exv10w1






Exhibit 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 10,
2010, is by and among MCAFEE, INC., a Delaware corporation (“McAfee”), MCAFEE IRELAND
HOLDINGS LIMITED, a limited liability company incorporated under the laws of Ireland (the
“Irish Borrower” and together with McAfee, the “Borrowers”) each of the Guarantors
(collectively with the Borrower, the “Loan Parties”), the Lenders party hereto and BANK OF
AMERICA, N.A., as Administrative Agent and L/C Issuer. All capitalized terms used herein and not
otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as
defined below).



W I T N E S S E T H




     WHEREAS, the Loan Parties, the Lenders, the Administrative Agent and the L/C Issuer are
parties to that certain Credit Agreement dated as of December 22, 2008 (as amended from time to
time, the “Credit Agreement”);



     WHEREAS, McAfee has requested an amendment to the Credit Agreement;



     WHEREAS, certain Lenders have agreed to provide additional Revolving Commitments under the
Credit Agreement; and



     WHEREAS, the Lenders have agreed to amend the Credit Agreement on the terms and conditions
hereinafter set forth and the additional Revolving Commitments of certain Lenders are reflected
herein.



     NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:




     1. Amendments. The Credit Agreement is amended as follows:




     (a) The following definitions are added to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order to read as follows:




     “First Amendment Effective Date” means February 10, 2010.




     “McAfee International BV” means McAfee International B.V., a
company formed under the laws of the Netherlands.




     “Safeboot Holding BV” means Safeboot Holding B.V., a company
formed under the laws of the Netherlands.




     (b) The following definitions in Section 1.01 of the Credit Agreement
are amended in their entirety to read as follows:




     “Aggregate Revolving Commitments” means the Revolving
Commitments of all the Lenders, as it may be increased from time to time
pursuant to Section 2.02(f) or decreased from time to time pursuant
to Section 2.05. The amount of the Aggregate Revolving Commitments
in effect on the First Amendment Effective Date is FOUR HUNDRED AND FIFTY
MILLION DOLLARS ($450,000,000).



 









 






     “Applicable Rate” means the following percentages per annum,
based upon the Consolidated Leverage Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to
Section 7.02(a):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Applicable Rate for	 	 	 
	 	 	 	 	 	 	 	 	 	 	Eurocurrency Rate	 	 	 
	 	 	Consolidated	 	 	 	 	 	Loans/	 	Applicable Rate for
	Pricing Tier	 	Leverage Ratio	 	Commitment Fee	 	Letters of Credit	 	Base Rate Loans
	1
	 	 	< 1.0:1.0	 	 	 	0.375	%	 	 	2.50	%	 	 	2.50	%
	2
	 	 	> 1.0:1.0 but < 1.75:1.0	 	 	 	0.50	%	 	 	2.75	%	 	 	2.75	%
	3
	 	 	> 1.75:1.0	 	 	 	0.625	%	 	 	3.00	%	 	 	3.00	%







     Any increase or decrease in the Applicable Rate resulting from a change
in the Consolidated Leverage Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is
required to be delivered pursuant to Section 7.02(a);
provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then, upon the request
of the Required Lenders, Pricing Tier 3 shall apply as of the first Business
Day after the date on which such Compliance Certificate was required to have
been delivered and shall remain in effect until the date on which such
Compliance Certificate is delivered in accordance with Section
7.02(a), whereupon the Applicable Rate shall be adjusted based upon the
calculation of the Consolidated Leverage Ratio contained in such Compliance
Certificate.




     “Availability Period” means, the period from the First
Amendment Effective Date to the earliest of (a) the Maturity Date, (b) the
date of termination of the Aggregate Revolving Commitments pursuant to
Section 2.05, and (c) the date of termination of the commitment of
each Lender to make Loans and of the obligation of the L/C Issuer to make
L/C Credit Extensions pursuant to Section 9.02.




     “Defaulting Lender” means any Lender that (a) has failed to
fund any portion of the Loans, 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 unless such failure has been cured, (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 unless such
failure has been cured, or (c) has been deemed insolvent or become the
subject of a bankruptcy or insolvency proceeding or has had a receiver,
conservator, trustee or custodian appointed for it; it being understood that
a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any equity or controlling interest (or solely by the
exercise of control over such Lender by virtue of such ownership) by a
Governmental Authority or instrumentality thereof.




