e) promptly, such additional information regarding the business,
financial or corporate affairs of the Company or any Subsidiary as the
Administrative Agent, at the request of any Lender, may from time to time
request.

      Reports required to be delivered pursuant to Sections 6.01(a), 6.01(b) or
6.02(d) (to the extent any such financial statements, reports or proxy
statements are included in materials otherwise filed with the SEC) may be
delivered electronically and if so, shall be deemed to have been delivered on
the date on which the Company posts such reports, or provides a link thereto,
either: (i) on the Company's website on the Internet at the website address
listed on Schedule 10.02; or (ii) when such report is posted electronically on
IntraLinks/IntraAgency or other relevant website which the Administrative Agent
have access to (whether a commercial, third-party website or whether sponsored
by the Administrative Agent), if any, on the Company's behalf; provided that:
(x) the Company shall deliver paper copies of such reports to the Administrative
Agent until written request to cease delivering paper copies is given by the
Administrative Agent; (y) the Company shall notify (which may be by facsimile or
electronic mail) the Administrative Agent and each Lender of the posting of any
such reports and provide to the Administrative Agent by email electronic
versions (i.e. soft copies) of such reports; and (z) in every instance the
Company shall provide paper copies of the Compliance Certificates required by
Section 6.02(b) to the Administrative Agent. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Company with any
such request for delivery, and each of the Lenders and L/C Issuers shall be
solely responsible for requesting delivery to it or maintaining its copies of
such documents.

      Each Borrower hereby acknowledges that (a) the Administrative Agent will
make available to the Lenders and the L/C Issuers materials and/or information
provided by or on behalf of such Borrower hereunder (collectively, "Borrower
Materials") by posting the Borrower Materials on IntraLinks or another similar
electronic system (the "Platform") and (b) certain of the Lenders may be
"public-side" Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to any Borrower or its securities) (each, a
"Public Lender"). Each Borrower hereby agrees that (w) all Borrower Materials
that are to be made available to Public Lenders shall be clearly and
conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word
"PUBLIC" shall appear prominently on the first page thereof; (x) by marking
Borrower Materials "PUBLIC," the Borrowers shall be deemed to have authorized
the Administrative Agent, the L/C Issuers and the Lenders to treat such Borrower
Materials as either publicly available information or not material information
(although it may be sensitive and proprietary) with respect to the Borrowers or
their respective securities for purposes of United States Federal, state and any
other applicable securities laws; (y) all Borrower Materials marked "PUBLIC" are
permitted to be made available through a portion of the Platform designated
"Public Investor;" and (z) the Administrative Agent shall be entitled to treat
any Borrower Materials that are not marked "PUBLIC" as being suitable only for
posting on a portion of the Platform not designated "Public Investor."

      6.03 NOTICES. Promptly notify the Administrative Agent, each L/C Issuer
and each Lender:

                                       68


      (a) of the occurrence of any Default;

      (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Company or any Subsidiary
or (ii) any dispute, litigation, investigation, proceeding or suspension between
the Company or any Subsidiary and any Governmental Authority;

      (c) of one or more litigation, investigations or proceedings (or adverse
development therein) affecting any Loan Party in which the amounts reasonably
expected to be paid in the aggregate exceed the Threshold Amount, or in which
injunctive relief or similar relief is sought, which relief, if granted, could
be reasonably expected to have a Material Adverse Effect;

      (d) of the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
a liability of the Company and its Subsidiaries in an aggregate amount exceeding
$5,000,000;

      (e) of any material change in accounting policies or financial reporting
practices by the Company or any Subsidiary; provided that, the description of
any such changes set forth in the Company's filings with the SEC, or the notes
to any financial statements included therein, when delivered to the
Administrative Agent, shall constitute notice sufficient under this subsection
(e); and

      (f) of any announcement by Moody's or S&P of any change or possible change
in a Debt Rating.

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement or any
other Loan Document that have been breached.

      6.04 PAYMENT OF OBLIGATIONS. Except to the extent the failure of which
could not reasonably be expected to have a Material Adverse Effect, pay and
discharge as the same shall become due and payable (or within any applicable
grace period) all its obligations and liabilities, including (a) material tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Company or such Subsidiary and (b) all indebtedness, as and
when due and payable, but subject to any subordination provisions contained in
any instrument or agreement evidencing such Indebtedness.

      6.05 PRESERVATION OF EXISTENCE, ETC. Except to the extent the failure of
which could not reasonably be expected to have a Material Adverse Effect, (a)
preserve, renew and maintain in full force and effect its legal existence and
good standing under the Laws of the jurisdiction of its organization, and take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except,
pursuant to a

                                       69


transaction permitted by Section 7.05; and (b) preserve or renew all of its
registered patents, trademarks, trade names and service marks.

      6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all of
its material properties and equipment necessary in the operation of its business
in good working order and condition, ordinary wear and tear excepted, and (b)
make all necessary repairs thereto and renewals and replacements thereof,
except, in each case, where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

      6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Company, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts and with such deductibles as are customarily
carried under similar circumstances by such other Persons (after giving effect
to customary self-insurance).

      6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which (i) such requirement of Law is being contested in
good faith or a bona fide dispute exists with respect thereto, or (ii) the
failure to comply therewith could not be reasonably expected to have a Material
Adverse Effect.

      6.09 BOOKS AND RECORDS. Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Company or such Subsidiary, as the case may be.

      6.10 INSPECTION RIGHTS. Permit representatives and independent contractors
of the Administrative Agent and each Lender (provided that such Person shall be
subject to a nondisclosure agreement the terms of which shall be substantially
similar to Section 10.08) to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at the expense of
the Company and at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Company; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Company at any time during normal business hours and without advance notice.
Notwithstanding the foregoing, while no Event of Default exists, neither the
Company nor any of its Subsidiaries will be required to disclose, permit the
inspection, examination or making extracts of, or discussion of, any document,
information or other matter that (i) constitutes non-financial trade secrets or
non-financial proprietary information or (ii) in respect to which disclosure to
the Administrative Agent or any Lender (or designated representative) is then
prohibited by Law or any agreement binding on the Company or any of its
Subsidiaries that was not entered into by the Company or any of its Subsidiaries
for the purpose of concealing information from the Administrative Agent and the
Lenders or evading the provisions of this Agreement.

                                       70


      6.11 COMPLIANCE WITH ERISA.

      (a) Do, and cause each of its ERISA Affiliates to do, each of the
following: (i) maintain each Plan in compliance in all material respects with
the applicable provisions of ERISA, the Code and other federal or state law;
(ii) cause each Plan which is qualified under Section 401(a) of the Code to
maintain such qualification, except to the extent that the failure to do so
could not reasonably be expected to have a Material Adverse Effect; and (iii)
make all required contributions to any Plan subject to Section 412 of the Code.

      (b) Comply, and cause each of its relevant Subsidiaries to comply, in all
material respects with all applicable Laws relating to the maintenance or
operation of each Foreign Plan, and maintain in full force and effect all
material registrations of any Foreign Plans.

      6.12 USE OF PROCEEDS. Use the proceeds of the Credit Extensions for
working capital and other general corporate purposes (including to finance
acquisitions and to refinance Indebtedness) not in contravention of any Law or
of any Loan Document, subject to the limitations set forth in Section 7.12.

      6.13 SENIOR INDEBTEDNESS. The Obligations are hereby designated as "Senior
Indebtedness" and "Designated Senior Indebtedness" for the purposes of and as
defined in the Subordinated Indenture. The Company shall take all additional
actions that may be necessary for the Obligations to continue at all times to
constitute "Senior Indebtedness" and "Designated Senior Indebtedness" (to the
extent applicable) under all Subordinated Indebtedness and otherwise be entitled
to all the benefits of any Senior Indebtedness under all Subordinated
Indebtedness.

      6.14 COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY.

      (a) If, at any time, any Subsidiary of the Company that is not a Loan
Party shall be a Material Subsidiary of the Company, then, in each case at the
Company's expense:

            (i) in the case of a U.S. Material Subsidiary, within 45 days of
      attaining such status, the Company shall cause such Subsidiary to duly
      execute and deliver to the Administrative Agent a guaranty substantially
      in the form of Exhibit F or a supplement thereto, guaranteeing all of the
      Obligations under the Loan Documents;

            (ii) in the case of either a U.S. Material Subsidiary or a First
      Tier non-U.S. Subsidiary, within 90 days of attaining such status (A) the
      Company shall, or shall cause any Subsidiary that is a shareholder of such
      Material Subsidiary to, as applicable, duly execute and deliver to the
      Administrative Agent (x) a pledge agreement substantially in the form of
      Exhibit O or a pledge supplement thereto, and (y) certificates evidencing,
      in the case of a U.S. Material Subsidiary, all of the issued and
      outstanding Capital Stock of such Subsidiary owned by the Company or any
      of its Subsidiaries and, in the case of a First Tier non-U.S. Subsidiary,
      65% (or such greater percentage, if applicable, pursuant to the Pledge
      Agreement) of the issued and outstanding Capital Stock of such Subsidiary
      owned by the Company or any U.S. Subsidiary, which certificates shall be
      accompanied by undated stock powers duly executed in blank or the
      equivalent under applicable law, and (B) with respect to any Intercompany
      Indebtedness of the Loan Parties payable to

                                       71


      such Material Subsidiary, (x) the Company shall, and shall cause such
      other Loan Parties and such Material Subsidiary to, execute and deliver an
      Interco Subordination Agreement or a supplement thereto, provided that
      neither the Company nor any of its Subsidiaries shall be required to
      comply with the pledge provisions of this clause (ii) with respect to any
      First Tier non-U.S. Subsidiary in the event the Administrative Agent
      determines in its reasonable discretion after consultation with the
      Company and with the concurrence of the Required Lenders that any such
      pledge is not commercially feasible; and (y) such Material Subsidiary
      shall be otherwise subject to the limitations and requirements of Section
      7.03(f);

            (iii) evidence satisfactory to the Administrative Agent that the
      Lien granted to the Collateral Agent for the benefit of the Lenders in the
      collateral described in clause (ii) above is a perfected security interest
      (except that with respect to the pledge of any Capital Stock of any such
      First Tier non-U.S. Subsidiary, perfected to the extent applicable), and
      no Lien exists on any such collateral described above other than the Lien
      created in favor of the Collateral Agent, for the benefit of the Lenders,
      pursuant to the Loan Documents and non-consensual Permitted Liens; and

            (iv) at any time and from time to time, promptly execute and deliver
      any and all further instruments and documents and take all such other
      action as the Administrative Agent may deem necessary or desirable in
      obtaining the full benefits of, or in perfecting and preserving the Liens
      of, the pledges and guaranties contemplated by this Section 6.14.

      (b) If, at any time after the Closing Date, the status of any Subsidiary
of the Company shall change so that it no longer meets the definition of
"Material Subsidiary" or "First Tier non-U.S. Subsidiary", as the case may be,
(whether by voluntary liquidation, dissolution, sale or other transaction or
occurrence permitted under this Agreement, or as a result of a change in its
financial position), upon receipt of a written request by a Responsible Officer
of the Company (i) requesting the release of such Subsidiary from its
obligations under the Subsidiary Guaranty and release of such Subsidiary's
Capital Stock from the pledge of such Capital Stock under the Pledge Agreement
or other applicable collateral documentation with respect to First Tier non-U.S.
Subsidiaries, and certifying that such Subsidiary is no longer a "Material
Subsidiary" or "First Tier non-U.S. Subsidiary", as the case may be, and no
Default is existing or would exist after giving effect to such release and (ii)
certifying that concurrently therewith it has caused any pledge or guaranty
required by the terms of this Agreement to be delivered in accordance herewith
(e.g., the substitution of one First Tier non-U.S. Subsidiary for another
resulting from an internal reorganization permitted under Section 7.05(c)), the
Administrative Agent shall (A) release such Subsidiary from its obligations
under the Subsidiary Guaranty and (B) request the Collateral Agent to release
the shareholder pledgor of such Subsidiary's Capital Stock from the pledge under
the Pledge Agreement.

