<PAGE>

                                                                  EXHIBIT 10.30
================================================================================




                              LSI LOGIC CORPORATION





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

                   THIRD AMENDMENT TO PARTICIPATION AGREEMENT
                                       AND
                                OMNIBUS AMENDMENT
                         Dated as of September 28, 2001



                                       to



                               OPERATIVE DOCUMENTS
                           Dated as of April 20, 2001

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





                        Re: Synthetic Lease Financing for
                              LSI Logic Corporation
                          (LSI Logic Trust No. 2001-A)






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



<PAGE>




                    OMNIBUS AMENDMENT TO OPERATIVE DOCUMENTS

      THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT AND OMNIBUS AMENDMENT
dated as of September 28, 2001 (the or this "Omnibus Amendment") to the
Operative Documents each dated as of April 20, 2001 (as heretofore amended) is
among LSI LOGIC CORPORATION, a Delaware corporation (solely in its capacity as a
Participant (as defined below) under the Participation Agreement (as defined
below), "LSI" and, otherwise, "Lessee"), WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION (f/k/a First Security Bank, National Association), not in its
individual capacity but solely as Certificate Trustee ("Certificate Trustee"),
WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION (f/k/a First Security Trust
Company of Nevada), not in its individual capacity but solely as Agent
("Agent"), and each of the institutions currently a "Participant" under
Participation Agreement referred to below (collectively, the "Participants").


                                    RECITALS:

      A.    Lessee, Certificate Trustee, Agent and the Participants are parties
to that certain Participation Agreement, dated as of April 20, 2001 (the
"Participation Agreement"), as amended by the First Amendment to Participation
Agreement dated as of July 13, 2001 and the Second Amendment to Participation
Agreement dated as of August 2, 2001.

      B.    Pursuant to the Assignment Agreement dated as of an even date hereof
(the "Assignment Agreement"), certain of the original Participants have assigned
(i) their Notes (or a portion thereof) to LSI and Eligible Assignees in an
aggregate principal amount equal to $112,556,805.25, and (ii) their Certificates
(or a portion thereof) to Eligible Assignees in an aggregate Certificate Amount
equal to $4,461,440.51, in each case, as well as their commitments to fund
additional Advances.

      C.    Pursuant to the Cash Collateral Agreement, dated as of an even date
hereof, Lessee shall pledge cash or certificates of deposit in amount equal to
at least the outstanding principal amount of the Notes (other than Notes held by
LSI) and the Certificate Amount of the Certificates held by the Participants.

      D.    Lessee, Certificate Trustee, Agent and the Participants now wish to
amend certain provisions contained in the Operative Documents (as such term is
defined in Appendix I to the Participation Agreement) and have agreed to effect
such amendments upon the terms and subject to the conditions set forth herein.

      E.    All requirements of law have been fully complied with and all other
acts and things necessary to make this Omnibus Amendment a valid, legal and
binding instrument according to its terms for the purposes herein expressed have
been done or performed.

      NOW, THEREFORE, upon the full and complete satisfaction of the conditions
precedent to the effectiveness of this Omnibus Amendment set forth in Section
7.1 hereof, and in consideration of good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:



<PAGE>



SECTION 1.   DEFINITIONS AND INTERPRETATIONS.

      Section 1. Definitions; Interpretation. Unless otherwise indicated in this
Omnibus Amendment, (a) each term set forth in Appendix I to the Participation
Agreement, when used in this Omnibus Amendment, shall have the meaning given to
that term in Appendix I, and (b) the rules of interpretation set forth in
Appendix I to the Participation Agreement shall apply to this Omnibus Amendment
and are incorporated herein by this reference.

SECTION 2.   AMENDMENTS TO PARTICIPATION AGREEMENT.

      Section 2.1. Section 2.14(a)(i) of the Participation Agreement shall be
and is hereby amended in its entirety to read as follows:

                  (a)   (i) Lessee shall pay to each Lender through the Agent,
            on each Payment Date occurring in each calendar month during the
            Commitment Period, and on the last day of the Commitment Period, a
            commitment fee at a rate per annum equal to the Applicable Lender
            Commitment Fee Margin on the unused Commitment of such Lender
            hereunder, during the preceding one-month period (or other period
            commencing on the Document Closing Date or ending on the last day of
            the Commitment Period); provided, however, that no commitment fee
            shall accrue or be payable to LSI on any unused Commitment of LSI as
            a Lender. Such fee shall commence to accrue on the Document Closing
            Date and shall cease to accrue on the day prior to the last day of
            the Commitment Period;

      Section 2.2. Section 3.1(b) of the Participation Agreement shall be and is
hereby amended in its entirety to read as follows:

                  (b)   Cash Collateral. Lessee shall have deposited the
            Required Cash Collateral Amount in the Cash Collateral Account in
            accordance with Section 5.3(b) hereof on such Advance Date.

      Section 2.3. Section 5.3(a) and (b) of the Participation Agreement shall
be and are hereby amended in their entirety to read as follows:

                  (a)   Unrestricted Cash. Lessee shall at all times comply with
            Section 7.14(b) of the Bank Credit Agreement as in effect on
            September 28, 2001, without regard to any subsequent amendment,
            modification or waiver of said Section 7.14(b) (or any definition
            used therein) or the expiration, replacement or termination of such
            Bank Credit Agreement.

                  (b)   Cash Collateral Account. (i) Pursuant to the Cash
            Collateral Agreement, on September 28, 2001 and on each




                                      -2-
<PAGE>

            Advance Date, Lessee shall cause (by delivery to the Securities
            Intermediary of, or by otherwise depositing into the Cash Collateral
            Account, sufficient Cash Collateral) Cash Collateral in an amount
            equal to (a) the Lease Balance plus the amount of Interest and Yield
            due on the next succeeding Payment Date, minus (b) the Lease Balance
            and Interest attributable to the Notes held by LSI (the "Required
            Cash Collateral Amount") to be held in the Cash Collateral Account,
            which Required Cash Collateral Amount shall be pledged to the
            Securities Intermediary as security for the obligations of Lessee
            under the Operative Documents.