     “Fee Letters” means the collective reference to the Joint Fee
Letter, the Bank of America Fee Letter, the RBS Fee Letter and each other
fee letter agreement entered into by and among McAfee and/or any Loan Party,
on the one hand and any of the Administrative Agent and/or any Lender and/or
any Joint



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Lead Arranger, on the other hand, each as may be amended or modified from
time to time.




     “Maturity Date” means December 22, 2012; provided,
however, if such date is not a Business Day, the Maturity Date shall
be the immediately preceding Business Day.




     (c) The text preceding the proviso in Section 2.02(f) of the Credit
Agreement is amended in its entirety to read as follows:




     McAfee may at any time and from time to time, after the First Amendment
Effective Date, upon prior written notice by McAfee to the Administrative
Agent, increase the Aggregate Revolving Commitments (but not the Letter of
Credit Sublimit) with additional Revolving Commitments from any existing
Lender with a Revolving Commitment or new Revolving Commitments from any
other Person selected by the Borrower and reasonably acceptable to the
Administrative Agent and the L/C Issuer; provided, however,
at no time shall the Aggregate Revolving Commitments exceed SIX HUNDRED
MILLION DOLLARS ($600,000,000)




     (d) A new subsection (d) is added at the end of Section 4.01 of the
Credit Agreement to read as follows:




     (d) The guarantees provided under Section 4.01(b) by each of
McAfee International BV and Safeboot Holding BV do not apply to any
liability to the extent it would result in any such guarantee constituting
unlawful financial assistance under section 2:207c of the Dutch Civil Code
or any other applicable law of the Netherlands.




     (e) Section 7.02(a) of the Credit Agreement is amended in its entirety
to read as follows:




     (a) within five Business Days after the delivery of the financial
statements referred to in Sections 7.01(a) and (b), a duly
completed Compliance Certificate signed by the chief executive officer,
chief financial officer, chief accounting officer, treasurer or controller
of McAfee (such Compliance Certificate shall include (i) such supplements to
Schedules 6.13 and 6.19 of the Disclosure Letter, as are
necessary such that, as supplemented, such Schedules would be accurate and
complete as of the date of such Compliance Certificate, (ii) calculations
demonstrating that (A) McAfee and the Domestic Guarantors, in the aggregate,
(1) own at least 80% of the assets of McAfee and its Domestic Subsidiaries
and (2) earn at least 80% of the revenues of McAfee and its Domestic
Subsidiaries and (B) the Irish Borrower and its Subsidiaries that are
Foreign Guarantors, in the aggregate, (1) own at least 80% of the assets of
the Irish Borrower and its Subsidiaries and (2) earn at least 80% of the
revenues of Irish Borrower and its Subsidiaries and (iii) evidence of
compliance with Section 8.02, including all outstanding Investments
and calculation of the McAfee Liquidity Amount).




     (f) Schedule 2.01 of the Credit Agreement is amended and restated in
its entirety to read as provided on Schedule 2.01. Each Lender agrees that
Schedule 2.01



3









 






attached hereto accurately reflects its Applicable Percentage of the Aggregate
Revolving Commitments as of the First Amendment Effective Date.




     2. Increase in Revolving Commitments.



     (a) On the First Amendment Effective Date, the Aggregate Revolving Commitments are being
increased from $100 million to $450 million. The Revolving Commitment of each Lender (whether an
existing Lender prior to the First Amendment Effective Date or a New Lender (as defined below))
after giving effect to the increase is as set forth on the revised Schedule 2.01 attached
to this Amendment.



     (b) On the First Amendment Effective Date, McAfee shall repay and reborrow Revolving Loans in
such amounts as shall be necessary in order that, after giving effect to all such repayments and
reborrowings, such Revolving Loans and participation interests in L/C Obligations will be held by
each Lender ratably in accordance with its Revolving Commitment after giving effect to the First
Amendment.



     (c) The Borrowers, the Guarantors and each New Lender (as hereinafter defined) hereby
acknowledge, agree and confirm that each Person that did not have a Revolving Commitment prior to
the First Amendment Effective Date (each, a “New Lender”) shall from and after the First
Amendment Effective Date be deemed to be a party to the Credit Agreement and a “Lender” for all
purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and
obligations of a Lender under the Credit Agreement and the other Loan Documents as if such Lender
had executed the Credit Agreement, including without limitation, the Revolving Commitment of each
New Lender set forth on Schedule 2.01 attached to this Amendment and Revolving Loans
thereunder shall constitute Revolving Commitments and Revolving Loans under, and shall be entitled
to all the benefits afforded by, the Credit Agreement and the other Loan Documents, and shall,
without limiting the foregoing, benefit equally and ratably from the Guaranty.