      (c) If, at any time, the Company incorporates, creates or acquires any
additional U.S. Subsidiary (other than an Excluded U.S. Subsidiary), or the
status of any Excluded U.S. Subsidiary shall change so that it no longer meets
the definition of "Excluded U.S. Subsidiary," then, at the Company's expense:

                                       72


            (i) within 45 days after such incorporation, creation or
      acquisition, or after any U.S. Subsidiary no longer qualifies as an
      Excluded U.S. Subsidiary, the Company shall (A) cause such U.S. Subsidiary
      to duly execute and deliver to the Administrative Agent a security
      agreement in substantially the form of Exhibit N or a supplement thereto
      and (B) deliver evidence satisfactory to the Administrative Agent that the
      Lien granted to the Collateral Agent for the benefit of the Lenders on the
      collateral described in such security agreement is a valid and perfected
      security interest and that no Lien (other than Liens permitted by the
      Security Agreement) exists on any such collateral other than the Lien
      granted to the Collateral Agent for the benefit of the Lenders pursuant to
      the Loan Documents; and

            (ii) at any time and from time to time, the Company shall promptly
      execute and deliver all further instruments and documents and take all
      such other action as the Administrative Agent may reasonably believe
      necessary or desirable to obtain the full benefits of, or in perfecting
      and preserving the Liens of, the pledges and guaranties contemplated by
      this Section 6.14.

      (d) For the avoidance of doubt, the time periods set forth in clauses (i)
and (ii) of Section 6.14(a) shall relate back to the date on which the
applicable Subsidiary attained the status of a Material Subsidiary of the
Company, including with respect to any Subsidiary of the Company that attained
such status prior to the Closing Date.

      6.15 POST-CLOSING ITEMS. Within 90 days after the Closing Date the Company
shall deliver to the Administrative Agent, to the extent not delivered prior
thereto, such opinions, assurances and confirmations of non-U.S. counsel to the
Company or its Subsidiaries as may be reasonably required by the Administrative
Agent regarding each of the First Tier non-U.S. Subsidiaries set forth on
Schedule 6.15 hereto and the enforceability and perfection of the pledge of the
Capital Stock and Intercompany Indebtedness pledged pursuant to the Pledge
Agreement.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation (other than inchoate indemnity obligations) shall remain unpaid
or unsatisfied, or any Letter of Credit or Interest Rate Swap shall remain
outstanding, the Company shall not, nor shall it permit any Subsidiary to,
directly or indirectly:

      7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following (collectively "Permitted Liens"):

      (a) Liens pursuant to any Loan Document;

      (b) Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that the property covered thereby is
not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b)

                                       73


except that Liens on cash securing Synthetic Lease Obligations shall be governed
by Section 7.01(r);

      (c) Liens for taxes not yet due or which are being contested in good faith
and by appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP;

      (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings if adequate reserves with respect thereto
are maintained on the books of the applicable Person;

      (e) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

      (f) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), contracts for the purchase of property, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case, incurred in the ordinary course of
business and not representing an obligation for borrowed money;

      (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person;

      (h) Liens securing judgments for the payment of money in an aggregate
amount not in excess of the Threshold Amount (except to the extent covered by
independent third-party insurance as to which the insurer has acknowledged in
writing its obligation to cover), unless any such judgment remains undischarged
for a period of more than 30 consecutive days during which execution is not
effectively stayed;

      (i) Liens securing Indebtedness permitted under Section 7.03(e); provided
that (i) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness or any one or more successive
refinancings thereof (and accessions, additions, parts, replacements, fixtures,
improvements and attachments thereto, and the proceeds thereof) and (ii) the
Indebtedness secured thereby does not exceed the cost or Fair Market Value,
whichever is lower, of the property being acquired as measured on the date of
acquisition;

      (j) Liens on assets (including real estate) acquired in Permitted
Acquisitions after the date of this Agreement; provided, however, that (i) such
Liens existed at the time of the Permitted Acquisition and were not created in
anticipation thereof, (ii) any such Lien does not by its terms cover any assets
(other than after acquired property or proceeds) after the time of the Permitted
Acquisition which were not covered immediately prior thereto, and (iii) any such
Lien does not by its terms secure any Indebtedness other than Indebtedness
secured thereby immediately prior to the time of the Permitted Acquisition;

                                       74



      (k) Liens in favor of any Loan Party on all or part of the assets of any
Subsidiary of the Company securing Indebtedness owing by such Subsidiary of the
Company to any Loan Party, subject to the limitations and requirements under
Section 7.03(f);

      (l) Liens arising by virtue of any contractual, statutory or common law
provision relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit accounts, other funds maintained with a creditor
depository institution, or investment or securities accounts; provided that (i)
such account is not a dedicated cash collateral account and is not subject to
restrictions against access by the Company or the relevant Subsidiary in excess
of those set forth by the regulations promulgated by the FRB, and (ii) such
account is not intended by the Company or any of its Subsidiaries to provide
collateral to the depository institution with respect to otherwise unrelated
obligations of the Company or any such Subsidiary to such depository
institution;

      (m) Liens consisting of pledges of cash collateral or government
securities to secure Swap Contracts on a mark-to-market basis only, provided
that the aggregate value of such collateral so pledged by the Company and its
Subsidiaries does not at any time exceed $100,000,000 in the aggregate;

      (n) Leases or subleases and licenses or sublicenses granted to others in
the ordinary course of business which do not interfere in any material respect
with the business operations of the Company or any applicable Subsidiary;

      (o) Liens in favor of customs and revenue authorities arising as a matter
of law to secure payment of customs duties in connection with the importation of
goods;

      (p) Liens on insurance proceeds securing the payment of financed insurance
premiums;

      (q) customary Liens granted in favor of a trustee to secure fees and other
amounts owing to such trustee under an indenture or other agreement pursuant to
which Indebtedness permitted by Section 7.03 is issued;

      (r) Liens consisting of pledges of cash collateral to secure (i) Synthetic
Lease Obligations in existence on the Closing Date and any refinancings or
extensions thereof (provided that the aggregate amount of such cash collateral
securing such Synthetic Lease Obligations shall not at any time exceed
$110,000,000 less any amount of such cash collateral released to the Company or
its Subsidiaries as a result of any refinancing or restructuring of such
obligations or otherwise, other than any of such cash collateral utilized to
collateralize any reasonable premium or other reasonable amount paid, and fees
and expenses reasonably incurred, in each case to the extent the same are
capitalized in connection with any such refinancing or restructuring), or (ii)
Indebtedness of any non-U.S. Subsidiary solely for the purpose of repatriating,
on a tax-efficient basis, cash held by any non-U.S. Subsidiary out of the
applicable foreign jurisdiction for the benefit of any Loan Party;

      (s) additional Liens on its U.S. property, assets or revenue securing
Indebtedness in an aggregate amount so secured at any time not exceeding
$25,000,000; and

                                       75



      (t) additional Liens on its non-U.S. property, assets or revenue securing
Indebtedness in an aggregate amount so secured at any time not exceeding
$75,000,000;

provided that, notwithstanding any of Sections 7.01(a) through 7.01(t), in no
event shall the Company or any Subsidiary of the Company create, incur, assume
or suffer to exist any Lien (other than non-consensual Permitted Liens) upon (i)
any collateral under the Pledge Agreement or upon any Capital Stock of any
Material Subsidiary owned by a Loan Party, except in accordance with Section
7.01(a) or (ii) any Receivables, except pursuant to Sections 7.01(a), 7.01(b),
7.01(c), 7.01(j) or 7.01(k).

      7.02 INVESTMENTS. Make any Investments, except:

      (a) Investments that are existing on the date hereof and described in
Schedule 7.02;

      (b) Investments held by the Company or any Subsidiary in the form of cash
equivalents or short-term marketable securities in accordance with the Company's
investment policy as from time to time in effect;

      (c) advances to officers, directors and employees of the Company and its
Subsidiaries at any time outstanding in an aggregate amount not to exceed
$10,000,000, for travel, entertainment, relocation and other ordinary business
purposes;

      (d) (i) Investments of any Loan Party in any U.S. Subsidiary, or
Investments of any Subsidiary in any Loan Party or another U.S. Subsidiary,
provided that with respect to such Investments in the form of Intercompany
Indebtedness, subject to the limitations and requirements under Section 7.03(f),
(ii) Investments in the form of Intercompany Indebtedness of any Loan Party in
any non-U.S. Subsidiary, subject to the limitations and requirements under
Section 7.03(f), (iii) Investments of any non-U.S. Subsidiary in any other
non-U.S. Subsidiary and (iv) Investments of any non-Material Subsidiary payable
to any other non-Material Subsidiary;

      (e) Investments consisting of extensions of credit in the nature of
accounts receivable, prepaid royalties or notes receivable arising from the sale
or lease of goods or services in the ordinary course of business, and
Investments received in satisfaction or partial satisfaction thereof from
financially troubled account debtors to the extent reasonably necessary in order
to prevent or limit loss;

      (f) Guarantees permitted by Section 7.03;

      (g) Investments permitted by Section 7.04;

      (h) capital expenditures permitted by Section 7.10;

      (i) Investments to consummate Permitted Acquisitions (and Investments of
such acquired Person, which Investments existed at the time of such acquisition
and were not created in contemplation of such event);

                                       76



      (j) Investments constituting Swap Contracts or payments or advances under
Swap Contracts permitted under Section 7.03(d);

      (k) Investments accepted in connection with Dispositions permitted by
Section 7.05;

      (l) Investments acquired by the Company or any of its Subsidiaries (i) in
exchange for any other Investment held by the Company or such Subsidiary in
connection with or as a result of a bankruptcy, workout, reorganization or
recapitalization of the issuer of such Investment, or (ii) as a result of a
foreclosure by the Company or any of its Subsidiaries with respect to any
secured Investment or other transfer of title with respect to any secured
Investment in default;

      (m) Investments (or that portion of any Investment) made (i) solely with
Capital Stock of the Company, or (ii) with up to 50% of the cash proceeds from
the contemporaneous sale of Capital Stock of the Company; and

      (n) Investments at any time outstanding not exceeding in the aggregate
7.5% of Consolidated Total Assets of the Company and its Subsidiaries as of the
last day of the immediately preceding fiscal quarter during the term of this
Agreement.

      7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

      (a) Indebtedness under the Loan Documents (other than Indebtedness with
respect to any Interest Rate Swap);

      (b) Indebtedness outstanding on the date hereof and listed on Schedule
7.03 and any refinancings, refundings, renewals, amendments or extensions
thereof; provided that the amount of such Indebtedness is not increased at the
time of such refinancing, refunding, renewal, amendment or extension except by
an amount equal to a reasonable premium or other reasonable amount paid, and
fees and expenses reasonably incurred, in connection with such refinancing and
by an amount equal to any existing commitments unutilized thereunder;

      (c) Guarantees of (i) any Subsidiary of the Company in respect of
Indebtedness permitted hereunder of the Company (other than Indebtedness under
the Senior Notes, the ACES, Convertible Notes and the LYONs), (ii) the Company
or any of its Subsidiaries in respect of Indebtedness permitted hereunder of any
Loan Party, or (iii) any non-U.S. Subsidiary of the Company in respect of
Indebtedness permitted hereunder of any other non-U.S. Subsidiary of the
Company;

      (d) obligations (contingent or otherwise) of the Company or any Subsidiary
existing or arising under any Swap Contract, provided that (i) such obligations
are (or were) entered into by such Person in the ordinary course of business for
the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by
such Person, or changes in the value of securities issued by such Person and not
for purposes of speculation or taking a "market view;" (ii) such Swap Contract
does not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party
and (iii) at any time, the aggregate Swap

                                       77



Termination Value which would be owed by the Company and its Subsidiaries in the
event of a Termination Event under all such Swap Contracts does not exceed
$100,000,000;

      (e) Indebtedness in respect of capital leases, Synthetic Lease
Obligations, purchase money obligations and other obligations, the proceeds of
which are used to acquire or construct fixed or capital assets or improvements
with respect thereto within the limitations set forth in Section 7.01(i) or any
refinancings, refundings, renewals, amendments or extensions thereof, provided
that the amount of such Indebtedness is not increased at the time of such
refinancing, refunding, renewal, amendment or extension except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and
expenses reasonably incurred, in connection with such refinancing and by an
amount equal to any existing commitments unutilized thereunder; provided
further, that the aggregate amount of such Indebtedness at any one time
outstanding in reliance on this Section 7.03(e) shall not exceed 5% of
Consolidated Total Assets of the Company and its Subsidiaries as of the last day
of the immediately preceding fiscal quarter;

      (f) (i) Intercompany Indebtedness of any Loan Party payable to the Company
or any of its Subsidiaries or Intercompany Indebtedness of any Subsidiary of the
Company payable to any Loan Party, provided that, simultaneously with the
incurrence of such loan (or in the case of any Subsidiary that is not a U.S.
Material Subsidiary, within 10 days after the incurrence thereof), the Company
shall cause (A) all such Intercompany Indebtedness to be subject to a perfected
Lien pursuant to the Pledge Agreement (other than any Intercompany Indebtedness
payable to a non-U.S. Subsidiary of the Company), and (B) all such Intercompany
Indebtedness of any Loan Party to be subordinated in right of payment to the
payment in full of the Obligations pursuant to the terms of the Interco
Subordination Agreement; provided further, that no such Intercompany
Indebtedness shall be evidenced by any note or other instrument unless such note
is in the form of Exhibit I and the payee thereunder shall immediately endorse
and deliver the same to the Collateral Agent; (ii) Indebtedness of any non-U.S.
Subsidiary payable to any other non-U.S. Subsidiary; and (iii) Indebtedness of
any non-Material Subsidiary payable to any other non-Material Subsidiary;

      (g) Indebtedness consisting of guarantees (and other credit support) of
the obligations of vendors and suppliers of the Company or its Subsidiaries in
respect of transactions entered into in the ordinary course of business;
provided that the aggregate principal amount of the Indebtedness in respect of
which such guarantees (and other credit support) are provided shall not exceed
at any time $10,000,000;

      (h) Indebtedness of any non-U.S. Subsidiary entered into to facilitate
repatriation of blocked cash, the proceeds of which are disbursed to a Loan
Party;

      (i) Subordinated Indebtedness at any time outstanding in an aggregate
amount not exceeding 10% of Consolidated Total Assets of the Company and its
Subsidiaries as of the last day of the immediately preceding fiscal quarter; and

      (j) additional Indebtedness (other than Guarantees in respect of the
Senior Notes, the ACES, the LYONs and Convertible Notes) at any time outstanding
in reliance on this Section 7.03(j) in an aggregate amount not exceeding 5% of
Consolidated Total Assets of the Company and its Subsidiaries as of the last day
of the immediately preceding fiscal quarter.

                                       78



      7.04 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey,
transfer lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default exists or would result therefrom:

      (a) any Person may merge into or consolidate with the Company in a
transaction in which the Company is the surviving corporation;

      (b) any Person may merge into or consolidate with any Subsidiary in a
transaction in which the surviving entity is a Subsidiary, provided that if such
Subsidiary is a Loan Party, the Loan Party shall be the surviving entity;

      (c) the Company and the Subsidiaries may make Permitted Acquisitions; and

      (d) any Disposition permitted under Section 7.05.

      7.05 DISPOSITIONS. Make any Disposition or enter into any agreement to
make any Disposition, except:

      (a) any Subsidiary may Dispose of any of its property (upon voluntary
liquidation or otherwise) to any other Subsidiary for Fair Market Value in cash
or other tangible assets;

      (b) any Subsidiary may Dispose of any of its property (upon voluntary
liquidation or otherwise) to the Company or to another Loan Party, and the
Company may Dispose of any of its assets to any Loan Party;

      (c) the Capital Stock of any Subsidiary that is not a Loan Party or is a
First Tier non-U.S. Subsidiary may be Disposed of to the Company or any other
Subsidiary to facilitate internal reorganizations, provided that any such
reorganization shall not be materially adverse to the interest of the Lenders;

      (d) the Company and its Subsidiaries may Dispose of equipment or real
property other than in the ordinary course of business to the extent that such
property is exchanged for credit against the purchase price of similar property,
plant or equipment used or useful in a permitted business or the proceeds of
such disposition are reasonably promptly applied to the purchase price of such
property, plant or equipment used or useful in a permitted business;

      (e) any Subsidiary may liquidate or dissolve if the Company determines in
good faith that such liquidation or dissolution is in the best interests of the
Company and is not materially disadvantageous to the Lenders and any
distribution or other transfer of assets in connection with such liquidation or
dissolution is made to the Company or another Subsidiary in an amount consistent
with such person's ownership percentage of the Subsidiary being dissolved or
liquidated;

      (f) the Company and the Subsidiaries may make Dispositions of obsolete,
worn out or surplus property or property that is no longer used or useful in the
business of the Company or its Subsidiaries;

                                       79



      (g) the Company and its Subsidiaries may enter into non-exclusive licenses
of IP Rights;

      (h) the Company and its Subsidiaries may (i) make any Disposition in any
transaction in the ordinary course of business, (ii) make Investments permitted
under Section 7.02, (iii) make capital expenditures permitted under Section
7.10, (iv) make Restricted Junior Payments permitted under Section 7.06, (iv)
incur or repay Indebtedness permitted under Section 7.03, and (v) incur Liens
permitted under Section 7.01; and

      (j) the Company and each Subsidiary may make Dispositions not otherwise
permitted hereunder; provided that (i) such Disposition is for Fair Market
Value, (ii) at the time of any disposition and after giving effect thereto, no
Default or no Event of Default shall exist or shall result from such
Disposition, and (iii) the Net Disposition Proceeds from all such Dispositions
by the Company and its Subsidiaries, together, shall not exceed (x) in any
fiscal year after the fiscal year ending August 31, 2004, 5% of the Consolidated
Total Assets of the Company and its Subsidiaries as of the last day of the
immediately prior fiscal year.

      7.06 RESTRICTED JUNIOR PAYMENTS. Declare, pay, make or set apart, or agree
to declare, pay, make or set apart, any sum for any Restricted Junior Payment,
except that

      (a) the Company and its Subsidiaries may make regularly scheduled payments
in respect of any Subordinated Indebtedness in accordance with the terms of, and
only to the extent not prohibited by, and subject to the subordination
provisions pursuant to which such Subordinated Indebtedness was issued and, if
applicable, pursuant to the Interco Subordination Agreement;

      (b) each Subsidiary may make any Restricted Junior Payments to the Company
and to Subsidiaries and, so long as no Default shall have occurred and be
continuing in the case of a Restricted Junior Payment by a non-wholly-owned
Subsidiary, to the Company, any other Subsidiary and to other owners of Capital
Stock of such Subsidiary on a pro rata basis based on their relative ownership
interests;

      (c) (i) the Company and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock of such
Person, and (ii) Solectron Global Services Canada Inc. or 3942163 Canada Inc.
may declare and pay dividends or make distributions with respect to its
non-voting exchangeable shares as required by the instruments currently in
effect governing the terms of such shares; provided that, any such dividend or
distribution that is not in the form of such non-voting exchangeable Shares
shall be deemed a dividend or distribution made by the Company for purposes of
Section 7.06(f), and the Company must have sufficient availability under such
subclause to permit the dividend or distribution;

      (d) the Company and each Subsidiary may (i) purchase, redeem or otherwise
acquire shares of its common stock or warrants or options to acquire any such
shares or prepay Subordinated Indebtedness with the proceeds received from the
substantially concurrent issue of new shares of its common stock or (ii) prepay
Subordinated Indebtedness with the proceeds received from the substantially
concurrent issue of new Subordinated Indebtedness, provided that, in each case,
no Default has occurred and is continuing;

                                       80



      (e) the Company and its Subsidiaries may make payments or distributions to
dissenting stockholders pursuant to applicable law pursuant to or in connection
with a Permitted Acquisition;

      (f) the Company may make Restricted Junior Payments up to an amount equal
to the greater of (i) $50,000,000 and (ii) $50,000,000 plus 50% of positive
Consolidated Net Income, if any, of the Company and its Subsidiaries for the
period (taken as one accounting period) from the beginning of the first fiscal
quarter commencing after the Closing Date to the end of the Company's most
recently ended fiscal quarter for which internal financial statements are
available at the time of such Restricted Junior Payment (or if such Consolidated
Net Income for such period is a deficit, minus an amount equal to the sum of
100% of such deficit plus Cash Restructuring Charges and Non-Cash Restructuring
Charges, in each case determined on an after-tax basis and deducted in
calculating Consolidated Net Income for such period), computed on a cumulative
basis with other such transactions under this Section 7.06(f) by the Company
since that date; provided, that, immediately after giving effect to such
proposed action, no Default would exist; and provided further, that,
notwithstanding anything to the contrary in this Section 7.06(f), the Company
shall not make any Restricted Junior Payment of the type described in clause
(ii) of the definition of Restricted Junior Payment to the extent it relates to
common stock of the Company; and

      (g) the Company may make (i) any payment on or with respect to, or
repurchase, redeem, defease or acquire or retire for value, any Convertible
Notes of the Company in connection with an optional redemption of such
Convertible Notes pursuant to the terms thereof, provided that the current
market price per share of the Company's common stock (calculated based upon the
average closing price as reported on the New York Stock Exchange (or other
national securities exchange on which such common stock is listed) for the
30-trading day period immediately preceding the date any notice of redemption is
sent or published) into which such Convertible Notes is convertible equals or
exceeds 150% of the conversion price in effect for such Convertible Notes on the
date of such notice, and (ii) any payment of cash in lieu of any fractional
shares deliverable upon conversion of any such Convertible Notes in compliance
with the terms of the instruments governing such Convertible Notes; provided
that, in each case, any amounts paid in cash pursuant to this subsection will
reduce the amount available for Restricted Junior Payments under Section
7.06(f).

      7.07 ERISA. At any time engage in a transaction which could be subject to
Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 406 of ERISA or
Section 4975 of the Code); (b) fail to comply with ERISA or any other applicable
Laws; (c) amend, adopt or terminate any Plan of such action could be reasonably
expected to have a Material Adverse Effect; or (d) incur any material
"accumulated funding deficiency" (as defined in Section 302 of ERISA), which,
with respect to each event listed above, could be reasonably expected to have a
Material Adverse Effect.

      7.08 CHANGE IN NATURE OF BUSINESS; FISCAL YEAR END. (a) Engage in any
material line of business substantially different from those lines of business
conducted by the Company and its Subsidiaries on the Closing Date or any
business reasonably related or incidental thereto or reasonable extensions
thereof, or (b) change its fiscal year end from August 31.

                                       81



      7.09 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any kind
with any Affiliate of the Company, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
the Company or any Subsidiary as would reasonably be expected to be obtainable
by the Company or such Subsidiary at the time in a comparable arm's length
transaction with a Person other than an Affiliate; provided that the foregoing
restriction shall not apply to transactions between or among the Company and any
of its Subsidiaries or between and among any Subsidiaries.

      7.10 CAPITAL EXPENDITURES. Make or become legally obligated to make any
expenditure in respect of the purchase or other acquisition of any fixed or
capital asset (excluding normal replacements and maintenance which are properly
charged to current operations, Permitted Acquisitions, and acquisitions of
assets as a result of the termination of Synthetic Lease Obligations), except
for capital expenditures not exceeding, in the aggregate for the Company and its
Subsidiaries for any consecutive four-quarter period beginning on September 1,
2003, and each four-quarter period beginning on each September 1 thereafter an
amount equal to $300,000,000.

      7.11 BURDENSOME AGREEMENTS. Except to the extent included as of the
Closing Date in the provisions of any Contractual Obligation listed in Schedule
7.11, enter into, incur or permit to exist any agreement or other arrangement
that prohibits, restricts or imposes any condition upon (i) the ability of the
Company or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets in favor of the Lenders under the Loan Documents, or
(ii) the ability of any Subsidiary to pay dividends or other distributions with
respect to any of its Capital Stock or to make or repay loans or advances to the
Company or any other Subsidiary or to guarantee Indebtedness of the Company or
any other Subsidiary; if any such prohibition, restriction or condition is
materially more burdensome to any Loan Party than any similar prohibition,
restriction or condition contained in this Agreement or any other Loan Document;
provided that the foregoing shall not apply to:

      (a) restrictions and conditions imposed by Law, by this Agreement or the
other Loan Documents;

      (b) restrictions by reason of customary provisions restricting
assignments, subletting or other transfers contained in leases, licenses and
similar agreements entered into in the ordinary course of business (provided
that such restrictions are limited to the property or assets secured by such
Liens or the property or assets subject to such leases, licenses or similar
agreements, as the case may be);

      (c) restrictions with respect to the disposition or transfer of assets or
property in asset sale agreements, stock sale agreements and other similar
agreements entered into in the ordinary course of business (provided that in
each case (i) the Company or any Subsidiary party to any such agreement is the
seller, and (ii) such restrictions are limited to the property or assets that
are the subject of such agreement);

      (d) restrictions with respect to the disposition or distribution of assets
or property in joint venture agreements, partnership agreements and other
similar agreements entered into in the ordinary course of business, in each case
so long as (i) the joint venture, partnership or other

                                       82



subject of such agreement is not a Subsidiary of the Company, and (ii) the
counterparty to such agreement is not an Affiliate of the Company.

      (e) restrictions in agreements evidencing Indebtedness (A) permitted by
(i) Section 7.03(b), to the extent such restrictions exist on the Closing Date
and (ii) Section 7.03(e), that impose restrictions on the property so acquired
or (B) secured by cash collateral in compliance with Section 7.01 that imposes
restrictions on any cash collateral therefor;

      (f) restrictions on property to be transferred or optioned that are or
were created by virtue of any transfer of, agreement to transfer or option or
right with respect to any property, assets or Capital Stock not otherwise
prohibited under this Agreement;

      (g) restrictions and conditions applicable to any Subsidiary acquired
after the date hereof if such restrictions and conditions existed at the time
such Subsidiary was acquired, were not created in anticipation of such
acquisition, and applying solely to such acquired Subsidiary;

      (h) restrictions in any agreement for the sale or other disposition of a
Subsidiary that relate to such Subsidiary pending its sale or other disposition;

      (i) restrictions contained in any working capital facility entered into by
a non-U.S. Subsidiary and applying solely to such non-U.S. Subsidiary; provided
that the aggregate Fair Market Value of assets subject to any such facilities
shall not at any time exceed 2% of Consolidated Total Assets of the Company and
its Subsidiaries as of the last day of the immediately preceding fiscal quarter;

      (j) restrictions in agreements entered into in connection with the
incurrence of Permitted Liens that limit the right of the Company or any of its
Subsidiaries to dispose of the assets subject to such Permitted Lien; and

      (k) restrictions on cash or other deposits provided or made by customers,
in each case under contracts entered into in the ordinary course of business.

      In no event shall any agreement or other arrangement (except as permitted
under Sections 7.11(a) through 7.11(h)) restrict the ability of the Company or
any of its Subsidiaries to grant Liens in favor of the Lenders under the Loan
Documents.

      7.12 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
(a) purchase or carry margin stock (within the meaning of Regulation U of the
FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose, in
each case in violation of, or for a purpose which violates, or would be
inconsistent with, Regulation T, U or X of the FRB, or (b) finance any
Unfriendly Acquisition.

      7.13 FINANCIAL COVENANTS.(a) Maximum Debt to Consolidated EBITDA Ratio.
Permit the ratio of Consolidated Indebtedness (other than Indebtedness under the
ACES and the LYONS) to Consolidated EBITDA (measured on the basis of a rolling
four-quarter fiscal period) as of the end of any fiscal quarter of the Company
to be greater than the ratio set forth opposite such fiscal quarter below:

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    FISCAL QUARTER ENDING           MAXIMUM RATIO
    ---------------------           -------------
                                 
August 31, 2004                      3.75 to 1.0

November 30, 2004                    3.75 to 1.0

February 29, 2005                    3.50 to 1.0

May 31, 2005 and thereafter          3.25 to 1.0


      (b) Cash Interest Coverage Ratio. Permit the Cash Interest Coverage Ratio,
as of the end of any fiscal quarter of the Company, to be less than 4 to 1.

With respect to any period during which a Permitted Acquisition or an asset sale
has occurred (each, a "Subject Transaction"), for purposes of determining
compliance with the financial covenants set forth in this Section 7.13,
Consolidated EBITDA and the components of Consolidated Cash Interest Charges
shall be calculated with respect to such period on a pro forma basis (including
pro forma adjustments arising out of events which are directly attributable to a
Subject Transaction, are factually supportable and are expected to have a
continuing impact, in each case determined on a basis consistent with Article 11
of Regulation S-X promulgated under the Securities Act of 1933, as amended from
time to time, and any successor statute, and as interpreted by the staff of the
Securities and Exchange Commission, which would include cost savings resulting
from head count reduction, closure of facilities and similar restructuring
charges, which pro forma adjustments shall be certified by the chief financial
officer of the Company) using the historical audited, if available, financial
statements of any business so acquired or to be acquired or sold or to be sold
and the consolidated financial statements of the Company and its Subsidiaries
which shall be reformulated as if such Subject Transaction, and any Indebtedness
incurred or repaid in connection therewith, had been consummated or incurred or
repaid at the beginning of such period (and assuming that such Indebtedness
bears interest during any portion of the applicable measurement period prior to
the relevant acquisition at the weighted average of the interest rates
applicable to outstanding Loans incurred during such period).

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

      (a) Non-Payment. Any Borrower fails to pay (i) when and as required to be
paid herein, and in the currency required hereunder, any amount of principal of
any Loan or any L/C Obligation, or (ii) within three (3) Business Days after the
same becomes due, any interest on any Loan or on any L/C Obligation, or any
commitment, facility, utilization or other fee due hereunder, or (iii) within
five days after the same becomes due, any other amount payable hereunder or
under any other Loan Document; or

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      (b) Specific Covenants. The Company fails to perform or observe any term,
covenant or agreement contained in any of Sections 6.03, 6.05, 6.12 or Article
VII; or

      (c) Other Defaults. Any Loan Document Party fails to perform or observe
any other covenant or agreement (not specified in Sections 8.01(a) or 8.01(b))
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days; or

      (d) Representations and Warranties. Any representation or warranty made or
deemed made by the Company or any other Loan Document Party herein, in any other
Loan Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect in any material aspect when made or deemed made;
or

      (e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of one or more items of
Indebtedness or Guarantees (other than Indebtedness hereunder) having an
aggregate principal amount (including undrawn committed or available amounts and
including amounts owing to all creditors under one or more combined or
syndicated credit arrangements) of more than $25,000,000, and such failure
continues beyond the applicable grace period specified in the agreement or
instrument relating to such Indebtedness or Guarantees, or (B) fails to observe
or perform any other agreement or condition relating to any Indebtedness or
Guarantee (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having a principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $25,000,000, or any other similar
event occurs, the effect of which default or other similar event is to cause, or
to permit the holder or holders of such Indebtedness or the beneficiary or
beneficiaries of any such Guarantee (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause, with the giving of
notice if required, such Indebtedness to be demanded or to become due or to be
repurchased or redeemed (automatically or otherwise) prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under one or more Swap Contracts an
Early Termination Date (as defined in such Swap Contracts) resulting from (A)
any event of default under such Swap Contracts as to which the Company or any
Subsidiary is the Defaulting Party (as defined in such Swap Contracts), or (B)
any Termination Event (as so defined) under such Swap Contracts as to which the
Company or any Subsidiary is an Affected Party (as so defined) and, in any
event, the Swap Termination Value owed by the Company or such Subsidiary as a
result thereof is greater than $25,000,000 in the aggregate; or

      (f) Insolvency Proceedings, Etc. The Company or any of its Subsidiaries
(other than an Insignificant Subsidiary) institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to the
Company or any of its Subsidiaries or to all or any part of its property is
instituted without the consent of the

                                       85



Company or any of its Subsidiaries and continues undismissed or unstayed for 60
calendar days, or an order for relief is entered in any such proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) The Company or any of its
Subsidiaries (other than an Insignificant Subsidiary) becomes unable or admits
in writing its inability or fails generally to pay its debts as they become due,
or (ii) any writ or warrant of attachment or execution or similar process is
issued or levied against all or any material part of the property of any such
Person and is not released, vacated or fully bonded within 30 days after its
issue or levy; or

      (h) Judgments. There is entered against the Company or any Subsidiary
(other than an Insignificant Subsidiary) (i) a final judgment or order for the
payment of money in an aggregate amount exceeding the Threshold Amount (to the
extent not covered by independent third-party insurance as to which the insurer
does not dispute coverage), or (ii) any non-monetary final judgments that have,
or would reasonably be expected to have, taken as a whole a Material Adverse
Effect and, in either case, (A) enforcement proceedings are commenced by any
creditor upon such judgment or order, or (B) there is a period of 30 consecutive
days during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or

      (i) ERISA. (i) With respect to any Plan that has any Unfunded Pension
Liability, the occurrence of either (A) the filing of a notice of intent to
terminate, the treatment of any Plan amendment as a termination under Sections
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate any Pension Plan or Multiemployer Plan; or (B) any event or condition
that might reasonably be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; (ii) an ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Company under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
the Threshold Amount; or (iii) the Company or any ERISA Affiliate fails to pay
when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount in excess of the Threshold
Amount; or

      (j) Failure by the Company or any Subsidiary Guarantor to Perform
Covenants; Invalidity of any Guaranty. The Company or any Subsidiary Guarantor
shall fail to perform or observe any term, covenant or agreement contained in
the applicable Guaranty on its part to be performed or observed, or any default
shall occur under such Guaranty, and any such failure or default shall continue
after the applicable grace period, if any, specified in such Guaranty as of the
date of such failure, or any defined "Event of Default" as defined in any
Guaranty shall have occurred and is continuing; or any Guaranty shall for any
reason be revoked or invalidated, or otherwise cease to be in full force and
effect (except as expressly permitted hereunder), or the Company or any
Subsidiary Guarantor or any other Person shall contest in any manner the
validity or enforceability thereof or deny that it has any further liability or
obligation thereunder; or

      (k) Impairment of Security, etc. Any Loan Document or any Lien granted
thereunder shall (except in accordance with its terms), in whole or in part,
terminate, cease to be effective or

                                       86



cease to be the legally valid, binding and enforceable obligation of any Loan
Document Party thereto; any Loan Document Party or any other party shall,
directly or indirectly, contest in any manner such effectiveness, validity,
binding nature or enforceability; or, except as permitted under any Loan
Document, any Lien securing any Obligation shall, in whole or in part, ceases to
be a perfected first priority Lien (except that with respect to the pledge of
any Capital Stock of First Tier non-U.S. Subsidiaries, perfected first priority
Lien to the extent applicable); or

      (l) Change of Control. There occurs, with respect to the Company, any
Change of Control; or there shall occur, with respect to any other Indebtedness
of the Company in excess of $25,000,000, any "change of control" thereunder.

      8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders:

      (a) declare the commitment of each Lender to make Loans and any obligation
of an L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document (including any Interest Rate Swap or
Joinder Agreement) to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Borrowers;

      (c) require that the Company Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and

      (d) exercise on behalf of itself, the Lenders and any Swap Counterparties
all rights and remedies available to it and such parties under the Loan
Documents or applicable law;

provided, however, that upon the occurrence of any event specified in Section
8.01(f), the obligation of each Lender to make Loans and any obligation of the
L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender.

      8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), and subject to the
terms of the Intercreditor Agreement, any amounts received on account of the
Obligations shall be applied by the Agents, the L/C Issuers and the Lenders in
the following order:

      First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the

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Administrative Agent and amounts payable under Article III) payable to the
Agents in their capacities as such;

      Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders or the L/C Issuers (including fees, charges and disbursements of counsel
to the respective Lenders and L/C Issuers (including fees and time charges for
attorneys who may be employees of any Lender or any L/C Issuer) and amounts
payable under Article III), ratably among them in proportion to the amounts
described in this clause Second payable to them;

      Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and L/C Issuers in proportion to the respective amounts
described in this clause Third payable to them;

      Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C
Issuers in proportion to the respective amounts described in this clause Fourth
held by them;

      Fifth, to the Administrative Agent for the account of the respective L/C
Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the
aggregate undrawn amount of Letters of Credit; and

      Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

      Subject to Section 2.03(c), amounts used to Cash Collateralize the
aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.

                                   ARTICLE IX.
                                   THE AGENTS

      9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the L/C Issuers
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent and Collateral Agent hereunder and under the other Loan
Documents and authorizes each Agent to take such actions on its behalf and to
exercise such powers as are delegated to such Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Agents, the Joint Lead Arrangers, the Lenders and the L/C Issuers, and no
Borrower shall have rights as a third party beneficiary of any of such
provisions.

      9.02 RIGHTS AS A LENDER. The Persons serving as the Agents hereunder and
under the other Loan Documents shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not an Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires,

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include the Persons serving as the Agents hereunder in their individual
capacities. Such Person and its Affiliates may accept deposits from, lend money
to, act as the financial advisor or in any other advisory capacity for and
generally engage in any kind of business with the Borrowers or any Subsidiary or
other Affiliate thereof as if such Person were not an Agent hereunder and under
the other Loan Documents and without any duty to account therefor to the
Lenders.

      9.03 EXCULPATORY PROVISIONS. No Agent shall have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, neither Agent:

            (a) shall be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing;

            (b) shall have any duty to take any discretionary action or exercise
      any discretionary powers, except discretionary rights and powers expressly
      contemplated hereby or by the other Loan Documents that such Agent is
      required to exercise as directed in writing by the Required Lenders (or
      such other number or percentage of the Lenders as shall be expressly
      provided for herein or in the other Loan Documents), provided that no
      Agent shall be required to take any action that, in its opinion or the
      opinion of its counsel, may expose such Agent to liability or that is
      contrary to any Loan Document or applicable law; and

            (c) shall, except as expressly set forth herein and in the other
      Loan Documents, have any duty to disclose, and shall not be liable for the
      failure to disclose, any information relating to any of the Borrowers or
      any of their respective Affiliates that is communicated to or obtained by
      such Person serving as an Agent or any of its Affiliates in any capacity.

      No Agent shall be liable for any action taken or not taken by it (i) with
the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe
in good faith shall be necessary, under the circumstances as provided in
Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or
willful misconduct. No Agent shall be deemed to have knowledge of any Default
unless and until notice describing such Default is given to such Agent by the
Company, the other Agent, a Lender or an L/C Issuer.

      No Agent shall be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with
this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein
or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to such Agent.

      9.04 RELIANCE BY AGENTS.

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      Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. Each Agent also may rely upon any statement made to it orally or
by telephone and believed by it to have been made by the proper Person, and
shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of a Loan, the issuance of a Letter
of Credit, or relating to any collateral, that by its terms must be fulfilled to
the satisfaction of a Lender or an L/C Issuer, each Agent may presume that such
condition is satisfactory to such Lender or such L/C Issuer unless such Agent
shall have received notice to the contrary from such Lender or such L/C Issuer
prior to the making of such Loan, the issuance of such Letter of Credit or any
action (or inaction) or other event relating to collateral. Each Agent may
consult with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

      9.05 DELEGATION OF DUTIES. Each Agent may perform any and all of its
duties and exercise its rights and powers hereunder or under any other Loan
Document, including holding collateral, by or through any one or more sub-agents
appointed by such Agent. Each Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Article shall
apply to any such sub-agent and to the Related Parties of such Agent and any
such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Agent.

      9.06 RESIGNATION OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT.

      (a) The Administrative Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuers and the Company. Upon receipt of any
such notice of resignation, the Required Lenders shall have the right, in
consultation with the Company, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the L/C
Issuers, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify the Company
and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
each L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged

                                       90



therefrom as provided above in this Section). The fees payable by the Company to
a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Company and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

      (b) The Collateral Agent may resign from the performance of all its
functions and duties under the Intercreditor Agreement, the Interco
Subordination Agreement and the Pledge Agreement and any other Loan Document
(collectively, the "Collateral Agreements") at any time by giving notice of its
resignation to the Lenders, the L/C Issuers, the Company, each other pledgor
under the Pledge Agreement and each other debtor under the Security Agreement.
Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, in consultation with the Company, to appoint a successor, which shall
be a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Collateral Agent gives notice of its
resignation, then the retiring Collateral Agent may on behalf of the Lenders and
the L/C Issuers, appoint a successor Collateral Agent meeting the qualifications
set forth above; provided that if the Collateral Agent shall notify the Company
and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Collateral Agent shall be discharged from its duties
and obligations hereunder and under the Collateral Agreements and (2) and the
Lenders shall perform all of the duties of the Collateral Agent hereunder until
such time as the Required Lenders appoint a successor Collateral Agent as
provided for above in this Section, pursuant to such intercreditor documentation
as the Required Lenders shall require. Upon the acceptance of a successor's
appointment as Collateral Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall
be discharged from all of its duties and obligations hereunder or under the
Collateral Agreements (if not already discharged therefrom as provided above in
this Section). The fees payable by the Company to a successor Collateral Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Company and such successor. The retiring Collateral Agent under the
Collateral Agreements shall promptly (i) transfer to such successor collateral
agent all sums, securities and other items of collateral described therein,
together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor collateral agent
under the Collateral Agreements, and (ii) execute and deliver to such successor
collateral agent such amendments to financing statements, and take such other
actions, as may be necessary or appropriate in connection with the assignment to
such successor collateral agent of any security interests created thereunder.
After any retiring Collateral Agent's resignation hereunder as the collateral
agent, the provisions of the Collateral Agreements and of this Article and
Section 10.04 shall continue in effect for the benefit of such retiring
Collateral Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring
Collateral Agent was acting as Collateral Agent.

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      (c) Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute the resignation of Bank of America and Fleet
Bank as L/C Issuers. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuers, (b) the retiring L/C Issuers shall be discharged from all of their
respective duties and obligations hereunder or under the other Loan Documents,
and (c) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangement satisfactory to the retiring L/C Issuers to effectively
assume the obligations of the retiring L/C Issuers with respect to such Letters
of Credit.

      9.07 NON-RELIANCE ON AGENTS AND OTHER LENDERS. Each Lender and each L/C
Issuer acknowledges that it has, independently and without reliance upon the
Agents, the Joint Lead Arrangers or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and each L/C Issuer also acknowledges that it will,
independently and without reliance upon the Agents, the Joint Lead Arrangers or
any other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.

      9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary
notwithstanding, none of the Joint Lead Arrangers, Co-Syndication Agents or
Joint Book Managers listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent,
the Collateral Agent, a Lender or an L/C Issuer hereunder.

      9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Borrower)
shall be entitled and empowered to, and if requested by the Required Lenders
shall, by intervention in such proceeding or otherwise:

      (a) file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C
Issuers and the Agents (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuers and the
Agents and their respective agents and counsel and all other amounts due the
Lenders, the L/C Issuers and the Agents under Sections 2.03(i) and (j), 2.09 and
10.04) allowed in such judicial proceeding; and

                                       92



      (b) collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
the Collateral Agent, each Lender and the L/C Issuers to make such payments to
the Administrative Agent and, in the event that the Administrative Agent shall
consent to the making of such payments directly to the Collateral Agent, the
Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due
for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 10.04.

      Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of the Collateral
Agent, any Lender or L/C Issuer any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender
or to authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

      9.10 COLLATERAL AND GUARANTY MATTERS. Each Lender hereby authorizes the
Administrative Agent, on behalf of and for the benefit of the Lenders, to be the
agent for and representative of the Lenders with respect to, and to enter into,
or appoint and authorize the Collateral Agent to enter into, all other Loan
Documents, as applicable, including the Guaranties, the Pledge Agreement, the
Security Agreement, the Intercreditor Agreement and the Interco Subordination
Agreement. The Administrative Agent is further authorized on behalf of all the
Lenders, without the necessity of any notice to or further consent from the
Lenders, from time to time to take any action, or permit the Collateral Agent to
take any action, with respect to any collateral or the Loan Documents which may
be necessary to perfect and maintain perfected the security interest in and
Liens upon any collateral granted pursuant to any Loan Document. Subject to
Section 10.01, the Lenders and the L/C Issuers irrevocably authorize each of the
Agents, at its option and in its discretion:

      (a) to release any Lien on any property granted to or held by such Agent
under any Loan Document (i) upon termination of the Aggregate Commitments and
payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit, or (ii)
subject to Section 10.01, if approved, authorized or ratified in writing by the
Required Lenders;

      (b) (i) to release any Lien encumbering any assets constituting collateral
under the Security Agreement, the Pledge Agreement or any other collateral
document or the Capital Stock of any Subsidiary (and any Intercompany Note
evidencing indebtedness of such Subsidiary payable to any Loan Party) that is
the subject of a sale or other disposition permitted hereby or to which the
Required Lenders (or such other Lenders as may be required to give such consent
under Section 10.01) have otherwise consented, (ii) to release any Loan Document
Party (other than the Company) that is the subject of a sale or other
disposition permitted hereby or to which the Required Lenders (or such other
Lenders as may be required to give such consent under Section 10.01) have
otherwise consented, from its obligations under the Security Agreement, the
Pledge Agreement, the Interco Subordination Agreement or other collateral
document, or (iii) to

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release any Subsidiary Guarantor from the Subsidiary Guaranty that is the
subject of a sale or other disposition permitted hereby or to which the Lenders
have given their consent under Section 10.01; or

      (c) to subordinate any Lien on any property granted to or held by such
Agent under any Loan Document to the holder of any Lien on such property that is
permitted by Section 7.01(i).

      Upon request by either Agent at any time, the Required Lenders will
confirm in writing such Agent's authority to release or subordinate its interest
in particular types or items of property, or to release any Lien or any
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant
to this Section 9.10.

      Anything contained in any of the Loan Documents to the contrary
notwithstanding, the Company, each Agent and each Lender hereby agree that no
Lender shall have any right individually to realize upon any of the collateral
under the Pledge Agreement, the Security Agreement or any supplement thereto or
to enforce the Guaranties or the Interco Subordination Agreement, as applicable,
it being understood and agreed that all such powers, rights and remedies
thereunder may be exercised solely by the Administrative Agent or the Collateral
Agent, as the case may be, on behalf of Lenders in accordance with the terms
hereof and the other Loan Documents.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Company or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Company or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

      (a) waive any condition set forth in Section 4.01(a) without the written
consent of each Lender;

      (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

      (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby;

      (d) reduce the principal of, or the rate of interest specified herein on,
any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to
this Section 10.01) any fees or other amounts payable hereunder or under any
other Loan Document without the written consent

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of each Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary to amend the definition of
"Default Rate" or to waive any obligation of any Borrower to pay interest or
Letter of Credit Fees at the Default Rate;

      (e) change Section 2.13 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

      (f) amend Section 1.06 or the definition of "Alternative Currency" without
the written consent of each Lender;

      (g) change any provision of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; or

      (h) release all or substantially all of any collateral in any transaction
or series of related transactions, or release the Company from the Company
Guaranty or all or substantially all of the Subsidiary Guarantors from the
Subsidiary Guaranty, in each case without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by any L/C Issuer in addition to the Lenders required above,
affect the rights or duties of such L/C Issuer under this Agreement or any
Issuer Document relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the
relevant Agent in addition to the Lenders required above, affect the rights or
duties of such Agent under this Agreement or any other Loan Document; and (iii)
a Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the
contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent
of such Lender.

      10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

      (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

            (i) if to the Borrowers, the Agents, or the L/C Issuers, to the
      address, telecopier number, electronic mail address or telephone number
      specified for such Person on Schedule 10.02;

            (ii) if to any other Lender, to the address, telecopier number,
      electronic mail address or telephone number specified in its
      Administrative Questionnaire; and

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            (iii) if to any Swap Counterparty, as shall be set forth in the
      applicable Joinder Agreement(s).

      Notices sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received; notices
sent by telecopier shall be deemed to have been given when sent (except that, if
not given during normal business hours for the recipient, shall be deemed to
have been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

      (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuers hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or L/C Issuer pursuant to
Article II if such Lender or L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Collateral Agent, the Administrative
Agent or the Company may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

      Unless the Administrative Agent otherwise prescribes, (i) notices and
other communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (c) Change of Address, Etc. Each of the Borrowers, the Agents and the L/C
Issuers may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other parties hereto. Each other
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Company, the Agents and the L/C
Issuers.

      (d) Reliance by Agents, L/C Issuers and Lenders. The Agents, the Joint
Lead Arrangers, the L/C Issuers and the Lenders shall be entitled to rely and
act upon any notices (including telephonic Committed Loan Notices) purportedly
given by or on behalf of any Borrower even if (i) such notices were not made in
a manner specified herein, were incomplete or were not preceded or followed by
any other form of notice specified herein, or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof. The Company
shall indemnify each Agent, each L/C Issuer, each Lender and the Related Parties
of each of them from all losses, costs, expenses and liabilities resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
any Borrower. All telephonic notices to and

                                       96



other telephonic communications with an Agent may be recorded by such Agent, and
each of the parties hereto hereby consents to such recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

      10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a) Costs and Expenses. The Company shall pay (i) all reasonable
out-of-pocket expenses incurred by the Agents, the Joint Lead Arrangers and
their Affiliates (including the reasonable fees, charges and disbursements of
counsel for the Agents), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C
Issuers in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder, and (iii) all
out-of-pocket expenses incurred by either Agent, either Joint Lead Arranger, any
Lender or any L/C Issuer (including the fees, charges and disbursements of any
counsel for each Agent, any Lender or any L/C Issuer), and shall pay all fees
and time charges for attorneys who may be employees of either Agent, either
Joint Lead Arranger, any Lender or any L/C Issuer, in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. The foregoing costs
and expenses shall include (i) all search, filing, recording, title insurance
and appraisal charges and fees and taxes related thereto, (ii) other
out-of-pocket expenses incurred by each Agent and each Related Party thereof
arising with respect to or in connection with the collateral for the Obligations
contemplated hereby, (iii) the cost of independent public accountants and other
outside experts retained by each Agent, each Related Party thereof or any
Lender, (iv) all the actual costs and reasonable expenses of creating and
perfecting Liens in favor of the Collateral Agent, for the benefit of Lenders
pursuant hereto, including reasonable fees, expenses and disbursements of
counsel to each Agent and of counsel providing any opinions that any Agent or
Required Lenders may request in respect of such collateral or the Liens created
pursuant to the Loan Documents, and (v) all the actual costs and reasonable
expenses (including the reasonable fees, expenses and disbursements of any
appraisers, consultants, advisors and agents employed or retained by either
Agent and its counsel) in connection with the custody or preservation of any of
the collateral described in the Loan Documents.

      (b) Indemnification by the Company. The Company shall indemnify each Agent
(and any sub-agent thereof), each Joint Lead Arranger, each Lender and each
L/C Issuer, and each

                                       97



Related Party of any of the foregoing Persons (each such Person being called an
"Indemnitee") against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the fees,
charges and disbursements of any counsel for any Indemnitee), and shall
indemnify and hold harmless each Indemnitee from all fees and time charges and
disbursements for attorneys who may be employees of any Indemnitee, incurred by
any Indemnitee or asserted against any Indemnitee by any third party or by any
Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by any L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), or (iii) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Company or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by the Company
or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee's obligations hereunder or under any other Loan Document, if the
Company or such other Loan Party has obtained a final and nonappealable judgment
in its favor on such claim as determined by a court of competent jurisdiction.

      (c) Reimbursement by Lenders. To the extent that the Company for any
reason fails to indefeasibly pay any amount required under subsection (a) or (b)
of this Section to be paid by it to an Agent (or any sub-agent thereof), any
Joint Lead Arranger, any L/C Issuer or any Related Party of any of the
foregoing, each Lender severally agrees to pay to each Agent (or any such
sub-agent), such Joint Lead Arranger, such L/C Issuer or such Related Party, as
the case may be, such Lender's Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount, provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against such Agent (or any such sub-agent), such Joint Lead
Arranger, or such L/C Issuer in its capacity as such, or against any Related
Party of any of the foregoing acting for such Agent (or any such sub-agent),
such Joint Lead Arranger, or an L/C Issuer in connection with such capacity. The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d).

      (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, no Borrower shall assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the
use of the proceeds thereof. No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through

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telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.

      (e) Payments. All amounts due under this Section shall be payable not
later than ten Business Days after demand therefor.

      (f) Survival. The agreements in this Section shall survive the resignation
of the Agents and the L/C Issuers, the replacement of any Lender, the
termination of the Aggregate Commitments, the release of any collateral and the
repayment, satisfaction or discharge of all the other Obligations.

      10.05 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf
of any Borrower is made to either Agent, any L/C Issuer or any Lender, or either
Agent, any L/C Issuer or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Agent, such L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by such Agent, plus interest thereon
from the date of such demand to the date such payment is made at a rate per
annum equal to the applicable Overnight Rate from time to time in effect, in the
applicable currency of such recovery or payment. The obligations of the Lenders
and the L/C Issuers under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement.

      10.06 SUCCESSORS AND ASSIGNS.

      (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Borrower may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Administrative Agent and each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection
(f) of this Section, (and any other attempted assignment or transfer by any
party hereto shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Agents, the
L/C Issuers and the Lenders and the Indemnitees) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

                                       99



      (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations) at the time owing to it); provided that

            (i) except in the case of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or in the case of an assignment to a Lender or an Affiliate of
      a Lender or an Approved Fund with respect to a Lender, the aggregate
      amount of the Commitment (which for this purpose includes Loans
      outstanding thereunder) or, if the Commitment is not then in effect, the
      principal outstanding balance of the Loans of the assigning Lender subject
      to each such assignment, determined as of the date the Assignment and
      Assumption with respect to such assignment is delivered to the
      Administrative Agent or, if "Trade Date" is specified in the Assignment
      and Assumption, as of the Trade Date, shall not be less than $5,000,000
      unless each of the Administrative Agent and, so long as no Event of
      Default has occurred and is continuing, the Company otherwise consents
      (each such consent not to be unreasonably withheld or delayed);

            (ii) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement with respect to the Loans or the Commitment assigned;

            (iii) any assignment of a Commitment must be approved by the
      Administrative Agent and the L/C Issuers (such consent not to be
      unreasonably withheld or delayed) unless the Person that is the proposed
      assignee is itself a Lender (whether or not the proposed assignee would
      otherwise qualify as an Eligible Assignee); and

            (iv) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500 (except in the case of
      assignments to Affiliates), and the Eligible Assignee, if it shall not be
      a Lender, shall deliver to the Administrative Agent an Administrative
      Questionnaire.

      Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment. Upon request, each Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this

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Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

      (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrowers, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrowers, the Agents and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by each of the Borrowers, the Lenders and the L/C Issuers at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or substantive change to
the Loan Documents is pending, any Lender wishing to consult with other Lenders
in connection therewith may request and receive from the Administrative Agent a
copy of the Register.

      (d) Participations. Any Lender may at any time, without the consent of, or
notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or the Company or any of the Company's
Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations) owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Agents, the Lenders and the L/C
Issuers shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement.

      Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

      (e) Limitation upon Participant Rights. A Participant shall not be
entitled to receive any greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Company's prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 3.01 unless the Company is notified of the participation
sold to such Participant and such

                                      101



Participant agrees, for the benefit of the Borrowers, to comply with Section
3.01(e) as though it were a Lender.

      (f) Certain Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note(s), if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

      (g) Electronic Execution of Assignments. The words "execution," "signed,"
"signature," and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

      (h) Resignation as L/C Issuer after Assignment. Notwithstanding anything
to the contrary contained herein, if at any time Bank of America or Fleet Bank
assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank
of America or Fleet Bank, as the case may be, may, (i) upon 30 days' notice to
the Company and the Lenders, resign as L/C Issuer. In the event of any such
resignation as L/C Issuer, the Company shall be entitled to appoint from among
the Lenders a successor L/C Issuer hereunder; provided, however, that no Lender
shall be obligated to accept such appointment; provided further, however, that
no failure by the Company to appoint any such successor shall affect the
resignation of Bank of America or Fleet Bank as L/C Issuer, as the case may be.
If Bank of America or Fleet Bank resigns as L/C Issuer, it shall retain all the
rights and obligations of an L/C Issuer hereunder with respect to all Letters of
Credit outstanding as of the effective date of its resignation as L/C Issuer and
all L/C Obligations with respect thereto (including the right to require the
Lenders to make Base Rate Committed Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)).

      10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Agents, the Lenders and the L/C Issuers agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates' respective partners,
directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of

                                      102



this Section, to (i) any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to a Borrower and its obligations,
(g) with the consent of the Company or (h) to the extent such Information (x)
becomes publicly available other than as a result of a breach of this Section or
(y) becomes available to either Agent, any Lender, the L/C Issuers or any of
their respective Affiliates on a nonconfidential basis from a source other than
the Company.

      For purposes of this Section, "Information" means all information received
from the Company or any Subsidiary relating to the Company or any Subsidiary or
any of their respective businesses, other than any such information that is
available to either Agent, any Lender or any L/C Issuer on a nonconfidential
basis prior to disclosure by the Company or any Subsidiary, provided that, in
the case of information received from the Company or any Subsidiary after the
date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

      10.08 RIGHT OF SETOFF. If an Event of Default shall have occurred and be
continuing, each Lender, each L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, such L/C Issuer or any such Affiliate to or for the credit or the
account of any Borrower against any and all of the obligations of such Borrower
now or hereafter existing under this Agreement or any other Loan Document to
such Lender or such L/C Issuer, irrespective of whether or not such Lender or
such L/C Issuer shall have made any demand under this Agreement or any other
Loan Document and although such obligations of such Borrower may be contingent
or unmatured or are owed to a branch or office of such Lender or L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, such L/C Issuer or their
respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify
the Company and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not affect the
validity of such setoff and application.

      10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the Company. In determining whether
the interest contracted for, charged, or received by the Administrative Agent or
a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in

                                       103



equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

      10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

      10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by each Agent
and each Lender, regardless of any investigation made by either Agent or any
Lender or on their behalf and notwithstanding that an Agent or any Lender may
have had notice or knowledge of any Default at the time of any Credit Extension,
and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.

      10.12 SEVERABILITY. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.13 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender, then the Company may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

      (a) the Company shall have paid (or caused a Designated Borrower to pay)
to the Administrative Agent the assignment fee specified in Section 10.06(b);

                                      104



      (b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Company or applicable Designated Borrower (in the case of all other amounts);

      (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

      (d) such assignment does not conflict with applicable Laws.

      A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

      10.14 GOVERNING LAW; JURISDICTION; ETC.

      (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            (b) SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE STATE, COUNTY
AND CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. 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.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT AN AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

            (c) WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO

                                      105



THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH
(B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT
FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

            (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

      10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrowers that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and address of
each Borrower and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify such Borrower in accordance
with the Act.

      10.17 TIME OF THE ESSENCE. Time is of the essence of the Loan Documents.

      10.18 JUDGMENT CURRENCY. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document
in one currency into another currency, the rate of exchange used shall be that
at which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of each Borrower
in respect of any such sum due from it to the Administrative Agent or the
Lenders hereunder or under the other Loan Documents shall, notwithstanding any
judgment in a currency (the "Judgment Currency") other than that in which such
sum is denominated in accordance with the applicable provisions of this
Agreement (the "Agreement Currency"), be

                                      106



discharged only to the extent that on the Business Day following receipt by the
Administrative Agent of any sum adjudged to be so due in the Judgment Currency,
the Administrative Agent may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Administrative Agent from any Borrower in the Agreement Currency, such Borrower
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or the Person to whom such obligation was
owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such
currency, the Administrative Agent agrees to return the amount of any excess to
such Borrower (or to any other Person who may be entitled thereto under
applicable law), without interest.

      10.19 AMENDMENT AND RESTATEMENT. This Agreement is intended to amend and
restate the Existing Credit Agreement, without novation, with the Commitments
set forth herein and the Lenders party hereto. All Letters of Credit outstanding
under the Existing Credit Agreement shall be Letters of Credit outstanding
hereunder. The Company hereby ratifies, affirms and acknowledges all of its
Obligations in respect of the Existing Credit Agreement and the related
documents and agreements delivered by them thereunder, including all outstanding
Existing Letters of Credit and related Issuer Documents. All previously
outstanding promissory notes under the Existing Credit Agreement will be deemed
cancelled upon the occurrence of the Closing Date and the issuance of the Notes
hereunder. Additionally, those Lenders party hereto which are also party to the
Existing Credit Agreement hereby waive any prior notice requirement under the
Existing Credit Agreement with respect to the termination of commitments
thereunder and the making of any prepayments thereunder.

                                      107



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                 SOLECTRON CORPORATION

                                 By: /s/ Perry G. Hayes
                                     -------------------------------------------
                                 Name: Perry G. Hayes
                                 Title: Treasurer and Vice President of Investor
                                 Relations

                                      S - 1



                                 BANK OF AMERICA, N.A., as
                                 Administrative Agent and Collateral Agent

                                 By: /s/ James P. Johnson
                                     -------------------------------------------
                                 Name:  James P. Johnson
                                 Title: Managing Director

                                      S - 2



                                 BANK OF AMERICA, N.A., as a Lender and L/C
                                 Issuer

                                 By: /s/ James. P. Johnson
                                     -------------------------------------------
                                 Name: James P. Johnson
                                 Title: Managing Director

                                      S - 3



                                 UNION BANK OF CALIFORNIA, N.A., as a
                                 Lender and L/C Issuer

                                 By: /s/ Sarabelle Hitchner
                                     -------------------------------------------
                                 Name: Sarabelle Hitchner
                                 Title: Vice President

                                      S - 4



                                 FLEET NATIONAL BANK, as L/C Issuer

                                 By: /s/ James P. Johnson
                                     -------------------------------------------
                                 Name: James P. Johnson
                                 Title: Managing Director

                                 Attention: Bank of America, N.A.
                                            Technology Group
                                            San Francisco, CA

                                      S - 5



                                 JPMORGAN CHASE BANK, as a Lender

                                 By: /s/ William Rindfuss
                                     -------------------------------------------
                                 Name: William Rindfuss
                                 Title: Vice President

                                      S - 6



                                 THE BANK OF NOVA SCOTIA, as a Lender

                                 By: /s/ Kemp Leonard
                                     -------------------------------------------
                                 Name: Kemp Leonard
                                 Title: Director

                                      S - 7



                                 CITICORP USA, INC., as a Lender

                                 By: /s/ Avrum Spiegel
                                     -------------------------------------------
                                 Name: Avrum Spiegel
                                 Title: Vice President

                                      S - 8



                                 GOLDMAN SACHS CREDIT PARTNERS L.P., as a Lender

                                 By: /s/ Stephen King
                                     -------------------------------------------
                                 Name: Stephen King
                                 Title: Authorized Signatory

                                      S - 9



                                 KEYBANK NATIONAL ASSOCIATION, as a Lender

                                 By: /s/ Robert W. Boswell
                                     -------------------------------------------
                                 Name: Robert W. Boswell
                                 Title: Vice President

                                      S - 10



                                 THE ROYAL BANK OF SCOTLAND PLC, as a Lender

                                 By: /s/ David A. Lucas
                                     -------------------------------------------
                                 Name: David A. Lucas
                                 Title: Senior Vice President

                                      S - 11



                                 ABN AMRO BANK N.V., as a Lender

                                 By: /s/ Maria Vickroy-Peralta
                                     -------------------------------------------
                                 Name: Maria Vickroy Peralta
                                 Title: Managing Director

                                 By: /s/ William W. Davidson
                                     -------------------------------------------
                                 Name: William W. Davidson
                                 Title: Vice President

                                      S - 12



                                 COMERICA BANK, as a Lender

                                 By: /s/ Robert Shutt
                                     -------------------------------------------
                                 Name: Robert Shutt
                                 Title: Senior Vice President

                                 By: /s/ Guy Simpson
                                     -------------------------------------------
                                 Name: Guy Simpson
                                 Title: Vice President

                                      S - 13


                                 SILICON VALLEY BANK, as a Lender

                                 By: /s/ Tom Smith
                                     -------------------------------------------
                                 Name: Tom Smith
                                 Title: Senior Vice President

                                      S - 14



                                 U.S. BANK NATIONAL ASSOCIATION, as a
                                 Lender

                                 By: /s/ Janet Jordan
                                     -------------------------------------------
                                 Name: Janet Jordan
                                 Title: Vice President

                                      S - 15


                                 MORGAN STANLEY SENIOR FUNDING,
                                 INC., as a Lender

                                 By: /s/ Jaap L. Tonckens
                                     -------------------------------------------
                                 Name: Jaap L. Tonckens
                                 Title: Vice President - Morgan Stanley Senior
                                 Funding

                                      S - 16



                                 WACHOVIA BANK, NATIONAL ASSOCIATION,
                                 as a Lender

                                 By: /s/ J. Andrews Phelps
                                     -------------------------------------------
                                 Name: J. Andrews Phelps
                                 Title: Vice President

                                      S - 17



                                 STANDARD CHARTERED BANK, as a Lender

                                 By: /s/ Frieda Youlios
                                     -------------------------------------------
                                 Name: Frieda Youlios
                                 Title: Vice President

                                 By: /s/ Andrew Y. Ng
                                     -------------------------------------------
                                 Name: Andrew Y. Ng
                                 Title:Vice President-Standard Chartered Bank NY

                                      S - 18

EX-12.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 12.1

CONSOLIDATED FIXED CHARGE COMPUTATION FOR
SOLECTRON CORPORATION
($MILLIONS)



                                                                                 Year Ended August 31
                                                                          -----------------------------------
Losses:                                                                     2004          2003         2002
                                                                          --------     ---------    ---------
                                                                                           
   Net loss                                                               $ (168.9)    $(3,462.0)   $(3,110.2)
   Discontinued operations (income) loss, net of tax                         (82.9)        442.2         39.4
   Income tax (benefit) expense                                               (0.3)        532.1       (449.0)
                                                                          --------     --------     ---------
   Loss from continuing operations before income tax (benefit) expense    $ (252.1)    $(2,487.7)   $(3,519.8)
   Add back: fixed charges                                                   171.0         236.2        272.4
                                                                          --------     ---------    ---------
   Earnings before fixed charges                                             (81.1)    (2,251.5)    (3,247.4)
                                                                          ========     =========    =========

Fixed Charges:
   Interest portion of rental expense                                     $   26.8     $    29.1    $    33.6
   Interest expense                                                          144.2         207.1        238.8
                                                                          --------     ---------    ---------
                                                                          $  171.0     $   236.2    $   272.4
                                                                          ========     =========    =========

Ratio of earnings to fixed charges
                                                                          --------     ---------    ---------
Deficiency of earnings to fixed charges                                   $ (252.1)    $(2,487.7)   $(3,519.8)
                                                                          ========     =========    =========

EX-21.1

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 21.1




         ENTITY NAME                                                      PLACE OF INCORPORATION
- -----------------------------------------------                      ---------------------------------
                                                                  
ACN 080 683 003 Pty Ltd.                                             Australia; New South Wales
Biotronix 2000 Inc.                                                  Canada
Blue Star Engineering Ltd.                                           UK
C-MAC Assembly Inc.                                                  Canada
C-MAC Automotive Products Inc.                                       Canada
C-MAC do Brasil Ltda.                                                Brazil; Hortolandia, Sao Paulo
C-MAC Electronic Global Solutions Inc.                               Canada
C-MAC Electronic Systems, Inc.                                       Canada
C-MAC Engineering Inc.                                               Canada
C-MAC Engineering Ltd.                                               UK
C-MAC Europe Ltd.                                                    UK
C-MAC Holdings Ltd.                                                  British Virgin Islands
C-MAC Industries Inc.                                                Canada
C-MAC Interconnect Products Limited                                  UK
C-MAC Invotronics Inc.                                               Canada
C-MAC Microcircuits GmbH                                             Germany; Villingen
C-MAC Microcircuits Inc.                                             Canada
C-MAC of America Inc.                                                Canada
C-MAC Wong's Industries Holdings Ltd.                                British Virgin Islands
Calico No. 3159AB (Solectron Sweden Holding AB)                      Sweden
G.H.Z. Technologies Inc.                                             Canada
Huizhou C-MAC Wong's Industries Co., Ltd.                            China
LG Technologies Group Inc.                                           Canada: Quebec
Navox Corporation                                                    USA; Delaware
PT Solectron Technology Indonesia                                    Indonesia
R&M Metaltek Inc.                                                    Canada
Revhold Ltd.                                                         UK
Shanghai Shinei Industrial Co., Ltd.                                 China
Shinei International Pte. Ltd.                                       Singapore
Shinei Metaltek Montreal Inc.                                        Canada
Shinei Scotland Limited                                              Scotland; Edinburgh
SLR Europe Holdings C.V.                                             Netherlands
SMIS R&D Inc.                                                        Canada
Solectron Australia Pty. Ltd.                                        Australia; New South Wales







         ENTITY NAME                                                      PLACE OF INCORPORATION
- -----------------------------------------------                      ---------------------------------
                                                                  
Solectron (Beijing) Electronic Equipment Repair
  Services Co., Ltd.                                                 China; Beijing
Solectron Belgium NV                                                 Belgium
Solectron Brasil Ltda.                                               Brazil; City of Sao Jose dos Campos
                                                                       State of Sao Paulo
Solectron Canada Holdings, Inc.                                      Canada; Toronto, Ontario
Solectron Canada ULC                                                 Canada; Nova Scotia
Solectron Capital Trust 1                                            USA; Delaware
Solectron Cayman Ltd.                                                Cayman Islands; Grand Cayman, B.W.I.
Solectron Centum Electronics Limited                                 India; Karnataka
Solectron Corporation                                                USA; Delaware
Solectron da Amazonia Ltda.                                          Brazil; Manaus, Amazonia
Solectron Elektronik Uretim ve Pazarlama Danayi
  ve Ticaret AS [aka Solectron Turkey]                               Turkey
Solectron EMS Canada, Inc.                                           Canada
Solectron Europe B.V.                                                Netherlands; Amsterdam
Solectron Europe Holdings LLC                                        USA; Delaware
Solectron Federal Systems, Inc.                                      USA; Delaware
Solectron France Holding SASU                                        France
Solectron France SAS                                                 France
Solectron Funding Corporation                                        USA; Delaware
Solectron Global Holdings L.P.                                       Cayman Islands; Grand Cayman, B.W.I.
Solectron Global Services Australia Pty Limited                      Australia; Victoria
Solectron Global Services Canada Inc.                                Canada; New Brunswick
Solectron Global Services (Hong Kong) Limited                        Hong Kong
Solectron Global Services Mexico S.A. de C.V.                        Mexico
Solectron Global Services Singapore Pte Ltd.                         Singapore; LIQUIDATING
Solectron GmbH                                                       Germany; Frankfurt am Main
Solectron Grundbesitz GmbH                                           Germany; Herrenberg
Solectron (HK) Technology Ltd.                                       British Virgin Islands
Solectron Holding Deutschland Gmbh
  [Dionysos Einhunderfunfigste Vermogensverwaltung
  in the process of changing name to Solectron
  Holding Germany GmbH]                                              Germany; Herrenburg
Solectron Holdings, Ltd.                                             USA; Delaware







         ENTITY NAME                                                      PLACE OF INCORPORATION
- -----------------------------------------------                      ---------------------------------
                                                                  
Solectron Hungary Electronics Manufacturing Co., Ltd.                Hungary; Budapest
Solectron Hungary Ltd. [Solectron Hungary Asset
  Management and Services Limited Liability
  Company - Solectron Hungary Vagyonkezelo es
  Sxolgaltato Korlatolf Felelossegu Tarsasg]                         Hungary
Solectron Industrial Comercial, Servicios
  e Exportadora do Brasil Ltda.                                      Brazil
Solectron International Distribution Canada
  Limited Partnership                                                Canada; Nova Scotia
Solectron International Distribution, Inc.                           USA; California
Solectron International (Netherlands) BV                             Netherlands
Solectron IPCS Pte. Ltd.                                             Singapore (DORMANT ENTITY)
Solectron Ireland                                                    Cayman Islands; Grand Cayman, B.W.I.
Solectron Ireland Holdings                                           Cayman Islands; Grand Cayman, B.W.I.
Solectron Israel Company Ltd.                                        Israel; Jerusalem; LIQUIDATING
Solectron K.K.                                                       Japan
Solectron Malaysia Sdn. Bhd.                                         Malaysia; Penang
Solectron Manufactura de Mexico S.A. de C.V.                         Mexico
Solectron Mauritius Holdings Limited                                 Mauritius
Solectron Mauritius Limited                                          Mauritius
Solectron Netherlands B.V.                                           Netherlands; Amsterdam
Solectron Nova Scotia ULC                                            Canada; Nova Scotia
Solectron Puerto Rico Limited                                        Cayman Islands; Grand Cayman, B.W.I.
Solectron Quartz Limited                                             UK
Solectron Romania SRL                                                Romania; Timisoara
Solectron Scotland Limited                                           Scotland
Solectron Services Singapore Pte. Ltd.                               Singapore
Solectron Servicios Chihuahua, S.A. de C.V.                          Mexico
Solectron Servicios e Manufactura do Brasil Ltda.                    Brazil; Sao Paulo
Solectron Servicios Monterrey SA de CV                               Mexico
Solectron Servicios, S.A. de C.V.                                    Mexico
Solectron (Shanghai) Electronic Equipment
  Repair Services Co., Ltd.                                          China
Solectron (Shanghai) Technology Co. Ltd.                             China; Shanghai
Solectron (Shenzhen) Technology, Co. Ltd.                            China; Shenzhen, Guangdong
Solectron Singapore Holdings Pte. Ltd.                               Singapore
Solectron Suppliserv Corporation                                     USA; Delaware
Solectron (Suzhou) Technology Co., Ltd.                              China; Suzhou
Solectron Sweden AB                                                  Sweden; Stockholm
Solectron Technology Sdn. Bhd.                                       Malaysia; Kuala Lumpur
Solectron Technology Singapore Pte. Ltd.                             Singapore
Solectron Telecommunications Pty. Limited                            Australia; Victoria
Solectron Texas, Inc.                                                USA; Delaware
Solectron Texas, L.P.                                                USA; Delaware
Solectron UK Limited                                                 UK; London
Solectron USA, Inc.                                                  USA; Delaware

EX-23.1

                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors
Solectron Corporation:


We consent to the incorporation by reference in the registration statements
(Nos. 333-69443, 333-46304, 333-46300, 333-40176, 333-34494, 333-92269,
333-75865, 333-85949, 333-89035, 333-75813, 333-24293, 333-02523, 333-17643,
333-56220, 333-56464, 333-60684, 333-64454, 333-69182, 333-73238, 333-74946,
333-84066, 333-96823, 033-58580, 333-46686, 033-57575, 033-75270, 033-33461,
033-58210, 333-83297, 333-02945, 333-15983, 333-49206, 333-84070, 333-102534,
333-102535, 333-107127 and 333-114447) on Forms S-3, S-4, and S-8 of Solectron
Corporation of our report dated October 18, 2004, with respect to the
consolidated balance sheets of Solectron Corporation and subsidiaries as of
August 31, 2004 and 2003, and the related consolidated statements of operations,
stockholders' equity, comprehensive loss, and cash flows for each of the years
in the three-year period ended August 31, 2004, and the related financial
statement schedule, which report appears in the August 31, 2004 annual report on
Form 10-K of Solectron Corporation.

Our report, dated October 18, 2004, contains an explanatory paragraph stating
that effective as of September 1, 2001, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets."


/s/ KPMG LLP

Mountain View, California
November 3, 2004

EX-31.1

                                                                    EXHIBIT 31.1

   CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Michael Cannon, certify that:

      1.    I have reviewed this annual report on Form 10-K of Solectron
            Corporation;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

            (a)   Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            (b)   Paragraph omitted in accordance with SEC transition
                  instructions contained in SEC Release 34-47986;

            (c)   Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            (d)   Disclosed in this report any change in the registrant's
                  internal control over financial reporting (as defined in
                  Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred
                  during the period covered by the annual report that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

            (a)   All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            (b)   Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: November 5, 2004

/s/ Michael Cannon
- ------------------
Michael Cannon
President and Chief Executive Officer

EX-31.2

                                                                    EXHIBIT 31.2

   CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Kiran Patel, certify that:

      1.    I have reviewed this annual report on Form 10-K of Solectron
            Corporation;

      2.    Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

      4.    The registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

            (a)   Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

            (b)   Paragraph omitted in accordance with SEC transition
                  instructions contained in SEC Release 34-47986;

            (c)   Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            (d)   Disclosed in this report any change in the registrant's
                  internal control over financial reporting (as defined in
                  Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred
                  during the period covered by the annual report that has
                  materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

      5.    The registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of the registrant's board of directors (or persons
            performing the equivalent functions):

            (a)   All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

            (b)   Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.

Date: November 5, 2004

/s/ Kiran Patel
- ---------------
Kiran Patel
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)

EX-32.1

                                                                    EXHIBIT 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Cannon, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Solectron Corporation on Form 10-K for the annual period ended August
27, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Form 10-K
fairly presents in all material respects the financial condition and results of
operations of Solectron Corporation.

Date:   November 5, 2004

                                        /s/ Michael Cannon
                                        ----------------------------------------
                                        Michael Cannon
                                        President and Chief Executive Officer

EX-32.2

                                                                    EXHIBIT 32.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kiran Patel, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of
Solectron Corporation on Form 10-K for the annual period ended August 27, 2004
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in such Form 10-K fairly
presents in all material respects the financial condition and results of
operations of Solectron Corporation.

Date:   November 5, 2004

                                        /s/ Kiran Patel
                                        ----------------------------------------
                                        Kiran Patel
                                        Executive Vice President and
                                        Chief Financial Officer