                        (ii)  On each Payment Date, Lessee shall furnish or
            cause to be furnished to Certificate Trustee a certificate in form
            reasonably satisfactory to Certificate Trustee setting forth, in a
            reasonably detailed calculation, the value of the Cash Collateral as
            of such date.

                        (iii) If on any date that a certificate is furnished in
            accordance with subsection (ii) of this Section 5.3(b) the value of
            the Cash Collateral shall be less than the Required Cash Collateral
            Amount, then Lessee shall pledge to the Securities Intermediary, by
            delivery to the Securities Intermediary or by otherwise depositing
            into the Cash Collateral Account, additional Cash Collateral in an
            amount such that the Cash Collateral is equal to or greater than the
            Required Cash Collateral Amount. If, on such date, the value of the
            Cash Collateral shall be greater than the Required Cash Collateral
            Amount and provided that no Default or Event of Default shall have
            occurred and be continuing, then Lessee may request that Securities
            Intermediary shall promptly release such excess amount to Lessee in
            an amount such that, after giving effect to such release, the value
            of the Cash Collateral remaining in the Cash Collateral Account held
            by the Securities Intermediary shall equal or exceed the Required
            Cash Collateral Amount (for the purposes of this subsection (iii),
            such released Collateral, "Surplus Collateral"). By 5:00 P.M., San
            Francisco, California time, on the next Business Day after receipt
            of such notice, the Securities Intermediary shall release such
            Surplus Collateral to the Lessee; provided, however, that after
            giving effect to such release, no Default or Event of Default shall
            have occurred and be continuing; and provided further, that no
            release of Surplus Collateral shall in any way affect the
            obligations of the Lessee pursuant to subparagraph (ii) of this
            Section 5.3(b).


      Section 2.4. Section 5.3(c), (d), (f) and (g) of the Participation
Agreement shall be and are hereby amended in their entirety to read as follows:



                                      -3-
<PAGE>

                               "[Reserved]"

      Section 2.5. Section 6.3(a) of the Participation Agreement shall be and is
hereby amended by amending the last sentence of Section 6.3(a)(i) in its
entirety to read as follows:

            "Notwithstanding anything to the contrary contained herein or in any
            other Operative Document, (i) any Lender other than LSI may pledge
            or assign its rights under the Operative Documents in accordance
            with Section 6.3(f) without regard to the limitations contained in
            this Section 6.3(a) and (ii) LSI shall not assign any of its Notes
            to any Person without the prior written consent of each
            Participant."

      Section 2.6. Article VI of the Participation Agreement shall be and is
hereby amended by adding thereto a new Section 6.5 to read as follows:

                  "Section 6.5. Set-Off. Lessee hereby irrevocably agrees that
            any amounts owed to LSI as a Lender or holder of a Note under any
            Operative Document, may be set-off against amounts owed by Lessee
            under the Lease, regardless of the adequacy of any collateral,
            including, without limitation, the Cash Collateral."

      Section 2.7. The following paragraph shall be added at the end of Section
9.5 of the Participation Agreement:

                  "Notwithstanding any other provision to the contrary contained
            in any Operative Document, none of LSI nor any Affiliate of Lessee
            shall have any rights whatsoever as a holder of a Note with respect
            to any amendments, modifications, waivers, approvals or consents, or
            directions with respect to the taking of any action, in each case,
            under the Operative Documents and for the purpose of determining
            whether the requisite percentage of the Lenders or Participants, as
            the case may be, approved or consented to any amendment,
            modification, waiver or consent to be given under any Operative
            Document, or have given any other approval or directed the taking of
            any action provided herein or therein to be taken upon the direction
            of all or a specified percentage of the Lenders or Participants, as
            the case may be, Notes directly or indirectly held by LSI or any of
            its Affiliates shall be deemed not to be outstanding."

      Section 2.8. Section 9.9(b) of the Participation Agreement shall be and is
hereby amended in its entirety to read as follows:


                  "(b) Continuing Expenses. The continuing fees, expenses and
            disbursements (including reasonable counsel fees) of



                                      -4-
<PAGE>
            (i) Bank, set forth in the Trustee Fee Letter, (ii) Agent, set forth
            in the Agent Fee Letter, (iii) Arranger, as set forth in the
            Engagement Letter, and (iv) Participants, as set forth in Section
            2.14(a), shall be paid directly by Lessee as Supplemental Rent,
            provided, however, that, no fees, expenses, indemnities or
            disbursements shall be payable to LSI as a Lender or holder of any
            Note."

      Section 2.9. The following definitions contained in Annex I of the
Participation Agreement shall be and are hereby amended and restated in their
entirety:

                  "Applicable Interest Rate Margin" shall mean, for each Payment
            Period, the interest rate margin set forth below (expressed in a
            percentage) opposite the Pricing Level for that Payment Period:

<TABLE>
<CAPTION>

                      Pricing Level            Applicable Margin
<S>                                                  <C>
                         I                           1.25%
                         II                          1.50%
                         III                         1.75%
</TABLE>

            ; provided, however, with respect to the Notes held by Lenders other
            than LSI, the Applicable Margin shall be 0.50%; provided, further,
            if a Lease Event of Default exists, the Applicable Margin set forth
            opposite the Pricing Levels stated above or in the immediately
            preceding proviso shall be increased by 2.00%.

                  "Applicable Lender Commitment Fee Margin" shall mean, for each
            Payment Period, the margin set forth below (expressed in a
            percentage) opposite the Pricing Level for that Payment Period:


<TABLE>
<CAPTION>

                      Pricing Level      Applicable Lender Facility Fee Margin
<S>                                                  <C>

                           I                         0.20%
                           II                        0.25%
                           III                       0.30%
</TABLE>

            ; provided, however, with respect to the Lenders other than LSI, the
            margin shall be 0.30%.

                  "Applicable Yield Rate Margin" shall mean, for each Payment
            Period, 2.00%; provided, however, if a Lease Event of Default
            exists, the Applicable Margin set forth above shall be increased by
            2.00%.