     3. Conditions Precedent. This Amendment shall be and become effective upon
satisfaction of the following conditions precedent:




     (a) The Administrative Agent shall have received counterparts of this Amendment duly
executed the Borrowers, the Guarantors, the Lenders, the Administrative Agent and the L/C
Issuer.




     (b) Receipt by the Administrative Agent of a certificate of a Responsible Officer of
each Domestic Loan Party, (i) certifying that the Organization Documents of each Domestic
Loan Party delivered on the Closing Date have not been amended, supplemented or otherwise
modified since the Closing Date and remain in full force and effect as of the First
Amendment Effective Date and (ii) attaching resolutions of each Domestic Loan Party
approving and adopting this Amendment, in form and substance reasonably satisfactory to the
Administrative Agent, and authorizing the execution and delivery of this Amendment and
certifying that such resolutions have not been amended, supplemented or otherwise modified
and remain in full force and effect as of the First Amendment Effective Date.




     (c) Receipt by the Administrative Agent of favorable opinions of legal counsel to the
Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the First
Amendment Effective Date, in form and substance satisfactory to the Administrative Agent.




     (d) All Term Loans shall have been paid in full and the Term Loan Commitment shall have
been terminated.



4









 






     (e) Receipt by the Administrative Agent and all other Lenders of any fees due and owing
to them as of the date hereof, together with reimbursement for all reasonable, documented
out-of-pocket expensed owing to the Administrative Agent (including the reasonable fees and
expenses of Moore & Van Allen PLLC).



     4. Miscellaneous.




     (a) The Loan Parties (i) acknowledge and consent to all of the terms and conditions of
this Amendment, (ii) affirm all of their obligations under the Loan Documents and
(iii) agree that this Amendment and all documents executed in connection herewith do not
operate to reduce or discharge their obligations under the Credit Agreement or the other
Loan Documents.




     (b) The Loan Parties hereby represent and warrant as follows:




     (i) Each Loan Party has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.




     (ii) This Amendment has been duly executed and delivered by the Loan Parties
and constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
subject to (i) applicable Debtor Relief Laws and (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or
in equity).




     (iii) No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan Party
of this Amendment.




     (c) The Loan Parties represent and warrant to the Lenders that (i) the representations
and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in
each other Loan Document are true and correct as of the date hereof with the same effect as
if made on and as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date and (ii) no event has occurred and is
continuing which constitutes a Default or an Event of Default.




     (d) Each Loan Party acknowledges and confirms that its obligation to pay the
Obligations are unconditional and not subject to any offsets, defenses or counterclaims.




     (e) This Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be an original, but all of which shall constitute one and the
same instrument. Delivery of an executed counterpart of this Amendment by telecopy or by
pdf shall be effective as an original and shall constitute a representation that an executed
original shall be delivered.




     (f) This Amendment shall constitute a Loan Document under the terms of the Credit
Agreement. All references to the Credit Agreement in each of the Loan Documents shall
hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically
amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed
and shall remain in full force and effect according to its terms.



5









 






     (g) This Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.




     (h) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.



[remainder of page intentionally left blank]








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     IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the
date first above written.


BORROWERS:




MCAFEE, INC.,

a Delaware corporation, as a Borrower and,

with respect to the Foreign Obligations, as a

Guarantor




	 	 	 	 	 
	 	 	 
	By:  	/s/ Keith Krzeminski
 	 	 
	 	Name:  	Keith Krzeminski 	 	 
	 	Title:  	SVP, Finance & CAO 	 	 



	 	 	 	 	 	 	 
	Given under the Common Seal of

	 	By:
	 	/s/ Keith Krzeminski
	 	 
	MCAFEE IRELAND HOLDINGS LIMITED,

	 	 	 	Name: Keith Krzeminski	 	 
	 a limited liability company  incorporated under the
 laws of Ireland was affixed hereto in  the presence of:

	 	 	 	Title: Director	 	 
	 
	 	By:
	 	/s/ Doug Rice
	 	 
	 	 	 	Name: Doug Rice	 	 
	 

	 	 	 	Title: Director/Secretary	 	 






Witness Signature: /s/ Jared Ross




Witness Name: Jared Ross




Witness Occupation: Attorney




Witness Address:



c/o McAfee, Inc.