                                      -5-
<PAGE>

                  "Lenders" shall mean the financial institutions party to the
            Loan Agreement and the Participation Agreement and listed as Lenders
            on the signature pages thereto and their permitted successors and
            assigns, including, without limitation, LSI so long as it is the
            holder of any Note.

                  "Lessee Collateral" shall mean all of Lessee's right, title
            and interest in and to each of the following, however arising and
            whether now existing or hereafter acquired or arising:

                  (a)   the Items of Equipment (including all Parts thereof,
            accessions thereto and replacements and substitutions therefor);

                  (b)   the Subleases;

                  (c)   the purchase agreements between Lessee and a
            Manufacturer with respect to the Items of Equipment;

                  (d)   all other contracts necessary to purchase, operate and
            maintain the Items of Equipment;

                  (e)   any rights to a rebate, offset or other assignment,
            warranty or service under a purchase order, invoice or purchase
            agreement with any manufacturer of any Item of Equipment;

                  (f)   all books, manuals, logs, records, writings, software,
            information and other property solely relating to any of the
            foregoing;

                  (g)   all cash, monies, certificates of deposits and
            investments held in the Cash Collateral Account; and

                  (h)   all products, accessions, rents, issues, profits,
            returns, income and proceeds of and from any and all of the
            foregoing collateral (including proceeds which constitute property
            of the types described in clauses (a), (b), (c), (d), (e), (f) and
            (g) above and, to the extent not otherwise included, all payments
            under insurance (whether or not Lessor is the loss payee thereof),
            or any indemnity, warranty or guaranty, payable by reason of loss or
            damage to or otherwise with respect to any of the foregoing
            collateral).

                  "Lessor Liens" shall mean Liens on or against any Item of
            Equipment, the Lease, the Trust Estate, the Cash Collateral, the
            Cash Collateral Account or any payment of Rent (a) which result from
            any act of, or any Claim against Lessor (in its individual



                                      -6-
<PAGE>

            capacity or in its trustee capacity as Lessor), the Trust, the
            Agent, the Securities Intermediary or any Participant, in either
            case, unrelated to the transactions contemplated by the Operative
            Documents, (b) which result from any Tax owed by Lessor (in its
            individual capacity), the Trust, Agent, the Securities Intermediary
            or any Participant, except any Tax for which Lessee is obligated to
            indemnify or (c) which result from any act or omission of
            Certificate Trustee (in its individual or in its trustee capacity),
            the Trust, Agent, the Securities Intermediary or any Participant
            that is in breach of such Person's covenants or agreements under the
            Operative Documents.

                  "Loan Documents" shall mean the Loan Agreement, the Notes, the
            Assignment of Lease and Rent, the Cash Collateral Agreement, the
            Control Agreement and all documents and instruments executed and
            delivered in connection with each of the foregoing.

                  "Operative Documents" shall mean, as the context requires:

                  (1)   the Participation Agreement;

                  (2)   the Trust Agreement;

                  (3)   the Lease;

                  (4)   each Lease Supplement;

                  (5)   Assignment of Lease and Rent;

                  (6)   each Assignment of Lease and Rent Supplement;

                  (7)   the Loan Agreement;

                  (8)   the Notes;

                  (9)   the Certificates;

                  (10)  the Cash Collateral Agreement; and

                  (11)  the Control Agreement.

                  "Required Lenders" shall mean, as of the date of the
            determination, subject to Section 9.5 of the Participation



                                      -7-
<PAGE>

            Agreement, Lenders holding Notes representing at least 51% of the
            unpaid principal amount of all Loans.

                  "Required Participants" shall mean, as of the date of the
            determination, subject to Section 9.5 of the Participation
            Agreement, Participants holding Notes and/or Certificates
            representing at least 51% of the outstanding Lease Balance.

      Section 2.10. The following shall be added as new definitions in
alphabetical order to Annex I to the Participation Agreement:

                  "Assignment Agreement" shall mean the Assignment Agreement
            dated as of September 28, 2001 between the assignors and assignees
            named therein.

                  "Bank Credit Agreement" shall mean the Credit Agreement dated
            as of September 28, 2001 among Lessee, as Borrower, Bank of America
            N.A., as Administrative Agent and the other lenders party thereto.

                  "Cash Collateral" means certificates of deposit having a final
            maturity from the date of issuance of not more than (i) 30 days
            during the Interim Term and (ii) 90 days during the Base Term,
            issued by any commercial bank incorporated under the laws of the
            United States of America or any state thereof or the District of
            Columbia, which bank is a member of the Federal Reserve System, has
            a combined capital and surplus of not less than $500,000,000 and
            with a senior unsecured debt credit rating of at least "Aa3" by
            Moody's and "AA-" by S & P and is otherwise acceptable to all of the
            Participants.

                  "Cash Collateral Account" is defined in Section 1.1(a) to the
            Cash Collateral Agreement.

                  "Cash Collateral Agreement" means the Assignment of Cash
            Collateral Account dated as of September 28, 2001 executed by Lessee
            in favor of Certificate Trustee.

                  "Control Agreement" means that certain Control Agreement dated
            as of September 28, 2001 among the Securities Intermediary, the
            Lessee and the Certificate Trustee.

                  "LSI" means LSI Logic Corporation solely in its capacity as a
            Participant under the Loan Agreement and as a holder of Notes.




                                      -8-
<PAGE>

                  "Required Cash Collateral Amount" is defined in Section
            5.3(b)(i) of the Participation Agreement.

                  "Securities Intermediary" means Fleet National Bank, in its
            capacity as Securities Intermediary pursuant to the Cash Collateral
            Agreement, or its successors and permitted assigns.

                  "Surplus Collateral" is defined in Section 5.3(b)(iii) of the
            Participation Agreement.

      Section 2.11. Annex I of the Participation Agreement is amended by
deleting the definitions of "Consolidated CMLTD", "Consolidated Tangible Net
Worth", "Consolidated Total Debt", "Net Proceeds" and "Total Capital" contained
in Annex I of the Participation Agreement.

      Section 2.12. Each of Schedules I-A, I-B and II to the Participation
Agreement shall be and is hereby amended in its entirety in the form set forth
hereto as Schedule I-A, I-B and II.

      Section 2.13. Schedule III to the Participation Agreement shall be and is
hereby amended by adding the Equipment described hereto on Schedule III.

      Section 2.14. Article II of the Participation Agreement shall be and is
hereby amended by adding new Sections 2.19 and 2.20 to read as follows:

                  "2.19. Right to Purchase following Event of Default. At any
            time following the fifth Business Day after the occurrence of a
            Lease Event of Default (without regard to any waiver thereof or any
            amendment or modification relating thereto or in contemplation
            thereof), (a) any holder of a Certificate (for purposes of this
            Section 2.19, the "Purchasing Certificate Holder") may require that
            (i) all, but not less than all, of the Lenders (other than LSI) sell
            their Notes and Commitments to the Purchasing Certificate Holder for
            an amount equal to the outstanding principal amount of such Notes
            plus accrued Interest up to and including the date of such sale and
            (ii) all, but not less than all, of the holders of Certificates
            other than the Purchasing Certificate Holder sell their Certificates
            and Commitments to the Purchasing Certificate Holder for an amount
            equal to the outstanding principal amount of such Certificates plus
            accrued Yield up to and including the date of such sale; and (b) any
            Lender other than LSI (for purposes of this Section 2.19, the
            "Purchasing Lender") may require that (i) all, but not less than
            all, of the other Lenders (other than LSI) sell their Notes and
            Commitments to such Purchasing Lender for an amount equal to the
            outstanding principal amount of such Notes plus accrued Interest up
            to and including the date of such sale and (ii) all, but not less
            than all, of the holders of Certificates sell their



                                      -9-
<PAGE>

            Certificates and Commitments to the Purchasing Lender for an amount
            equal to the outstanding principal amount of such Certificates plus
            accrued Yield up to and including the date of such sale.

                  Section 2.20 Sixty Day Right to Purchase. For a period of
            sixty days after September 28, 2001 Banc of America Leasing &
            Capital, LLC/Bank of America, N.A. (for purposes of this Section
            2.20, the "Purchaser") and Fleet National Bank (for purposes of this
            Section 2.20, together with its successors and assigns, including
            any subsequent assignee hereunder, the "Seller") agree that
            Purchaser shall have the right, at its sole option, to purchase, and
            Seller shall have the obligation to sell, all Notes held by Seller
            for an amount equal to the outstanding principal amount of such
            Notes plus accrued Interest up to and including the date of such
            sale."

      Section 2.15. Section 9.5(a) of the Participation Agreement shall be and
is hereby amended by adding, at the end of such Section 9.5(a) after the word
"Documents", the following:

            "or modify or waive any provision of any Operative Document relating
            to the Cash Collateral"

SECTION 3. AMENDMENTS TO LOAN AGREEMENT.

      Section 3.1. Section 2.8 of the Loan Agreement shall be and is hereby
amended in its entirety to read as follows:

                  "Section 2.8. Pro Rata Treatment and Payments. Except as
            otherwise set forth in Article III, each payment (including each
            prepayment) by Borrower on account of principal of and interest on
            the Loans shall be made pro rata to the Lenders according to the
            outstanding principal amount of the Loans held by each Lender. All
            payments (including prepayments) to be made by Borrower hereunder
            and under the Notes shall be made without set-off or counterclaim,
            except in the case of any Notes held by LSI which, regardless of the
            adequacy of any collateral, may be set-off against Rent owed by
            Lessee, and shall be made to Agent, for the account of the Lenders,
            at Agent's office referred to in Schedule II of the Participation
            Agreement, in lawful money of the United States of America and in
            immediately available funds. Agent shall distribute such payments to
            each Lender pursuant to the payment instructions set forth in
            Schedule II of the Participation Agreement, promptly upon receipt in
            like funds as received."



                                      -10-
<PAGE>

      Section 3.2. Section 2.10 of the Loan Agreement shall be and is hereby
amended in its entirety to read as follows:

                  "Section 2.10. Payment from Trust Estate Only All payments to
            be made by Borrower in respect of the Loans and under this Loan
            Agreement shall be made only from the income and the proceeds from
            the Trust Estate and only to the extent that Borrower has received
            sufficient income or proceeds from the Trust Estate (including
            payments made by Lessee directly to Agent pursuant to Section 2.6(b)
            of the Participation Agreement) to make such payments in accordance
            with the terms of Article III, provided that, regardless of the
            adequacy of any collateral, the Agent may set-off amounts due on any
            Notes held by LSI against Rent due from Lessee under the Lease. Each
            Lender agrees that it will look solely to the income and proceeds
            from the Trust Estate to the extent available for distribution to
            such Lender as herein provided and that none of Borrower, any
            Certificate Purchaser or Agent is or shall be personally liable to
            any Lender for any amount payable hereunder or under any Note
            (except as provided in Section 7.10 hereof)."

      Section 3.3. Article III of the Loan Agreement shall be and is hereby
amended by adding thereto a new Section 3.8 and Section 3.9 to read as follows:

                  "Section 3.8. Cash Collateral. Notwithstanding any provision
            to the contrary contained in any Operative Document, no Cash
            Collateral shall be allocated or used to pay any amounts owed to LSI
            as a Lender or holder of any Note and such Cash Collateral shall be
            applied pursuant to Section 3.3 without regard to LSI as a Lender or
            holder of any Note.

                  "Section 3.9. Distribution and Application of Receipts to LSI.
            Notwithstanding any provision to the contrary contained in any
            Operative Document, no payment of Rent or interest on overdue
            installments of Rent under the Lease or any other monies, amounts,
            collateral or proceeds thereof received by Agent, shall be allocated
            or used to pay any amounts due and payable to LSI as a Lender or
            holder of any Note and such Rent, monies, amounts, collateral and
            proceeds thereof shall be applied pursuant to the applicable
            provisions of Article III without regard to LSI as a Lender or
            holder of any Note, provided, however, that, regardless of the
            adequacy of any collateral, any amount that is due and payable to
            LSI as a Lender or holder of any Notes on any date shall be set off
            against Rent that is due and payable by Lessee under the Lease on
            such date, provided, further, that, notwithstanding anything in the
            foregoing to the contrary, in the event that any one


                                      -11-
<PAGE>

            or more Item(s) of Equipment is being purchased pursuant to Article
            XI or Section 12.1(b) of the Lease and such purchase is being
            effected by or on behalf of, and is being funded in full by a third
            party other than Lessee or any Lessee Affiliate and all other
            amounts due and owing by Lessee under the Operative Documents are
            paid in full, the provisions of this Section 3.9 (other than this
            proviso) shall not apply with respect to any amounts paid by such
            third party purchaser."

      Section 3.4. Section 6.2(a) of the Loan Agreement shall be and is hereby
amended in its entirety to read as follows:

            "(a) Upon the occurrence of a Loan Event of Default, (i) if such
            event is a Lease Event of Default under clause (e) or (f) of Section
            9.1 of the Lease, automatically the Loans hereunder (with accrued
            interest thereon) and all other amounts owing under this Loan
            Agreement and the Notes shall immediately become due and payable,
            (ii) if such event is any other Lease Event of Default, with the
            consent of the Required Participants, Agent may, or upon the request
            of the Required Participants, Agent shall, by notice of default to
            Borrower, declare the Loans hereunder (with accrued interest
            thereon) and all other amounts owing under this Loan Agreement and
            the Notes to be due and payable forthwith, whereupon the same shall
            immediately become due and payable, and (iii) if the Loans hereunder
            (with accrued interest thereon) and all other amounts owing under
            this Loan Agreement and the Notes have become due and payable,
            whether pursuant to the immediately preceding clauses (i) or (ii)
            above, regardless of the adequacy of any collateral, all amounts
            owed to LSI as a Lender hereunder or under any Operative Document
            shall be set-off against Rent owed by Lessee under the Lease."

SECTION 4.  AMENDMENTS TO TRUST AGREEMENT.

      Section 4.1. Article III of the Trust Agreement shall be and is hereby
amended by adding thereto a new Section 3.6 to read as follows:

                  "Section 3.6. Cash Collateral. Notwithstanding any provision
            to the contrary contained in any Operative Document, no Cash
            Collateral shall be used to pay any amounts owed to LSI."


SECTION 5.  AMENDMENTS TO ASSIGNMENT OF LEASE AND RENT AND SECURITY AGREEMENT.

      Section 5.1. The introductory paragraph of Section 2 of the Assignment of
Lease and Rent shall be and is hereby amended in its entirety to read as
follows:



                                      -12-
<PAGE>

            "To secure the obligations of the Assignor under the Loan Agreement
            and the Trust Agreement and the other Operative Documents, the
            Assignor hereby conveys, warrants, mortgages, grants, assigns,
            transfers and sets over to the Agent for the ratable benefit of the
            Participants, except for the Cash Collateral Account which shall not
            secure the obligations of the Notes held by Lessee and shall only
            secure the obligations of the Notes held by Lenders other than
            Lessee, a lien and security interest in all of the Assignor's right,
            title, interest, benefits, powers and privileges in and to all of
            the following described property (including, without limitation,
            each Item of Equipment described in a Supplement to this Assignment,
            as delivered from time to time in the form attached hereto as
            Exhibit A), whether now owned or held or hereafter acquired
            (collectively, "Lessor Collateral"):"

      Section 5.2. Section 2(f) of the Assignment of Lease and Rent shall be and
is hereby amended in its entirety to read as follows:

                  "(f)  all Cash Collateral together with all estate, right,
            title, interest, benefits, powers and privileges of the Assignor
            under the Cash Collateral Account, the Cash Collateral Agreement and
            the Control Agreement and the right to do any and all other things
            whatsoever which the Assignor is or may be entitled to do
            thereunder;"

      Section 5.3. Section 2 of the Assignment of Lease and Rent shall be and is
hereby amended by adding a new Section 2(g) to read as follows:

                  "(g)  all proceeds of the foregoing."

SECTION 6.  REPRESENTATIONS AND WARRANTIES; REAFFIRMATION OF LIEN AND SECURITY
            INTEREST.

      Section 6.1 Representations and Warranties of Lessee. Lessee hereby
represents and warrants to Certificate Trustee, Agent and the Participants that,
after giving effect to the provisions hereunder, the following will be true and
correct on the date hereof:

            (a)   The representations and warranties of Lessee set forth in
      Section 4.1 of the Participation Agreement and in the other Operative
      Documents are true and correct in all material respects as if made on such
      date (except for representations and warranties expressly made as of a
      specified date, which shall be true in all material respects as of such
      date);

            (b)   No Lease Default or Lease Event of Default has occurred and is
      continuing; and


                                      -13-
<PAGE>

            (c)   All of the Operative Documents are in full force and effect.

(Without limiting the scope of the term "Operative Documents", Lessee expressly
acknowledges in making the representations and warranties set forth in this
Section 6.1 that, on and after the date hereof, such term includes this
Amendment, the Cash Collateral Agreement and the Control Agreement.)

      Section 6.2. Representations and Warranties of Certificate Trustee.
Certificate Trustee hereby represents and warrants to Agent, Lessee and the
Participants that, after giving effect to the provisions hereunder, the
following will be true and correct on the date hereof:

            (a)   The representations and warranties of Certificate Trustee set
      forth in Section 4.3 of the Participation Agreement and in the other
      Operative Documents are true and correct in all material respects as if
      made on such date (except for representations and warranties expressly
      made as of a specified date, which shall be true in all material respects
      as of such date);

            (b)   No Loan Event of Default has occurred and is continuing; and

            (c)   All of the Operative Documents are in full force and effect.

(Without limiting the scope of the term "Operative Documents", Certificate
Trustee expressly acknowledges in making the representations and warranties set
forth in this Section 6.2 that, on and after the date hereof, such term includes
this Amendment, the Cash Collateral Agreement and the Control Agreement.)

      Section 6.3. Representations and Warranties of Participants. As of the
date hereof, each Participant represents and warrants, severally and only as to
itself, to each of the other parties to the Participation Agreement that the
representations and warranties of the Participants set forth in Section 4.2 of
the Participation Agreement are true and correct in all material respects as if
made on such date. (Without limiting the scope of the term "Operative
Documents", each Participant expressly acknowledges in making the
representations and warranties set forth in this Section 6.3 that, on and after
the date hereof, such term includes this Amendment, the Control Agreement and
the Cash Collateral Agreement.)

      Section 6.4. Representations and Warranties of Agent. As of the date
hereof, Agent, in its capacity, represents and warrants to the Participants
that, after giving effect to the provisions hereunder (and with respect to
Section 4.4(f), as to the Cash Collateral and the Cash Collateral Account as
well as the Items of Equipment), the representations and warranties of the Agent
set forth in Section 4.4 of the Participation Agreement are true and correct in
all material respects as if made on such date. (Without limiting the scope of
the term "Operative Documents", Agent expressly acknowledges in making the
representations and warranties set forth in this Section 6.4 that, on and after
the date hereof, such term includes this Amendment, the Control Agreement and
the Cash Collateral Agreement.)


                                      -14-
<PAGE>

      Section 6.5. Reaffirmation of Lien and Security Interest of Lessee. Lessee
hereby reaffirms its grant of a lien and security interest to the Certificate
Trustee in the Lessee Collateral as set forth in the Lease and as amended
pursuant hereto.

      Section 6.6. Reaffirmation of Lien and Security Interest of Certificate
Trustee. The Certificate Trustee hereby reaffirms its grant of a lien and
security interest to the Agent in the Lessor Collateral as set forth in the
Assignment of Lease and Rent and as amended pursuant hereto.

SECTION 7.   CONDITIONS TO EFFECTIVENESS OF THIS OMNIBUS AMENDMENT.

      Section 7.1. This Omnibus Amendment shall not become effective until, and
shall become effective when, each and every one of the following conditions
shall have been satisfied:

            (a)   this Omnibus Amendment, the Assignment Agreement, the Cash
      Collateral Agreement and the Control Agreement shall have been duly
      authorized, executed and delivered by the parties thereto, shall be in
      form and substance satisfactory to each Participant and an executed
      counterpart of each thereof shall have been received by each of the
      Participants, Agent, Certificate Trustee and Lessee; each of the documents
      referred to above shall be in full force and effect as to all parties and
      no Lease Default or Lease Event of Default shall have occurred or be
      continuing;

            (b)   the Required Cash Collateral Amount shall have been deposited
      in the Cash Collateral Account;

            (c)   the assignment of the Notes and Certificates as contemplated
      by the Assignment Agreement shall have been consummated and new Notes and
      Certificates evidencing such assignments shall have been duly issued to
      the Participants in exchange for the surrender of the original Notes and
      Certificates issued on the Document Closing Date;

            (d)   all accrued Interest on the Notes and all accrued Yield on the
      Certificates to, but not including, September 28, 2001 shall have been
      paid to the appropriate Participants by Lessee;

            (e)   each Participant, Agent and Certificate Trustee shall have
      received favorable opinions, in each case, dated September 28, 2001 of (i)
      Ray, Quinney & Nebeker, special counsel to Certificate Trustee, (ii)
      counsel or Assistant General Counsel of Lessee, and (iii) Latham &
      Watkins, special counsel to Lessee, in each case, in form and substance
      reasonably satisfactory to such recipient.

            (f)   the Agent shall have received its processing fee from Lessee
      with respect to the assignments of the Notes and Certificates in an
      aggregate amount equal to $3,500;

            (g)   the Bank Credit Agreement shall have been consummated;



                                      -15-
<PAGE>

            (h)   all UCC financing statements or amendments to existing UCC
      financing statements necessary to perfect the liens and security interests
      granted pursuant to the Operative Documents shall have been prepared,
      executed (to the extent required by law) and held by Agent for filing in
      the appropriate offices or locations;

            (i)   amendments to that certain synthetic lease financing entered
      into among Lessee, ABN AMRO Bank, as Agent for the lessors and
      participants party thereto, shall have been executed and delivered in
      connection therewith and shall be in scope and form satisfactory to the
      Participants;

            (k)   the reasonable fees and expenses of Chapman and Cutler and
      Hinckley, Allen & Snyder LLP shall have been paid;

            (l)   the arrangement fee described in the Engagement Letter dated
      September 13, 2001 shall have been paid by Lessee to the Arranger;

            (m)   All Governmental Actions and other approvals and consents
      required to be taken, given or obtained, as the case may be, by or from
      any Governmental Agency or other Person, that are necessary at such time
      for the performance of the terms hereof or any other Operative Document as
      amended hereby shall have been taken, given or obtained, as the case may
      be, shall be in full force and effect and shall not be subject to any
      pending proceedings or appeals (administrative, judicial or otherwise),
      except for any Governmental Action, consent, approval or authorization the
      failure to obtain which, or the appeal of or further procedures with
      respect to which, would not reasonably be expected to have a Material
      Adverse Effect; and

            (n)   Agent shall have received (x) a certificate of the Secretary
      or Assistant Secretary of Lessee and Certificate Trustee attaching and
      certifying as to: (i) the corporate authority for the execution, delivery
      and performance by Lessee or Certificate Trustee, as the case may be, of
      each Operative Document to which it is or will be a party, (ii) its
      organizational documents, (iii) its by-laws, and (iv) the incumbency and
      signature of persons authorized to execute and deliver such documents on
      behalf of Lessee or Certificate Trustee, as the case may be, and (y) a
      good standing certificate from the appropriate Governmental Agency as to
      the good standing of Lessee or Certificate Trustee, as the case may be, in
      its jurisdiction of formation.

Upon the satisfaction to the Participants (other than the Lessee) of all of the
foregoing, this Omnibus Amendment shall become effective.

SECTION 8.  MISCELLANEOUS.

      Section 8.1. This Omnibus Amendment shall be construed in connection with
and as part of each of the Operative Documents, and except as modified and
expressly amended by this Omnibus Amendment, all terms, conditions and covenants
contained in the Operative Documents are hereby ratified and shall be and remain
in full force and effect. The execution, delivery and effectiveness of this
Omnibus Amendment shall not, except as expressly provided



                                      -16-
<PAGE>

herein, operate as a waiver of any right, power, or remedy of Certificate
Trustee, Agent or the Participants, nor constitute a waiver of any provision of
any Operative Document.

      Section 8.2. Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Omnibus Amendment may refer to the Operative Documents without making specific
reference to this Omnibus Amendment but nevertheless all such references shall
include this Omnibus Amendment unless the context otherwise requires.

      Section 8.3. The descriptive headings of the various Sections or parts of
this Omnibus Amendment are for convenience only and shall not affect the meaning
or construction of any of the provisions hereof.

      Section 8.4. THIS OMNIBUS AMENDMENT HAS BEEN DELIVERED IN, AND SHALL IN
ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF, THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
OF SUCH STATE.

      Section 8.5. This Omnibus Amendment shall be binding upon and inure to the
benefit of Lessee, Certificate Trustee, Agent and the Participants and their
respective permitted successors and assigns. All references in this Omnibus
Amendment to any Person shall be deemed to include all successors and assigns of
such Person.

      Section 8.6. The execution hereof by you shall constitute a contract
between us for the uses and purposes hereinabove set forth, and this Omnibus
Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.



                            [Signature pages follow]




                                      -17-
<PAGE>

           IN WITNESS WHEREOF, Lessee, Certificate Trustee, Agent and the
Participants have caused this Third Amendment to Participation Agreement and
Omnibus Amendment to Operative Documents to be executed as of the day and year
first above written.



LESSEE:                              LSI LOGIC CORPORATION

                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________


CERTIFICATE TRUSTEE:                 WELLS FARGO BANK NORTHWEST, NATIONAL
                                       ASSOCIATION (f/k/a First Security Bank,
                                       National Association), not in its
                                       individual capacity but solely as
                                       Certificate Trustee

                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________


AGENT:                               WELLS FARGO BANK NEVADA, NATIONAL
                                       ASSOCIATION (f/k/a First Security Trust
                                       Company of Nevada), not in its individual
                                       capacity but solely as Agent


                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________


PARTICIPANTS:                        BANC OF AMERICA LEASING & CAPITAL, LLC

                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________



                                      -18-
<PAGE>

                                     FLEET NATIONAL BANK

                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                     LSI LOGIC CORPORATION

                                     By:________________________________________
                                         Name:__________________________________
                                         Title:_________________________________






                                      -19-
<PAGE>

                                                                    SCHEDULE I-A
                                                      TO PARTICIPATION AGREEMENT

                       CERTIFICATE PURCHASERS' COMMITMENTS

<TABLE>
<CAPTION>

        CERTIFICATE PURCHASERS                                COMMITMENT AMOUNTS
        ----------------------                                ------------------
<S>                                                              <C>
Banc of America Leasing & Capital, LLC                           $  7,410,600

Total Certificate Purchaser's Commitments                        $  7,410,600

Total Loan Commitments                                           $172,589,400

TOTAL COMMITMENT                                                 $180,000,000
</TABLE>



                              COMMITMENT PERCENTAGE

<TABLE>
<CAPTION>
                                                              Noneligible Accrued Amounts
                                                                 COMMITMENT PERCENTAGE
                                              Commitment      ---------------------------
                                              Percentage
         CERTIFICATE PURCHASERS               ----------
         ----------------------
<S>                                           <C>                    <C>
Banc of America Leasing & Capital, LLC              100%                   100%

Total Certificate Purchaser's Commitment        3.00000%             100.00000%

Total Loan Commitments                         97.00000%
                                              ---------
TOTAL COMMITMENT                              100.00000%
</TABLE>



<PAGE>

                                                                    Schedule I-B
                                                      TO PARTICIPATION AGREEMENT

                              LENDERS' COMMITMENTS

<TABLE>
<CAPTION>

                                                        COMMITMENT
                  LENDERS                                 AMOUNTS
                  -------                               -----------

<S>                                                    <C>
Fleet National Bank                                    $ 21,317,400
LSI Logic Corporation                                  $151,272,000
                                                       ------------

Total Loan Commitments                                 $172,589,000

Total Certificate Purchaser's Commitments              $  7,410,600

TOTAL COMMITMENT                                       $180,000,000
</TABLE>



<TABLE>
<CAPTION>
                 LENDERS                                       COMMITMENT
                 -------                                       PERCENTAGE
                                                               ----------
<S>                                                             <C>
Fleet National Bank                                             11.97831%
LSI Logic Corporation                                           85.02169%

Total Loan Commitment Percentage                                97.00000%

Total Certificate Purchaser's Commitment Percentage              3.00000%

TOTAL COMMITMENT PERCENTAGE                                    100.00000%
</TABLE>



<PAGE>




                                                                    SCHEDULE II
                                                     TO PARTICIPATION AGREEMENT


                   NOTICE INFORMATION AND PAYMENT INSTRUCTIONS

           LESSEE AND LENDER

           LSI Logic Corporation
           1551 McCarthy Blvd.
           Milpitas, California  95035
           Contact:     Anita Prasad, Vice President -- Treasury & Tax
           Telephone:   (408) 433-8000
           Fax:         (408) 433-6896

           Wire Instructions:
           Bank of America
           ABA#  121-000-358
           Account Name:  LSI Logic Corporation
           Account No.:  12335 01388
           Notify Tanu Mahajan at (408) 433-4033 when sent.



<PAGE>

           CERTIFICATE TRUSTEE

           Wells Fargo Bank Northwest, National Association
           79 South Main, 3rd Floor
           Salt Lake City, Utah  84111
           Attn:  Nancy Dahl/Vice President
           Telephone:  801-246-5630
           Fax:        801-246-5053
           Email:      nancy.m.dahl@wellsfargo.com

           BUSINESS CONTACT:

           Wells Fargo Bank Northwest, National Association
           79 South Main, 3rd Floor
           Salt Lake City, Utah  84111
           Attn:  Nancy Dahl/Vice President
           Telephone:  801-246-5630
           Fax:        801-246-5053
           Email:      nancy.m.dahl@wellsfargo.com

           AGENT

           Wells Fargo Bank Nevada, National Association
           79 South Main Street, 3rd Floor
           Salt Lake City, Utah  84111
           Attention:  DeAnn Madsen/Trust Officer
           Phone:     801-246-5630
           Fax:       801-246-5053
           Email:     deann.madsen@wellsfargo.com

           PAYMENT/WIRING INSTRUCTIONS:

           Wells Fargo Bank Northwest, National Association
           79 South Main Street
           Salt Lake City, Utah  84111
           ABA Routing #  121-000-248
           Account #051-0922115
           Reference: LSI Logic



                                      -2-
<PAGE>

           CERTIFICATE HOLDER

           BANC OF AMERICA LEASING & CAPITAL, LLC

           Address for All required Documentation and Financial Information

           555 California Street, 4th Floor
           San Francisco, CA  94104

           CREDIT CONTACTS

           PRIMARY:

           Gino Verza
           555 California Street, 4th Floor
           San Francisco, CA  94104
           Telephone:  415-765-7496
           Facsimile:  415-765-7418
           E-mail:  Gino.e.verza@bankofamerica.com

           BACK-UP:

           Bob Stark
           555 California Street, 4th Floor
           San Francisco, CA  94104
           Telephone:  415-765-7409
           Facsimile:  415-765-7353
           E-mail:  Robert.Stark@bankofamerica.com

           ADMINISTRATIVE CONTACTS

           Anita Garfagnoli
           555 California Street, 4th Floor
           San Francisco, CA  94104
           Telephone:  415-765-1803
           Facsimile:  415-765-7373
           E-mail:  Anita.l.garfagnoli@bankofamerica.com

           PAYMENT/WIRE INSTRUCTIONS

           Bank of America, NA (San Francisco, CA)
           ABA No.:  121-000-358
           Account No.:  12578-03258
           Account Name:  BA Leasing & Capital, LLC
           Attention:  Controller
           Ref:  LSI Logic Corporation




                                      -3-
<PAGE>

           LENDER

           FLEET NATIONAL BANK

           Address for All required Documentation and Financial Information

           100 Federal Street
           Boston, MA  02110

           CREDIT CONTACTS

           PRIMARY:

           Lee A. Merkle-Raymond
           435 Tasso Street, Suite 250
           Palo Alto, CA  94301
           Telephone:  650-470-4130
           Facsimile:  650-853-1425
           E-mail:  lee_a_merkle-raymond@fleet.com

           ADMINISTRATIVE CONTACTS

           Technology Loan Administrator
           100 Federal Street
           Boston, MA  02110
           Telephone:  617-434-4218
           DE 100-09H

           PAYMENT/WIRE INSTRUCTIONS

           Fleet National Bank
           ABA No.:  011000138
           Account No.:  1510351-66156
           Account Name:  LA Suspense
           Ref:  LSI Logic Corporation




                                      -4-
<PAGE>

                                  SCHEDULE III

                              LSI LOGIC CORPORATION
               2001 BANK OF AMERICA SYNTHETIC LEASE EQUIPMENT LIST
                          ADDITIONAL EQUIP. AUG-SEPT 01

<TABLE>
<CAPTION>


                 EQUIPMENT         MANUFACTURER          OTHER                                  DELIVERY    INTERNAL
 LOCATION       DESCRIPTION           MODEL           DESCRIPTION       PO #         SERIAL #     DATE       ORDER #
-----------------------------------------------------------------------------------------------------------------------
<S>            <C>                 <C>                <C>            <C>             <C>        <C>          <C>
Gresham        IPEC 776 W          SPEEDFAM-IPEC                     4500019464-3     SN 111     2/16/01     6960742

Gresham        Alliance Contact    LAM                               4500034666-10                           6961166
                 Via 4520

Gresham        Alloy Furnace       ASML                              4500036032-1                 4/9/01     6605091

Gresham        Alliance NitSpcr    LAM                               4500034666-3                 4/9/01     6961165
                Etcher 9400

Gresham        Add CVD TiN         APPLIED MATERIALS                 4501009529-1                5/31/01     6960712
                Chambers

Gresham        ResMap              CREATIVE DESIGN                   4501004829-1                 7/6/01     6605175
                                    ENGINEERING

Gresham        ASML                ASML                              4500032492-9                8/10/01     6961179
                PAS5500/400C
                I-LINE
                SCANNER STP

Gresham        ES20 SEM            KLA-Tencor                        4501018992-1                            6961167
                Inspect W/ ADC
                Upgrade
</TABLE>





<TABLE>
<CAPTION>
                  FORECASTED      PERMITTED                      FORECASTED                    PERMITTED
                 ACQUISITION    INSTALLATION     FORECASTED      DELIVERY    ACQUISITION     INSTALLATION     PURCHASE DATE
 LOCATION           COST            COST         TOTAL COST        DATE         COST            COST        APPRAISAL VALUE
---------------------------------------------------------------------------------------------------------------------------
<S>             <C>             <C>             <C>               <C>        <C>                <C>           <C>
Gresham         3,013,724.24       400,000      3,413,724.24      2/1/01     3,027,255.63       400,000       3,427,255.63

Gresham         3,961,609.50    480,000.00      4,441,609.50      3/1/01     3,934,840.44       480,000       4,414,840.44

Gresham         1,008,638.10    176,000.00      1,184,638.10      4/1/01       832,730.67       176,000       1,008,730.67

Gresham         3,640,039.65    550,000.00      4,190,039.65      4/1/01     4,240,400.50       550,000       4,790,400.50

Gresham         1,126,664.00       100,000      1,226,664.00      5/1/01       952,240.70       100,000       1,052,240.70

Gresham           114,972.00        15,000        129,972.00      7/1/01       135,175.54        15,000         150,175.54

Gresham         5,000,000.00       440,000      5,440,000.00      8/1/01     4,502,909.13       220,000       4,722,909.13

Gresham         6,300,000.00    150,000.00      6,450,000.00      1/1/02
                --------------------------------------------
                                               26,476,647.49
</TABLE>



                                        8