5000 Headquarters Drive

Plano, TX 75024




MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	FOREIGN GUARANTORS:




MCAFEE CAYMAN ISLANDS COMPANY

a company formed under the laws of the Cayman Islands



 	 	 

 
	By:  	/s/ Doug Rice
 	 	 
	 	Name:  	Doug Rice 	 	 
	 	Title:  	Director 	 	 



	 	 	 	 	 
	MCAFEE INTERNATIONAL B.V.

a company formed under the laws of the Netherlands



 	 
	By:  	/s/ Anthony Emmet Ruiseal
 	 	 
	 	Name:  	Anthony Emmet Ruiseal 	 	 
	 	Title:  	Managing Director 	 	 



	 	 	 	 	 
	SAFEBOOT HOLDING B.V.

a company formed under the laws of the Netherlands



 	 	 
	By:  	/s/ Anthony Emmet Ruiseal
 	 	 
	 	Name:  	Anthony Emmet Ruiseal 	 	 
	 	Title:  	Managing Director 	 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 	 	 
	ADMINISTRATIVE
AGENT:	 	BANK OF AMERICA, N.A.,

as Administrative Agent


 	 	 
	 

	 	By:
	 	/s/ Kathleen M. Carry
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Kathleen M. Carry

Title: Vice President	 	 
	 
	LENDERS:	 	BANK OF AMERICA, N.A.,

as a Lender and L/C Issuer



 	 	 
	 

	 	By:
	 	/s/ Christina Felsing
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Christina Felsing

Title: Vice President	 	 






MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC,

as a Lender



 	 
	 	By:  	/s/ Debbie Olson
 	 
	 	 	Name:  	Debbie Olson 	 
	 	 	Title:  	Senior Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	COMPASS BANK,

as a Lender



 	 
	 	By:  	/s/ Andrew Widmer
 	 
	 	 	Name:  	Andrew Widmer 	 
	 	 	Title:  	Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender



 	 
	 	By:  	/s/ Richard J. Ameny, Jr.
 	 
	 	 	Name:  	Richard J. Ameny, Jr. 	 
	 	 	Title:  	Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	UNION BANK OF CALIFORNIA, N.A.,

as a Lender



 	 
	 	By:  	/s/ Allan B. Minder
 	 
	 	 	Name:  	Allan B. Minder 	 
	 	 	Title:  	Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	SILICON VALLEY BANK,

as a Lender



 	 
	 	By:  	/s/ Doug Bontemps
 	 
	 	 	Name:  	Doug Bontemps 	 
	 	 	Title:  	Director 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,

as a Lender


 	 
	 	By:  	/s/ David Hants
 	 
	 	 	Name:  	David Hants 	 
	 	 	Title:  	Senior Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as a Lender



 	 
	 	By:  	/s/ Margarita A. Chichioco
 	 
	 	 	Name:  	Margarita A. Chichioco 	 
	 	 	Title:  	Senior Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.,

as a Lender



 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	COMERICA BANK,

as a Lender



 	 
	 	By:  	/s/ Steve D. Clear
 	 
	 	 	Name:  	Steve D. Clear 	 
	 	 	Title:  	Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,

as a Lender



 	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	Executive Officer 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT





 











 





	 	 	 	 	 
	 	BANK OF TAIWAN, LOS ANGELES BRANCH,

as a Lender



 	 
	 	By:  	/s/ Chwan-Ming Ho
 	 
	 	 	Name:  	Chwan-Ming Ho 	 
	 	 	Title:  	VP & General Manager 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT






 









 








	 	 	 	 	 
	 	MANUFACTURERS BANK,

as a Lender



 	 
	 	By:  	/s/ Sandy Lee
 	 
	 	 	Name:  	Sandy Lee 	 
	 	 	Title:  	Vice President 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT







 









 








	 	 	 	 	 
	 	CHINA MERCHANTS BANK CO., LTD., 

NEW YORK BRANCH,
as a Lender



 	 
	 	By:  	/s/ Andrew Xuejun Mao
 	 
	 	 	Name:  	Andrew Xuejun Mao 	 
	 	 	Title:  	Chief Marketing Officer 	 
	 	 	 
	 	By:  	                      /s/ Chengyue Jiao
 	 
	 	 	Name:  	Chengyue Jiao 	 
	 	 	Title:  	Deputy General Manager 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT







 









 








	 	 	 	 	 
	 	FIRST COMMERCIAL BANK NEW YORK AGENCY,

as a Lender



 	 
	 	By:  	/s/ Jenn-Hwa Huang
 	 
	 	 	Name:  	Jenn-Hwa Huang 	 
	 	 	Title:  	General Manager 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT







 









 








	 	 	 	 	 
	 	HUA NAN COMMERCIAL BANK LTD., 

LOS ANGELES BRANCH,
as a Lender



 	 
	 	By:  	/s/ Oliver C.H. Hsu
 	 
	 	 	Name:  	Oliver C.H. Hsu 	 
	 	 	Title:  	V.P. & General Manager 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT







 









 








	 	 	 	 	 
	 	CHANG HWA COMMERCIAL BANK, 

LOS ANGELES BRANCH,
as a Lender



 	 
	 	By:  	/s/ Beverly Chen
 	 
	 	 	Name:  	Beverly Chen 	 
	 	 	Title:  	VP & General Manager 	 
	 



MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT





 












 





Schedule 2.01




COMMITMENTS AND APPLICABLE PERCENTAGES



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable
	 	 	 	 	 	 	Percentage of
	 	 	 	 	 	 	Aggregate
	 	 	 	 	 	 	Revolving
	Lender	 	Revolving Commitment	 	Commitments
	Bank of America, N.A.
	 	$	45,000,000	 	 	 	10.000000000	%
	The Royal Bank of Scotland
PLC
	 	$	45,000,000	 	 	 	10.000000000	%
	Compass Bank
	 	$	40,000,000	 	 	 	8.888888889	%
	U.S. Bank National
Association
	 	$	40,000,000	 	 	 	8.888888889	%
	Union Bank of California,
N.A.
	 	$	40,000,000	 	 	 	8.888888889	%
	Silicon Valley Bank
	 	$	40,000,000	 	 	 	8.888888889	%
	HSBC Bank USA, National
Association
	 	$	35,000,000	 	 	 	7.777777778	%
	Wells Fargo Bank, N.A.
	 	$	30,000,000	 	 	 	6.666666667	%
	Morgan Stanley Bank, N.A.
	 	$	25,000,000	 	 	 	5.555555556	%
	Comerica Bank
	 	$	25,000,000	 	 	 	5.555555556	%
	Sumitomo Mitsui Banking
Corporation
	 	$	25,000,000	 	 	 	5.555555556	%
	Bank of Taiwan, Los
Angeles Branch
	 	$	15,000,000	 	 	 	3.333333333	%
	Manufacturers Bank
	 	$	10,000,000	 	 	 	2.222222222	%
	China Merchants Bank Co.,
Ltd., New York Branch
	 	$	10,000,000	 	 	 	2.222222222	%
	First Commercial Bank New
York Agency
	 	$	10,000,000	 	 	 	2.222222222	%
	Hua Nan Commercial Bank
Ltd., Los Angeles Branch
	 	$	10,000,000	 	 	 	2.222222222	%
	Chang Hwa Commercial Bank,
Los Angeles Branch
	 	$	5,000,000	 	 	 	1.111111111	%
	TOTAL
	 	$	450,000,000	 	 	 	100.000000000	%





MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT



 









 






Schedule 1




ADDITIONAL REVOLVING COMMITMENTS



	 	 	 	 	 
	Lenders	 	Additional Revolving Commitment
	Bank of America, N.A.

	 	$	17,500,000	 
	The Royal Bank of Scotland PLC

	 	$	25,000,000	 
	Compass Bank

	 	$	40,000,000	 
	U.S. Bank National Association

	 	$	25,000,000	 
	Union Bank of California, N.A.

	 	$	27,500,000	 
	Silicon Valley Bank

	 	$	40,000,000	 
	HSBC Bank USA, National Association

	 	$	35,000,000	 
	Wells Fargo Bank, N.A.

	 	$	15,000,000	 
	Morgan Stanley Bank, N.A.

	 	$	20,000,000	 
	Comerica Bank

	 	$	25,000,000	 
	Sumitomo Mitsui Banking Corporation

	 	$	25,000,000	 
	Bank of Taiwan, Los Angeles Branch

	 	$	15,000,000	 
	Manufacturers Bank

	 	$	5,000,000	 
	China Merchants Bank Co., Ltd., New York Branch

	 	$	10,000,000	 
	First Commercial Bank, New York Agency

	 	$	10,000,000	 
	Hua Nan Commercial Bank Ltd., Los Angeles Branch

	 	$	10,000,000	 
	Chang Hwa Commercial Bank, Los Angeles Branch

	 	$	5,000,000	 
	 
	 	 	 	 
	TOTAL:

	 	$	350,000,000	 





MCAFEE, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT