<PAGE>

                                                                     EXHIBIT 4.6

                          CREDIT AND GUARANTY AGREEMENT

                          DATED AS OF DECEMBER 23, 2002

                                      AMONG

                            SANMINA-SCI CORPORATION,

                CERTAIN SUBSIDIARIES OF SANMINA-SCI CORPORATION,
                                 AS GUARANTORS,

                                VARIOUS LENDERS,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
 AS LEAD ARRANGER, SOLE BOOK RUNNER, SYNDICATION AGENT AND ADMINISTRATIVE AGENT,

                                       AND

                         LASALLE BUSINESS CREDIT, INC.,
                   AS COLLATERAL AGENT AND DOCUMENTATION AGENT

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

                  $275.0 MILLION SENIOR SECURED CREDIT FACILITY

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

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
SECTION 1.  DEFINITIONS AND INTERPRETATION...........................................................    1
         1.1.   Definitions..........................................................................    2
         1.2.   Accounting Terms.....................................................................   30
         1.3.   Interpretation, etc..................................................................   31
SECTION 2.  LOANS....................................................................................   31
         2.1.   Tranche B Term Loans.................................................................   31
         2.2.   Pro Rata Shares; Availability of Funds...............................................   32
         2.3.   Use of Proceeds......................................................................   32
         2.4.   Evidence of Debt; Register; Lenders' Books and Records; Tranche B Term Loan Notes....   33
         2.5.   Interest on Loans....................................................................   33
         2.6.   Conversion/Continuation..............................................................   35
         2.7.   Default Interest.....................................................................   35
         2.8.   Fees.................................................................................   36
         2.9.   Scheduled Payments...................................................................   36
         2.10.  Voluntary Prepayments................................................................   37
         2.11.  Mandatory Prepayments................................................................   39
         2.12.  Application of Prepayments...........................................................   40
         2.13.  General Provisions Regarding Payments................................................   40
         2.14.  Ratable Sharing......................................................................   42
         2.15.  Making or Maintaining Eurodollar Rate Loans..........................................   42
         2.16.  Increased Costs; Capital Adequacy....................................................   44
         2.17.  Taxes; Withholding, etc..............................................................   45
         2.18.  Obligation to Mitigate...............................................................   47
         2.19.  Removal or Replacement of a Lender...................................................   47
         2.20.  Incremental Facilities...............................................................   48
SECTION 3.  CONDITIONS PRECEDENT.....................................................................   49
         3.1.   Closing Date.........................................................................   49
         3.2.   Conditions to Each Loan..............................................................   54
SECTION 4.  REPRESENTATIONS AND WARRANTIES...........................................................   54
         4.1.   Organization; Requisite Power and Authority; Qualification...........................   54
         4.2.   Capital Stock and Ownership..........................................................   55
         4.3.   Due Authorization....................................................................   55
         4.4.   No Conflict..........................................................................   55
         4.5.   Governmental Consents................................................................   55
         4.6.   Binding Obligation...................................................................   55
         4.7.   Historical Financial Statements......................................................   56
         4.8.   Projections..........................................................................   56
         4.9.   No Material Adverse Change...........................................................   56
         4.10.  No Restricted Junior Payments........................................................   56
         4.11.  Adverse Proceedings, etc.............................................................   56
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                    <C>
         4.12.  Payment of Taxes.....................................................................   56
         4.13.  Properties...........................................................................   57
         4.14.  Environmental Matters................................................................   57
         4.15.  No Defaults..........................................................................   58
         4.16.  Material Contracts...................................................................   58
         4.17.  Governmental Regulation..............................................................   58
         4.18.  Margin Stock.........................................................................   58
         4.19.  Employee Matters.....................................................................   59
         4.20.  Employee Benefit Plans...............................................................   59
         4.21.  Certain Fees.........................................................................   60
         4.22.  Solvency.............................................................................   60
         4.23.  Senior Secured Note Documents........................................................   60
         4.24.  Compliance with Statutes, etc........................................................   60
         4.25.  Disclosure...........................................................................   61
         4.26.  Senior Indebtedness..................................................................   61
SECTION 5.  AFFIRMATIVE COVENANTS....................................................................   61
         5.1.   Financial Statements and Other Reports...............................................   61
         5.2.   Existence............................................................................   65
         5.3.   Payment of Taxes and Claims..........................................................   65
         5.4.   Maintenance of Properties............................................................   65
         5.5.   Insurance............................................................................   65
         5.6.   Inspections; Maintaining Books and Records...........................................   66
         5.7.   Lenders Meetings.....................................................................   66
         5.8.   Compliance with Laws.................................................................   66
         5.9.   Environmental........................................................................   67
         5.10.  Subsidiaries.........................................................................   68
         5.11.  Real Estate Assets...................................................................   69
         5.12.  Interest Rate Protection.............................................................   69
         5.13.  Further Assurances...................................................................   70
         5.14.  Senior Indebtedness..................................................................   70
         5.15.  Funding of Restricted Accounts.......................................................   70
SECTION 6.  NEGATIVE COVENANTS.......................................................................   70
         6.1.   Indebtedness.........................................................................   71
         6.2.   Liens................................................................................   73
         6.3.   Equitable Lien.......................................................................   76
         6.4.   No Further Negative Pledges..........................................................   76
         6.5.   Restricted Junior Payments...........................................................   76
         6.6.   Restrictions on Subsidiary Distributions.............................................   77
         6.7.   Investments..........................................................................   78
         6.8.   Financial Covenants..................................................................   79
         6.9.   Fundamental Changes; Disposition of Assets; Acquisitions.............................   81
         6.10.  Disposal of Subsidiary Interests.....................................................   83
         6.11.  Sales and Lease-Backs................................................................   83
         6.12.  Transactions with Shareholders and Affiliates........................................   83
</TABLE>

                                        3

<PAGE>

<TABLE>
<S>                                                                                                    <C>
         6.13.  Conduct of Business..................................................................   84
         6.14.  Amendments or Waivers of with respect to Subordinated Indebtedness...................   84
         6.15.  Fiscal Year..........................................................................   84
SECTION 7.  GUARANTY.................................................................................   84
         7.1.   Guaranty of the Obligations..........................................................   84
         7.2.   Contribution by Guarantors...........................................................   84
         7.3.   Payment by Guarantors................................................................   85
         7.4.   Liability of Guarantors Absolute.....................................................   85
         7.5.   Waivers by Guarantors................................................................   87
         7.6.   Guarantors' Rights of Subrogation, Contribution, etc.................................   88
         7.7.   Subordination of Other Obligations...................................................   89
         7.8.   Continuing Guaranty..................................................................   89
         7.9.   Authority of Guarantors or Company...................................................   89
         7.10.  Financial Condition of Company.......................................................   89
         7.11.  Bankruptcy, etc......................................................................   90
         7.12.  Discharge of Guaranty Upon Sale of Guarantor.........................................   90
SECTION 8.  EVENTS OF DEFAULT........................................................................   91
         8.1.   Events of Default....................................................................   91
SECTION 9.  AGENTS...................................................................................   93
         9.1.   Appointment of Agents................................................................   93
         9.2.   Powers and Duties....................................................................   94
         9.3.   General Immunity.....................................................................   94
         9.4.   Agents Entitled to Act as Lender.....................................................   95
         9.5.   Lenders' Representations, Warranties and Acknowledgment..............................   95
         9.6.   Right to Indemnity...................................................................   95
         9.7.   Successor Administrative Agent.......................................................   96
         9.8.   Collateral Documents and Guaranty....................................................   96
SECTION 10. MISCELLANEOUS............................................................................   97
         10.1.  Notices..............................................................................   97
         10.2.  Expenses.............................................................................   97
         10.3.  Indemnity............................................................................   98
         10.4.  Set-Off..............................................................................   99
         10.5.  Amendments and Waivers...............................................................   99
         10.6.  Successors and Assigns; Participations...............................................  101
         10.7.  Independence of Covenants............................................................  103
         10.8.  Survival of Representations, Warranties and Agreements...............................  104
         10.9.  No Waiver; Remedies Cumulative.......................................................  104
         10.10. Marshalling; Payments Set Aside......................................................  104
         10.11. Severability.........................................................................  104
         10.12. Obligations Several; Independent Nature of Lenders' Rights...........................  104
         10.13. Headings.............................................................................  105
         10.14. APPLICABLE LAW.......................................................................  105
         10.15. CONSENT TO JURISDICTION..............................................................  105
</TABLE>

                                       4

<PAGE>

<TABLE>
<S>                                                                                                    <C>
         10.16. WAIVER OF JURY TRIAL.................................................................  105
         10.17. Confidentiality......................................................................  106
         10.18. Usury Savings Clause.................................................................  106
         10.19. Counterparts.........................................................................  107
         10.20. Effectiveness........................................................................  107
</TABLE>

<TABLE>
<S>               <C>      <C>
APPENDICES:       A        Tranche B Term Loan Commitments
                  B        Notice Addresses

SCHEDULES:        1.01     Inactive Real Estate Assets
                  3.1(h)   Initial Mortgaged Properties
                  5.11     Post Closing Real Estate Asset Deliverables
                  6.8(d)   Historical Numbers

EXHIBITS:         A-1      Funding Notice
                  A-2      Conversion/Continuation Notice
                  B        Tranche B Term Loan Note
                  C        Compliance Certificate
                  D-1      Opinions of U.S. Counsel
                  D-2      Opinions of Foreign Counsel
                  E        Assignment Agreement
                  F        Certificate Re Non-bank Status
                  G-1      Closing Date Certificate
                  G-2      Solvency Certificate
                  H        Counterpart Agreement
                  I        Pledge and Security Agreement
                  J        Mortgage
                  K        Landlord Waiver and Consent Agreement
                  L        Borrowing Base Certificate
                  M        Intercompany Note
                  N        Interco Subordination Agreement
                  O        Intercreditor Agreement
                  P        Joinder Agreement
                  Q        Joinder to Intercreditor Agreement
</TABLE>

                                       5

<PAGE>

                          CREDIT AND GUARANTY AGREEMENT

         This CREDIT AND GUARANTY AGREEMENT, dated as of December 23, 2002, is
entered into by and among SANMINA-SCI CORPORATION, a Delaware corporation
("COMPANY"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Lead
Arranger, Sole Book Runner, and as Syndication Agent (in such capacities,
"SYNDICATION AGENT"), and as Administrative Agent (together with its permitted
successors in such capacity, "ADMINISTRATIVE AGENT"), LASALLE BUSINESS CREDIT,
INC. ("LASALLE"), as Collateral Agent (together with its permitted successors in
such capacity, "COLLATERAL AGENT") and as Documentation Agent (in such capacity,
"DOCUMENTATION AGENT").

                                    RECITALS:

         WHEREAS, capitalized terms used in these Recitals shall have the
respective meanings set forth for such terms in Section 1.1 hereof;

         WHEREAS, Lenders have agreed to extend certain credit facilities to
Company, consisting of $275.0 million aggregate principal amount of Tranche B
Term Loans, the proceeds of which will be used to refinance existing
Indebtedness of Company and its Subsidiaries and for working capital and general
corporate purposes;

         WHEREAS, Company has agreed to secure all of its Obligations by
granting to Collateral Agent, for the benefit of Secured Parties, a First
Priority Lien on substantially all of its assets, including a pledge of all of
the Capital Stock of each of its Subsidiaries; provided that pledges of Capital
Stock of Foreign Subsidiaries will be limited to 65% of the voting Capital Stock
of Foreign Subsidiaries held directly by Company or any of its Domestic
Subsidiaries of Company and shall not be required to the extent Collateral Agent
otherwise determines in its reasonable discretion (after consultation with
Company) that any such pledge is not commercially feasible; and

         WHEREAS, Guarantors have agreed to guarantee the obligations of Company
hereunder and to secure their respective Obligations by granting to Collateral
Agent, for the benefit of Secured Parties, a First Priority Lien on
substantially all of their respective assets, including a pledge of all of the
Capital Stock of each of their respective Subsidiaries; provided that (i)
pledges of Capital Stock of Foreign Subsidiaries will be limited to 65% of the
voting Capital Stock of Foreign Subsidiaries held directly by any Guarantor and
shall not be required to the extent the Collateral Agent otherwise determines in
its reasonable discretion (after consultation with the Company) that any such
pledge is not commercially feasible, and (ii) no Foreign Subsidiary of Company
shall be required to pledge its assets.

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

SECTION 1.  DEFINITIONS AND INTERPRETATION

<PAGE>

         1.1.     DEFINITIONS. The following terms used herein, including in
the preamble, recitals, exhibits and schedules hereto, shall have the following
meanings:

                           "ACCOUNTS" means all of Company's and each
Guarantor's now owned or hereafter acquired or arising accounts, as defined in
the UCC.

                           "ACQUISITION EQUITY" means Capital Stock, and
proceeds from the issuance of Capital Stock, used to fund Permitted
Acquisitions, in an amount not to exceed $75.0 million in the aggregate from the
Closing Date to any date of determination.

                           "ADDITIONAL ASSETS" means (i) any Property (other
than Cash, Cash Equivalents and securities) to be owned by Company or any of its
Subsidiaries and used in a Permitted Business, (ii) Capital Stock of a Person
that becomes a Subsidiary as a result of the acquisition of such Capital Stock
by Company or another Subsidiary from any Person other than Company or an
Affiliate of Company; provided however, that, in the case of this clause (ii),
such Subsidiary is primarily engaged in a Permitted Business, and (iii) any
Investment permitted under Section 6.7.

                           "ADJUSTED EURODOLLAR RATE" means, for any Interest
Rate Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by dividing (and rounding upward to the next
whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by Administrative Agent to be the
offered rate which appears on the page of the Telerate Screen which displays an
average British Bankers Association Interest Settlement Rate (such page
currently being page number 3740 or 3750, as applicable) for deposits (for
delivery on the first day of such period) with a term equivalent to such period
in Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (b) in the event the rate referenced
in the preceding clause (a) does not appear on such page or service or if such
page or service shall cease to be available, the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be
the offered rate on such other page or other service which displays an average
British Bankers Association Interest Settlement Rate for deposits (for delivery
on the first day of such period) with a term equivalent to such period in
Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (c) in the event the rates referenced
in the preceding clauses (a) and (b) are not available, the rate per annum
(rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to
first class banks in the London interbank market by GSCP for deposits (for
delivery on the first day of the relevant period) in Dollars of amounts in same
day funds comparable to the principal amount of the applicable Loan of
Administrative Agent, in its capacity as a Lender, for which the Adjusted
Eurodollar Rate is then being determined with maturities comparable to such
period as of approximately 11:00 a.m. (London, England time) on such Interest
Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the
Applicable Reserve Requirement.

                           "ADMINISTRATIVE AGENT" as defined in the preamble
hereto.

                           "ADVERSE PROCEEDING" means any action, suit,
proceeding (whether administrative, judicial or otherwise), governmental
investigation or arbitration (whether or not purportedly on behalf of

                                       2

<PAGE>

Company or any of its Subsidiaries) at law or in equity, or before or by any
Governmental Authority, domestic or foreign (including any Environmental
Claims), whether pending or, to the knowledge of Company or any of its
Subsidiaries, threatened against Company or any of its Subsidiaries or any
property of Company or any of its Subsidiaries.

                           "AFFECTED LENDER" as defined in Section 2.15(b).

                           "AFFECTED LOANS" as defined in Section 2.15(b).

                           "AFFILIATE" means, as applied to any Person, any
other Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power (i) to vote 10% or more of the
Securities having ordinary voting power for the election of directors of such
Person or (ii) to direct or cause the direction of the management and policies
of that Person, whether through the ownership of voting securities or by
contract or otherwise.

                           "AGENT" means each of Syndication Agent,
Administrative Agent, Collateral Agent and Documentation Agent.

                           "AGGREGATE AMOUNTS DUE" as defined in Section 2.14.

                           "AGGREGATE PAYMENTS" as defined in Section 7.2.

                           "AGREEMENT" means this Credit and Guaranty Agreement,
dated as of December 23, 2002, as it may be amended, supplemented or otherwise
modified from time to time.

                           "APPLICABLE RESERVE REQUIREMENT" means, at any time,
for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including, without limitation, any basic marginal, special,
supplemental, emergency or other reserves) are required to be maintained with
respect thereto against "Eurocurrency liabilities" (as such term is defined in
Regulation D) under regulations issued from time to time by the Board of
Governors of the Federal Reserve System or other applicable banking regulator.
Without limiting the effect of the foregoing, the Applicable Reserve Requirement
shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by
reference to which the applicable Adjusted Eurodollar Rate or any other interest
rate of a Loan is to be determined, or (ii) any category of extensions of credit
or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan
shall be deemed to constitute Eurocurrency liabilities and as such shall be
deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable
Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted
automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.

                           "ASSET SALE" means a sale, lease or sub-lease (as
lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or
other disposition to, or any exchange of property with, any Person (other than
Company or any Guarantor), in one transaction or a series of transactions, of
all or any part of

                                       3

<PAGE>

Company's or any of its Subsidiaries' businesses, assets or properties
of any kind, whether real, personal, or mixed and whether tangible or intangible
(other than cash and Cash Equivalents), whether now owned or hereafter acquired,
including, without limitation, the Capital Stock of any of Company's
Subsidiaries, other than (i) inventory (or other assets) sold or leased in the
ordinary course of business (excluding any such sales by operations or divisions
discontinued or to be discontinued); (ii) sales of other assets for aggregate
consideration of less than $5.0 million with respect to any transaction or
series of related transactions and less than $10.0 million in the aggregate
during any Fiscal Year; (iii) the granting of Permitted Liens; (iv) the
licensing of intellectual property or know-how on commercially reasonable terms
and in the ordinary course of business; (v) the surrender or waiver of
litigation rights or settlement, release or surrender of tort or other
litigation claims of any kind; (vi) disposals of obsolete, worn out or surplus
equipment; (vii) any disposition by a Guarantor to Company or by Company or a
Guarantor to a Guarantor; (viii) any disposition made in accordance with Section
6.5, Section 6.7, Section 6.9(a) or Section 6.9(d); (ix) any issuance of Capital
Stock by a Subsidiary of Company to Company or to another Subsidiary of Company
not prohibited hereunder; (x) the sub-lease of facilities of Company or any of
its Subsidiaries and the lease by Company or any of its Subsidiaries of
facilities under any operating lease, in either case, in the ordinary course of
business; and (xi) one or more sales by Company or any of its Subsidiaries of
the Real Estate Assets identified on Schedule 1.01 attached hereto, provided
that such sales take place during the period beginning on the Closing Date and
ending one (1) year after the Closing Date and the aggregate consideration for
all of the sales during such one-year period does not exceed $50.0 million.

                           "ASSIGNMENT AGREEMENT" means an Assignment and
Assumption Agreement substantially in the form of Exhibit E, with such
amendments or modifications as may be approved by Administrative Agent.

                           "AUTHORIZED OFFICER" means, as applied to any Person,
any individual holding the position of chairman of the board (if an officer),
chief executive officer, president and chief operating officer, vice
president-treasurer (or the equivalent thereof), vice president-controller (or
the equivalent thereof), and such Person's chief financial officer or treasurer.

                           "BANKRUPTCY CODE" means Title 11 of the United States
Code entitled "Bankruptcy," as now and hereafter in effect, or any successor
statute.

                           "BASE RATE" means, for any day, a rate per annum
equal to the greater of (i) the Prime Rate in effect on such day and (ii) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Base Rate due to a change in the Prime Rate or the Federal Funds Effective
Rate shall be effective on the effective day of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively.

                           "BASE RATE LOAN" means a Loan bearing interest at a
rate determined by reference to the Base Rate.

                           "BENEFICIARY" means each Agent, Lender and Lender
Counterparty.

                                       4

<PAGE>

                           "BORROWING BASE" means, at any time, an amount equal
to the sum of (i) 80% of Eligible Accounts plus (ii) 50% of Eligible Inventory.

                           "BORROWING BASE CERTIFICATE" means a certificate by
an Authorized Officer, substantially in the form of Exhibit L (or another form
acceptable to Administrative Agent) setting forth the calculation of the
Borrowing Base, including a calculation of each component thereof, all in such
detail as shall be reasonably satisfactory to Administrative Agent. All
calculations of the Borrowing Base in connection with the preparation of any
Borrowing Base Certificate shall originally be made by Company and certified to
Administrative Agent; provided, that Administrative Agent shall have the right
to review and adjust, in the exercise of its reasonable credit judgment, any
such calculation to the extent that such calculation is not in accordance with
this Agreement.

                           "BUSINESS DAY" means (i) any day excluding Saturday,
Sunday and any day which is a legal holiday under the laws of the State of New
York or is a day on which banking institutions located in such state are
authorized or required by law or other governmental action to close and (ii)
with respect to all notices, determinations, fundings and payments in connection
with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term
"BUSINESS DAY" means any day which is a Business Day described in clause (i) and
which is also a day for trading by and between banks in Dollar deposits in the
London interbank market.

                           "CAPITAL LEASE" means, as applied to any Person, any
lease of any property (whether real, personal or mixed) by that Person as lessee
that, in conformity with GAAP, is or should be accounted for as a capital lease
on the balance sheet of that Person.

                           "CAPITAL STOCK" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than
a corporation), including, without limitation, partnership interests and
membership interests, and any and all warrants, rights or options to purchase or
other arrangements or rights to acquire any of the foregoing, but excluding any
debt security convertible into or exchangeable into such interest.

                           "CASH" means money, currency or a credit balance in
any Deposit Account.

                           "CASH EQUIVALENTS" means, as at any date of
determination, (a) securities issued or directly and fully guaranteed or insured
by (i) the United States Government or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in
support thereof), or (ii) any member of the European Economic Area or
Switzerland, or any agency or instrumentality thereof (provided that such
country, agency or instrumentality has a credit rating at least equal to that of
the United States and the full faith and credit of such country is pledged in
support thereof), in each case, with such securities having maturities of not
more than one year from the date of acquisition; (b) marketable general
obligations issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof (provided that the full
faith and credit of such state is pledged in support thereof) and, at the time
of acquisition thereof, having credit ratings of at least AA- (or equivalent) by
S&P and at least Aa3 (or the equivalent) by Moody's; (c) certificates of
deposit, time deposits, eurodollar time deposits, overnight bank deposits or
bankers' acceptances having maturities of not more than one

                                       5

<PAGE>

year from the date of acquisition thereof issued by any commercial bank
organized in the United States of America, Canada, Japan or Switzerland or any
member of the European Economic Area, in each case, of recognized standing and
that is assigned at least a "B" rating by Thomson BankWatch and having combined
capital and surplus in excess of $500.0 million (or the foreign currency
equivalent thereof); (d) repurchase obligations with a term of not more than
seven days for underlying securities of the types described in clauses (a), (b)
and (c) entered into with any bank meeting the qualifications specified in
clause (c) above; (e) commercial paper having a rating at the time of
acquisition thereof of at least A-1 from S&P and at least P-1 from Moody's or
carrying an equivalent rating by a nationally recognized rating agency, if both
of the two named rating agencies cease publishing ratings of investments, and in
any case maturing within one year after the date of acquisition thereof; and (f)
interests in any investment company or money market fund substantially all of
the assets of which are of the type specified in clauses (a) through (e) above.

                           "CERTIFICATE RE NON-BANK STATUS" means a certificate
substantially in the form of Exhibit F.

                           "CHANGE OF CONTROL" means, at any time, (i) any
Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the
Exchange Act) (a) shall have acquired beneficial ownership of 35% or more on a
fully diluted basis of the voting and/or economic interest in the Capital Stock
of Company or (b) shall have obtained the power (whether or not exercised) to
elect a majority of the members of the board of directors (or similar governing
body) of Company; (ii) during any period of twelve (12) consecutive months, the
majority of the seats (other than vacant seats) on the board of directors (or
similar governing body) of Company cease to be occupied by Persons who either
(a) were members of the board of directors of Company on the Closing Date or (b)
were nominated for election by the board of directors of Company, a majority of
whom were directors on the Closing Date or whose election or nomination for
election was previously approved by a majority of such directors or directors
elected in accordance with this clause (b); or (iii) any "change of control" or
similar event under and as defined in any documentation relating to any Material
Indebtedness.

                           "CLASS" means (i) with respect to Lenders, each of
the following classes of Lenders: (a) Lenders having Tranche B Term Loan
Exposure and (b) Lenders having New Term Loan Exposure, and (ii) with respect to
Loans, each of the following classes of Loans: (a) Tranche B Term Loans and (b)
New Term Loans.

                           "CLOSING DATE" means the date on which the Tranche B
Term Loans are made.

                           "CLOSING DATE CERTIFICATE" means a Closing Date
Certificate substantially in the form of Exhibit G-1.

                           "COLLATERAL" means, collectively, all of the real,
personal and mixed property (including Capital Stock) in which Liens are
purported to be granted pursuant to the Collateral Documents as security for the
Obligations.

                           "COLLATERAL AGENT" as defined in the preamble hereto.

                                       6

<PAGE>

                           "COLLATERAL DOCUMENTS" means the Pledge and Security
Agreement, the Mortgages, the Landlord Personal Property Collateral Access
Agreements, if any, and all other instruments, documents and agreements
delivered by any Credit Party pursuant to this Agreement or any of the other
Credit Documents in order to grant to Collateral Agent, for the benefit of
Secured Parties, a Lien on any real, personal or mixed property of that Credit
Party as security for the Obligations.

                           "COLLATERAL QUESTIONNAIRE" means a certificate in
form satisfactory to Collateral Agent that provides information with respect to
the personal or mixed property of each Credit Party.

                           "COMMITMENT" means any Tranche B Term Loan Commitment
or New Term Loan Commitment.

                           "COMPANY" as defined in the preamble hereto.

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

                           "CONCENTRATION RESERVE" means the aggregate amount of
Domestic Accounts plus Qualified Foreign Accounts, determined with respect to
each individual account debtor, arising out of sales to account debtors with
senior unsecured debt ratings below Baa3 (from Moody's) or BBB- (from S&P) that
exceeds (i) 2.0% multiplied by (ii) Domestic Accounts plus Qualified Foreign
Accounts.

                           "CONSOLIDATED ADJUSTED EBITDA" means, for any period,
an amount determined for Company and its Subsidiaries on a consolidated basis
equal to (i) the sum, without duplication, of the amounts for such period of (a)
Consolidated Net Income, (b) Consolidated Net Interest Expense, (c) provisions
for taxes based on income, (d) total depreciation expense, (e) total
amortization expense, (f) other non-Cash items (other than non-Cash charges in
connection with restructurings) reducing Consolidated Net Income (excluding (1)
any such non-Cash item to the extent it represents an accrual or reserve for
potential Cash item in any future period or amortizing of a prepaid cash item
that was paid in a prior period and (2) any non-Cash item representing a change
in current assets), and (g) other non-Cash charges relating to restructurings
(it being agreed that such non-Cash charges shall be added back for the period
during which it was recognized as a non-Cash charge but subtracted in any future
period when such charge is paid in cash as provided in clause (ii)(b) below);
minus (ii) (a) other non-Cash items increasing Consolidated Net Income for such
period (excluding any such non-Cash item to the extent it represents the
reversal of an accrual or reserve for potential Cash item in any prior period
and including gains on extinguishments of Indebtedness) and (b) any
restructuring charge paid in Cash and previously added back under clause (i)(g)
above; plus (iii) Permitted Restructuring Cash Charges.

                           "CONSOLIDATED CAPITAL EXPENDITURES" means, for any
period, the aggregate of all expenditures of Company and its Subsidiaries during
such period determined on a consolidated basis that, in accordance with GAAP,
are or should be included in "purchase of property and equipment" or similar
items reflected in the consolidated statement of cash flows of Company and its
Subsidiaries.

                           "CONSOLIDATED INTEREST EXPENSE" means, for any
period, total interest expense (including that portion attributable to Capital
Leases in accordance with GAAP and capitalized interest)

                                       7

<PAGE>

of Company and its Subsidiaries on a consolidated basis with respect to all
outstanding Indebtedness of Company and its Subsidiaries, including all
commissions, discounts and other fees, charges owed with respect to letters of
credit and net costs under Interest Rate Agreements.

                           "CONSOLIDATED NET INCOME" means, for any period, (i)
the net income (or loss) of Company and its Subsidiaries on a consolidated basis
for such period taken as a single accounting period determined in conformity
with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a
Subsidiary of Company) in which any other Person (other than Company or any of
its Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Company or any of its
Subsidiaries by such Person during such period, (b) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Company or is merged
into or consolidated with Company or any of its Subsidiaries or that Person's
assets are acquired by Company or any of its Subsidiaries, (c) the income of any
Subsidiary of Company to the extent that the declaration or payment of dividends
or similar distributions by that Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that Subsidiary, (d) any after-tax gains or losses attributable to Asset Sales
or returned surplus assets of any Pension Plan, and (e) (to the extent not
included in clauses (a) through (d) above) any net extraordinary gains or net
extraordinary losses, to the extent included in determining net income for such
period.

                           "CONSOLIDATED NET INDEBTEDNESS" means, as at any date
of determination, the aggregate stated balance sheet amount of all Indebtedness
of Company and its Subsidiaries, less total Cash and Cash Equivalents balances
of Company and its Subsidiaries, in each case determined on a consolidated basis
in accordance with GAAP.

                           "CONSOLIDATED NET INTEREST EXPENSE" means, for any
period, Consolidated Interest Expense for such period, minus interest income
included in Consolidated Net Income for such period.

                           "CONSOLIDATED SENIOR INDEBTEDNESS" means, as at any
date of determination, the aggregate stated balance sheet amount of all Senior
Indebtedness of Company and its Subsidiaries determined on a consolidated basis
in accordance with GAAP.

                           "CONSOLIDATED TANGIBLE FOREIGN ASSETS" means, as of
any date of determination, the sum of the amounts that would appear on a
consolidated balance sheet of the Foreign Subsidiaries of Company as the total
assets of the Foreign Subsidiaries of Company, minus the total intangible assets
of the Foreign Subsidiaries of Company.

                           "CONTRACTUAL OBLIGATION" means, as applied to any
Person, any provision of any Security issued by that Person or of any indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

                           "CONTRIBUTING GUARANTORS" as defined in Section 7.2.

                                       8

<PAGE>

                           "CONVERSION/CONTINUATION DATE" means the effective
date of a continuation or conversion, as the case may be, as set forth in the
applicable Conversion/Continuation Notice.

                           "CONVERSION/CONTINUATION NOTICE" means a
Conversion/Continuation Notice substantially in the form of Exhibit A-2.

                           "CONVERTIBLE INDEBTEDNESS" means Indebtedness
convertible into Capital Stock of Company or any of its Subsidiaries at the
option of the holder thereof.

                           "CONVERTIBLE SECURITIES" means (a) Company's 4.25%
Convertible Subordinated Notes due 2004, (b) Company's Zero Coupon Convertible
Subordinated Debentures due 2020, and (c) the 3.0% Convertible Subordinated
Notes due 2007 issued by SCI Systems, Inc.

                           "CONVERTIBLES TRIGGER EVENT" means the repayment or
refinancing (to a date beyond 181 days after the final maturity date of the
Loans) of at least 65.0% of the aggregate amounts due (by accretion, as a result
of actions of the holder, or otherwise) in calendar years 2004 and 2005 on the
Convertible Securities outstanding on the Closing Date.

                           "CORPORATE HEAD OFFICE CAMPUS" means Company's head
office campus located at 2700 North First Street, 2701 Zanker Road, 60 East
Plumeria Boulevard and 30 East Plumeria Boulevard, San Jose, California 95134.

                           "COUNTERPART AGREEMENT" means a Counterpart Agreement
substantially in the form of Exhibit H delivered by a Credit Party pursuant to
Section 5.10.

                           "CREDIT DATE" means the date of a making of a Loan.

                           "CREDIT DOCUMENT" means any of this Agreement, the
Tranche B Term Loan Notes, if any, the Collateral Documents, the Intercreditor
Agreement, the Environmental Indemnity Agreement, the Interco Subordination
Agreement and all other documents, instruments or agreements executed and
delivered by a Credit Party for the benefit of any Agent or any Lender in
connection herewith.

                           "CREDIT PARTY" means Company and each Subsidiary of
Company from time to time party to a Credit Document.

                           "CURRENCY AGREEMENT" means any foreign exchange
contract, currency swap agreement, futures contract, option contract, synthetic
cap or other similar agreement or arrangement, each of which is for the purpose
of managing or hedging the foreign currency risk associated with Company's and
its Subsidiaries' operations and not for speculative purposes.

                           "DEFAULT" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

                                       9

<PAGE>

                           "DEPOSIT ACCOUNT" means a demand, time, savings,
passbook or like account with a bank, savings and loan association, credit union
or like organization, other than an account evidenced by a negotiable
certificate of deposit.

                           "DESIGNATED EXISTING INDEBTEDNESS" means (i)
Indebtedness and other obligations outstanding under that certain Credit
Agreement (Multi-Year) dated as of December 6, 2001 among Company, certain of
its Subsidiaries, the lenders party thereto and Bank of America, N.A., as
Administrative Agent and L/C Issuer, as amended prior to the Closing Date, and
(ii) Indebtedness and other obligations outstanding under that certain Third
Amended and Restated Receivables Purchase Agreement dated as of July 31, 2002
among SCI Funding, Inc., as seller, SCI Technology, Inc., as initial servicer,
Company, as guarantor, the conduit purchasers and bank purchasers party thereto,
and Bank of America, N.A., as Administrative Agent, as amended prior to the
Closing Date.

                           "DISCLOSURE LETTER" means the Disclosure Letter of
Company to Agents and Lenders dated the Closing Date.

                           "DOCUMENTATION AGENT" as defined in the preamble
hereto.

                           "DOLLARS" and the sign "$" mean the lawful money of
the United States of America.

                           "DOMESTIC ACCOUNTS" means Accounts owing to Company
or its Domestic Subsidiaries and arising out of the sale of inventory or
services in the United States, less Accounts arising out of sales to account
debtors not organized under the laws of the United States or any State thereof
(which Company identifies by reference to its "bill to" address of record for
such account debtor).

                           "DOMESTIC SUBSIDIARY" means any Subsidiary organized
under the laws of the United States of America, any State thereof or the
District of Columbia (other than (i) SCI Funding, Inc., (ii) any special purpose
entity established solely in connection with a synthetic lease of the Corporate
Head Office Campus permitted hereunder and (iii) any special purpose entity
established solely in connection with an asset securitization program permitted
hereunder).

                           "ELIGIBLE ACCOUNTS" means Domestic Accounts, plus (i)
Qualified Foreign Accounts, in an amount not to exceed 20% of Domestic Accounts,
less (in each case without duplication) (ii) Accounts with respect to which any
amount due thereunder is more than sixty (60) days past due, less (iii) the
Set-Off Reserve, less (iv) the Concentration Reserve, less (v) Accounts arising
out of sales to any account debtor if 20% or more of the aggregate amount of
Accounts due from such account debtor and/or its Affiliates have at the time
remained unpaid for 90 days or more after the due date, less (vi) Accounts
arising out of sales to any account debtor if such account debtor or any of its
Affiliates is insolvent, subject to an insolvency, bankruptcy or liquidation
proceeding, or has made an assignment for the benefit of creditors, less (vii)
Accounts owed by an account debtor which is an Affiliate or officer, director or
employee of Company or any of its Subsidiaries, less (viii) Accounts arising out
of the sale or lease of any inventory that is not owned solely by Company or any
Guarantor, less (ix) Accounts not subject to Collateral Agent's perfected Liens,
and Accounts subject to any other Lien whatsoever (other than the Liens
described in clauses (a), (b), (c), (n), (p) and (bb) of Section 6.2 so long as
such Liens (A) other than in the case of Liens described in Section 6.2(bb), are
junior in priority to Collateral Agent's Liens

                                       10

<PAGE>

and (B) do not impair the ability of Collateral Agent to realize on or obtain
the full benefit of the Collateral), less (x) Accounts with respect to which the
representations and warranties set forth in the Collateral Documents applicable
to such Accounts are not true and correct in all material respects.

                           "ELIGIBLE ASSIGNEE" means (i) any Lender, any
Affiliate of any Lender and any Related Fund (any two or more Related Funds
being treated as a single Eligible Assignee for all purposes hereof), and (ii)
any commercial bank, insurance company, investment or mutual fund or other
entity that is an "accredited investor" (as defined in Regulation D under the
Securities Act) and which extends credit or buys loans as one of its businesses;
provided, neither Company nor any Affiliate of Company shall be an Eligible
Assignee (except for purposes of Section 2.10(b)).

                           "ELIGIBLE INVENTORY" means Inventory located in the
United States and owned by and in the possession of or sole control of Company
or any Guarantor, less (i) Inventory consisting of finished goods, less (ii)
Inventory consisting of work in process, less (iii) perishable Inventory, less
(iv) the domestic inventory reserves, write-offs and intercompany profit
adjustments established by Company, less (v) Inventory not subject to Collateral
Agent's perfected Liens, and Inventory subject to any other Lien whatsoever
(other than the Liens described in clauses (a), (b), (c), (n), (p) and (bb) of
Section 6.2 so long as such Liens (A) other than in the case of Liens described
in Section 6.2(bb), are junior in priority to Collateral Agent's Liens and (B)
do not impair the ability of Collateral Agent to realize on or obtain the full
benefit of the Collateral), less (vi) Inventory with respect to which the
representations and warranties set forth in the Collateral Documents applicable
to such Inventory are not true and correct in all material respects, less (vii)
Rent Reserves less (viii) damaged Inventory, less (ix) consigned Inventory, less
(x) Inventory consisting of samples, loaners or rentals.

                           "EMPLOYEE BENEFIT PLAN" means any "employee benefit
plan" as defined in Section 3(3) of ERISA which is or was sponsored, maintained
or contributed to by, or required to be contributed by, Company, any of its
Subsidiaries or any of their respective ERISA Affiliates.

                           "ENVIRONMENTAL CLAIM" means any investigation,
notice, notice of violation, claim, action, suit, proceeding, demand, abatement
order or other order or directive (conditional or otherwise), by any
governmental authority or any other Person, arising (i) pursuant to or in
connection with any actual or alleged violation of any Environmental Law; (ii)
in connection with any Hazardous Material or any actual or alleged Hazardous
Materials Activity; or (iii) in connection with any actual or alleged damage,
injury, threat or harm to health, safety, natural resources or the environment.

                           "ENVIRONMENTAL INDEMNITY AGREEMENT" means the
environmental indemnity agreement, in form and substance reasonably satisfactory
to Administrative Agent, Collateral Agent and Company, executed by Company in
favor of Collateral Agent, as it may be amended, supplemented or otherwise
modified from time to time.

                           "ENVIRONMENTAL LAWS" means any and all current or
future foreign or domestic, federal or state (or any subdivision of either of
them), statutes, ordinances, orders, rules, regulations, judgments, Governmental
Authorizations, or any other requirements of Governmental Authorities relating
to (i) environmental matters, including those relating to any Hazardous
Materials Activity; (ii) the generation, use, storage, transportation or
disposal of Hazardous Materials; or (iii) occupational safety and

                                       11

<PAGE>

health, industrial hygiene, land use or the protection of the environment,
human, plant or animal health or welfare, in any manner applicable to Company or
any of its Subsidiaries or any Facility.

                           "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and any successor thereto.

                           "ERISA AFFILIATE" means, as applied to any Person,
(i) any corporation which is a member of a controlled group of corporations
within the meaning of Section 414(b) of the Internal Revenue Code of which that
Person is a member; (ii) any trade or business (whether or not incorporated)
which is a member of a group of trades or businesses under common control within
the meaning of Section 414(c) of the Internal Revenue Code of which that Person
is a member; and (iii) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Internal Revenue Code of which that
Person, any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member. Any former ERISA Affiliate of
Company or any of its Subsidiaries shall continue to be considered an ERISA
Affiliate of Company or any such Subsidiary within the meaning of this
definition with respect to the period such entity was an ERISA Affiliate of
Company or such Subsidiary and with respect to liabilities arising after such
period for which Company or such Subsidiary is liable under the Internal Revenue
Code or ERISA.

                           "ERISA EVENT" means (i) a "reportable event" within
the meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan (excluding those for which the provision for 30-day
notice to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with
respect to any Pension Plan (whether or not waived in accordance with Section
412(d) of the Internal Revenue Code) or the failure to make by its due date a
required installment under Section 412(m) of the Internal Revenue Code with
respect to any Pension Plan or the failure to make any required contribution to
a Multiemployer Plan by its due date; (iii) the provision by the administrator
of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of
intent to terminate such plan in a distress termination described in Section
4041(c) of ERISA; (iv) the withdrawal by Company, any of its Subsidiaries or any
of their respective ERISA Affiliates from any Pension Plan with two or more
contributing sponsors or the termination of any such Pension Plan resulting in
liability to Company, any of its Subsidiaries or any of their respective
Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the
PBGC of proceedings to terminate any Pension Plan, or the occurrence of any
event or condition which might constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan;
(vi) the imposition of liability on Company, any of its Subsidiaries or any of
their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA
or by reason of the application of Section 4212(c) of ERISA; (vii) the
withdrawal of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential
liability therefor, or the receipt by Company, any of its Subsidiaries or any of
their respective ERISA Affiliates of notice from any Multiemployer Plan that it
is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or
that it intends to terminate or has terminated under Section 4041A or 4042 of
ERISA; (viii) the occurrence of an act or omission which could give rise to the
imposition on Company, any of its Subsidiaries or any of their respective ERISA
Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the
Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or
Section 4071 of ERISA in respect of any

                                       12

<PAGE>

Employee Benefit Plan; (ix) the assertion of a material claim (other than
routine claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with any
Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice
of the failure of any Pension Plan (or any other Employee Benefit Plan intended
to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
under Section 401(a) of the Internal Revenue Code, or the failure of any trust
forming part of any Pension Plan to qualify for exemption from taxation under
Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien
pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
pursuant to ERISA with respect to any Pension Plan.

                           "EURODOLLAR RATE LOAN" means a Loan bearing interest
at a rate determined by reference to the Adjusted Eurodollar Rate.

                           "EUROPEAN ECONOMIC AREA" means the member nations of
the European Economic Area pursuant to the Oporto Agreement on the European
Economic Area dated May 2, 1992, as amended.

                           "EVENT OF DEFAULT" means each of the conditions or
events set forth in Section 8.1.

                           "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended from time to time, and any successor statute.

                           "FACILITY" means any real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or
heretofore owned, leased, operated or used by Company or any of its Subsidiaries
or any of their respective predecessors or Affiliates.

                           "FAIR SHARE CONTRIBUTION AMOUNT" as defined in
Section 7.2.

                           "FAIR SHARE" as defined in Section 7.2.

                           "FAIR SHARE SHORTFALL" as defined in Section 7.2.

                           "FEDERAL FUNDS EFFECTIVE RATE" means for any day, the
rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the
next higher 1/100 of 1%) 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, (i) 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 (ii) 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 charged to Administrative Agent, in its capacity as a Lender,
on such day on such transactions as determined by Administrative Agent.

                           "FINANCIAL OFFICER CERTIFICATION" means, with respect
to the financial statements for which such certification is required, the
certification of the chief financial officer of Company that such financial
statements fairly present, in all material respects, the financial condition of
Company and its

                                       13

<PAGE>

Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments and the absence of footnotes in the case
of interim period financial statements.

                           "FINANCIAL PLAN" as defined in Section 5.1(i).

                           "FIRST PRIORITY" means, with respect to any Lien
purported to be created in any Collateral pursuant to any Collateral Document,
that such Lien is the only Lien to which such Collateral is subject, other than
any Permitted Lien securing Indebtedness.

                           "FIRST TIER FOREIGN SUBSIDIARY" means, at any date of
determination, a Foreign Subsidiary in which Company or any Domestic Subsidiary
(or any combination thereof) owns directly more than 50%, in the aggregate, of
the Capital Stock of such Subsidiary.

                           "FISCAL QUARTER" means a fiscal quarter of any Fiscal
Year.

                           "FISCAL YEAR" means the fiscal year of Company and
its Subsidiaries ending on the Saturday nearest September 30 of each year.

                           "FLOOD HAZARD PROPERTY" means any Real Estate Asset
subject to a mortgage or deed of trust in favor of Collateral Agent, for the
benefit of Secured Parties, and located in an area designated by the Federal
Emergency Management Agency as having special flood or mud slide hazards.

                           "FOREIGN SUBSIDIARY" means any Subsidiary that is not
a Domestic Subsidiary.

                           "FUNDING GUARANTORS" as defined in Section 7.2.

                           "FUNDING NOTICE" means a notice substantially in the
form of Exhibit A-1.

                           "GAAP" means, subject to the limitations on the
application thereof set forth in Section 1.2, United States generally accepted
accounting principles in effect as of the date of determination thereof.

                           "GOVERNMENTAL AUTHORITY" means any federal, state,
municipal, national or other government, governmental department, commission,
board, bureau, court, agency or instrumentality or political subdivision thereof
or any entity or officer exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

                           "GOVERNMENTAL AUTHORIZATION" means any permit,
license, authorization, plan, directive, consent order or consent decree of or
from any Governmental Authority.

                           "GRANTOR" as defined in the Pledge and Security
Agreement.

                           "GSCP" as defined in the preamble hereto.

                                       14

<PAGE>

                           "GUARANTEED OBLIGATIONS" as defined in Section 7.1.

                           "GUARANTOR" means each Domestic Subsidiary of
Company.

                           "GUARANTY" means the guaranty of each Guarantor set
forth in Section 7.

                           "HAZARDOUS MATERIALS" means any chemical, material or
substance, exposure to which is prohibited, limited or regulated by any
Governmental Authority or which may or could pose a hazard to the health and
safety of the owners, occupants or any Persons in the vicinity of any Facility
or to the indoor or outdoor environment.

                           "HAZARDOUS MATERIALS ACTIVITY" means any past,
current, proposed or threatened activity, event or occurrence involving any
Hazardous Materials, including the use, manufacture, possession, storage,
holding, presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

                           "HEDGE AGREEMENT" means an Interest Rate Agreement or
a Currency Agreement entered into with a Lender Counterparty in order to satisfy
the requirements of this Agreement or as otherwise permitted under this
Agreement.

                           "HIGHEST LAWFUL RATE" means the maximum lawful
interest rate, if any, that at any time or from time to time may be contracted
for, charged, or received under the laws applicable to any Lender which are
presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious
interest rate than applicable laws now allow.

                           "HISTORICAL FINANCIAL STATEMENTS" means, as of the
Closing Date, the audited financial statements of Company and its Subsidiaries
for the immediately preceding two Fiscal Years, consisting of balance sheets and
the related consolidated statements of income, stockholders' equity and cash
flows for such Fiscal Years, certified by the chief financial officer of Company
that they fairly present, in all material respects, the financial condition of
Company and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated.

                           "INCREASED AMOUNT DATE" as defined in Section 2.20.

                           "INDEBTEDNESS", as applied to any Person, means,
without duplication, (i) all indebtedness for borrowed money; (ii) that portion
of obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP; (iii) all obligations of
such Person evidenced by bonds, debentures, notes, loan agreements or other
similar instruments; (iv) any obligation owed for all or any part of the
deferred purchase price of property or services (excluding any such obligations
incurred under ERISA), which purchase price is (a) due more than six months from
the date of incurrence of the obligation in respect thereof or (b) evidenced by
a note or similar written

                                       15

<PAGE>

instrument; (v) all indebtedness secured by any Lien on any property or asset
owned or held by that Person regardless of whether the indebtedness secured
thereby shall have been assumed by that Person or is nonrecourse to the credit
of that Person; (vi) the face amount of any letter of credit issued for the
account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement
(otherwise than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of any
Indebtedness described in clauses (i) through (vi) or clause (x) of this
definition; (viii) any obligation of such Person the primary purpose or intent
of which is to provide assurance to an obligee that any Indebtedness described
in clauses (i) through (vi) or clause (x) of this definition of the obligor
thereof will be paid or discharged; and (ix) any liability of such Person for
any Indebtedness described in clauses (i) through (vi) or clause (x) of this
definition through any agreement (contingent or otherwise) (a) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to
provide funds for the payment or discharge of such Indebtedness (whether in the
form of loans, advances, stock purchases, capital contributions or otherwise) or
(b) to maintain the solvency or any balance sheet item, level of income or
financial condition of another if, in the case of any agreement described under
subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof
is as described in clause (viii) above; and (x) net obligations of such Person
in respect of any derivative transaction, including, without limitation, any
Interest Rate Agreement and Currency Agreement, whether entered into for hedging
or speculative purposes; provided, in no event shall obligations under any
Interest Rate Agreement and any Currency Agreement be deemed "Indebtedness" for
any purpose under Section 6.8; provided further that in no event shall the term
"Indebtedness" include (x) any indebtedness or other obligations under any
overdraft or cash management facility; provided that such indebtedness or other
obligations are incurred in the ordinary course of business, and are repaid in
full no later than the Business Day immediately following the date on which they
were incurred, or (y), except as set forth in clause (iv) above, any trade
payable incurred in the ordinary course.

                           "INDEMNIFIED LIABILITIES" means, collectively, any
and all liabilities, obligations, losses, damages (including natural resource
damages), Other Taxes, penalties, claims (including Environmental Claims), costs
(including the costs of any investigation, study, sampling, testing, abatement,
cleanup, removal, remediation or other response action necessary to remove,
remediate, clean up or abate any Hazardous Materials Activity), expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees
and disbursements of counsel and consultants for Indemnitees in connection with
any investigative, administrative or judicial proceeding commenced or threatened
by any Person, whether or not any such Indemnitee shall be designated as a party
or a potential party thereto, and any fees or expenses incurred by Indemnitees
in enforcing this indemnity), whether direct, indirect or consequential and
whether based on any federal, state, local or foreign laws, statutes, rules or
regulations (including securities and commercial laws, statutes, rules or
regulations and Environmental Laws), on common law or equitable cause or on
contract or otherwise, that may be imposed on, incurred by, or asserted against
any such Indemnitee, in any manner relating to or arising out of (i) this
Agreement or the other Credit Documents or the transactions contemplated hereby
or thereby (including Lenders' agreement to make the Loans or the use or
intended use of the proceeds thereof, or any enforcement of any of the Credit
Documents (including any sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Guaranty)); (ii) the statements of
Company contained in the commitment letter delivered by GSCP to Company with
respect to the transactions contemplated by this Agreement; or (iii) any
Environmental Claim or any Hazardous Materials Activity relating to or arising
from, directly or

                                       16

<PAGE>

indirectly, any past, present or future activity, operation, land ownership, or
practice of Company or any of its Subsidiaries.

                           "INDEMNITEE" as defined in Section 10.3.

                           "INITIAL MORTGAGED PROPERTY" as defined in Section
3.1(h)(i).

                           "INSIGNIFICANT SUBSIDIARY" means a Foreign Subsidiary
having assets with a book value equal to $5.0 million or less.

                           "INSTALLMENT" as defined in Section 2.9(a).

                           "INSTALLMENT DATE" as defined in Section 2.9(a).

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

                           "INTERCOMPANY NOTE" means each promissory note (if
any) executed by (a) any Credit Party evidencing Intercompany Indebtedness of
such Credit Party payable to Company or any of its Subsidiaries, or (b) any
Subsidiary of Company evidencing Intercompany Indebtedness of such Subsidiary
payable to any Credit Party, in each case, substantially in the form of Exhibit
M.

                           "INTERCO SUBORDINATION AGREEMENT" means the Interco
Subordination Agreement dated as of the date hereof among the Credit Parties,
each Subsidiary that may from time to time become a payee on any Intercompany
Indebtedness owed by a Credit Party, Collateral Agent, and the Second Lien
Collateral Trustee, substantially in the form of Exhibit N, as it may be
amended, supplemented or otherwise modified from time to time.

                           "INTERCREDITOR AGREEMENT" means the Intercreditor
Agreement dated as of the date hereof between Collateral Agent and the Second
Lien Collateral Trustee, substantially in the form of Exhibit O, as it may be
amended, supplemented or otherwise modified from time to time.

                           "INTEREST PAYMENT DATE" means with respect to (i) any
Base Rate Loan, the last calendar day of March, June, September and December of
each year, commencing on the first such date to occur after the Closing Date and
the final maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan; provided, in the case
of each Interest Period of longer than three months "Interest Payment Date"
shall also include each date that is three months, or an integral multiple
thereof, after the commencement of such Interest Period.

                           "INTEREST PERIOD" means, in connection with a
Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months, as
selected by Company in the applicable Conversion/Continuation Notice, (i)
initially, commencing on the Credit Date or Conversion/Continuation Date
thereof, as the case may be; and (ii) thereafter, commencing on the day on which
the immediately preceding Interest Period expires; provided, (a) if an Interest
Period would otherwise expire on a day that is not a Business Day,

                                       17

<PAGE>

such Interest Period shall expire on the next succeeding Business Day unless no
further Business Day occurs in such month, in which case such Interest Period
shall expire on the immediately preceding Business Day; (b) 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, subject to clause (c) of this definition, end on
the last Business Day of a calendar month; (c) no Interest Period with respect
to any portion of any Class of Loans shall extend beyond such Class's Maturity
Date; and (d) no Interest Period with respect to any Class of Loans or any
portion thereof shall extend beyond a date on which Company is required to make
a scheduled payment of principal of such Loans, unless the sum of (i) the
aggregate principal amount of such Class of Loans that are Base Rate Loans plus
(ii) the aggregate principal amount of such Class of Loans that are Eurodollar
Rate Loans with Interest Periods expiring on or before such date equals or
exceeds the principal amount required to be paid on such Class of Loans on such
date.

                           "INTEREST RATE AGREEMENT" means any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedging agreement or other similar agreement or arrangement, each
of which is for the purpose of managing the interest rate exposure or interest
rate risk associated with Company's and its Subsidiaries' operations and not for
speculative purposes.

                           "INTEREST RATE DETERMINATION DATE" means, with
respect to any Interest Period, the date that is two Business Days prior to the
first day of such Interest Period.

                           "INTERNAL REVENUE CODE" means the Internal Revenue
Code of 1986, as amended to the date hereof and from time to time hereafter, and
any successor statute.

                           "INVENTORY" means any inventory, goods or other
personal property which is held by or on behalf of any Person for sale or lease
or which constitute raw materials or materials used or consumed or to be used or
consumed in such Person's business.

                           "INVESTMENT" means (i) any direct or indirect
purchase or other acquisition by Company or any of its Subsidiaries of, or of a
beneficial interest in, any of the Securities of any other Person (other than a
Guarantor); (ii) any direct or indirect redemption, retirement, purchase or
other acquisition for value, by any Subsidiary of Company from any Person (other
than Company or any Guarantor), of any Capital Stock of such Person; and (iii)
any direct or indirect loan, advance (other than advances to employees for
moving, entertainment and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution by
Company or any of its Subsidiaries to any other Person (other than Company or
any Guarantor), including all indebtedness and accounts receivable from that
other Person that are not current assets or did not arise from sales to that
other Person in the ordinary course of business. The amount of any Investment
shall be the original cost of such Investment plus the cost of all additions
thereto, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment.

                           "JOINDER AGREEMENT" means an agreement substantially
in the form of Exhibit P.

                                       18

<PAGE>

                           "JOINT VENTURE" means a joint venture, partnership or
other similar arrangement, whether in corporate, partnership or other legal
form; provided, in no event shall any Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

                           "LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS
AGREEMENT" means a Landlord Waiver and Consent Agreement substantially in the
form of Exhibit K with such amendments or modifications as may be approved by
Collateral Agent.

                           "LEAD ARRANGER" as defined in the preamble hereto.

                           "LENDER" means each financial institution listed on
the signature pages hereto as a Lender, and any other Person that becomes a
party hereto pursuant to an Assignment Agreement or a Joinder Agreement.

                           "LENDER COUNTERPARTY" means each Lender or any
Affiliate of a Lender counterparty to a Hedge Agreement (including any Person
who is a Lender as of the Closing Date but subsequently, whether before or after
entering into a Hedge Agreement, ceases to be a Lender) including, without
limitation, each such Affiliate that enters into a Joinder Agreement with
Collateral Agent.

                           "LIEN" means (i) any lien, mortgage, pledge,
assignment for security, security interest, charge or encumbrance of any kind
(including any agreement to give any of the foregoing, any conditional sale or
other title retention agreement, and any lease in the nature thereof) and any
option, trust or other preferential arrangement having the practical effect of
any of the foregoing and (ii) in the case of Securities, any purchase option,
call or similar right of a third party with respect to such Securities.

                           "LOAN" means a Tranche B Term Loan and a New Term
Loan.

                           "MARGIN STOCK" has the meaning set forth in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.

                           "MATERIAL ADVERSE EFFECT" means a material adverse
effect on (i) the business, operations, properties, assets, condition (financial
or otherwise) or prospects of Company and its Subsidiaries taken as a whole;
(ii) the ability of any Credit Party to fully and timely perform its
Obligations; (iii) the legality, validity, binding effect or enforceability
against a Credit Party of a Credit Document to which it is a party; or (iv) the
rights, remedies and benefits available to, or conferred upon, any Agent, any
Lender or any Secured Party under any Credit Document.

                           "MATERIAL CONTRACT" means any contract or other
arrangement to which Company or any of its Subsidiaries is a party (other than
the Credit Documents) for which breach, nonperformance, cancellation or failure
to renew could reasonably be expected to have a Material Adverse Effect.

                           "MATERIAL INDEBTEDNESS" shall mean (a) Indebtedness
in respect of the Senior Secured Notes and (b) any other Indebtedness (other
than the Loans), or obligations in respect of one or more Hedge Agreements, of
any Credit Party evidencing an aggregate outstanding principal amount exceeding

                                       19

<PAGE>

$10.0 million. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of such Credit Party in respect of any Hedge
Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that such Credit Party would be required to pay if such
Hedge Agreement were terminated at such time.

                           "MATERIAL REAL ESTATE ASSET" means (i) any active
fee-owned Real Estate Asset located in the United States having a fair market
value in excess of $5.0 million as of the date of the acquisition thereof or on
the date of this Agreement, as applicable, and (ii) any fee-owned Real Estate
Asset located in the United States having a fair market value in excess of $5.0
million as of the date hereof and identified on Schedule 1.01 attached hereto in
the event such Real Estate Asset has not been sold to a third party by the first
anniversary of the Closing Date, and (iii) any Real Estate Asset located in the
United States that the Requisite Lenders have reasonably determined is material
to the business, operations, properties, assets, condition (financial or
otherwise) or prospects of Company or any Subsidiary thereof.

                           "MATURITY DATE" means the Tranche B Term Loan
Maturity Date or the New Term Loan Maturity Date.

                           "MOODY'S" means Moody's Investor Services, Inc.

                           "MORTGAGE" means a mortgage, deed of trust or deed to
secure debt, as applicable, substantially in the form of Exhibit J or such other
form that may be agreed to by Collateral Agent, as it may be amended,
supplemented or otherwise modified from time to time.

                           "MORTGAGED PROPERTIES" means each Real Estate Asset
encumbered by a Mortgage.

                           "MULTIEMPLOYER PLAN" means any Employee Benefit Plan
which is a "multiemployer plan" as defined in Section 3(37) of ERISA.

                           "NAIC" means The National Association of Insurance
Commissioners, and any successor thereto.

                           "NARRATIVE REPORT" means, with respect to the
financial statements for which such narrative report is required, a narrative
report describing the operations of Company and its Subsidiaries in the form
prepared for presentation to senior management thereof for the applicable Fiscal
Quarter or Fiscal Year and for the period from the beginning of the then current
Fiscal Year to the end of such period to which such financial statements relate.

                           "NET ASSET SALE PROCEEDS" means, with respect to any
Asset Sale, an amount equal to: (i) Cash payments (including any Cash received
by way of deferred payment pursuant to, or by monetization of, a note receivable
or otherwise, but only as and when so received) received by Company or any of
its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs
incurred in connection with such Asset Sale, including (a) income or gains taxes
resulting from any gain recognized in connection with such Asset Sale which
taxes are payable by the seller in the taxable year that such sale is
consummated or in the immediately succeeding taxable year, the computation of
which shall take into

                                       20

<PAGE>

account the reduction in tax liability resulting from available operating losses
and net operating loss carryovers, tax credits, tax credit carry forwards, and
similar tax attributes, (b) payment of the outstanding principal amount of,
premium or penalty, if any, and interest on any Indebtedness (other than the
Loans and the Senior Secured Notes) that is secured by a Lien on the stock or
assets in question and that is required to be repaid under the terms thereof as
a result of such Asset Sale, and (c) a reasonable reserve for an adjustment in
respect of sale price or any indemnification payments (fixed or contingent)
attributable to seller's indemnities and representations and warranties to
purchaser in respect of such Asset Sale undertaken by Company or any of its
Subsidiaries in connection with such Asset Sale.

                           "NET INTEREST COVERAGE RATIO" means the ratio as of
the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the
four-Fiscal Quarter Period then ended, to (ii) Consolidated Net Interest Expense
for such four-Fiscal Quarter Period.

                           "NEW TERM LOAN" as defined in Section 2.20.

                           "NEW TERM LOAN COMMITMENTS" as defined in Section
2.20.

                           "NEW TERM LOAN EXPOSURE" means, with respect to any
Lender, as of any date of determination, the outstanding principal amount of the
New Term Loans of such Lender.

                           "NEW TERM LOAN LENDER" as defined in Section 2.20.

                           "NEW TERM LOAN MATURITY DATE" means the date that New
Term Loans shall become due and payable in full hereunder, as specified in the
applicable Joinder Agreement, including by acceleration or otherwise.

                           "NON-US LENDER" as defined in Section 2.17(c).

                           "NOTICE" means a Funding Notice or a
Conversion/Continuation Notice.

                           "OBLIGATIONS" means all obligations of every nature
of each Credit Party from time to time owed to the Agents (including former
Agents), the Lenders or any of them and Lender Counterparties, under any Credit
Document or Hedge Agreement (including, without limitation, with respect to a
Hedge Agreement, obligations owed thereunder to any person who was a Lender or
an Affiliate of a Lender at the time such Hedge Agreement was entered into),
whether for principal, interest (including interest which, but for the filing of
a petition in bankruptcy with respect to such Credit Party, would have accrued
on any Obligation, whether or not a claim is allowed against such Credit Party
for such interest in the related bankruptcy proceeding), payments for early
termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

                           "OBLIGEE GUARANTOR" as defined in Section 7.7.

                           "OFFER" as defined in Section 2.10(b).

                           "OFFER LOANS" as defined in Section 2.10(b).

                                       21

<PAGE>

                           "OFFICER'S CERTIFICATE" means, as applied to any
corporation, a certificate executed on behalf of such corporation by its
Chairman of the Board (if an officer), its Chief Executive Officer, its
President or one of its Vice Presidents or by its Chief Financial Officer, Vice
President-Finance or its Treasurer, in each case in their official (and not
individual) capacity.

                           "ORGANIZATIONAL DOCUMENTS" means (i) with respect to
any corporation, its certificate or articles of incorporation or organization,
as amended, and its by-laws, as amended, (ii) with respect to any limited
partnership, its certificate of limited partnership, as amended, and its
partnership agreement, as amended, (iii) with respect to any general
partnership, its partnership agreement, as amended, and (iv) with respect to any
limited liability company, its articles of organization, as amended, and its
operating agreement, as amended. In the event any term or condition of this
Agreement or any other Credit Document requires any Organizational Document to
be certified by a secretary of state or similar governmental official, the
reference to any such "Organizational Document" shall only be to a document of a
type customarily certified by such governmental official.

                           "OTHER TAXES" means Taxes other than (i) any Taxes
described in clause (i) of Section 2.16(a), (ii) any Taxes in respect of which
additional amounts are required to be paid under Section 2.17(a) hereof (or
would be required to be paid but for the failure of the applicable Lender to
comply with the requirements set forth under Section 2.17) or (iii) Taxes on
overall net income.

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

                           "PENSION PLAN" means any Employee Benefit Plan, other
than a Multiemployer Plan, which is subject to Section 412 of the Internal
Revenue Code or Section 302 of ERISA.

                           "PERMITTED ACQUISITION" means any acquisition (other
than a Permitted Program Acquisition) by Company or any of its wholly-owned
Subsidiaries, whether by purchase, merger or otherwise, of all or substantially
all of the assets of, all of the Capital Stock of, or a business line or unit or
a division of, any Person; provided,

                                    (i)     immediately prior to, and after
         giving effect thereto, no Default or Event of Default shall have
         occurred and be continuing or would result therefrom;

                                    (ii)    all transactions in connection
         therewith shall be consummated, in all material respects, in accordance
         with all applicable laws and in conformity with all applicable
         Governmental Authorizations;

                                    (iii)   in the case of the acquisition of
         Capital Stock, all of the Capital Stock (except for any such Securities
         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 Company in connection with such acquisition
         shall be owned 100% by Company or a Guarantor, and Company shall take,
         or cause to be taken, promptly after the date such Person becomes a
         Subsidiary of Company, each of the actions set forth in Sections 5.10
         and/or 5.11, as applicable;

                                       22

<PAGE>

                                    (iv)    Company shall have delivered to
         Administrative Agent at least ten (10) Business Days prior to such
         proposed acquisition, all relevant financial information with respect
         to such acquired assets, including, without limitation, the aggregate
         consideration for such acquisition;

                                    (v)     until the Convertibles Trigger Event
         has occurred: (A) the consideration for any Permitted Acquisition or
         related group of Permitted Acquisitions shall not exceed $20.0 million
         individually (including any related group) (excluding consideration
         constituting Acquisition Equity) and (B) for the term of this
         Agreement, the aggregate consideration for all Permitted Acquisitions
         shall not exceed $150.0 million in the aggregate from the Closing Date
         to the date of determination (excluding consideration constituting
         Acquisition Equity);

                                    (vi)    any Person or assets or division as
         acquired in accordance herewith shall constitute a Permitted Business;
         and

                                    (vii)   such acquisition shall not have been
         preceded by a tender offer that has not been approved by the board of
         directors of such Person.

                           "PERMITTED BUSINESS" means any business that is
related, ancillary or complementary to the businesses of Company and its
Subsidiaries on the Closing Date or any reasonable extension thereof.

                           "PERMITTED CONVERTIBLE SECURITIES REFINANCING
CONDITIONS" means, with respect to any refinancing, purchase, redemption,
exchange or other principal or premium payment in respect of, as applicable, the
Convertible Securities, each of the following: (a) in the case of any incurrence
of Indebtedness in connection with any of the foregoing, the terms of any new
Indebtedness issued to refinance, purchase, redeem or exchange the Convertible
Securities must (i) provide for a stated maturity of any principal payment
(including any amortization payments) no earlier than 181 days after the final
maturity date of the Loans, (ii) contain covenants and events of default that,
taken as a whole, are no less favorable to the obligors thereon or to the
Lenders than the Senior Secured Notes as in effect on the date hereof
(determined in good faith by the board of directors of Company), (iii) not
exceed in a principal amount the Indebtedness being refinanced and (iv) be
unsecured; (b) on a pro forma basis, adjusting for such refinancing, purchase,
redemption, exchange or other principal or premium payment, as applicable, the
Unencumbered Cash and Available Credit must be at least $500.0 million; and (c)
no Default or Event of Default has occurred and is continuing or would result
from such refinancing, purchase, redemption, exchange or other principal or
premium payment, as applicable.

                           "PERMITTED LIENS" means each of the Liens permitted
pursuant to Section 6.2.

                           "PERMITTED PROGRAM ACQUISITION" means the
acquisition, whether by purchase, merger or otherwise, of all or designated
assets of, or all of the equity of, a business line or unit or division of an
original equipment manufacturer which, in each case, constitutes a manufacturing
or other related program in Company's or its Subsidiaries' line of business or
which enhances or supports Company's or its Subsidiaries' ability to offer such
programs to customers or potential customers or retain existing programs so long
as, in the case of the acquisition of Capital Stock, all of the Capital Stock
(except for any such Securities in the nature of directors' qualifying shares
required pursuant to applicable law)

                                       23

<PAGE>

acquired or otherwise issued by such Person or any newly formed Subsidiary of
Company in connection with such acquisition shall be owned 100% by Company or a
Guarantor, and Company shall take, or cause to be taken, promptly after the date
such Person becomes a Subsidiary of Company, each of the actions set forth in
Sections 5.10 and/or 5.11, as applicable.

                           "PERMITTED PROGRAM ACQUISITION SPENDING" means the
total purchase price (including consideration paid and liabilities assumed) for
a Permitted Program Acquisition, less the purchase price for such Permitted
Program Acquisition allocated to current assets of Company and its Subsidiaries.

                           "PERMITTED REFINANCING" means refinancings and
extensions (including successive refinancings and extensions) of any
Indebtedness if the terms and conditions thereof are not less favorable to the
obligor thereon or to the Lenders than the Indebtedness being refinanced or
extended, and the average life to maturity thereof is greater than or equal to
that of the Indebtedness being refinanced or extended; provided, such
Indebtedness shall not (i) include Indebtedness of an obligor that was not an
obligor with respect to the Indebtedness being extended, renewed or refinanced,
(ii) exceed in a principal amount (or if incurred with original issue discount,
an aggregate issue price) the Indebtedness being renewed, extended or
refinanced, plus an amount necessary to pay any fees and expenses, including
premiums and defeasance costs, related thereto, or (iii) be incurred, created or
assumed if any Default or Event of Default has occurred and is continuing or
would result therefrom.

                           "PERMITTED RESTRUCTURING CASH CHARGES" means: (a) up
to $135.3 million in nonrecurring Cash charges relating to announced
restructurings reducing Consolidated Net Income and actually paid in Cash on or
before September 30, 2004; and (b) at any time during the term of this
Agreement, up to $100.0 million of nonrecurring Cash charges relating to
restructurings.

                           "PERSON" means and includes natural persons,
corporations, limited partnerships, general partnerships, limited liability
companies, limited liability partnerships, joint stock companies, Joint
Ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
Governmental Authorities.

                           "PHASE I REPORT" means, with respect to any Facility,
a report that (i) conforms to the ASTM Standard Practice for Environmental Site
Assessments: Phase I Environmental Site Assessment Process, E 1527, (ii) was
conducted no more than six months prior to the date such report is required to
be delivered hereunder, by one or more environmental consulting firms reasonably
satisfactory to Administrative Agent, (iii) includes an assessment of
asbestos-containing materials at such Facility, and (iv) is accompanied by (a)
an estimate of the reasonable worst-case cost of investigating and remediating
any Hazardous Materials Activity identified in the Phase I Report as giving rise
to an actual or potential material violation of any Environmental Law or as
presenting a material risk of giving rise to a material Environmental Claim, and
(b) a current compliance audit setting forth an assessment of Company's, its
Subsidiaries' and such Facility's current and past compliance with Environmental
Laws and an estimate of the cost of rectifying any non-compliance with current
Environmental Laws identified therein and the cost of compliance with reasonably
anticipated future Environmental Laws identified therein.

                                       24

<PAGE>

                           "PLEDGE AND SECURITY AGREEMENT" means the Pledge and
Security Agreement to be executed by Company and each Guarantor substantially in
the form of Exhibit I, as it may be amended, supplemented or otherwise modified
from time to time.

                           "PRIME RATE" means the rate of interest per annum
that GSCP announces from time to time as its prime lending rate, as in effect
from time to time. The Prime Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer. GSCP or any
other Lender may make commercial loans or other loans at rates of interest at,
above or below the Prime Rate.

                           "PRINCIPAL OFFICE" means, for Administrative Agent,
such Person's "Principal Office" as set forth on Appendix B, or such other
office as such Person may from time to time designate in writing to Company,
Administrative Agent and each Lender.

                           "PROJECTIONS" as defined in Section 4.8.

                           "PROPERTY" means, with respect to any Person, any
interest of such Person in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, including Capital Stock in, and other
securities of, any Person.

                           "PRO RATA SHARE" means (i) with respect to all
payments, computations and other matters relating to the Tranche B Term Loan of
any Lender, the percentage obtained by dividing (a) the Tranche B Term Loan
Exposure of that Lender by (b) the aggregate Tranche B Term Loan Exposure of all
Lenders; and (ii) with respect to all payments, computations, and other matters
relating to New Term Loan Commitments or New Term Loans, the percentage obtained
by dividing (a) the New Term Loan Exposure of that Lender by (b) the aggregate
New Term Loan Exposure of all Lenders. For all other purposes with respect to
each Lender, "PRO RATA SHARE" means the percentage obtained by dividing (A) an
amount equal to the sum of the Tranche B Term Loan Exposure and the New Term
Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate
Tranche B Term Loan Exposure and the aggregate New Term Loan Exposure of all
Lenders.

                           "QUALIFIED FOREIGN ACCOUNTS" means 85% of the sum of
(a) Accounts arising out of sales to account debtors not organized under the
laws of the United States or any State thereof (which Company identifies by
reference to its "bill to" address of record for such account debtor) with
senior unsecured debt ratings no less than Baa3 from Moody's and BBB- from S&P,
and (b) Accounts arising out of sales to Alcatel, S.A., Nokia Corp., Roche and
Telefonaktiebolaget LM Ericsson (or any of their Affiliates or Subsidiaries), so
long as such account debtor maintains a senior unsecured debt rating no less
than B1 and B+ from Moody's and S&P, respectively, in each case (except as
otherwise provided in the following proviso) as such senior unsecured debt
ratings are in effect at the time of delivery of the applicable Borrowing Base
Certificate; provided that, with respect to such account debtors owing Accounts
aggregating less than $1.0 million as of any applicable date of determination,
Company shall not be required to affirmatively monitor such senior unsecured
debt ratings more often than once per Fiscal Quarter.

                           "REAL ESTATE ASSET" means, at any time of
determination, any interest (fee, leasehold or otherwise) then owned by any
Credit Party in any real property.

                                       25

<PAGE>

                           "REGISTER" as defined in Section 2.4(b).

                           "REGULATION D" means Regulation D of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

                           "RELATED FUND" means, with respect to any Lender that
is a fund, any other fund that invests in commercial loans and that is managed
or advised by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

                           "RELEASE" means any release, spill, emission,
leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge,
dispersal, dumping, leaching or migration of any Hazardous Material into the
indoor or outdoor environment (including the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous
Material), including the movement of any Hazardous Material through the air,
soil, surface water or groundwater.

                           "RENT RESERVES" means such reserves as may be
established from time to time by Administrative Agent in its reasonable credit
judgment with respect to leased locations of the Credit Parties in the United
States where Inventory is located, to the extent Administrative Agent has not
received a Landlord Personal Property Collateral Access Agreement from the
lessor of any such location, provided that such reserves for any location shall
not exceed three (3) months' rent at such location.

                           "REPLACEMENT LENDER" as defined in Section 2.19.

                           "REQUISITE CLASS LENDERS" means, at any time of
determination, (i) for the Class of Lenders having Tranche B Term Loan Exposure,
Lenders holding more than 50% of the aggregate Tranche B Term Loan Exposure of
all Lenders; and (ii) for each Class of Lenders having New Term Loan Exposure,
Lenders holding more than 50% of the aggregate New Term Loan Exposure of that
Class.

                           "REQUISITE LENDERS" means one or more Lenders having
or holding Tranche B Term Loan Exposure and/or New Term Loan Exposure and
representing more than 50% of the sum of (i) the aggregate Tranche B Term Loan
Exposure of all Lenders, and (ii) the aggregate New Term Loan Exposure of all
Lenders.

                           "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or
other distribution on account of any shares of any class of stock of Company now
or hereafter outstanding, except a dividend payable solely in shares of that
class of stock to the holders of that class; (ii) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value of any
shares of any class of stock of Company now or hereafter outstanding; (iii) any
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 Company 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.

                                       26

<PAGE>

                           "S&P" means Standard & Poor's Ratings Group, a
division of The McGraw Hill Corporation.

                           "SECOND LIEN COLLATERAL TRUSTEE" has the meaning
assigned to that term in the Intercreditor Agreement.

                           "SECURED PARTIES" has the meaning assigned to that
term in the Pledge and Security Agreement.

                           "SECURITIES" means any stock, shares, partnership
interests, voting trust certificates, certificates of interest or participation
in any profit-sharing agreement or arrangement, options, warrants, bonds,
debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as "securities" or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

                           "SECURITIES ACT" means the Securities Act of 1933, as
amended from time to time, and any successor statute.

                           "SENIOR INDEBTEDNESS" means, on any date, the
outstanding principal amount of all Indebtedness of Company and its Subsidiaries
(exclusive of (i) intercompany Indebtedness between Company and any of its
Subsidiaries or between any Subsidiaries of Company, (ii) the Convertible
Securities, (iii) the Senior Secured Notes and any Indebtedness secured on a
pari passu basis with the Senior Secured Notes, (iv) any other Indebtedness that
is fully subordinated to the obligations of the Credit Parties under the Credit
Documents and (v) any other Indebtedness that is not secured by any assets of
any Credit Party).

                           "SENIOR LEVERAGE RATIO" means the ratio as of the
last day of any Fiscal Quarter of (i) Consolidated Senior Indebtedness as of
such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period
ending on such date.

                           "SENIOR SECURED NOTE AGREEMENT" means that certain
Indenture, dated as of December 23, 2002, by and among Company, as issuer, the
Guarantors, as initial guarantors, and State Street Bank and Trust Company of
California, N.A., as trustee.

                           "SENIOR SECURED NOTE DOCUMENTS" means the Senior
Secured Notes, the Senior Secured Note Agreement, that certain Registration
Rights Agreement, dated as of the date hereof, by and among Company and the
Guarantors on the one hand, and Goldman, Sachs & Co., Banc of America Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, RBC Dominion Securities Corporation Salomon Smith Barney Inc. and
Scotia Capital (USA), Inc., as initial purchasers, on the other hand, any
documents evidencing the Senior Secured Note Guarantees, and all other documents
executed and delivered with respect to any of the foregoing.

                           "SENIOR SECURED NOTE GUARANTEES" means the guarantees
of the Guarantors pursuant to the Senior Secured Note Agreement.

                                       27

<PAGE>

                           "SENIOR SECURED NOTES" means Company's $750.0 million
10.375% Senior Secured Notes due 2010, issued pursuant to the Senior Secured
Note Agreement, and any registered notes issued by Company in exchange for, and
as contemplated by, any of the Senior Secured Notes with substantially identical
terms as the Senior Secured Notes.

                           "SET-OFF RESERVE" means, for any period, (i) the
lesser of, as determined with respect to no less than 20 account debtors
accounting for the highest amount of accounts receivable during such period (the
"MAJOR ACCOUNTS"), (a) Accounts arising out of sales to the Major Accounts that
contractually permit set-off or any other defense or counterclaim or other right
to avoid or reduce the liability represented by the Accounts and Accounts
arising out of sales to the Major Accounts pursuant to contracts that are silent
on such matters, and (b) payables due to the Major Accounts that contractually
permit set-off or any other defense or counterclaim or other right to avoid or
reduce the liability represented by the Accounts and payables due to the Major
Accounts pursuant to contracts that are silent on such matters, multiplied by
(ii) a fraction, the numerator of which is the aggregate Accounts arising out of
sales to all account debtors with payables due to them from Company and its
Subsidiaries, and the denominator of which is the aggregate Accounts arising out
of sales to the Major Accounts; provided, however, that (other than with respect
to IBM and its Affiliates) Company (at its option) may calculate the "Set-Off
Reserve" in a manner consistent with the more precise manner by which the
"Set-Off Reserve" was calculated and disclosed to Administrative Agent as of
September 28, 2002; provided, further, that with respect to accounts receivable
arising out of sales to IBM and its Affiliates, (a) in the event that any
payables due to IBM and its Affiliates in excess of $5.0 million remain unpaid
for 55 days after their applicable invoice date, (I) Company shall provide
Administrative Agent with notice thereof by the 56th day after the applicable
invoice date (such notice to contain reasonably detailed summaries of the
relevant payables, reasons for failure to make payment in respect thereof and
such other information as Administrative Agent may reasonably require), and (II)
no later than five (5) days after such notice is due, Company shall either (A)
deliver to Administrative Agent an updated Borrowing Base Certificate reflecting
(1) a reduction of the Borrowing Base by the amount of payables described above
that are disputed in good faith and (2) if in excess of $5.0 million of such
payables are not then in dispute, the amounts relating to IBM and its Affiliates
required to be subtracted from the Borrowing Base under the "Set-Off Reserve"
shall equal the amount of payables due to IBM and its Affiliates (not less than
$0) (and clause (b) below shall be disregarded) until such time as
Administrative Agent receives an Officer's Certificate certifying that the
payables referred to in the applicable notice described above (together with any
other payables due to IBM and its Affiliates that have remained unpaid for 60 or
more days after their applicable invoice date) have been fully paid (and if any
such updated Borrowing Base Certificate demonstrates that principal amounts of
the Loans outstanding under this Agreement exceed the updated Borrowing Base
then in effect, Company will comply with the requirements described in Section
5.15) or (B) deliver to Administrative Agent an Officer's Certificate certifying
that the payables referred to in the applicable notice described above (together
with any other payables due to IBM and its Affiliates that have remained unpaid
for over 60 days after their applicable invoice date) have been fully paid, and
(b) except to the extent described in clause (2) above, the amounts relating to
IBM and its Affiliates required to be subtracted from the Borrowing Base under
the "Set-Off Reserve" shall equal an amount (not less than $0) calculated as
follows: (i) payables due to IBM and its Affiliates that contractually permit
set-off or any other defense or counterclaim or other right to avoid or reduce
the liability represented by the accounts receivable and payables due to IBM and
its Affiliates pursuant to contracts that are silent on such matters, less (ii)
the lesser of (A) $75.0 million and (B) the amount referred to in clause (i)
above,

                                       28

<PAGE>

plus (iii) payables due to IBM and its Affiliates that remain unpaid for 55 or
more days after their applicable invoice date.

                           "SOLVENCY CERTIFICATE" means a Solvency Certificate
of the chief financial officer of Company substantially in the form of Exhibit
G-2.

                           "SOLVENT" means, with respect to any Credit Party,
that as of the date of determination both (i) (a) the sum of such Credit Party's
debt (including contingent liabilities) does not exceed the present fair
saleable value of such Credit Party's present assets; (b) such Credit Party's
capital is not unreasonably small in relation to its business as contemplated on
the Closing Date and reflected in the Projections or with respect to any
transaction contemplated or undertaken after the Closing Date; and (c) such
Person has not incurred and 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 (whether at maturity or otherwise); 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 Standard No. 5).

                           "SUBORDINATED INDEBTEDNESS" means (i) the
Indebtedness evidence by the Convertible Securities, (ii) Intercompany
Indebtedness of 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 Company or any of its Subsidiaries.

                           "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company, association, joint venture
or other business entity of which more than 50% of the total voting power of
shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons
(whether directors, managers, trustees or other Persons performing similar
functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof; provided, in determining the percentage of ownership
interests of any Person controlled by another Person, no ownership interest in
the nature of a "qualifying share" of the former Person shall be deemed to be
outstanding.

                           "SYNDICATION AGENT" as defined in the preamble
hereto.

                           "TAX" means any present or future tax, levy, impost,
duty, assessment, charge, fee, deduction or withholding of any nature and
whatever called (including interest and penalties thereon), by any Governmental
Authority, on whomsoever and wherever imposed, levied, collected, withheld or
assessed; provided, "Tax on the overall net income" of a Person shall be
construed as a reference to a tax imposed by the jurisdiction in which that
Person is organized or in which that Person's applicable principal office
(and/or, in the case of a Lender, its lending office) is located or in which
that Person (and/or, in the case of a Lender, its lending office) is deemed to
be doing business on all or part of the net income, profits or gains (whether
worldwide, or only insofar as such income, profits or gains are

                                       29

<PAGE>

considered to arise in or to relate to a particular jurisdiction, or otherwise)
of that Person (and/or, in the case of a Lender, its applicable lending office).

                           "TERMINATED LENDER" as defined in Section 2.19.

                           "TRANCHE B TERM LOAN" means a Tranche B Term Loan
made by a Lender to Company pursuant to Section 2.1(a).

                           "TRANCHE B TERM LOAN COMMITMENT" means the commitment
of a Lender to make or otherwise fund a Tranche B Term Loan and "TRANCHE B TERM
LOAN COMMITMENTS" means such commitments of all Lenders in the aggregate. The
amount of each Lender's Tranche B Term Loan Commitment is set forth on Appendix
A, subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the Tranche B Term Loan Commitments as of the
Closing Date is $275.0 million.

                           "TRANCHE B TERM LOAN EXPOSURE" means, with respect to
any Lender, as of any date of determination, the outstanding principal amount of
the Tranche B Term Loans of such Lender; provided, at any time prior to the
making of the Tranche B Term Loans, the Tranche B Term Loan Exposure of any
Lender shall be equal to such Lender's Tranche B Term Loan Commitment.

                           "TRANCHE B TERM LOAN MATURITY DATE" means the earlier
of (i) the fifth anniversary of the Closing Date, and (ii) the date that all
Tranche B Term Loans shall become due and payable in full hereunder, whether by
acceleration or otherwise.

                           "TRANCHE B TERM LOAN NOTE" means a promissory note in
the form of Exhibit B, as it may be amended, supplemented or otherwise modified
from time to time.

                           "TRANSACTION COSTS" means the fees, costs and
expenses payable by Company or any of Company's Subsidiaries on or before the
Closing Date in connection with the transactions contemplated by the Credit
Documents and the Senior Secured Note Documents.

                           "TYPE OF LOAN" means a Base Rate Loan or a Eurodollar
Rate Loan.

                           "UCC" means the Uniform Commercial Code (or any
similar or equivalent legislation) as in effect in any applicable jurisdiction.

                           "UNENCUMBERED CASH AND AVAILABLE CREDIT" means Cash
and Cash Equivalents of Company and its Subsidiaries that is not subject to a
Lien (other than Liens in favor of Collateral Agent for the benefit of the
Secured Parties granted pursuant to any Credit Document and Liens granted
pursuant to any Senior Secured Note Document permitted hereunder) other than
Cash and Cash Equivalents transferred or required to be transferred to a
restricted account pursuant to Section 5.15, plus availability of Company and
its Subsidiaries under revolving lines of credit.

         1.2.     ACCOUNTING TERMS. Except as otherwise expressly provided
herein, all accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP.

                                       30

<PAGE>

Financial statements and other information required to be delivered by Company
to Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance
with GAAP as in effect at the time of such preparation (and delivered together
with the reconciliation statements provided for in Section 5.1(d), if
applicable). Subject to the foregoing, calculations in connection with the
definitions, covenants and other provisions hereof shall utilize accounting
principles and policies in conformity with those used to prepare Company's
financial statements for its Fiscal Year ended September 28, 2002. If at any
time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Credit Document, and either Company or the
Requisite Lenders shall so request, Administrative Agent, the Lenders and
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 Requisite Lenders); provided that, until so amended, (a)
such ratio or requirement shall continue to be computed in accordance with GAAP
prior to such change therein and (b) Company shall provide to 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.

         1.3.     INTERPRETATION, ETC. Any of the terms defined herein may,
unless the context otherwise requires, be used in the singular or the plural,
depending on the reference. References herein to any Section, Appendix, Schedule
or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the
case may be, hereof unless otherwise specifically provided. The use herein of
the word "include" or "including", when following any general statement, term or
matter, shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to
similar items or matters, whether or not nonlimiting language (such as "without
limitation" or "but not limited to" or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general statement,
term or matter. Unless otherwise expressly provided herein, (a) references to
agreements (including the Credit Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Credit Document and (b) all references to any law, rule or
regulation shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such law, rule or regulation.

SECTION 2. LOANS

         2.1.     TRANCHE B TERM LOANS.

                           (a)   Tranche B Term Loan Commitments. Subject to the
terms and conditions hereof, each Lender severally agrees to make, on the
Closing Date, a Tranche B Term Loan to Company in an amount equal to such
Lender's Tranche B Term Loan Commitment. Company may make only one borrowing
under the Tranche B Term Loan Commitments, which shall be on the Closing Date.
Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid
may not be reborrowed. Subject to Sections 2.9, 2.10(a) and 2.11, all amounts
owed hereunder with respect to the Tranche B Term Loans shall be paid in full no
later than the Tranche B Term Loan Maturity Date. Each Lender's Tranche B Term
Loan Commitment shall terminate immediately and without further action on the
Closing Date after giving effect to the funding of such Lender's Tranche B Term
Loan Commitment on such date.

                                       31

<PAGE>

                           (b)   Borrowing Mechanics.

                                    (i)     Company shall deliver to
         Administrative Agent a fully executed Funding Notice no later than the
         Closing Date. Promptly upon receipt by Administrative Agent of such
         Certificate, Administrative Agent shall notify each Lender of the
         proposed borrowing.

                                    (ii)    Each Lender shall make its Tranche B
         Term Loan available to Administrative Agent not later than 12:00 p.m.
         (New York City time) on the Closing Date, by wire transfer of same day
         funds in Dollars, at Administrative Agent's Principal Office. Upon
         satisfaction or waiver of the conditions precedent specified herein,
         Administrative Agent shall make the proceeds of the Tranche B Term
         Loans available to Company on the Closing Date by causing an amount of
         same day funds in Dollars equal to the proceeds of all such Tranche B
         Term Loans received by Administrative Agent from Lenders to be credited
         to such account(s) as shall be designated in writing to Administrative
         Agent by Company.

         2.2.     PRO RATA SHARES; AVAILABILITY OF FUNDS.

                           (a)   Pro Rata Shares. All Loans shall be made by
Lenders simultaneously and proportionately to their respective Pro Rata Shares,
it being understood that no Lender shall be responsible for any default by any
other Lender in such other Lender's obligation to make a Loan requested
hereunder nor shall any Commitment of any Lender be increased or decreased as a
result of a default by any other Lender in such other Lender's obligation to
make a Loan requested hereunder.

                           (b)   Availability of Funds. Unless Administrative
Agent shall have been notified by any Lender prior to the applicable Credit Date
that such Lender does not intend to make available to Administrative Agent the
amount of such Lender's Loan requested on such Credit Date, Administrative Agent
may assume that such Lender has made such amount available to Administrative
Agent on such Credit Date and Administrative Agent may, in its sole discretion,
but shall not be obligated to, make available to Company a corresponding amount
on such Credit Date. If such corresponding amount is not in fact made available
to Administrative Agent by such Lender, Administrative Agent shall be entitled
to recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Credit Date until the date such amount
is paid to Administrative Agent, at the customary rate set by Administrative
Agent for the correction of errors among banks for three Business Days and
thereafter at the Base Rate. If such Lender does not pay such corresponding
amount forthwith upon Administrative Agent's demand therefor, Administrative
Agent shall promptly notify Company, and Company shall immediately pay such
corresponding amount to Administrative Agent together with interest thereon, for
each day from such Credit Date until the date such amount is paid to
Administrative Agent, at the rate payable hereunder for Base Rate Loans for such
Class of Loans. Nothing in this Section 2.2(b) shall be deemed to relieve any
Lender from its obligation to fulfill its Commitments hereunder or to prejudice
any rights that Company may have against any Lender as a result of any default
by such Lender hereunder.

         2.3.     USE OF PROCEEDS. The proceeds of the Tranche B Term Loans made
on the Closing Date shall be applied by Company to refinance existing
Indebtedness of Company and its Subsidiaries and for working capital and general
corporate purposes. No portion of the proceeds of any Loan shall be used in

                                       32

<PAGE>

any manner that causes or might cause such Loan or the application of such
proceeds to violate Regulation T, Regulation U or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation thereof or to
violate the Exchange Act.

         2.4.     EVIDENCE OF DEBT; REGISTER; LENDERS' BOOKS AND RECORDS;
TRANCHE B TERM LOAN NOTES.

                           (a)   Lenders' Evidence of Debt. Each Lender shall
maintain on its internal records an account or accounts evidencing the
Indebtedness of Company to such Lender, including the amounts of the Loans made
by it and each repayment and prepayment in respect thereof. Any such recordation
shall be conclusive and binding on Company, absent manifest error; provided,
failure to make any such recordation, or any error in such recordation, shall
not affect Company's Obligations in respect of any applicable Loans; and
provided further, in the event of any inconsistency between the Register and any
Lender's records, the recordations in the Register shall govern.

                           (b)   Register. Administrative Agent, acting on
behalf of Company, shall maintain at its Principal Office a register for the
recordation of the names and addresses of Lenders and the Loans of each Lender
from time to time (the "REGISTER"). The Register shall be available for
inspection by Company or any Lender at any reasonable time and from time to time
upon reasonable prior notice. Administrative Agent shall record in the Register
the Loans, and each repayment or prepayment in respect of the principal amount
of the Loans, and any such recordation shall be conclusive and binding on
Company and each Lender, absent manifest error; provided, failure to make any
such recordation, or any error in such recordation, shall not affect Company's
Obligations in respect of any Loan. Company hereby designates GSCP to serve as
Company's agent solely for purposes of maintaining the Register as provided in
this Section 2.4, and Company hereby agrees that, to the extent GSCP serves in
such capacity, GSCP and its officers, directors, employees, agents and
affiliates shall constitute "Indemnitees."

                           (c)   Tranche B Term Loan Notes. If so requested by
any Lender by written notice to Company (with a copy to Administrative Agent) at
least two Business Days prior to the Closing Date, or at any time thereafter,
Company shall execute and deliver to such Lender (and/or, if applicable and if
so specified in such notice, to any Person who is an assignee of such Lender
pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered
after the Closing Date, promptly after Company's receipt of such notice) a
Tranche B Term Loan Note or Tranche B Term Loan Notes to evidence such Lender's
Tranche B Term Loan.

         2.5.     INTEREST ON LOANS.

                           (a)   Except as otherwise set forth herein, each
Tranche B Term Loan shall bear interest on the unpaid principal amount thereof
from the date made through repayment (whether by acceleration or otherwise)
thereof as follows:

                                             (1)  if a Base Rate Loan, at the
                           Base Rate plus 3.00% per annum; or

                                       33

<PAGE>

                                             (2)  if a Eurodollar Rate Loan, at
                           the Adjusted Eurodollar Rate plus 4.00% per annum.

                           (b)   The basis for determining the rate of interest
with respect to any Loan, and the Interest Period with respect to any Eurodollar
Rate Loan, shall be selected by Company and notified to Administrative Agent and
Lenders pursuant to the applicable Funding Notice or Conversion/Continuation
Notice, as the case may be; provided, (i) the Tranche B Term Loans initially
shall be made as Base Rate Loans until the date which is 14 days following the
Closing Date and (ii) until the date that Syndication Agent notifies Company
that the primary syndication of the Tranche B Term Loans has been completed, as
determined by Syndication Agent, the Tranche B Term Loans shall be maintained as
either (1) Eurodollar Rate Loans having an Interest Period of no longer than one
month or (2) Base Rate Loans. If on any day a Loan is outstanding with respect
to which a Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan.

                           (c)   In connection with Eurodollar Rate Loans there
shall be no more than five (5) Interest Periods outstanding at any time. In the
event Company fails to specify between a Base Rate Loan or a Eurodollar Rate
Loan in the applicable Funding Notice or Conversion/Continuation Notice, such
Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted
into a Base Rate Loan on the last day of the then-current Interest Period for
such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan). In the event Company fails to
specify an Interest Period for any Eurodollar Rate Loan in the applicable
Funding Notice or Conversion/Continuation Notice, Company shall be deemed to
have selected an Interest Period of one month. As soon as practicable after
10:00 a.m. (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the Eurodollar Rate Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give
notice thereof (in writing or by telephone confirmed in writing) to Company and
each Lender.

                           (d)   Interest payable pursuant to Section 2.5(a)
shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day
or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate
Loans, on the basis of a 360-day year, in each case for the actual number of
days elapsed in the period during which it accrues. In computing interest on any
Loan, the date of the making of such Loan or the first day of an Interest Period
applicable to such Loan or, with respect to a Base Rate Loan being converted
from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan
to such Base Rate Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar
Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate
Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on
the same day on which it is made, one day's interest shall be paid on that Loan.

                           (e)   Except as otherwise set forth herein, interest
on each Loan shall be payable in arrears on and to (i) each Interest Payment
Date applicable to that Loan; (ii) any prepayment of that Loan, whether
voluntary or mandatory, to the extent accrued on the amount being prepaid; and
(iii) at maturity,

                                       34

<PAGE>

including final maturity; provided, however, with respect to any voluntary
prepayment of a Base Rate Loan, accrued interest shall instead be payable on the
applicable Interest Payment Date.

         2.6.     CONVERSION/CONTINUATION.

                           (a)   Subject to Section 2.15 and so long as no
Default or Event of Default shall have occurred and then be continuing, Company
shall have the option:

                                    (i)     to convert at any time all or any
         part of any Loan equal to $5.0 million and integral multiples of $1.0
         million in excess of that amount from one Type of Loan to another Type
         of Loan; provided, a Eurodollar Rate Loan may only be converted on the
         expiration of the Interest Period applicable to such Eurodollar Rate
         Loan unless Company shall pay all amounts due under Section 2.15 in
         connection with any such conversion; or

                                    (ii)    upon the expiration of any Interest
         Period applicable to any Eurodollar Rate Loan, to continue all or any
         portion of such Loan equal to $5.0 million and integral multiples of
         $1.0 million in excess of that amount as a Eurodollar Rate Loan.

                           (b)   Company shall deliver a Conversion/Continuation
Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at
least one Business Day in advance of the proposed conversion date (in the case
of a conversion to a Base Rate Loan) and at least three Business Days in advance
of the proposed conversion/continuation date (in the case of a conversion to, or
a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein,
a Conversion/Continuation Notice for conversion to, or continuation of, any
Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Company shall be bound to effect a conversion or continuation in accordance
therewith. Each Notice shall be executed by an Authorized Officer in a writing
delivered to Administrative Agent. In lieu of delivering a Notice, Company may
give Administrative Agent telephonic notice by the required time of any proposed
conversion/continuation; provided each such notice shall be promptly confirmed
in writing by delivery of the applicable Notice to Administrative Agent on or
before the applicable date of continuation/conversion. Neither Administrative
Agent nor any Lender shall incur any liability to Company in acting upon any
telephonic notice referred to above that Administrative Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
on behalf of Company or for otherwise acting in good faith.

         2.7.     DEFAULT INTEREST. Upon the occurrence and during the
continuance of an Event of Default, the principal amount of all Loans
outstanding and, to the extent permitted by applicable law, any interest
payments on the Loans or any fees or other amounts owed hereunder, shall during
such period bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand
at a rate that is 2.0% per annum in excess of the interest rate otherwise
payable hereunder with respect to the applicable Loans (or, in the case of any
such fees and other amounts, at a rate which is 2.0% per annum in excess of the
interest rate otherwise payable hereunder for Base Rate Loans); provided, in the
case of Eurodollar Rate Loans, upon the expiration of the Interest Period in
effect at the time any such increase in interest rate is effective such
Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at

                                       35

<PAGE>

a rate which is 2.0% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans. Payment or acceptance of the increased rates of
interest provided for in this Section 2.7 is not a permitted alternative to
timely payment and shall not constitute a waiver of any Event of Default or
otherwise prejudice or limit any rights or remedies of Administrative Agent or
any Lender.

         2.8.     FEES. Company agrees to pay to Agents such other fees in the
amounts and at the times separately agreed upon.

         2.9.     SCHEDULED PAYMENTS.

                           (a)   Scheduled Installments. The principal amounts
of the Tranche B Term Loans shall be repaid in consecutive quarterly
installments (each, an "INSTALLMENT") in the aggregate amounts set forth below
on the last day of each Fiscal Quarter (each, an "INSTALLMENT DATE"), commencing
March 31, 2003:

<TABLE>
<CAPTION>
--------------------------------------
  INSTALLMENT DATE      INSTALLMENT
--------------------------------------
<S>                     <C>
March 31, 2003          $     687,500
--------------------------------------
June 30, 2003           $     687,500
--------------------------------------
September 30, 2003      $     687,500
--------------------------------------
December 31, 2003       $     687,500
--------------------------------------
March 31, 2004          $     687,500
--------------------------------------
June 30, 2004           $     687,500
--------------------------------------
September 30, 2004      $     687,500
--------------------------------------
December 31, 2004       $     687,500
--------------------------------------
March 31, 2005          $     687,500
--------------------------------------
June 30, 2005           $     687,500
--------------------------------------
September 30, 2005      $     687,500
--------------------------------------
December 31, 2005       $     687,500
--------------------------------------
March 31, 2006          $  13,750,000
--------------------------------------
June 30, 2006           $  13,750,000
--------------------------------------
September 30, 2006      $  13,750,000
--------------------------------------
December 31, 2006       $  13,750,000
--------------------------------------
March 31, 2007          $  52,937,500
--------------------------------------
June 30, 2007           $  52,937,500
--------------------------------------
September 30, 2007      $  52,937,500
--------------------------------------
Tranche B Term Loan
Maturity Date           $  52,937,500
--------------------------------------
</TABLE>

; provided, in the event any New Term Loans are made, such New Term Loans shall
be repaid on each Installment Date occurring on or after the applicable
Increased Amount Date in an amount equal to (i) the aggregate principal amount
of New Term Loans, times (ii) the ratio (expressed as a percentage) of (y) the
amount of all other Loans being repaid on such Installment Date and (z) the
total aggregate principal amount of all other Loans outstanding on such
Installment Date.

                                       36

<PAGE>

Notwithstanding the foregoing, (x) such Installments shall be reduced in
connection with any voluntary or mandatory prepayments of the Loans in
accordance with Sections 2.10, 2.11 and 2.12, as applicable; and (y) the Loans,
together with all other amounts owed hereunder with respect thereto, shall, in
any event, be paid in full no later than the Maturity Date applicable to such
Loans.

         2.10.    VOLUNTARY PREPAYMENTS.

                           (a)   Voluntary Prepayments.

                                    (i)     Any time and from time to time,
         subject to Section 2.10(c) below and Section 2.15(c):

                                             (1)  with respect to Base Rate
                           Loans, Company may prepay any such Loans on any
                           Business Day in whole or in part, in an aggregate
                           minimum amount of $5.0 million and integral multiples
                           of $1.0 million in excess of that amount; and

                                             (2)  with respect to Eurodollar
                           Rate Loans, Company may prepay any such Loans on any
                           Business Day in whole or in part in an aggregate
                           minimum amount of $5.0 million and integral multiples
                           of $1.0 million in excess of that amount.

                                    (ii)    All such prepayments shall be made:

                                             (1)  upon not less than one
                           Business Day's prior written or telephonic notice in
                           the case of Base Rate Loans; and

                                             (2)  upon not less than three
                           Business Days' prior written or telephonic notice in
                           the case of Eurodollar Rate Loans;

in each case given to Administrative Agent by 12:00 p.m. (New York City time) on
the date required and, if given by telephone, promptly confirmed in writing to
Administrative Agent (and Administrative Agent will promptly transmit such
telephonic or original notice for Loans by telefacsimile or telephone to each
Lender). Upon the giving of any such notice, the principal amount of the Loans
specified in such notice shall become due and payable on the prepayment date
specified therein.

                           (b)   Certain Permitted Loan Repurchases.

                                    Notwithstanding anything to the contrary
contained in this Section 2.10 or any other provision of this Agreement, so long
as (i) there is no Default, (ii) there is no Event of Default and (iii) no
Default or Event of Default would result therefrom, Company may repurchase
outstanding Loans on the following basis:

                                    (i)     Company may repurchase all or any
         portion of the Term Loans of one or more Lenders pursuant to an
         Assignment Agreement, between Company and such Lender or

                                       37

<PAGE>

         Lenders in an aggregate principal amount not to exceed (y) 20.0% of the
         initial aggregate principal amount of Loans with respect to all such
         repurchases pursuant to this clause (i) and (z) 4.0% of the initial
         aggregate principal amount of Loans in any Fiscal Year; provided that,
         with respect to such repurchases, Company shall simultaneously provide
         a copy of such Assignment Agreement and any other agreements between
         Company and such Lender with respect to such repurchase to
         Administrative Agent;

                                    (ii)    In addition, Company may make one or
         more offers (each, an "OFFER") to repurchase all or any portion of the
         Loans (such Loans, the "OFFER LOANS") of the Lenders, provided, (A)
         Company delivers a notice of such Offer to Administrative Agent and all
         Lenders no later than noon (New York City time) at least five (5)
         Business Days in advance of a proposed consummation date of such Offer
         indicating (1) the last date on which such Offer may be accepted, (2)
         the maximum dollar amount of the Offer, (3) the repurchase price per
         dollar of principal amount of such Offer Loans at which Company is
         willing to repurchase the Offer Loans and (4) the instructions,
         consistent with this Section 2.10(b) with respect to the Offer (which
         shall be reasonably acceptable to Company and Administrative Agent),
         that a Lender must follow in order to have its Offer Loans repurchased;
         (B) the maximum dollar amount of the Offer shall be no less than an
         aggregate of $5.0 million; (C) Company shall hold the Offer open for a
         minimum period of two (2) Business Days; (D) a Lender who elects to
         participate in the Offer may choose to tender all or part of such
         Lender's Offer Loans; and (E) the Offer shall be made to Lenders
         holding the Offer Loans on a pro rata basis in accordance with their
         Pro Rata Shares; provided, further that, if any Lender elects not to
         participate in the Offer, either in whole or in part, the amount of
         such Lender's Offer Loans not being tendered shall be excluded in
         calculating the pro rata amount applicable to the balance of such Offer
         Loans;

                                    (iii)   With respect to all repurchases made
         by Company pursuant to this Section 2.10(b), (A) Company shall pay all
         accrued and unpaid interest, if any, on the repurchased Loans to the
         date of repurchase of such Loans, (B) Company shall have provided to
         all Lenders all information that, together with any previously provided
         information, would satisfy the requirements of Rule 10b-5 of the
         Exchange Act with respect to an offer by Company to repurchase
         securities registered under the Securities Act of 1933 (whether or not
         such securities are outstanding) as if such offer was being made as of
         the date of such repurchase of Loans from a Lender and (C) such
         repurchases shall not be deemed to be voluntary prepayments pursuant to
         this Section 2.10, 2.12 or 2.13 hereunder except that the amount of the
         Loans so repurchased shall be applied on a pro rata basis to reduce the
         scheduled remaining Installments of principal on such Loan; and

                                    (iv)    Following repurchase by Company
         pursuant to this Section 2.10(b), the Loans so repurchased shall be
         immediately cancelled and shall be deemed cancelled for all purposes
         and no longer outstanding (and may not be resold by Company), for all
         purposes of this Agreement and all other Credit Documents, including,
         but not limited to (A) the making of, or the application of, any
         payments to the Lenders under this Agreement or any other Credit
         Document, (B) the making of any request, demand, authorization,
         direction, notice, consent or waiver under this Agreement or any other
         Credit Document or (C) the determination of Requisite Lenders, or for
         any similar or related purpose, under this Agreement or any other
         Credit Document. Any

                                       38

<PAGE>

         payment made by Company in connection with a repurchase permitted by
         this Section 2.10(b) shall not be subject to the provisions of either
         Section 2.13(a) or Section 2.14. Failure by Company to make any payment
         to a Lender required by an agreement permitted by this Section 2.10(b)
         shall not constitute an Event of Default under Section 8.1(a).

Notwithstanding any of the provisions set forth in this Agreement to the
contrary, Company, the Lenders and Agents hereby agree that nothing in this
Agreement shall be understood to mean or suggest that the Loans constitute
"securities" for purposes of either the Securities Act or the Exchange Act.

                           (c)   Tranche B Term Loan Call Protection. In the
event that for any reason the Tranche B Term Loans are prepaid in whole or in
part prior to the date falling three (3) years after the Closing Date (other
than scheduled Installments pursuant to Section 2.9 and repurchases pursuant to
Section 2.10(b), but including prepayments pursuant to Section 2.11), Company
shall pay to Lenders having Tranche B Term Loan Exposure a prepayment premium on
any amount prepaid as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------
                                    PREPAYMENT PREMIUM AS A
RELEVANT PERIOD (NUMBER OF YEARS    PERCENTAGE OF THE AMOUNT
ELAPSED SINCE THE CLOSING DATE)             PREPAID
-------------------------------------------------------------
<S>                                 <C>
Prior to one                                103.00%
-------------------------------------------------------------
On or after one and prior to two            102.00%
-------------------------------------------------------------
On or after two and prior to three          101.00%
-------------------------------------------------------------
On or after three                           100.00%
-------------------------------------------------------------
</TABLE>

         2.11.    MANDATORY PREPAYMENTS.

                           (a)   Asset Sales. No later than the first Business
Day following the date of receipt by Company or any of its Subsidiaries of any
Net Asset Sale Proceeds, Company shall prepay the Loans in an aggregate amount
equal to such Net Asset Sale Proceeds (together with any prepayment premium
required under Section 2.10(c)); provided, so long as no Default or Event of
Default shall have occurred and be continuing, Company shall have the option,
directly or through one or more of its Subsidiaries, to invest Net Asset Sale
Proceeds within three hundred sixty-five (365) days of receipt thereof in
Additional Assets (including by means of an Investment in Additional Assets by a
Subsidiary with Net Asset Sale Proceeds received by Company or another
Subsidiary); provided that, if the assets that were the subject of such Asset
Sale constituted Collateral, then the Additional Assets reinvested with the Net
Asset Sale Proceeds from the sale of such Collateral shall be assets that
constitute Collateral and shall be pledged at in accordance with Sections 5.10
and 5.11, as applicable, to Collateral Agent as Collateral or otherwise become
Collateral in accordance with the terms of the Credit Documents.

                           (b)   Payments in respect of Convertible Securities.
If Company fails to deliver to Administrative Agent an Officer's Certificate, on
a date no earlier than the date which is ninety (90) days prior to, and no later
than the date which is eighty-five (85) days prior to, the date of any mandatory
purchase, redemption, exchange or other principal, accreted value or premium
payment in respect of any Convertible Securities, evidencing that, on a pro
forma basis, adjusting for such anticipated mandatory refinancing, purchase,
redemption, exchange or other principal, accreted value or premium payment, as
applicable, the Unencumbered Cash and Available Credit will be at least $500.0
million, Company shall

                                       39

<PAGE>

immediately prepay all Obligations (together with any prepayment premium
required under Section 2.10(c)). In addition to the foregoing, if Company fails
to deliver to Administrative Agent an Officer's Certificate, on a date no
earlier than the date which is thirty (30) days prior to, and no later than the
date which is twenty-five (25) days prior to, the date of any such mandatory
purchase, redemption, exchange or other principal, accreted value or premium
payment in respect of any Convertible Securities, confirming that, on a pro
forma basis, adjusting for such anticipated mandatory refinancing, purchase,
redemption, exchange or other principal, accreted value or premium payment, as
applicable, the Unencumbered Cash and Available Credit will be at least $500.0
million, Company shall immediately prepay all Obligations (together with any
prepayment premium required under Section 2.10(c)).

                           (c)   Prepayment Certificate. Concurrently with any
prepayment of the Loans pursuant to Section 2.11(a), Company shall deliver to
Administrative Agent a certificate of an Authorized Officer demonstrating the
calculation of the amount of the Net Asset Sale Proceeds. In the event that
Company shall subsequently determine that the actual amount received exceeded
the amount set forth in such certificate, Company shall promptly make an
additional prepayment of the Loans in an amount equal to such excess, and
Company shall concurrently therewith deliver to Administrative Agent a
certificate of an Authorized Officer demonstrating the derivation of such
excess.

         2.12.    APPLICATION OF PREPAYMENTS.

                           (a)   Application of Voluntary Prepayments. Any
prepayment of any Loan pursuant to Section 2.10(a) shall be applied on a pro
rata basis to reduce the scheduled remaining Installments of principal on such
Loan.

                           (b)   Application of Mandatory Prepayments. Any
amount required to be paid pursuant to Sections 2.11(a) shall be applied on a
pro rata basis to reduce the remaining scheduled Installments of principal of
the Loans.

                           (c)   Application of Prepayments of Loans to Base
Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being
prepaid separately, any prepayments of Loans shall be applied first to Base Rate
Loans to the full extent thereof before application to Eurodollar Rate Loans, in
each case in a manner which minimizes the amount of any payments required to be
made by Company pursuant to Section 2.15(c).

         2.13.    GENERAL PROVISIONS REGARDING PAYMENTS.

                           (a)   All payments by Company of principal, interest,
fees and other Obligations shall be made in Dollars in same day funds, without
defense, setoff or counterclaim, free of any restriction or condition, and
delivered to Administrative Agent not later than 12:00 p.m. (New York City time)
on the date due at the Administrative Agent's Principal Office for the account
of Lenders; funds received by Administrative Agent after that time on such due
date shall be deemed to have been paid by Company on the next succeeding
Business Day.

                                       40

<PAGE>

                           (b)   All payments in respect of the principal amount
of any Loan shall include payment of accrued and unpaid interest and premium, if
any is due, on the principal amount being repaid or prepaid, and all such
payments (and, in any event, any payments in respect of any Loan on a date when
interest is due and payable with respect to such Loan) shall be applied to the
payment of any premium and interest before application to principal.

                           (c)   Administrative Agent shall promptly distribute
to each Lender at such address as such Lender shall indicate in writing, such
Lender's applicable Pro Rata Share of all payments and prepayments of principal,
premium and interest due hereunder, together with all other amounts due thereto,
to the extent received by Administrative Agent.

                           (d)   Notwithstanding the foregoing provisions
hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected
Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata
Share of any Eurodollar Rate Loans, Administrative Agent shall give effect
thereto in apportioning payments received thereafter.

                           (e)   Subject to the provisos set forth in the
definition of "Interest Period", whenever any payment to be made hereunder shall
be stated to be due on a day that is not a Business Day, such payment shall be
made on the next succeeding Business Day and such extension of time shall be
included in the computation of the payment of interest hereunder.

                           (f)   Company hereby authorizes Administrative Agent
to charge Company's accounts with Administrative Agent in order to cause timely
payment to be made to Administrative Agent of all principal, premium, interest,
fees and expenses due hereunder (subject to sufficient funds being available in
its accounts for that purpose).

                           (g)   Administrative Agent shall deem any payment by
or on behalf of Company hereunder that is not made in same day funds prior to
12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment
shall not be deemed to have been received by Administrative Agent until the
later of (i) the time such funds become available funds, and (ii) the applicable
next Business Day. Administrative Agent shall give prompt telephonic notice to
Company and each applicable Lender (confirmed in writing) if any payment is
non-conforming. Any non-conforming payment may constitute or become a Default or
Event of Default in accordance with the terms of Section 8.1(a). Interest shall
continue to accrue on any premium and principal as to which a non-conforming
payment is made until such funds become available funds (but in no event less
than the period from the date of such payment to the next succeeding applicable
Business Day) at the rate determined pursuant to Section 2.7 from the date such
amount was due and payable until the date such amount is paid in full.

                           (h)   If an Event of Default shall have occurred and
not otherwise been cured or waived, and the maturity of the Obligations shall
have been accelerated pursuant to Section 8.1, all payments or proceeds received
by Agents hereunder in respect of any of the Obligations, shall be applied in
accordance with the application arrangements described in Section 7.2 of the
Pledge and Security Agreement.

                                       41

<PAGE>

         2.14.    RATABLE SHARING. Lenders hereby agree among themselves that,
except as otherwise provided in the Collateral Documents with respect to amounts
realized from the exercise of rights with respect to Liens on the Collateral, if
any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof),
through the exercise of any right of set-off or banker's lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, amounts payable in respect of fees and
other amounts then due and owing to such Lender hereunder or under the other
Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender)
which is greater than the proportion received by any other Lender in respect of
the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (a) notify Administrative Agent and each
other Lender of the receipt of such payment and (b) apply a portion of such
payment to purchase participations (which it shall be deemed to have purchased
from each seller of a participation simultaneously upon the receipt by such
seller of its portion of such payment) in the Aggregate Amounts Due to the other
Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by
all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all
or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or
reorganization of Company or otherwise, those purchases shall be rescinded and
the purchase prices paid for such participations shall be returned to such
purchasing Lender ratably to the extent of such recovery, but without interest.
Company expressly consents to the foregoing arrangement and agrees that any
holder of a participation so purchased may exercise any and all rights of
banker's lien, set-off or counterclaim with respect to any and all monies owing
by Company to that holder with respect thereto as fully as if that holder were
owed the amount of the participation held by that holder.

         2.15.    MAKING OR MAINTAINING EURODOLLAR RATE LOANS.

                           (a)   Inability to Determine Applicable Interest
Rate. In the event that Administrative Agent shall have determined (which
determination shall be final and conclusive and binding upon all parties
hereto), on any Interest Rate Determination Date with respect to any Eurodollar
Rate Loans, that by reason of circumstances affecting the London interbank
market adequate and fair means do not exist for ascertaining the interest rate
applicable to such Loans on the basis provided for in the definition of Adjusted
Eurodollar Rate, Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to Company and each Lender
of such determination, whereupon (i) no Loans may be made as, or converted to,
Eurodollar Rate Loans until such time as Administrative Agent notifies Company
and Lenders that the circumstances giving rise to such notice no longer exist,
and (ii) any Conversion/Continuation Notice given by Company with respect to the
Loans in respect of which such determination was made shall be deemed to be
rescinded by Company.

                           (b)   Illegality or Impracticability of Eurodollar
Rate Loans. In the event that on any date any Lender shall have determined
(which determination shall be final and conclusive and binding upon all parties
hereto but shall be made only after consultation with Company and Administrative
Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans
(i) has become unlawful as a result of compliance by such Lender in good faith
with any applicable law, treaty, governmental rule, regulation, guideline or
order (or would conflict with any such treaty, governmental rule, regulation,
guideline or

                                       42

<PAGE>

order not having the force of law even though the failure to comply therewith
would not be unlawful), or (ii) has become impracticable, as a result of
contingencies occurring after the date hereof which materially and adversely
affect the London interbank market or the position of such Lender in that
market, then, and in any such event, such Lender shall be an "AFFECTED LENDER"
and it shall on that day give notice (by telefacsimile or by telephone confirmed
in writing) to Company and Administrative Agent of such determination (which
notice Administrative Agent shall promptly transmit to each other Lender).
Thereafter (1) the obligation of the Affected Lender to make Loans as, or to
convert Loans to, Eurodollar Rate Loans shall be suspended until such notice
shall be withdrawn by the Affected Lender, (2) to the extent such determination
by the Affected Lender relates to a Eurodollar Rate Loan then being requested by
Company pursuant to a Conversion/Continuation Notice, the Affected Lender shall
make such Loan as (or continue such Loan as or convert such Loan to, as the case
may be) a Base Rate Loan, (3) the Affected Lender's obligation to maintain its
outstanding Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at
the earlier to occur of the expiration of the Interest Period then in effect
with respect to the Affected Loans or when required by law, and (4) the Affected
Loans shall automatically convert into Base Rate Loans on the date of such
termination. Notwithstanding the foregoing, to the extent a determination by an
Affected Lender as described above relates to a Eurodollar Rate Loan then being
requested by Company pursuant to a Conversion/Continuation Notice, Company shall
have the option, subject to the provisions of Section 2.15(c), to rescind such
Conversion/Continuation Notice as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to Administrative Agent of
such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Administrative
Agent shall promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this Section 2.15(b) shall affect the
obligation of any Lender other than an Affected Lender to make or maintain Loans
as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms
hereof.

                           (c)   Compensation for Breakage or Non-Commencement
of Interest Periods. Company shall compensate each Lender, upon written request
by such Lender (which request shall set forth in reasonable detail the basis for
requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid by such Lender to lenders of funds borrowed by it
to make or carry its Eurodollar Rate Loans and any loss, expense or liability
sustained by such Lender in connection with the liquidation or re-employment of
such funds but excluding loss of anticipated profits) which such Lender may
sustain: (i) if for any reason (other than a default by such Lender) a
conversion to or continuation of any Eurodollar Rate Loan does not occur on a
date specified therefor in a Conversion/Continuation Notice or a telephonic
request for conversion or continuation; (ii) if any prepayment or other
principal payment or any conversion of any of its Eurodollar Rate Loans occurs
on a date prior to the last day of an Interest Period applicable to that Loan;
or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on
any date specified in a notice of prepayment given by Company.

                           (d)   Booking of Eurodollar Rate Loans. Any Lender
may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of
any of its branch offices or the office of an Affiliate of such Lender.

                           (e)   Assumptions Concerning Funding of Eurodollar
Rate Loans. Calculation of all amounts payable to a Lender under this Section
2.15 and under Section 2.16 shall be made as though such Lender had actually
funded each of its relevant Eurodollar Rate Loans through the purchase of a

                                       43

<PAGE>

Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i)
of the definition of Adjusted Eurodollar Rate in an amount equal to the amount
of such Eurodollar Rate Loan and having a maturity comparable to the relevant
Interest Period and through the transfer of such Eurodollar deposit from an
offshore office of such Lender to a domestic office of such Lender in the United
States of America; provided, however, each Lender may fund each of its
Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions
shall be utilized only for the purposes of calculating amounts payable under
this Section 2.15 and under Section 2.16.

         2.16.    INCREASED COSTS; CAPITAL ADEQUACY.

                           (a)   Compensation For Increased Costs and Taxes.
Subject to the provisions of Section 2.17 (which shall be controlling with
respect to the matters covered thereby), in the event that any Lender shall
determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or governmental authority, in each case that
becomes effective after the date hereof, or compliance by such Lender with any
guideline, request or directive announced, issued or made after the date hereof
by any central bank or other governmental or quasi-governmental authority
(whether or not having the force of law): (i) subjects such Lender (or its
applicable lending office) to any additional Tax (other than any Tax on the
overall net income of such Lender) with respect to this Agreement or any of the
other Credit Documents or any of its obligations hereunder or thereunder or any
payments to such Lender (or its applicable lending office) of principal,
interest, fees or any other amount payable hereunder; (ii) imposes, modifies or
holds applicable any reserve (including any marginal, emergency, supplemental,
special or other reserve), special deposit, compulsory loan, FDIC insurance or
similar requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit extended by, or
any other acquisition of funds by, any office of such Lender (other than any
such reserve or other requirements with respect to Eurodollar Rate Loans that
are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes
any other condition (other than with respect to a Tax matter) on or affecting
such Lender (or its applicable lending office) or its obligations hereunder or
the London interbank market; and the result of any of the foregoing is to
increase the cost to such Lender of agreeing to make, making or maintaining
Loans hereunder or to reduce any amount received or receivable by such Lender
(or its applicable lending office) with respect thereto; then, in any such case,
Company shall promptly pay to such Lender, upon receipt of the statement
referred to in the next sentence, such additional amount or amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in
amounts received or receivable hereunder. Such Lender shall deliver to Company
(with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to such
Lender under this Section 2.16(a), which statement shall be conclusive and
binding upon all parties hereto absent manifest error.

                           (b)   Capital Adequacy Adjustment. In the event that
any Lender shall have determined that the adoption, effectiveness, phase-in or
applicability after the Closing Date of any law, rule or regulation (or any
provision thereof) regarding capital adequacy, or any change therein or in the

                                       44

<PAGE>

interpretation or administration thereof by any Governmental Authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender (or its applicable lending office) with any
guideline, request or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental Authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on the capital of such Lender or any corporation controlling such Lender as a
consequence of, or with reference to, such Lender's Loans, or participations
therein or other obligations hereunder with respect to the Loans to a level
below that which such Lender or such controlling corporation could have achieved
but for such adoption, effectiveness, phase-in, applicability, change or
compliance (taking into consideration the policies of such Lender or such
controlling corporation with regard to capital adequacy), then from time to
time, within five Business Days after receipt by Company from such Lender of the
statement referred to in the next sentence, Company shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such
controlling corporation on an after-tax basis for such reduction. Such Lender
shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to Lender under this Section 2.16(b), which statement
shall be conclusive and binding upon all parties hereto absent manifest error.

         2.17.    TAXES; WITHHOLDING, ETC.

                           (a)   Payments to Be Free and Clear. All sums payable
by any Credit Party hereunder and under the other Credit Documents shall (except
to the extent required by law) be paid free and clear of, and without any
deduction or withholding on account of, any Tax (other than a Tax on the overall
net income of any Lender) imposed, levied, collected, withheld or assessed by or
within the United States of America or any political subdivision in or of the
United States of America or any other jurisdiction from or to which a payment is
made by or on behalf of any Credit Party or by any federation or organization of
which the United States of America or any such jurisdiction is a member at the
time of payment.

                           (b)   Withholding of Taxes. If any Credit Party or
any other Person is required by law to make any deduction or withholding on
account of any such Tax from any sum paid or payable by any Credit Party to
Administrative Agent or any Lender under any of the Credit Documents: (i)
Company shall notify Administrative Agent of any such requirement or any change
in any such requirement as soon as Company becomes aware of it; (ii) Company
shall pay any such Tax before the date on which penalties attach thereto, such
payment to be made (if the liability to pay is imposed on any Credit Party) for
its own account or (if that liability is imposed on Administrative Agent or such
Lender, as the case may be) on behalf of and in the name of Administrative Agent
or such Lender; (iii) the sum payable by such Credit Party in respect of which
the relevant deduction, withholding or payment is required shall be increased to
the extent necessary to ensure that, after the making of that deduction,
withholding or payment, Administrative Agent or such Lender, as the case may be,
receives on the due date a net sum equal to what it would have received had no
such deduction, withholding or payment been required or made; and (iv) within
thirty (30) days after paying any sum from which it is required by law to make
any deduction or withholding, and within thirty (30) days after the due date of
payment of any Tax which it is required by clause (ii) above to pay, Company
shall deliver to Administrative Agent evidence satisfactory to the other
affected parties of such deduction, withholding or payment and of the remittance
thereof to the relevant taxing or other authority; provided, no such additional
amount shall be required to be paid to any Lender under clause (iii) above
except to the extent that any change after the date hereof (in the case of

                                       45

<PAGE>

each Lender listed on the signature pages hereof on the Closing Date) or after
the effective date of the Assignment Agreement pursuant to which such Lender
became a Lender (in the case of each other Lender) in any such requirement for a
deduction, withholding or payment as is mentioned therein shall result in an
increase in the rate of such deduction, withholding or payment from that in
effect at the date hereof or at the date of such Assignment Agreement, as the
case may be, in respect of payments to such Lender.

                           (c)   Evidence of Exemption From U.S. Withholding
Tax. Each Lender that is not a United States Person (as such term is defined in
Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax
purposes (a "NON-US LENDER") shall deliver to Administrative Agent for
transmission to Company, on or prior to the Closing Date (in the case of each
Lender listed on the signature pages hereof on the Closing Date) or on or prior
to the date of the Assignment Agreement pursuant to which it becomes a Lender
(in the case of each other Lender), and at such other times as may be necessary
in the determination of Company or Administrative Agent (each in the reasonable
exercise of its discretion), (i) two original copies of Internal Revenue Service
Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly
executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by Company to establish that such
Lender is not subject to deduction or withholding of United States federal
income tax with respect to any payments to such Lender of principal, interest,
fees or other amounts payable under any of the Credit Documents, or (ii) if such
Lender is not a "bank" or other Person described in Section 881(c)(3) of the
Internal Revenue Code and cannot deliver either Internal Revenue Service Form
W-8BEN or W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status
together with two original copies of Internal Revenue Service Form W-8 (or any
successor form), properly completed and duly executed by such Lender, and such
other documentation required under the Internal Revenue Code and reasonably
requested by Company to establish that such Lender is not subject to deduction
or withholding of United States federal income tax with respect to any payments
to such Lender of interest payable under any of the Credit Documents. Each
Lender required to deliver any forms, certificates or other evidence with
respect to United States federal income tax withholding matters pursuant to this
Section 2.17(c) hereby agrees, from time to time after the initial delivery by
such Lender of such forms, certificates or other evidence, whenever a lapse in
time or change in circumstances renders such forms, certificates or other
evidence obsolete or inaccurate in any material respect, that such Lender shall
promptly deliver to Administrative Agent for transmission to Company two new
original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a
Certificate re Non-Bank Status and two original copies of Internal Revenue
Service Form W-8, as the case may be, properly completed and duly executed by
such Lender, and such other documentation required under the Internal Revenue
Code and reasonably requested by Company to confirm or establish that such
Lender is not subject to deduction or withholding of United States federal
income tax with respect to payments to such Lender under the Credit Documents,
or notify Administrative Agent and Company of its inability to deliver any such
forms, certificates or other evidence. Company shall not be required to pay any
additional amount to any Non-US Lender under Section 2.17(b)(iii) if such Lender
shall have failed (1) to deliver the forms, certificates or other evidence
referred to in the first or second sentences of this Section 2.17(c), or (2) to
notify Administrative Agent and Company of its inability to deliver any such
forms, certificates or other evidence, as the case may be; provided, if such
Lender shall have satisfied the requirements of the first sentence of this
Section 2.17(c) on the Closing Date or on the date of the Assignment Agreement
pursuant to which it became a Lender, as applicable, nothing in this last
sentence of Section 2.17(c) shall relieve Company of its obligation to

                                       46

<PAGE>

pay any additional amounts pursuant to Section 2.16(a) in the event that, as a
result of any change in any applicable law, treaty or governmental rule,
regulation or order, or any change in the interpretation, administration or
application thereof, such Lender is no longer properly entitled to deliver
forms, certificates or other evidence at a subsequent date establishing the fact
that such Lender is not subject to withholding as described herein.

         2.18.    OBLIGATION TO MITIGATE. Each Lender agrees that, as promptly
as practicable after the officer of such Lender responsible for administering
its Loans becomes aware of the occurrence of an event or the existence of a
condition that would cause such Lender to become an Affected Lender or that
would entitle such Lender to receive payments under Section 2.15, 2.16 or 2.17,
it will, to the extent not inconsistent with the internal policies of such
Lender and any applicable legal or regulatory restrictions, use reasonable
efforts to (a) make, issue, fund or maintain its Loans, including any Affected
Loans, through another office of such Lender, or (b) take such other measures as
such Lender may deem reasonable, if as a result thereof the circumstances which
would cause such Lender to be an Affected Lender would cease to exist or the
additional amounts which would otherwise be required to be paid to such Lender
pursuant to Section 2.15, 2.16 or 2.17 would be materially reduced and if, as
determined by such Lender in its sole discretion, the making, issuing, funding
or maintaining of such Loans through such other office or in accordance with
such other measures, as the case may be, would not otherwise adversely affect
such Loans or the interests of such Lender; provided, such Lender will not be
obligated to utilize such other office pursuant to this Section 2.18 unless
Company agrees to pay all incremental expenses incurred by such Lender as a
result of utilizing such other office as described in clause (a) above. A
certificate as to the amount of any such expenses payable by Company pursuant to
this Section 2.18 (setting forth in reasonable detail the basis for requesting
such amount) submitted by such Lender to Company (with a copy to Administrative
Agent) shall be conclusive absent manifest error.

         2.19.    REMOVAL OR REPLACEMENT OF A LENDER. Anything contained herein
to the contrary notwithstanding, in the event that: (a) any Lender (an
"INCREASED-COST LENDER") shall give notice to Company that such Lender is an
Affected Lender or that such Lender is entitled to receive payments under
Section 2.15, 2.16 or 2.17, or pursuant to Section 2.15(b) is unable to make
Eurodollar Rate Loans, the circumstances which have caused such Lender to be an
Affected Lender or which entitle such Lender to receive such payments shall
remain in effect, and such Lender shall fail to withdraw such notice within five
(5) Business Days after Company's request for such withdrawal; or (b) in
connection with any proposed amendment, modification, termination, waiver or
consent with respect to any of the provisions hereof as contemplated by Section
10.5(b), the consent of Requisite Lenders shall have been obtained but the
consent of one or more of such other Lenders (each a "NON-CONSENTING LENDER")
whose consent is required shall not have been obtained; then, with respect to
each such Increased-Cost Lender or Non-Consenting Lender (the "TERMINATED
LENDER"), Company may, by giving written notice to Administrative Agent and any
Terminated Lender of its election to do so, elect to cause such Terminated
Lender (and such Terminated Lender hereby irrevocably agrees) to assign its
outstanding Loans in full to one or more Eligible Assignees (each a "REPLACEMENT
LENDER") in accordance with the provisions of Section 10.6 and Terminated Lender
shall pay any fees payable thereunder in connection with such assignment;
provided, (1) on the date of such assignment, the Replacement Lender shall pay
to Terminated Lender an amount equal to the principal of, and all accrued
interest on, all outstanding Loans of the Terminated Lender (and, other than as
specified in clause (2) below, no premium shall be payable in connection
therewith); (2) on the date of such assignment, Company shall pay any amounts
payable to

                                       47

<PAGE>

such Terminated Lender pursuant to Section 2.15(c), 2.16 or 2.17 or otherwise
(in the case of any Non-Consenting Lender, as if it were a prepayment under
Section 2.10(c)) and Company shall reimburse the Terminated Lender for any fees
paid by such Terminated Lender pursuant to Section 10.6 and in connection with
the assignment; and (3) in the event such Terminated Lender is a Non-Consenting
Lender, each Replacement Lender shall consent, at the time of such assignment,
to each matter in respect of which such Terminated Lender was a Non-Consenting
Lender. Upon the prepayment of all amounts owing to any Terminated Lender, such
Terminated Lender shall no longer constitute a "Lender" for purposes hereof;
provided, any rights of such Terminated Lender to indemnification hereunder
shall survive as to such Terminated Lender.

         2.20.    INCREMENTAL FACILITIES. Company may by written notice to
Syndication Agent elect to request the establishment of new term loan
commitments (the "NEW TERM LOAN COMMITMENTS") on one occasion, in the amount of
$25.0 million (or such lesser amount which shall be approved by Administrative
Agent and Syndication Agent). Such notice shall specify (A) the date (the
"INCREASED AMOUNT DATE") on which Company proposes that the New Term Loan
Commitments shall be effective, which shall be a date not less than ten (10)
Business Days after the date on which such notice is delivered to Syndication
Agent and (B) the identity of each Lender or other Person that is an Eligible
Assignee (each, a "NEW TERM LOAN LENDER") to whom Company proposes any portion
of such New Term Loan Commitments be allocated and the amounts of such
allocations; provided that any Lender approached to provide all or a portion of
the New Term Loan Commitments may elect or decline, in its sole discretion, to
provide a New Term Loan Commitment. Such New Term Loan Commitments shall become
effective as of the Increased Amount Date; provided that (1) no Default or Event
of Default shall exist on the Increased Amount Date before or after giving
effect to such New Term Loan Commitments; (2) both before and after giving
effect to the making of any New Term Loans, each of the conditions set forth in
Section 3.2 shall be satisfied; (3) Company and its Subsidiaries shall be in pro
forma compliance with each of the covenants set forth in Section 6.8 as of the
last day of the most recently ended Fiscal Quarter after giving effect to such
New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected
pursuant to one or more Joinder Agreements executed and delivered by Company,
Syndication Agent and Administrative Agent, and each of which shall be recorded
in the Register and shall be subject to the requirements set forth in Section
2.17(c); (5) Company shall make any payments required pursuant to Section
2.15(c) in connection with the New Term Loan Commitments; (6) Company shall
deliver or cause to be delivered any legal opinions or other documents
reasonably requested by Administrative Agent in connection with any such
transaction; and (7) Administrative Agent shall have received a Borrowing Base
Certificate, which shall be in form and substance reasonably satisfactory to
Administrative Agent and which shall confirm that, on a pro forma basis, after
giving effect to the New Term Loans requested on the applicable Credit Date, the
Borrowing Base then in effect shall exceed an amount equal to (A) 1.25
multiplied by (B) the outstanding principal amount of the Loans.

         On the Increased Amount Date on which any New Term Loan Commitments are
effective, subject to the satisfaction of the foregoing terms and conditions,
(i) each New Term Loan Lender shall make a Loan to Company (a "NEW TERM LOAN")
in an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan
Lender shall become a Lender hereunder with respect to the New Term Loan
Commitment and the New Term Loans made pursuant thereto.

                                       48

<PAGE>

         Administrative Agent shall notify the Lenders promptly upon receipt of
Company's notice of the Increased Amount Date and in respect thereof the New
Term Loan Commitments and the New Term Loan Lenders, subject to the assignments
contemplated by this Section.

         The terms and provisions of the New Term Loan Commitments shall be,
except as otherwise set forth herein or in any Joinder Agreement, identical to
the Tranche B Term Loans. In any event (i) the weighted average life to maturity
of all New Term Loans shall be no shorter than the weighted average life to
maturity of the Tranche B Terms Loans, (ii) the New Term Loan Maturity Date
shall be no shorter than the final maturity of the Tranche B Term Loans, (iii)
the rate of interest applicable to the New Term Loans shall be determined by
Company and the applicable new Lenders and shall be set forth in each applicable
Joinder Agreement; provided however that the interest rate applicable to the New
Term Loans shall not be greater than the interest rate payable with respect to
Tranche B Term Loans unless the interest rate with respect to the Tranche B Term
Loans is increased so as to equal the interest rate applicable to the New Term
Loans. Each Joinder Agreement may, without the consent of any other Lenders,
effect such amendments to this Agreement and the other Credit Documents as may
be necessary or appropriate, in the opinion of Syndication Agent and
Administrative Agent, to effect the provisions of this Section 2.20.

         This Section 2.20 shall supersede any provisions in Section 10.5 to the
contrary.

SECTION 3.  CONDITIONS PRECEDENT

         3.1.     CLOSING DATE. The obligation of any Lender to make a Tranche B
Term Loan on the Closing Date is subject to the satisfaction, or waiver in
accordance with Section 10.5, of the following conditions on or before the
Closing Date:

                           (a)   Credit Documents. Administrative Agent shall
have received sufficient copies of each Credit Document originally executed and
delivered by each applicable Credit Party for each Lender.

                           (b)   Organizational Documents; Incumbency.
Administrative Agent shall have received (i) sufficient copies of each
Organizational Document and, to the extent applicable, certified as of a recent
date by the appropriate governmental official, for each Lender, each dated the
Closing Date or a recent date prior thereto; (ii) signature and incumbency
certificates of the officers of such Person executing the Credit Documents to
which it is a party; (iii) resolutions of the Board of Directors or similar
governing body of each Credit Party approving and authorizing the execution,
delivery and performance of this Agreement and the other Credit Documents and
the Senior Secured Note Documents to which it is a party or by which it or its
assets may be bound as of the Closing Date, certified as of the Closing Date by
its secretary or an assistant secretary as being in full force and effect
without modification or amendment; (iv) a good standing certificate from the
applicable Governmental Authority of each Credit Party's jurisdiction of
incorporation, organization or formation and in each jurisdiction in which it is
qualified as a foreign corporation or other entity to do business, each dated a
recent date prior to the Closing Date; and (v) such other documents as
Administrative Agent may reasonably request.

                           (c)   Organizational and Capital Structure. The
organizational structure and capital structure of Company and its Subsidiaries
shall be as set forth in Schedule 4.1 of the Disclosure Letter.

                                       49

<PAGE>

                           (d)   Consummation of Transactions Contemplated by
Senior Secured Note Documents.

                                    (i)     (A) All conditions to the issuance
         and sale of the Senior Secured Notes shall have been satisfied or the
         fulfillment of any such conditions shall have been waived with the
         consent of Syndication Agent and Administrative Agent, and (B) Company
         shall have issued at least $750.0 million in aggregate face value of
         the Senior Secured Notes.

                                    (ii)    Syndication Agent and Administrative
         Agent shall each have received a fully executed or conformed copy of
         each Senior Secured Note Document and any documents executed in
         connection therewith, together with copies of each of the opinions of
         counsel to Company and its Subsidiaries delivered to the parties under
         the Senior Secured Note Documents, accompanied by a letter from each
         such counsel (to the extent not inconsistent with such counsel's
         established internal policies) authorizing Lenders to rely upon such
         opinion to the same extent as though it were addressed to Lenders. Each
         Senior Secured Note Document shall be in full force and effect, shall
         include terms and provisions reasonably satisfactory to Administrative
         Agent and Syndication Agent and no provision thereof shall have been
         modified or waived in any respect determined by Syndication Agent or
         Administrative Agent to be material, in each case without the consent
         of Syndication Agent and Administrative Agent.

                           (e)   Designated Existing Indebtedness. On the
Closing Date, Company and its Subsidiaries shall have (i) repaid in full all
Designated Existing Indebtedness, (ii) terminated any commitments to lend or
make other extensions of credit thereunder, (iii) delivered to Syndication Agent
and Administrative Agent all documents or instruments necessary to release all
Liens securing Designated Existing Indebtedness or other obligations of Company
and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made
arrangements satisfactory to Syndication Agent and Administrative Agent with
respect to the cancellation of any letters of credit outstanding thereunder.

                           (f)   Transaction Costs. On or prior to the Closing
Date, Company shall have delivered to Administrative Agent Company's reasonable
best estimate of the Transaction Costs (other than fees payable to any Agent).

                           (g)   Governmental Authorizations and Consents. Each
Credit Party shall have obtained all Governmental Authorizations and all
consents of other Persons, in each case that are necessary or advisable in
connection with the transactions contemplated by the Credit Documents and the
Senior Secured Note Documents and each of the foregoing shall be in full force
and effect and in form and substance reasonably satisfactory to Syndication
Agent and Administrative Agent. All applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose adverse conditions on the
transactions contemplated by the Credit Documents or the Senior Secured Note
Documents or the financing thereof and no action, request for stay, petition for
review or rehearing, reconsideration, or appeal with respect to any of the
foregoing shall be pending, and the time for any applicable agency to take
action to set aside its consent on its own motion shall have expired.

                           (h)   Real Estate Assets. In order to create in favor
of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to
any filing and/or recording referred to herein, perfected First

                                       50

<PAGE>

Priority security interest in certain Real Estate Assets, except as agreed to
and specified in Section 5.11, Company and each applicable Guarantor shall
deliver to Collateral Agent:

                                    (i)     fully executed and notarized
         Mortgages, in proper form for recording in all appropriate places in
         all applicable jurisdictions, encumbering each Real Estate Asset listed
         in Schedule 3.1(h) (each, an "INITIAL MORTGAGED PROPERTY");

                                    (ii)    an opinion of counsel (which counsel
         shall be reasonably satisfactory to Collateral Agent) in each state in
         which an Initial Mortgaged Property is located with respect to the
         enforceability of the form(s) of Mortgages to be recorded in such state
         and such other matters as Collateral Agent may reasonably request, in
         each case in form and substance reasonably satisfactory to Collateral
         Agent;

                                    (iii)   (A) mortgagee title insurance
         policies or unconditional commitments therefor issued by one or more
         title companies reasonably satisfactory to Collateral Agent with
         respect to each Initial Mortgaged Property (each, a "TITLE POLICY"), in
         amounts not less than the fair market value of each Initial Mortgaged
         Property, together with a title report issued by a title company with
         respect thereto, dated not more than thirty (30) days prior to the
         Closing Date and copies of all recorded documents listed as exceptions
         to title or otherwise referred to therein, each in form and substance
         reasonably satisfactory to Collateral Agent and (B) evidence
         satisfactory to Collateral Agent that such Credit Party has paid to the
         title company or to the appropriate governmental authorities all
         expenses and premiums of the title company and all other sums required
         in connection with the issuance of each Title Policy and all recording
         and stamp taxes (including mortgage recording and intangible taxes)
         payable in connection with recording the Mortgages for each Initial
         Mortgaged Property in the appropriate real estate records; and

                                    (iv)    evidence of flood insurance with
         respect to each Flood Hazard Property that is located in a community
         that participates in the National Flood Insurance Program, in each case
         in compliance with any applicable regulations of the Board of Governors
         of the Federal Reserve System, in form and substance reasonably
         satisfactory to Collateral Agent.

                           (i)   Personal Property Collateral. In order to
create in favor of Collateral Agent, for the benefit of Secured Parties, a
valid, perfected First Priority security interest in the personal property
Collateral, Collateral Agent shall have received:

                                    (i)     evidence satisfactory to Collateral
         Agent of the compliance by each Credit Party of their obligations under
         the Pledge and Security Agreement and the other Collateral Documents
         (including, without limitation, their obligations to execute and
         deliver UCC financing statements, originals of securities, instruments
         and chattel paper and any agreements governing deposit and/or
         securities accounts as provided therein);

                                    (ii)    a completed Collateral Questionnaire
         dated the Closing Date and executed by an Authorized Officer of each
         Credit Party, together with all attachments contemplated thereby,
         including (A) the results of a recent search, by a Person satisfactory
         to Collateral Agent, of all effective UCC financing statements (or
         equivalent filings) made with respect to any

                                       51

<PAGE>

         personal or mixed property of any Credit Party in the jurisdictions
         specified in the Collateral Questionnaire, together with copies of all
         such filings disclosed by such search, and (B) UCC termination
         statements (or similar documents) duly executed by all applicable
         Persons for filing in all applicable jurisdictions as may be necessary
         to terminate any effective UCC financing statements (or equivalent
         filings) disclosed in such search (other than any such financing
         statements in respect of Permitted Liens);

                                    (iii)   opinions of counsel (which counsel
         shall be reasonably satisfactory to Collateral Agent) with respect to
         the creation and perfection of the security interests in favor of
         Collateral Agent in such Collateral and such other matters governed by
         the laws of each jurisdiction in which any Credit Party or any personal
         property Collateral is located as Collateral Agent may reasonably
         request, in each case in form and substance reasonably satisfactory to
         Collateral Agent; and

                                    (iv)    evidence that each Credit Party
         shall have taken or caused to be taken any other action, executed and
         delivered or caused to be executed and delivered any other agreement,
         document and instrument and made or caused to be made any other filing
         and recording (other than as set forth herein) reasonably required by
         Collateral Agent.

                           (j)   Environmental Reports. Syndication Agent and
Administrative Agent shall have received reports and other information, in form,
scope and substance satisfactory to Syndication Agent and Administrative Agent,
regarding environmental matters relating to the Facilities, which reports may
(at the option of Syndication Agent or Administrative Agent) include a Phase I
Report for each of the Facilities specified by Syndication Agent and
Administrative Agent.

                           (k)   Financial Statements; Projections. Lenders
shall have received from Company (i) the Historical Financial Statements, (ii)
pro forma consolidated and consolidating balance sheets of Company and its
Subsidiaries as at the Closing Date, and reflecting the borrowing of the Tranche
B Term Loans and the issuance and sale of the Senior Secured Notes and the other
transactions contemplated by the Credit Documents to occur on or prior to the
Closing Date, which pro forma financial statements shall be in form and
substance satisfactory to Administrative Agent and Syndication Agent, and (iii)
the Projections.

                           (l)   Evidence of Insurance. Syndication Agent and
Administrative Agent shall have received a certificate from Company's insurance
broker or other evidence satisfactory to it that all insurance required to be
maintained pursuant to Section 5.5 is in full force and effect and that
Collateral Agent, for the benefit of Lenders has been named as additional
insured and loss payee thereunder to the extent required under Section 5.5.

                           (m)   Opinions of Counsel to Credit Parties. Lenders
and their respective counsel shall have received originally executed copies of
the favorable written opinions of counsel for Credit Parties, in the form of
Exhibit D-1 and D-2 and as to such other matters as Administrative Agent or
Syndication Agent may reasonably request, dated as of the Closing Date and
otherwise in form and substance reasonably satisfactory to Administrative Agent
and Syndication Agent (and each Credit Party hereby instructs such counsel to
deliver such opinions to Agents and Lenders).

                                       52

<PAGE>

                           (n)   Fees. Company shall have paid to Syndication
Agent, Administrative Agent, Collateral Agent and Documentation Agent, all fees
payable on the Closing Date.

                           (o)   Solvency Certificate. On the Closing Date,
Syndication Agent and Administrative Agent shall have received a Solvency
Certificate from Company in form, scope and substance satisfactory to
Syndication Agent and Administrative Agent demonstrating that after giving
effect to the consummation of the issuance and sale of the Senior Secured Notes,
the borrowings of Tranche B Term Loans under this Agreement and repayment of
Designated Existing Indebtedness on the Closing Date, Company and its
Subsidiaries are and will be Solvent.

                           (p)   Closing Date Certificate. Company shall have
delivered to Syndication Agent and Administrative Agent an originally executed
Closing Date Certificate, together with all attachments thereto.

                           (q)   Credit Rating. The credit facilities provided
for under this Agreement shall have been assigned a credit rating of not less
than BB in the case of S&P or Ba2 in the case of Moody's.

                           (r)   Closing Date. Lenders shall have made the
Tranche B Term Loans to Company on or before January 31, 2003.

                           (s)   No Litigation. There shall not exist any
action, suit, investigation, litigation or proceeding or other legal or
regulatory developments, pending or threatened in any court or before any
arbitrator or Governmental Authority that, in the reasonable opinion of
Administrative Agent and Syndication Agent, singly or in the aggregate,
materially impairs any of the transactions contemplated by the Credit Documents
or the Senior Secured Note Documents, or that could have a Material Adverse
Effect.

                           (t)   Borrowing Base. Administrative Agent shall have
received a Borrowing Base Certificate prepared as of November 23, 2002, which
shall be in form and substance reasonably satisfactory to Administrative Agent
and which shall confirm that the Borrowing Base is sufficient to support the
Tranche B Term Loans made on the Closing Date.

                           (u)   Completion of Proceedings. All partnership,
corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incidental thereto not
previously found acceptable by Administrative Agent or Syndication Agent and its
counsel shall be satisfactory in form and substance to Administrative Agent and
Syndication Agent and such counsel, and Administrative Agent, Syndication Agent
and such counsel shall have received all such counterpart originals or certified
copies of such documents as Administrative Agent or Syndication Agent may
reasonably request.

                           (v)   Consolidated Adjusted EBITDA. Administrative
Agent shall have received evidence satisfactory to them that Consolidated
Adjusted EBITDA for the 2002 Fiscal Year (without giving effect to clause (c) of
the definition of "Consolidated Net Income") shall not be less than $388.6
million.

                                       53

<PAGE>

Each Lender, by delivering its signature page to this Agreement and funding a
Tranche B Term Loan on the Closing Date, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Credit Document and each other
document required to be approved by any Agent, Requisite Lenders or Lenders, as
applicable on the Closing Date.

         3.2.     CONDITIONS TO EACH LOAN. The obligation of each Lender to make
any Loan on any Credit Date, including the Closing Date, are subject to the
satisfaction, or waiver in accordance with Section 10.5, of the following
conditions precedent:

                           (a)   Administrative Agent shall have received a
fully executed and delivered Funding Notice;

                           (b)   as of such Credit Date, the representations and
warranties contained herein and in the other Credit Documents shall be true and
correct in all material respects on and as of that Credit Date to the same
extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date;

                           (c)   as of such Credit Date, no event shall have
occurred and be continuing or would result from the consummation of the
applicable Loan that would constitute an Event of Default or a Default; and

                           (d)   the Chief Financial Officer of Company shall
have delivered an Officer's Certificate representing and warranting and
otherwise demonstrating to the satisfaction of Administrative Agent that, as of
such Credit Date, Company reasonably expects, after giving effect to the
proposed borrowing and based upon good faith determinations and projections
consistent with the Financial Plan, to be in compliance with all operating and
financial covenants set forth in this Agreement as of the last day of the
current Fiscal Quarter.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request
and receive, prior to the making of any Loan, additional information reasonably
satisfactory to the requesting party confirming the satisfaction of any of the
foregoing if, in the good faith judgment of such Agent or Requisite Lender, such
request is warranted under the circumstances.

SECTION 4.  REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Agreement and to make
each Loan to be made thereby, each Credit Party represents and warrants to each
Lender that the following statements are true and correct:

         4.1.     ORGANIZATION; REQUISITE POWER AND AUTHORITY; QUALIFICATION.
Each of Company and its Subsidiaries (a) is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization (which is,
as of the Closing Date, identified in Schedule 4.1 of the Disclosure Letter),
(b) has all requisite power and authority to own and operate its properties, to
carry on its business as now conducted and as proposed to be conducted, to enter
into the Credit Documents to which it is a party and

                                       54

<PAGE>

to carry out the transactions contemplated thereby, and (c) is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had, and could not be reasonably expected to have, a Material Adverse Effect.

         4.2.     CAPITAL STOCK AND OWNERSHIP. The Capital Stock of each of
Company and its Subsidiaries has been duly authorized and validly issued and is
fully paid and non-assessable. Except as set forth in Schedule 4.2 of the
Disclosure Letter, as of the date hereof, there is no existing option, warrant,
call, right, commitment or other agreement to which any of Company's
Subsidiaries is a party requiring, and there is no membership interest or other
Capital Stock of Company or any of its Subsidiaries outstanding which upon
conversion or exchange would require, the issuance by any of Company's
Subsidiaries of any additional membership interests or other Capital Stock of
any of Company's Subsidiaries or other Securities convertible into, exchangeable
for or evidencing the right to subscribe for or purchase, a membership interest
or other Capital Stock of any of Company's Subsidiaries. Schedule 4.2 of the
Disclosure Letter correctly sets forth the ownership interest of Company and
each of its Subsidiaries in their respective Subsidiaries as of the Closing Date
and indicates which Subsidiaries are First Tier Foreign Subsidiaries.

         4.3.     DUE AUTHORIZATION. The execution, delivery and performance of
the Credit Documents have been duly authorized by all necessary action on the
part of each Credit Party that is a party thereto.

         4.4.     NO CONFLICT. The execution, delivery and performance by Credit
Parties of the Credit Documents to which they are parties and the consummation
of the transactions contemplated by the Credit Documents do not and will not (a)
violate any provision of any law or any governmental rule or regulation
applicable to Company or any of its Subsidiaries, any of the Organizational
Documents of Company or any of its Subsidiaries, or any order, judgment or
decree of any court or other agency of government binding on Company or any of
its Subsidiaries; (b) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any Contractual Obligation
of Company or any of its Subsidiaries; (c) result in or require the creation or
imposition of any Lien upon any of the properties or assets of Company or any of
its Subsidiaries (other than any Liens created under any of the Credit Documents
in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any
approval of stockholders, members or partners or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the
Closing Date and disclosed in writing to Lenders.

         4.5.     GOVERNMENTAL CONSENTS. The execution, delivery and performance
by Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and
will not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any Governmental Authority except for those
previously obtained and filings and recordings with respect to the Collateral to
be made, or otherwise delivered to Collateral Agent for filing and/or
recordation, as of the Closing Date.

         4.6.     BINDING OBLIGATION. Each Credit Document has been duly
executed and delivered by each Credit Party that is a party thereto and is the
legally valid and binding obligation of such Credit Party, enforceable against
such Credit Party in accordance with its respective terms, except as may be
limited by

                                       55

<PAGE>

bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles (regardless
of whether enforcement is sought in equity or at law).

         4.7.     HISTORICAL FINANCIAL STATEMENTS. The Historical Financial
Statements were prepared in conformity with GAAP and fairly present, in all
material respects, the financial position, on a consolidated basis, of Company
and its Subsidiaries as at the respective dates thereof and the results of
operations and cash flows, on a consolidated basis, of Company and its
Subsidiaries for each of the periods then ended, subject, in the case of any
such unaudited financial statements, to changes resulting from audit and normal
year-end adjustments and the absence of footnotes in the case of interim period
financial statements. As of the Closing Date, neither Company nor any of its
Subsidiaries has any contingent liability or liability for taxes, long-term
lease or unusual forward or long-term commitment that is not reflected in the
Historical Financial Statements or the notes thereto and which in any such case
is material in relation to the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Company and any of its
Subsidiaries taken as a whole.

         4.8.     PROJECTIONS. On and as of the Closing Date, the Projections of
Company and its Subsidiaries for the period Fiscal Year 2003 through and
including Fiscal Year 2008 (the "PROJECTIONS") are based on good faith estimates
and assumptions made by the management of Company; provided, the Projections are
not to be viewed as facts and that actual results during the period or periods
covered by the Projections may differ from such Projections and that the
differences may be material; provided further, as of the Closing Date,
management of Company believed that the Projections were reasonable and
attainable.

         4.9.     NO MATERIAL ADVERSE CHANGE. Since September 28, 2002, no
event, circumstance or change has occurred that has caused or evidences, either
in any case or in the aggregate, a Material Adverse Effect.

         4.10.    NO RESTRICTED JUNIOR PAYMENTS. Except as set forth in Schedule
4.10 of the Disclosure Letter, since September 28, 2002 neither 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 6.5.

         4.11.    ADVERSE PROCEEDINGS, ETC. There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to have a
Material Adverse Effect. Neither Company nor any of its Subsidiaries (a) is in
violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect or result in a material impairment of the value of any
of the Mortgaged Properties, or (b) is subject to or in default with respect to
any applicable final judgments, writs, injunctions, decrees, rules or
regulations of any court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

         4.12.    PAYMENT OF TAXES. Except as otherwise permitted under Section
5.3, all Tax returns and reports of Company and its Subsidiaries required to be
filed by any of them have been timely filed, and all Taxes required to be paid
by Company and its Subsidiaries and all assessments, fees and other

                                       56

<PAGE>

governmental charges imposed upon Company and its Subsidiaries and upon their
respective properties, assets, income, businesses and franchises have been paid
when due and payable. There are no proposed Tax assessments against Company or
any of its Subsidiaries which are not being actively contested by Company or
such Subsidiary in good faith and by appropriate proceedings (unless Company or
its applicable Subsidiary intends to pay such assessment and the liability in
respect of such assessment has been fully reserved for in conformity with GAAP);
provided, such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefor.

         4.13.    PROPERTIES.

                           (a)   Title. Each of Company and its Subsidiaries has
(i) good, sufficient and legal title to (in the case of fee interests in real
property), (ii) valid leasehold interests in (in the case of leasehold interests
in real or personal property), and (iii) good title to (in the case of all other
personal property), all of their respective properties and assets reflected in
their respective Historical Financial Statements referred to in Section 4.7 and
in the most recent financial statements delivered pursuant to Section 5.1, in
each case except for assets disposed of since the date of such financial
statements in the ordinary course of business or as otherwise permitted under
Section 6.9. Except as permitted by this Agreement and except for Permitted
Liens, all such properties and assets are free and clear of Liens.

                           (b)   Real Estate. As of the Closing Date, Schedule
4.13 of the Disclosure Letter contains a true, accurate and complete list of all
Real Estate Assets. Each lease, sublease and assignment of leases (together with
all amendments, modifications, supplements, renewals or extensions of any
thereof) to which any Credit Party is party with respect to such Real Estate
Assets, regardless of whether such Credit Party is the landlord or tenant
(whether directly or as an assignee or successor in interest) under such lease,
sublease or assignment, is in full force and effect and Company does not have
knowledge of any default that has occurred and is continuing thereunder, and
each such agreement constitutes the legally valid and binding obligation of each
applicable Credit Party, enforceable against such Credit Party in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles (regardless of whether enforcement
is sought in equity or at law).

         4.14.    ENVIRONMENTAL MATTERS. Except as set forth in Schedule 4.14(a)
of the Disclosure Letter, neither Company nor any of its Subsidiaries nor any of
their respective Facilities or operations are subject to any outstanding order,
consent decree or settlement agreement with any Person relating to any
Environmental Law or any Environmental Claim that could reasonably be expected
to result in liability for Company or its Subsidiaries. Neither Company nor any
of its Subsidiaries nor any of their respective Facilities or operations are
subject to any Hazardous Materials Activity that, individually or in the
aggregate, could reasonably be expected to (i) have a Material Adverse Effect or
(ii), except as set forth in Schedule 4.14(b) of the Disclosure Letter, result
in a material impairment of the value of any of the Mortgaged Properties. Except
as set forth in Schedule 4.14(c) of the Disclosure Letter, neither Company nor
any of its Subsidiaries has received any letter or request for information under
Section 104 of the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9604) or any comparable state law that could
reasonably be expected to result in liability for Company or any of its
Subsidiaries. There are and, to each of Company's and its Subsidiaries'
knowledge, have been, no

                                       57

<PAGE>

conditions, occurrences, or Hazardous Materials Activities which could
reasonably be expected to form the basis of an Environmental Claim against
Company or any of its Subsidiaries that, individually or in the aggregate, could
reasonably be expected to (i) have a Material Adverse Effect or (ii), except as
set forth in Schedule 4.14(d) of the Disclosure Letter, result in a material
impairment of the value of any of the Mortgaged Properties. Company and its
Subsidiaries are not subject to any Environmental Laws requiring the performance
of site assessments for Hazardous Materials, or the removal or remediation of
Hazardous Materials, or the giving of notice to any governmental agency or the
recording or delivery to other persons or an environmental disclosure document
or statement by virtue of the transactions set forth herein and contemplated
hereby, or as a condition to the effectiveness of any transactions contemplated
hereby. Compliance with all current or reasonably foreseeable future
requirements pursuant to or under Environmental Laws could not be reasonably
expected to, individually or in the aggregate, (i) have a Material Adverse
Effect or (ii), except as set in Schedule 4.14(e) of the Disclosure Letter,
result in a material impairment of the value of any of the Mortgaged Properties.
No event or condition has occurred or is occurring with respect to Company or
any of its Subsidiaries relating to any Environmental Law, any Release of
Hazardous Materials, or any Hazardous Materials Activity which individually or
in the aggregate (i) has had, or could reasonably be expected to have, a
Material Adverse Effect or (ii), except as set forth in Schedule 4.14(f) of the
Disclosure Letter, that could result in a material impairment of the value of
any of the Mortgaged Properties.

         4.15.    NO DEFAULTS. Neither Company nor any of its Subsidiaries is in
default in the performance, observance or fulfillment of any of its obligations,
covenants or conditions contained in any of its Contractual Obligations, and no
condition exists which, with the giving of notice or the lapse of time or both,
could constitute such a default, except where the consequences, direct or
indirect, of such default or defaults, if any, could not reasonably be expected
to have a Material Adverse Effect.

         4.16.    MATERIAL CONTRACTS. Schedule 4.16 of the Disclosure Letter
contains a true, correct and complete list of all the Material Contracts in
effect on the Closing Date, and except as described thereon, all such Material
Contracts are in full force and effect and no defaults currently exist
thereunder, except where the consequences of such defaults could not reasonably
be expected to have a Material Adverse Effect.

         4.17.    GOVERNMENTAL REGULATION. Neither Company nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable. Neither Company nor any of its Subsidiaries is
a "registered investment company" or a company "controlled" by a "registered
investment company" or a "principal underwriter" of a "registered investment
company" as such terms are defined in the Investment Company Act of 1940.

         4.18.    MARGIN STOCK. Neither Company nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. No
part of the proceeds of the Loans made to such Credit Party will be used to
purchase or carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock or for any purpose that
violates, or is inconsistent with, the provisions of Regulation T, U or X of
said Board of Governors.

                                       58

<PAGE>

         4.19.    EMPLOYEE MATTERS. Neither Company nor any of its Subsidiaries
is engaged in any unfair labor practice that could reasonably be expected to
have a Material Adverse Effect. There is (a) no unfair labor practice complaint
pending against Company or any of its Subsidiaries, or to the best knowledge of
Company, threatened against any of them before the National Labor Relations
Board and no grievance or arbitration proceeding arising out of or under any
collective bargaining agreement that is so pending against Company or any of its
Subsidiaries or, to the best knowledge of Company, threatened against any of
them, (b) no strike or work stoppage in existence or, to the best knowledge of
Company, threatened involving Company or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect, and (c) to the best
knowledge of Company, no union representation question existing with respect to
the employees of Company or any of its Subsidiaries and, to the best knowledge
of Company, no union organization activity that is taking place, except (with
respect to any matter specified in clause (a), (b) or (c) above, either
individually or in the aggregate) such as is not reasonably likely to have a
Material Adverse Effect.

         4.20.    EMPLOYEE BENEFIT PLANS. Company, each of its Subsidiaries and
each of their respective ERISA Affiliates (a) are in compliance with all
applicable provisions and requirements of ERISA and the Internal Revenue Code
and the regulations and published interpretations thereunder with respect to
each Employee Benefit Plan, except as, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect, and (b) have
performed in all material respects all their obligations under each Employee
Benefit Plan. Each Employee Benefit Plan which is intended to qualify under
Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the Internal Revenue Service indicating that such
Employee Benefit Plan is so qualified and, to Company's knowledge, nothing has
occurred subsequent to the issuance of such determination letter which would
cause such Employee Benefit Plan to lose its qualified status. No liability to
the PBGC (other than required premium payments) has been or is expected to be
incurred by Company, any of its Subsidiaries or any of their ERISA Affiliates.
No liability to the Internal Revenue Service, any Employee Benefit Plan or any
trust established under Title IV of ERISA has been or is expected to be incurred
by Company, any of its Subsidiaries or any of their ERISA Affiliates except as,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. No ERISA Event has occurred or is reasonably expected
to occur except as, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. Except as set forth in Schedule 4.20
to the Disclosure Letter, to the extent required under Section 4980B of the
Internal Revenue Code or similar state laws, no Employee Benefit Plan provides
health or welfare benefits (through the purchase of insurance or otherwise) for
any retired or former employee of Company, any of its Subsidiaries or any of
their respective ERISA Affiliates. The present value of the aggregate benefit
liabilities under each Pension Plan sponsored, maintained or contributed to by
Company, any of its Subsidiaries or any of their ERISA Affiliates, (determined
as of the end of the most recent plan year on the basis of the actuarial
assumptions specified for funding purposes in the most recent actuarial
valuation for such Pension Plan), did not exceed the aggregate current value of
the assets of such Pension Plan except as could not reasonably be expected to
have a Material Adverse Effect. As of the most recent valuation date for each
Multiemployer Plan for which the actuarial report is available, the potential
liability of Company, its Subsidiaries and their respective ERISA Affiliates for
a complete withdrawal from such Multiemployer Plan (within the meaning of
Section 4203 of ERISA), when aggregated with such potential liability for a
complete withdrawal from all such Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA is zero. Company, each of

                                       59

<PAGE>

its Subsidiaries and each of their ERISA Affiliates have complied with the
requirements of Section 515 of ERISA with respect to each such Multiemployer
Plan and are not in material "default" (as defined in Section 4219(c)(5) of
ERISA) with respect to payments to a Multiemployer Plan.

         4.21.    CERTAIN FEES. No broker's or finder's fee or commission will
be payable with respect hereto or any of the transactions contemplated hereby.

         4.22.    SOLVENCY. Each Credit Party is and, upon the incurrence of any
Obligation by such Credit Party on any date on which this representation and
warranty is made, will be, Solvent.

         4.23.    SENIOR SECURED NOTE DOCUMENTS.

                           (a)   Delivery. Company has delivered to Syndication
Agent and Administrative Agent complete and correct copies of (i) each Senior
Secured Note Document and of all exhibits and schedules thereto as of the date
hereof and (ii) copies of any material amendment, restatement, supplement or
other modification to or waiver of each Senior Secured Note Document entered
into after the date hereof.

                           (b)   Representations and Warranties. Except to the
extent otherwise expressly set forth herein or in the schedules hereto, and
subject to the qualifications set forth therein, each of the representations and
warranties given by any Credit Party in any Senior Secured Note Document is true
and correct in all material respects as of the Closing Date (or as of any
earlier date to which such representation and warranty specifically relates).

                           (c)   Governmental Approvals. All Governmental
Authorizations and all other authorizations, approvals and consents of any other
Person required by the Senior Secured Note Documents or to consummate the
issuance of the Senior Secured Notes have been obtained and are in full force
and effect.

                           (d)   Conditions Precedent. On the Closing Date, (i)
all of the conditions to effecting or consummating the issuance of the Senior
Secured Notes set forth in the Senior Secured Note Documents have been duly
satisfied or, with the consent of Administrative Agent and Syndication Agent,
waived, and (ii) the issuance of the Senior Secured Notes has been consummated
in accordance with the Senior Secured Note Documents and all applicable laws.

         4.24.    COMPLIANCE WITH STATUTES, ETC. Each of Company and its
Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all Governmental
Authorities, in respect of the conduct of its business and the ownership of its
property (including compliance with all applicable Environmental Laws with
respect to any Real Estate Asset or governing its business and the requirements
of any permits issued under such Environmental Laws with respect to any such
Real Estate Asset or the operations of Company or any of its Subsidiaries),
except such non-compliance that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect or result in a
material impairment of the value of any of the Mortgaged Properties.

                                       60

<PAGE>

         4.25.    DISCLOSURE. No statement, information, report, certification,
representation or warranty made by Company or any of its Subsidiaries or any
Authorized Officer of Company or any of its Subsidiaries contained in any Credit
Document or in any other documents, certificates or written statements furnished
to Lenders by or on behalf of Company or any of its Subsidiaries for use in
connection with the transactions contemplated hereby, when taken together with
Company's filings with the Securities and Exchange Commission, contains any
untrue statement of a material fact or omits to state a material fact (known to
Company, in the case of any document not furnished by either of them) necessary
in order to make the statements contained herein or therein not misleading in
light of the circumstances in which the same were made. Any projections and pro
forma financial information contained in such materials are based upon good
faith estimates and assumptions believed by Company to be reasonable at the time
made, it being recognized by Lenders that such projections as to future events
are not to be viewed as facts and that actual results during the period or
periods covered by any such projections may differ from the projected results
(it being understood that forecasts and projections by their nature involve
approximations and uncertainties). There are no facts known (or which should
upon the reasonable exercise of diligence be known) to Company (other than
matters of a general economic nature) that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect and that
have not been disclosed herein or in such other documents, certificates and
statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

         4.26.    SENIOR INDEBTEDNESS. 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 each indenture governing
Subordinated Indebtedness.

SECTION 5.  AFFIRMATIVE COVENANTS

         Each Credit Party covenants and agrees that until the termination of
all Commitments and payment in full of all Obligations (other than inchoate
indemnity obligations), each Credit Party shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 5.

         5.1.     FINANCIAL STATEMENTS AND OTHER REPORTS. Company will deliver
to Administrative Agent and (except as otherwise specifically provided below)
Lenders (and additionally, in the case of Sections 5.1(j), 5.1(l) and 5.1(m) to
Collateral Agent):

                           (a)   Quarterly Financial Statements. As soon as
available, and in any event within forty five (45) days after the end of each of
the first three Fiscal Quarters of each Fiscal Year, the consolidated balance
sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and
the related statements of income, stockholders' equity and cash flows of Company
and its Subsidiaries for such Fiscal Quarter and for the period from the
beginning of the then current Fiscal Year to the end of such Fiscal Quarter,
setting forth in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year, all in reasonable detail,
together with a Financial Officer Certification and a Narrative Report (which
requirements shall be satisfied by the Management's Discussion and Analysis in
Company's Quarterly Report on Form 10-Q for the Fiscal Quarter then ended) with
respect thereto;

                                       61

<PAGE>

                           (b)   Annual Financial Statements. As soon as
available, and in any event within ninety (90) days after the end of each Fiscal
Year, (i) the consolidated balance sheets of Company and its Subsidiaries as at
the end of such Fiscal Year and the related consolidated statements of income,
stockholders' equity and cash flows of Company and its Subsidiaries for such
Fiscal Year, setting forth in each case in comparative form the corresponding
figures for the previous Fiscal Year, in reasonable detail, together with a
Financial Officer Certification and a Narrative Report (which requirements shall
be satisfied by the Management's Discussion and Analysis in Company's Annual
Report on Form 10-K for the Fiscal Year then ended) with respect thereto; and
(ii) with respect such consolidated financial statements a report thereon of
KPMG LLP or other independent certified public accountants of recognized
national standing selected by Company, and reasonably satisfactory to
Administrative Agent (which report shall be unqualified as to going concern and
scope of audit, and shall state that such consolidated financial statements
fairly present, in all material respects, the consolidated financial position of
Company and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated in conformity with
GAAP and that the audit by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards in the United States) together with a written statement by
such independent certified public accountants stating that, in connection with
their audit, nothing has come to their attention which would cause them to
believe that Company was not in compliance with the terms of Section 6.8 of this
Agreement, and, if such a condition or event has come to their attention,
specifying the nature thereof;

                           (c)   Compliance Certificate. Within five (5) days
after each delivery of financial statements of Company and its Subsidiaries
pursuant to Sections 5.1(a) and 5.1(b), deliver to Administrative Agent a duly
executed and completed Compliance Certificate;

                           (d)   Statements of Reconciliation after Change in
Accounting Principles. If, as a result of any change in accounting principles
and policies from those used in the preparation of the Historical Financial
Statements, the consolidated financial statements of Company and its
Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b) will differ in any
material respect from the consolidated financial statements that would have been
delivered pursuant to such subdivisions had no such change in accounting
principles and policies been made, then, together with the first delivery of
such financial statements after such change, one or more a statements of
reconciliation (with respect to those items relevant to calculating the
covenants in Section 6.8) for all such prior financial statements in form and
substance satisfactory to Administrative Agent;

                           (e)   Borrowing Base Certificate. No later than the
close of business on the 20th day of each fiscal month, a duly executed and
completed Borrowing Base Certificate prepared as of the last Business Day of the
prior fiscal month; Company acknowledges that, upon the occurrence and during
the continuance of a Default or Event of Default, Administrative Agent may
require the delivery of Borrowing Base Certificates on a more frequent basis;

                           (f)   Notice of Default. Promptly upon any Authorized
Officer of Company obtaining knowledge (i) of any condition or event that
constitutes a Default or an Event of Default or that notice has been given to
Company with respect thereto; (ii) that any Person has given any notice to
Company or any of its Subsidiaries or taken any other action with respect to any
event or condition set forth in Section

                                       62

<PAGE>

8.1(b); or (iii) of the occurrence of any event or change that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect, a
certificate of its Authorized Officers specifying the nature and period of
existence of such condition, event or change, or specifying the notice given and
action taken by any such Person and the nature of such claimed Event of Default,
Default, default, event or condition, and what action Company has taken, is
taking and proposes to take with respect thereto;

                           (g)   Notice of Litigation. Promptly upon any
Authorized Officer of Company obtaining knowledge of (i) the institution of, or
non-frivolous threat of, any Adverse Proceeding not previously disclosed in
writing by Company to Lenders, or (ii) any material development in any Adverse
Proceeding that, in the case of either (i) or (ii) if adversely determined,
could be reasonably expected to have a Material Adverse Effect, or seeks to
enjoin or otherwise prevent the consummation of, or to recover any damages or
obtain relief as a result of, the transactions contemplated hereby, written
notice thereof together with such other information as may be reasonably
available to Company to enable Lenders and their counsel to evaluate such
matters (subject to the preservation of attorney-client privileges and other
applicable privileges);

                           (h)   ERISA. (i) Promptly upon becoming aware of the
occurrence of or forthcoming 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 Company and its Subsidiaries in an
aggregate amount exceeding $5.0 million, a written notice specifying the nature
thereof, what action Company, any of its Subsidiaries or any of their respective
ERISA Affiliates has taken, is taking or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue Service,
the Department of Labor or the PBGC with respect thereto; and (ii) with
reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to
the annual report (Form 5500 Series) filed by Company, any of its Subsidiaries
or any of their respective ERISA Affiliates with the Internal Revenue Service
with respect to each Pension Plan; (2) all notices received by Company, any of
its Subsidiaries or any of their respective ERISA Affiliates from a
Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such
other documents or governmental reports or filings relating to any Employee
Benefit Plan as Administrative Agent shall reasonably request;

                           (i)   Financial Plan. As soon as practicable and in
any event no later than thirty (30) days after the beginning of each Fiscal
Year, a consolidated plan and financial forecast for such Fiscal Year and each
Fiscal Year (or portion thereof) through the final maturity date of the Loans (a
"FINANCIAL PLAN"), including (i) a forecasted consolidated balance sheet and
forecasted consolidated statements of income and cash flows of Company and its
Subsidiaries for each such Fiscal Year, together with pro forma Compliance
Certificates for each such Fiscal Year and an explanation of the assumptions on
which such forecasts are based, (ii) forecasted consolidated statements of
income and cash flows of Company and its Subsidiaries for each Fiscal Quarter of
the current Fiscal Year and for each Fiscal Year with respect to such other
Fiscal Years, (iii) a statement of forecasted compliance with the requirements
of Section 6.8 through the final maturity date of the Loans, (iv) forecasts
demonstrating adequate liquidity through the final maturity date of the Loans,
without giving effect to any additional debt or equity offerings not reflected
in the Projections, and (v) Borrowing Base forecasts, together, in each case,
with an explanation of the assumptions on which such forecasts are based, all in
form and substance reasonably satisfactory to Agents;

                                       63

<PAGE>

                           (j)   Insurance Report. As soon as practicable and in
any event by the last day of each Fiscal Year, a report in form and substance
satisfactory to Administrative Agent outlining all material insurance coverage
maintained as of the date of such report by Company and its Subsidiaries and all
material insurance coverage planned to be maintained by Company and its
Subsidiaries in the immediately succeeding Fiscal Year;

                           (k)   Environmental Reports and Audits. As soon as
practicable following receipt thereof, copies of all environmental audits and
reports with respect to environmental matters at any Facility or which relate to
any environmental liabilities of Company or its Subsidiaries which, in any such
case, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;

                           (l)   Annual Collateral Verification. Each year, at
the time of delivery of annual financial statements with respect to the
preceding Fiscal Year pursuant to Section 5.1(b), Company shall deliver to
Collateral Agent an Officer's Certificate (i) either confirming that there has
been no change in such information since the date of the Collateral
Questionnaire delivered on the Closing Date or the date of the most recent
certificate delivered pursuant to this Section and/or identifying such changes
and (ii) certifying that all Uniform Commercial Code financing statements
(including fixtures filings, as applicable) or other appropriate filings,
recordings or registrations, have been filed of record in each governmental,
municipal or other appropriate office in each jurisdiction identified pursuant
to clause (i) above to the extent necessary to protect and perfect the security
interests under the Collateral Documents for a period of not less than 18 months
after the date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period);

                           (m)   Opinions to Second Lien Collateral Trustee. As
soon as practicable following receipt thereof, an executed copy of each opinion
of counsel issued to the Second Lien Collateral Trustee pursuant to the terms of
the Senior Secured Notes Documents;

                           (n)   Information Regarding Collateral. Company will
furnish to Collateral Agent written notice of changes required pursuant to the
terms of the Pledge and Security Agreement at the times prescribed therefor in
the applicable provisions of the Pledge and Security Agreement; and

                           (o)   Other Information. (i) Promptly upon their
becoming available, copies of (A) all financial statements, reports, notices and
proxy statements sent or made available generally by Company to its security
holders acting in such capacity or by any Subsidiary of Company to its security
holders other than Company or another Subsidiary of Company, and (B) all regular
and periodic reports and all registration statements and prospectuses, if any,
filed by Company or any of its Subsidiaries with any securities exchange or with
the Securities and Exchange Commission or any governmental or private regulatory
authority, and (ii) such other information and data with respect to Company or
any of its Subsidiaries as from time to time may be reasonably requested by
Administrative Agent or any Lender.

Reports required to be delivered pursuant to Sections 5.1(a), 5.1(b), 5.1(i) or
5.1(o)(i) may be delivered electronically and if so, shall be deemed to have
been delivered on the date on which Company posts such reports electronically on
IntraLinks/IntraAgency or other relevant website to which Administrative Agent
and Lenders have access (whether a commercial, third-party website or whether
sponsored by Administrative Agent), if any; provided that: (x) Company shall
deliver paper copies of such reports to

                                       64

<PAGE>

Administrative Agent and Lenders upon written request therefor; (y) Company
shall notify (which may be by facsimile or electronic mail) Administrative Agent
and each Lender of the posting of any such reports and provide to Administrative
Agent and each Lender by email electronic versions (i.e. soft copies) of such
reports; and (z) in every instance Company shall provide paper copies of the
Compliance Certificates required by Section 5.1(c) to Administrative Agent.

         5.2.     EXISTENCE. Except as otherwise permitted under Section 6.9,
each Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its existence and all rights and
franchises, licenses and permits material to its business; provided, no Credit
Party or any of its Subsidiaries shall be required to preserve any such
existence, right or franchise, licenses and permits if the preservation thereof
is no longer desirable in the conduct of the business of such Person and that
the loss thereof is not disadvantageous in any material respect to such Person
or to Lenders.

         5.3.     PAYMENT OF TAXES AND CLAIMS. Each Credit Party will, and will
cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty or fine accrues thereon, and all claims (including
claims for labor, services, materials and supplies) for sums that have become
due and payable and that by law have or may become a Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided, no such Tax or claim need be paid if it
is being contested in good faith by appropriate proceedings promptly instituted
and diligently conducted, so long as (a) adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made
therefor, and (b) in the case of a charge or claim which has or may become a
Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such Tax or
claim. No Credit Party will, nor will it permit any of its Subsidiaries to, file
or consent to the filing of any consolidated income Tax return with any Person
(other than Company or any of its Subsidiaries).

         5.4.     MAINTENANCE OF PROPERTIES. Each Credit Party will, and will
cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear excepted, all
material properties used or useful in the business of Company and its
Subsidiaries and from time to time will make or cause to be made all appropriate
repairs, renewals and replacements thereof except, in each case, where the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect.

         5.5.     INSURANCE. Company will maintain or cause to be maintained,
with financially sound and reputable insurers, such public liability insurance,
third party property damage insurance, business interruption insurance and
casualty insurance with respect to liabilities, losses or damage in respect of
the assets, properties and businesses of Company and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by Persons of
established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for such
Persons. Without limiting the generality of the foregoing, Company will maintain
or cause to be maintained (a) flood insurance with respect to each Flood Hazard
Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance with any applicable regulations of
the Board of Governors of the Federal Reserve System, and (b) replacement value
property insurance on the

                                       65

<PAGE>

Collateral under such policies of insurance, with such insurance companies, in
such amounts, with such deductibles, and covering such risks as are at all times
carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses. Each such policy of insurance shall
(i) name Collateral Agent, on behalf of Lenders, as an additional insured
thereunder as its interests may appear and (ii) in the case of each property
insurance policy, contain a loss payable clause or endorsement, satisfactory in
form and substance to Collateral Agent, that names Collateral Agent, on behalf
of Lenders, as the loss payee thereunder and provides for at least thirty (30)
days' prior written notice to Collateral Agent of any cancellation of such
policy. Company shall provide at least thirty (30) days' prior written notice to
Collateral Agent of any material modification of each such policy requested or
made by Company or any of its Subsidiaries. Company shall provide written notice
to Collateral Agent of any material modification of each such policy not
requested or made by Company or any of its Subsidiaries promptly upon its
receipt of notice thereof. So long as no Default or Event of Default has
occurred and is continuing, Company shall be entitled to collect and use (in
compliance with this Agreement and the other Credit Documents) all proceeds of
any insurance policy insuring against any loss of title with respect to any
property of Company or any of its Subsidiaries or any loss of or damage to or
destruction of, any such property and any condemnation awards and payments for
deeds in lieu of condemnation.

         5.6.     INSPECTIONS; MAINTAINING BOOKS AND RECORDS. Each Credit Party
will, and will cause each of its Subsidiaries to, permit any authorized
representatives designated by any Lender to visit and inspect any of the
properties of any Credit Party and any of its respective Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants, all upon reasonable
notice and at such reasonable times during normal business hours and as often as
may reasonably be requested. Notwithstanding anything to the contrary in this
Section 5.6, while no Event of Default exists, no Credit Party will be required
to disclose, permit the inspection, examination or making of extracts, or
discussion of, any document, information or other matter that (i) constitutes
non-financial trade secrets or non-financial proprietary information, (ii) in
respect of which disclosure to Collateral Agent (or its designated
representative) is then prohibited by Law or any agreement binding on such
Credit Party or any of its Subsidiaries or (iii) is subject to attorney-client
or similar privilege or constitutes attorney work product. Each Credit Party
will, and will cause each of its Subsidiaries to, maintain proper books of
record and account, in which entries correct and accurate in all material
respects and sufficient to prepare financial statements in accordance with GAAP
shall be made.

         5.7.     LENDERS MEETINGS. Company will, upon the request of
Administrative Agent or Requisite Lenders, participate in a meeting of
Administrative Agent and Lenders once during each Fiscal Year to be held at
Company's corporate offices (or at such other location as may be agreed to by
Company and Administrative Agent) at such time as may be agreed to by Company
and Administrative Agent.

         5.8.     COMPLIANCE WITH LAWS. Each Credit Party will comply, and shall
cause each of its Subsidiaries to comply, with the requirements of all
applicable laws, rules, regulations and orders of any governmental authority
(including all Environmental Laws), noncompliance with which could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect
and except where compliance is being contested in good faith and a bona fide
dispute exists with respect thereto.

                                       66

<PAGE>

         5.9.     ENVIRONMENTAL.

                           (a)   Environmental Disclosure. Company will deliver
to Administrative Agent and Lenders:

                                    (i)     as soon as practicable following
receipt thereof, copies of all environmental audits, investigations, analyses
and reports of any kind or character, whether prepared by personnel of Company
or any of its Subsidiaries or by independent consultants, Governmental
Authorities or any other Persons, with respect to significant environmental
matters at any Facility or with respect to any significant Environmental Claim;

                                    (ii)    promptly upon the occurrence
thereof, written notice describing in reasonable detail (A) any Release that
could constitute a violation of Environmental Laws that could reasonably be
expected to result in enforcement or corrective action, or that is above
applicable thresholds for corrective or remedial action, for which penalties or
fines could reasonably be expected to exceed $100,000 in any one instance, or
corrective action could reasonably be expected to exceed $1.0 million and, (B)
any remedial action taken by Company or any other Person in response to (1) any
Hazardous Materials Activities the existence of which could reasonably be
expected to result in one or more Environmental Claims having, individually or
in the aggregate, a Material Adverse Effect or a material impairment of the
value of any of the Mortgaged Properties, or (2) any Environmental Claims that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect or in a material impairment of the value of any of the
Mortgaged Properties, and (C) Company's discovery of any occurrence or condition
on any real property adjoining or in the vicinity of any Facility that could
cause such Facility or any part thereof to be subject to any material
restrictions on the ownership, occupancy, transferability or use thereof under
any Environmental Laws;

                                    (iii)   as soon as practicable following the
sending or receipt thereof by Company or any of its Subsidiaries, a copy of any
and all written communications with respect to (A) any Environmental Claims
that, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect or in a material impairment of the value of any of
the Mortgaged Properties, (B) any Release that could constitute a violation of
Environmental Laws that could reasonably be expected to result in enforcement or
corrective action, or that is above applicable thresholds for corrective or
remedial action, for which penalties or fines could reasonably be expected to
exceed $100,000 in any one instance, or corrective action could reasonably be
expected to exceed $1.0 million, and (C) any request for information from any
governmental agency that suggests such agency is investigating whether Company
or any of its Subsidiaries may be potentially responsible for any Release of
Hazardous Material that could constitute a violation of Environmental Law or
that is above applicable thresholds for corrective or remedial action, any
violation or alleged violation of Environmental Laws or any remedial or other
corrective action pursuant to Environmental Laws, for which penalties or fines
could reasonably be expected to exceed $100,000 in any one instance, or
corrective action could reasonably be expected to exceed $1.0 million;

                                    (iv)    prompt written notice describing in
reasonable detail (A) any proposed acquisition of stock, assets, or property by
Company or any of its Subsidiaries that could reasonably be expected to (1)
expose Company or any of its Subsidiaries to, or result in, Environmental Claims
that

                                       67

<PAGE>

could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect or that could result in a material impairment of the
value of any of the Mortgaged Properties or (2) affect the ability of Company or
any of its Subsidiaries to maintain in full force and effect all material
Governmental Authorizations required under any Environmental Laws for their
respective operations and (B) any proposed action to be taken by Company or any
of its Subsidiaries to modify current operations in a manner that could
reasonably be expected to subject Company or any of its Subsidiaries to any
additional material obligations or requirements under any Environmental Laws;
and

                                    (v)     with reasonable promptness, such
other documents and information as from time to time may be reasonably requested
by Collateral Agent in relation to any matters disclosed pursuant to this
Section 2.

                           (b)   Hazardous Materials Activities, Etc. Company
shall promptly take, and shall cause each of its Subsidiaries promptly to take,
any and all actions necessary to (i) cure any violation of applicable
Environmental Laws by Company or its Subsidiaries that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect or
result in a material impairment of the value of any of the Mortgaged Properties,
and (ii) make an appropriate response to any Environmental Claim against Company
or any of its Subsidiaries and discharge any obligations it may have to any
Person thereunder where failure to do so could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect or result in a
material impairment of the value of any of the Mortgaged Properties.

                           (c)   Nothing in this agreement is intended, or shall
be deemed, to relieve Company of its obligations under Environmental Laws, or to
condone or encourage any disregard of such obligations. Company shall retain all
responsibility for compliance with Environmental Laws, including proper
management of all Hazardous Materials. Nothing herein shall, or shall be
construed in any manner to, subject any Agent, any Lender or any other
Indemnitee to liability under any Environmental Laws as an owner, operator or
other liable party for the environmental compliance or conditions or, or
contamination at or from or with respect to in any manner, the Mortgaged
Properties, and no act by the Collateral Agent shall be deemed or construed as
outside or not protected by any secured party safe harbor protections under any
Environmental Laws or otherwise be considered as participation by any Agent, any
Lender or any other Indemnitee in the management of the Mortgaged Properties or
as an owner or operator of the Mortgaged Properties.

         5.10.    SUBSIDIARIES. In the event that any Person becomes a Domestic
Subsidiary (other than a Domestic Subsidiary created for purposes of a Permitted
Acquisition or a Permitted Program Acquisition until the time of the closing of
such transaction and for so long as it has only nominal assets) of Company,
Company shall (a) promptly cause such Subsidiary to become a Guarantor hereunder
and a Grantor under the Pledge and Security Agreement by executing and
delivering to Administrative Agent and Collateral Agent a Counterpart Agreement,
and (b) take all such actions and execute and deliver, or cause to be executed
and delivered, all such documents, instruments, agreements, and certificates as
are similar to thosedescribed in Sections 3.1(b), 3.1(i), 3.1(j) and 3.1(m). In
the event that any Person becomes a Foreign Subsidiary of Company, and the
ownership interests of such Foreign Subsidiary are owned by Company or by any
Domestic Subsidiary thereof, Company shall, or shall cause such Domestic
Subsidiary to, deliver, all such documents, instruments, agreements, and
certificates as are similar to those

                                       68

<PAGE>

described in Sections 3.1(b), and Company shall take, or shall cause such
Domestic Subsidiary to take, all of the actions referred to in Section 3.1(i)(i)
necessary to grant and to perfect a First Priority Lien in favor of Collateral
Agent, for the benefit of Secured Parties, under the Pledge and Security
Agreement in such ownership interests. With respect to each such Subsidiary,
Company shall promptly send to Administrative Agent written notice setting forth
with respect to such Person (i) the date on which such Person became a
Subsidiary of Company, and (ii) all of the data required to be set forth in the
Disclosure Letter pursuant to Section 4.1 and 4.2 with respect to all
Subsidiaries of Company; provided, such written notice shall be deemed to
supplement the Disclosure Letter for all purposes hereof.

         5.11.    REAL ESTATE ASSETS. Company or the applicable Guarantor shall
deliver all items set forth on Schedule 5.11 no later than 60 days after the
Closing Date or such longer period as may be agreed to by Requisite Lenders. No
later than 30 days following the Closing Date, Company shall cause the title
company that issued the title insurance policy with respect to the Initial
Mortgaged Property located at 1 Jewel Drive, Wilmington, Massachusetts, to issue
an endorsement to such title insurance policy deleting the exception thereto for
that certain Writ of Attachment made on behalf of the Town of Wilmington dated
December 11, 1998 and recorded in Book 9795 at Page 166. In the event that any
Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned
on the Closing Date becomes a Material Real Estate Asset and such interest has
not otherwise been made subject to the Lien of the Collateral Documents in favor
of Collateral Agent, for the benefit of Secured Parties, then such Credit Party
shall (i) take all such actions and execute and deliver, or cause to be executed
and delivered, all such mortgages, documents, instruments, agreements, opinions
and certificates similar to those described in Sections 3.1(h), 3.1(i) and
3.1(j) with respect to each such Material Real Estate Asset that Collateral
Agent shall reasonably request to create in favor of Collateral Agent, for the
benefit of Secured Parties, a valid and, subject to any filing and/or recording
referred to herein, perfected First Priority security interest in such Material
Real Estate Assets; provided, however, that Company shall be required to take
the actions specified under this Section 5.11 with respect to the Corporate Head
Office Campus only if Company has not incurred the Indebtedness permitted by
Section 6.1(k) on or prior to the first anniversary of the Closing Date; and
(ii) update Schedule 4.14 to the Disclosure Letter with respect to any such
Material Real Estate Asset; provided however, that such Credit Party shall only
be entitled to update as to matters that may constitute a material impairment to
the value of that Material Real Estate Asset, and shall not be entitled to add
matters that would have a Material Adverse Effect. In addition to the foregoing,
Company shall, at the request of Requisite Lenders, deliver, from time to time,
to Administrative Agent such appraisals as are required by applicable law or
regulation of Real Estate Assets with respect to which Collateral Agent has been
granted a Lien.

         5.12.    INTEREST RATE PROTECTION. On the Closing Date and at all times
thereafter (except as specifically provided below), Company shall maintain, or
caused to be maintained, not less than 50.0% of the aggregate principal amount
of the consolidated Indebtedness of Company and its Subsidiaries outstanding
from time to time (as reflected on the balance sheet of Company and its
Subsidiaries) as Indebtedness with fixed interest costs (whether by the terms of
such Indebtedness or pursuant to one or more Interest Rate Agreements for a term
of not less than three (3) years and otherwise in form and substance reasonably
satisfactory to Administrative Agent); provided, however, that in the event
Company fails to comply with the foregoing as a result of any refinancing,
purchase, redemption, exchange or other principal or premium payment in respect
of, any Convertible Securities permitted hereunder, Company shall have a period
of six (6) months to cure such failure and shall not be deemed to

                                       69

<PAGE>

be in breach of this covenant during such period for failure to comply with the
foregoing as a result of any refinancing, purchase, redemption, exchange or
other principal or premium payment in respect of, any Convertible Securities
permitted hereunder.

         5.13.    FURTHER ASSURANCES. At any time or from time to time upon the
request of Administrative Agent, each Credit Party will, at its expense,
promptly execute, acknowledge and deliver such further documents and do such
other acts and things as Administrative Agent or Collateral Agent may reasonably
request in order to effect fully the purposes of the Credit Documents. In
furtherance and not in limitation of the foregoing, each Credit Party shall take
such actions as Administrative Agent or Collateral Agent may reasonably request
from time to time to ensure that the Obligations are guarantied by the
Guarantors and are secured by substantially all of the assets of the Credit
Parties and all of the outstanding Capital Stock of Company and its Subsidiaries
(subject to limitations contained in the Credit Documents with respect to
Foreign Subsidiaries). Notwithstanding anything to the contrary contained
herein, if an Event of Default has occurred and is continuing, Administrative
Agent and Collateral Agent shall have the right to require any Credit Party to
execute and deliver documentation, consents, authorizations, approvals and
orders in form and substance reasonably satisfactory to Administrative Agent as
Administrative Agent shall deem necessary to grant to Collateral Agent, for the
benefit of the Secured Parties, a valid and perfected First Priority Lien on
such assets and properties not otherwise required hereunder, except to the
extent such requirements are illegal under applicable law, and no reasonable
alternative structure can be devised having substantially the same effect as
such actions that would not be illegal under applicable law.

         5.14.    SENIOR INDEBTEDNESS. The Obligations are hereby designated as
"Senior Indebtedness" and "Designated Senior Indebtedness" for the purposes of
and as defined in each indenture governing Subordinated Indebtedness. 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.

         5.15.    FUNDING OF RESTRICTED ACCOUNTS. If at any time when Company is
required to deliver a Borrowing Base Certificate, the aggregate principal amount
of the Loans exceeds the Borrowing Base, Company shall immediately transfer cash
or Cash Equivalents equal to the amount by which the aggregate principal amount
of the Loans exceeds the Borrowing Base to a restricted account maintained and
under the sole dominion and control of, and subject to a Lien in favor of,
Collateral Agent and from which Company may not withdraw funds (until such time
as and to the extent that the Borrowing Base increases (as certified in writing
by an Authorized Officer of Company, together with other evidence satisfactory
to Administrative Agent) to cover all or a portion of such excess amount, at
which time Collateral Agent shall release all or such portion of such funds from
such restricted account to an account or accounts specified by Company in
writing).

SECTION 6.  NEGATIVE COVENANTS

         Each Credit Party covenants and agrees that, until the termination of
all Commitments and payment in full of all Obligations (other than inchoate
indemnity obligations), such Credit Party shall perform, and shall cause each of
its Subsidiaries to perform, all covenants in this Section 6.

                                       70

<PAGE>

         6.1.     INDEBTEDNESS. No Credit Party shall, nor shall it permit any
of its Subsidiaries to, directly or indirectly, create, incur, assume or
guaranty, or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness, except:

                           (a)   the Obligations;

                           (b)   (i) Intercompany Indebtedness of any Credit
Party payable to Company or any of its Subsidiaries or Intercompany Indebtedness
of any Subsidiary of Company payable to any Credit Party, provided that,
simultaneously with the incurrence of such Indebtedness Company shall cause (A)
all such Intercompany Indebtedness to be unsecured and subject to a perfected
First Priority Lien pursuant to the Pledge and Security Agreement (other than
any Intercompany Indebtedness payable to a Subsidiary of Company that is not a
Credit Party), and (B) all such Intercompany Indebtedness of any Credit 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 substantially in the form of Exhibit M and
(except with respect to any such note payable to a Subsidiary of Company that is
not a Credit Party) the payee thereunder shall immediately endorse and deliver
the same to Collateral Agent; and (ii) Indebtedness of any Foreign Subsidiary
payable to any other Foreign Subsidiary;

                           (c)   Indebtedness with respect to (i) the
Convertible Securities and, so long as the Permitted Convertible Securities
Refinancing Conditions are satisfied, any refinancings thereof, and (ii) the
Senior Secured Notes in an aggregate principal amount not to exceed at any time
outstanding $750.0 million and any Permitted Refinancings thereof;

                           (d)   Indebtedness incurred by Company or any of its
Subsidiaries arising from agreements providing for indemnification, adjustment
of purchase price or similar obligations, or from guaranties or letters of
credit, surety bonds or performance bonds securing the performance of Company or
any such Subsidiary pursuant to such agreements, in connection with Permitted
Acquisitions or Permitted Program Acquisitions or permitted dispositions of any
business, assets or Subsidiary of Company or any of its Subsidiaries;

                           (e)   Indebtedness which may be deemed to exist
pursuant to any guaranties, performance, surety, statutory, appeal or similar
obligations incurred in the ordinary course of business;

                           (f)   guaranties in the ordinary course of business
of the obligations of suppliers, customers, franchisees and licensees of Company
and its Subsidiaries;

                           (g)   (i) guaranties by Company of Indebtedness of a
Guarantor or guaranties by a Subsidiary of Company of Indebtedness of Company or
a Guarantor with respect, in each case, to Indebtedness otherwise permitted to
be incurred pursuant to this Section 6.1, and (ii) guaranties by Company or a
Guarantor of Indebtedness of Foreign Subsidiaries, which Indebtedness of Foreign
Subsidiaries exists on the Closing Date and is listed in Schedule 6.1 of the
Disclosure Letter;

                                       71

<PAGE>

                           (h)   Indebtedness (other than the Indebtedness with
respect to Convertible Securities) existing on the Closing Date described in
Schedule 6.1 of the Disclosure Letter, but not any extensions, renewals or
replacements of such Indebtedness except Permitted Refinancings of any such
Indebtedness;

                           (i)   Indebtedness with respect to Capital Leases
entered into after the Closing Date in an aggregate principal amount not to
exceed at any time outstanding $50.0 million plus any amount permitted by and
not utilized pursuant to Section 6.1(j), but in no event shall the aggregate
outstanding principal amount of Indebtedness under this Section 6.1(i) and
Section 6.1(j) below exceed at any time $100.0 million;

                           (j)   purchase money Indebtedness in an aggregate
principal amount not to exceed at any time outstanding $50.0 million plus any
amount permitted by and not utilized pursuant to Section 6.1(i), but in no event
shall the aggregate outstanding principal amount of Indebtedness under this
Section 6.1(j) and Section 6.1(i) above exceed at any time $100.0 million;
provided, any such Indebtedness (i) shall be secured only by the asset (and any
accession, addition or improvement thereto, any replacement thereof and the
proceeds thereof) acquired in connection with the incurrence of such
Indebtedness, and (ii) shall not exceed 100.0% of the aggregate consideration
paid with respect to such asset;

                           (k)   non-recourse (other than certain limited,
customary provisions for recourse) Indebtedness secured by the Corporate Head
Office Campus in a principal amount not to exceed the greater of (a) $50.0
million and (b) the fair market value of the Corporate Head Office Campus;

                           (l)   Indebtedness of Foreign Subsidiaries in an
aggregate principal amount not to exceed at any time 7.5% of Consolidated
Tangible Foreign Assets;

                           (m)   Indebtedness under Interest Rate Agreements
entered into in compliance with Section 5.12 and such other non-speculative
Interest Rate Agreements that may be entered into from time to time by Company
or any of its Subsidiaries;

                           (n)   Indebtedness under Hedge Agreements (other than
Interest Rate Agreements) entered into from time to time by Company or any of
its Subsidiaries in accordance with Section 6.7(i);

                           (o)   reimbursement obligations in respect of letters
of credit, bank guarantees and banker's acceptances in an aggregate face amount
not to exceed $100.0 million at any time;

                           (p)   Indebtedness of a Subsidiary outstanding on the
date such Subsidiary was acquired by Company or any of its Subsidiaries or
assumed in connection with the acquisition of assets from a Person (other than
Indebtedness incurred as consideration in, or to provide all or any portion of
the funds or credit support utilized to consummate, the transaction or series of
transactions pursuant to which such Subsidiary became a Subsidiary of Company or
was otherwise acquired by Company); provided that the aggregate principal amount
(or accreted value, as applicable) of all such Indebtedness incurred pursuant to
this clause (p) at any time outstanding shall not exceed $25.0 million; and

                           (q)   other unsecured Indebtedness of Company and its
Subsidiaries in an aggregate principal amount not to exceed at any time $50.0
million.

                                       72

<PAGE>

         6.2.     LIENS. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC of any State or under any similar recording or notice
statute, except:

                           (a)   Liens in favor of Collateral Agent for the
benefit of Secured Parties granted pursuant to any Credit Document;

                           (b)   Liens for Taxes if obligations with respect to
such Taxes are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted and the existence of such Lien would not
violate Section 5.3 hereof;

                           (c)   statutory, common law or contractual Liens of
landlords, creditor depository institutions or institutions holding securities
accounts (including rights of set-off or similar rights and remedies), carriers,
warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens
imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29)
or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in
the ordinary course of business (i) for amounts not yet overdue or (ii) for
amounts that are overdue and that (in the case of any such amounts overdue for a
period in excess of ten days) are being contested in good faith by appropriate
proceedings, so long as such reserves or other appropriate provisions, if any,
as shall be required by GAAP shall have been made for any such contested
amounts;

                           (d)   Liens incurred in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, contracts for the purchase of property, performance
and return-of-money bonds, and other similar obligations (exclusive of
obligations for the payment of borrowed money or other Indebtedness), so long as
no foreclosure, sale or similar proceedings have been commenced with respect to
any portion of the Collateral on account thereof;

                           (e)   easements, rights-of-way, restrictions,
encroachments, and other minor defects or irregularities in title, in each case
which do not and are not reasonably expected to interfere in any material
respect with the ordinary conduct of the business of Company or any of its
Subsidiaries;

                           (f)   any interest or title of a lessor or sublessor
under any lease of real estate not prohibited hereby;

                           (g)   Liens solely on any cash earnest money deposits
made by Company or any of its Subsidiaries in connection with any letter of
intent or purchase agreement permitted hereunder;

                           (h)   purported Liens evidenced by the filing of
precautionary UCC financing statements relating solely to operating leases of
personal property entered into in the ordinary course of business;

                                       73

<PAGE>

                           (i)   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;

                           (j)   any zoning or similar law or right reserved to
or vested in any governmental office or agency to control or regulate the use of
any real property;

                           (k)   licenses or sublicenses of patents, trademarks,
copyrights and other intellectual property rights granted by Company or any of
its Subsidiaries in the ordinary course of business and not interfering in any
respect with the ordinary conduct of the business of Company or such Subsidiary;

                           (l)   Liens described in Schedule 6.2 of the
Disclosure Letter or on a title report in form and substance reasonably
satisfactory to Collateral Agent and delivered pursuant to Section 3.1(h)(iii)
or Section 5.11 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 constitutes a Permitted Refinancing;

                           (m)   Liens securing Indebtedness permitted pursuant
to Section 6.1(i) or 6.1(j); provided, any such Lien shall encumber only the
asset acquired with the proceeds of such Indebtedness and any accessions,
additions, parts, replacements, fixtures, improvements and attachments thereto,
and the proceeds thereof;

                           (n)   Liens securing Indebtedness permitted pursuant
to Section 6.1(k); provided, any such Lien shall encumber only the Corporate
Head Office Campus and such other property relating to the Corporate Head Office
Campus as is normally described in a mortgage or deed of trust and, in
connection with the incurrence of such Indebtedness, Collateral Agent shall
(upon the request of Company) release its Liens encumbering the Corporate Head
Office Campus;

                           (o)   Liens encumbering assets of Foreign
Subsidiaries securing Indebtedness permitted pursuant to Section 6.1(l) or other
obligations not prohibited hereby in an aggregate amount not to exceed at any
time 5.0% of Consolidated Tangible Foreign Assets;

                           (p)   Liens securing Indebtedness with respect to the
Senior Secured Notes permitted pursuant to Section 6.1(c)(ii) on assets subject
to the Lien in favor of Collateral Agent for the benefit of Secured Parties
granted pursuant to any Credit Document;

                           (q)   Liens consisting of pledges of cash collateral
to secure obligations under Hedge Agreements with a Lender Counterparty;
provided that the aggregate value of such cash collateral so pledged by Company
and its Subsidiaries in favor of Lender Counterparties to secure obligations
under Hedge Agreements does not at any time exceed $50.0 million in the
aggregate;

                           (r)   Liens consisting of pledges of cash collateral
to secure letters of credit, bank guarantees and banker's acceptances in an
aggregate amount not to exceed $100.0 million to the extent permitted hereunder;

                                       74

<PAGE>

                           (s)   Liens on Property at the time Company or any
Subsidiary acquired such Property in a transaction permitted by Section 6.9,
including any acquisition by means of a merger or consolidation with or into
Company or any Subsidiary; provided, however, that such Lien may not extend to
any other Property of Company or any Subsidiary; provided further that such
Liens shall not have been created in anticipation of or in connection with the
transaction or series of transactions pursuant to which such Property was
acquired by Company or any Subsidiary;

                           (t)   Liens on the Property of a Person existing at
the time such Person becomes a Subsidiary of Company in a transaction permitted
by Section 6.9; provided, however that any such Lien may not extend to any other
Property of Company or any other Subsidiary that is not a direct Subsidiary of
such Person; provided further that any such Lien was not created in anticipation
of or in connection with the transaction or series of transactions pursuant to
which such Person became a Subsidiary of Company;

                           (u)   Liens securing judgments not constituting an
Event of Default under Section 8.1(h);

                           (v)   Liens on specific items of inventory or other
goods and the proceeds thereof securing such Person's obligations in respect of
bankers' acceptances issued or credited for the account of such Person to
facilitate the purchase, shipment or storage of such inventory or goods;

                           (w)   Liens arising under consignment or similar
arrangements for the sale of goods in the ordinary course of business;

                           (x)   Liens on insurance proceeds securing the
payment of financed insurance premiums;

                           (y)   Liens (and any renewals or extensions thereof,
provided that the property covered thereby is not increased) encumbering assets
of Foreign Subsidiaries securing Indebtedness of Foreign Subsidiaries, which
Indebtedness exists on the Closing Date and is listed in Schedule 6.1 of the
Disclosure Letter (and any renewals or extensions thereof constituting Permitted
Refinancings, provided that the property covered thereby is not increased);

                           (z)   leases or subleases granted to others in the
ordinary course of business which do not interfere in any material respect with
the business operations of Company and its Subsidiaries taken as a whole;

                           (aa)  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 6.1 is
issued;

                           (bb)  other Liens on assets (including the
Collateral), securing Indebtedness or other obligations not prohibited hereunder
in an aggregate amount not to exceed $25.0 million at any time outstanding;
provided that the collateral agent or other representative of the holders of
such Indebtedness or other obligations have entered into a joinder to the
Intercreditor Agreement substantially in the form attached hereto as Exhibit Q
(and Collateral Agent is hereby authorized to enter into and perform under

                                       75

<PAGE>

any such joinders, amendments, modifications, supplements and restatements of
the Credit Documents to effect the foregoing); and

                           (cc)  other Liens on assets, other than the
Collateral, securing Indebtedness or other obligations in an aggregate amount
not to exceed $10.0 million at any time outstanding.

         6.3.     EQUITABLE LIEN. If any Credit Party or any of its Subsidiaries
shall create or assume any Lien upon any of its properties or assets, whether
now owned or hereafter acquired, other than Permitted Liens, it shall make or
cause to be made effective provisions whereby the Obligations will be secured by
such Lien equally and ratably with any and all other Indebtedness secured
thereby as long as any such Indebtedness shall be so secured; provided,
notwithstanding the foregoing, this covenant shall not be construed as a consent
by Requisite Lenders to the creation or assumption of any such Lien not
otherwise permitted hereby.

         6.4.     NO FURTHER NEGATIVE PLEDGES. Except with respect to (a)
specific property encumbered to secure payment of particular Indebtedness or to
be sold pursuant to an executed agreement with respect to a permitted Asset Sale
or other sale or disposition of property not constituting an Asset Sale and
permitted hereunder; (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 imposed by the Senior
Secured Note Documents; (d) 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 apply solely to such acquired Subsidiary;
(e) restrictions contained in any agreements evidencing Indebtedness permitted
by Section 6.1(l) and applying solely to such Subsidiary; (f) restrictions
disclosed in Schedule 6.4 of the Disclosure Letter; and (g) restrictions in
agreements entered into in connection with the incurrence of Permitted Liens, to
the extent they condition, prohibit or limit the ability of the Agents or the
Lenders from obtaining a Lien on the property, rights and assets subject to such
Permitted Lien, no Credit Party nor any of its Subsidiaries shall enter into any
agreement prohibiting the creation or assumption of any Lien upon any of its
properties or assets, whether now owned or hereafter acquired.

         6.5.     RESTRICTED JUNIOR PAYMENTS. No Credit Party shall, nor shall
it permit any of its Subsidiaries through any manner or means or through any
other Person to, declare, order, pay, make or set apart, any sum for any
Restricted Junior Payment except that (a) Company may make regularly scheduled
payments of interest (and, in respect of any Convertible Securities, regularly
scheduled payments of principal and accreted value at scheduled maturity or upon
mandatory redemption) in respect of any Subordinated Indebtedness in accordance
with the terms of, and only to the extent required by, and subject to the
subordination provisions contained in, the indenture or other agreement pursuant
to which such Subordinated Indebtedness was issued; (b) so long as no Default or
Event of Default has occurred and is continuing or would result therefrom,
repurchases of common stock of Company in an amount not to exceed the lesser of
(i) $35.0 million in the aggregate over the term of this Agreement or (ii) the
greater of (A) $10.0 million and (B) 50% of the aggregate amount of Consolidated
Net Income accrued during the period (treated as one accounting period) from the
beginning of the Fiscal Quarter during which the Closing Date occurs to the end
of the most recent Fiscal Quarter for which financial statements have been

                                       76

<PAGE>

made publicly available at the time of such repurchase; (c) acquire Capital
Stock of Company in connection with the exercise of stock options or stock
appreciation rights by way of cashless exercise or in connection with the
satisfaction of withholding tax obligations; (d) purchase fractional shares of
the Capital Stock of Company arising out of stock dividends, splits or
combinations or business combinations; (e) honor any conversion request by a
holder of any Convertible Indebtedness of Company or any of its Subsidiaries and
make cash payments in lieu of fractional shares in connection with any
conversion of any Convertible Indebtedness; (f) so long as no Default or Event
of Default has occurred and is continuing or would result therefrom, purchase,
repurchase, redeem, defease, acquire or retire for value (i) Capital Stock of
Company or any of its Subsidiaries from any officer, director, employee or
consultant of Company or its Subsidiaries in an aggregate amount not to exceed
$5.0 million during any year and (ii) any non-cash rights distributed in
connection with any stockholder rights plan; (g) make any payment on or with
respect to, or repurchase, redeem, defease or acquire or retire for value, any
Convertible Indebtedness of Company in connection with (i) an optional
redemption of such Convertible Indebtedness pursuant to the terms thereof;
provided that the current market price per share of Company's common stock
(calculated based upon the average closing price as reported on the Nasdaq
National Market) (or any 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
Indebtedness is convertible equals or exceeds 150% of the conversion price in
effect for such Convertible Indebtedness on the date of such notice; and (ii)
the payment by Company of cash in lieu of fractional shares deliverable upon
conversion of any Convertible Indebtedness in compliance with the terms of the
instruments governing such Convertible Indebtedness; (h) so long as the
Permitted Convertible Securities Refinancing Conditions are satisfied,
voluntarily purchase or voluntarily redeem the Convertible Securities with, or
voluntarily exchange the Convertible Securities for, or otherwise make any
voluntary principal or premium payment in respect of Convertible Securities
with, any combination of securities and cash; (i) make payments not in violation
of the Interco Subordination Agreement in respect of Intercompany Indebtedness
permitted by Section 6.1(b); (j) transactions disclosed in Schedule 6.5 of the
Disclosure Letter; and (k) in connection with any Permitted Acquisition or
Permitted Program Acquisition, (i) receive or accept the return to Company or
any of its Subsidiaries of Capital Stock of Company or any of its Subsidiaries
constituting a portion of the purchase price consideration in settlement of
indemnification claims or (ii) make payments or distributions to dissenting
stockholders pursuant to applicable law.

         6.6.     RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS. Except as provided
herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary of
Company to (a) pay dividends or make any other distributions on any of such
Subsidiary's Capital Stock owned by Company or any other Subsidiary of Company,
(b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any
other Subsidiary of Company, (c) make loans or advances to Company or any other
Subsidiary of Company, or (d) transfer any of its property or assets to Company
or any other Subsidiary of Company, in each case other than restrictions (i) in
agreements evidencing Indebtedness permitted by Section 6.1(j) that impose
restrictions on the property so acquired; (ii) by reason of customary provisions
restricting assignments, subletting or other transfers contained in leases,
licenses, joint venture agreements and similar agreements entered into in the
ordinary course of business; (iii) 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;
(iv) in the

                                       77

<PAGE>

Senior Secured Note Documents in effect on the Closing Date; (v) contained in
agreements or documents evidencing Indebtedness permitted by Section 6.1(l) so
long as any such encumbrance or restriction applies only the Foreign Subsidiary
issuing such Indebtedness; (vi) imposed on a Subsidiary and existing at the time
it became a Subsidiary if such restrictions were not created in connection with
or in anticipation of the transaction or series of transactions pursuant to
which such Subsidiary became a Subsidiary or was acquired by Company and only to
the extent applying to such Subsidiary; (vii) under or in connection with any
joint venture agreements, partnership agreement, stock sale agreements and other
similar agreements; provided that (A) any such agreements are entered into in
the ordinary course of business and in good faith, and (B) such restrictions are
reasonably customary for such agreements; (viii) under any agreement, instrument
or contract affecting property or a Person at the time such property or Person
was acquired by Company or any of its Subsidiaries, so long as such restriction
relates solely to the property or Person so acquired and was not created in
connection with or in anticipation of such acquisition; (ix) existing by virtue
of, or arising under, applicable law, regulation, order, approval, license,
permit or similar restriction, in each case issued or imposed by a Governmental
Authority; and (x) set forth in Schedule 6.6 of the Disclosure Letter or that
result from the Permitted Refinancing or subsequent Permitted Refinancing of any
Indebtedness pursuant to an agreement, instrument or contract set forth in
Schedule 6.6 of the Disclosure Letter or referred to in clause (iv), (v), (vi),
(vii) or (viii) of this Section 6.6; provided that the restrictions existing
under or by reason of any such agreement, instrument or contract are not
materially less favorable, taken as a whole, to the Lenders that those under the
agreement evidencing the Indebtedness being refinanced.

         6.7.     INVESTMENTS. No Credit Party shall, nor shall it permit any of
its Subsidiaries to, directly or indirectly, make or own any Investment in any
Person, including without limitation any Joint Venture, except:

                           (a)   Cash Equivalents;

                           (b)   equity Investments owned as of the Closing Date
in any Subsidiary and Investments made after the Closing Date in wholly-owned
Subsidiaries that are Guarantors;

                           (c)   Investments (i) in any Securities received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors (whether in connection with a foreclosure, bankruptcy, workout or
otherwise) and (ii) deposits, prepayments and other credits to suppliers made in
the ordinary course of business consistent with the past practices of Company
and its Subsidiaries;

                           (d)   intercompany loans to the extent permitted
under Section 6.1(b);

                           (e)   Consolidated Capital Expenditures permitted by
Section 6.8(c);

                           (f)   loans and advances to employees of Company and
its Subsidiaries made in the ordinary course of business in an aggregate
principal amount not to exceed $10.0 million in the aggregate;

                           (g)   Investments made in connection with Permitted
Acquisitions or Permitted Program Acquisition Spending permitted pursuant to
Section 6.9;

                                       78

<PAGE>

                           (h)   Investments described in Schedule 6.7 of the
Disclosure Letter and commitments described in Schedule 6.7 of the Disclosure
Letter required by agreements listed in such Schedule;

                           (i)   Company and its Subsidiaries may enter into
Interest Rate Agreements to the extent permitted by Section 6.1(m) and may enter
into and perform its obligations under Hedge Agreements entered into in the
ordinary course of business and so long as any such Hedge Agreement is not
speculative in nature and is (i) related to income related to foreign currency
exposure of Company and its Subsidiaries or otherwise related to purchases
permitted hereunder from foreign suppliers or (ii) entered into to protect
Company and its Subsidiaries against fluctuations in the prices of raw materials
used in their businesses;

                           (j)   Investments consisting of extensions of credit
in the nature of accounts receivable, prepaid royalties or expenses or notes
receivable arising from the sale or lease of goods or services in the ordinary
course of business, or performance or similar deposits arising 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 to prevent or limit loss;

                           (k)   guaranty and similar obligations permitted by
Section 6.1;

                           (l)   commission, entertainment, relocation, payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business;

                           (m)   Investments acquired by Company or any of its
Subsidiaries (i) in exchange for any other Investments held by Company or such
Subsidiary in connection with or as a result of bankruptcy, workout,
reorganization or recapitalization of the issuer of such Investment or (ii) as
result of a foreclosure by 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;

                           (n)   Investments representing the non-cash portion
of the consideration received in connection with an Asset Sale consummated in
compliance with Section 6.9(c);

                           (o)   Company or its Subsidiaries may make additional
Investments, or acquire additional equity interest, in Inboard
Leiterplattentechnologie GmbH & Co. KG as described in Schedule 6.7 of the
Disclosure Letter for an aggregate amount not to exceed $25.0 million; and

                           (p)   other Investments in an aggregate amount not to
exceed at any time $50.0 million.

Notwithstanding the foregoing, in no event shall any Credit Party make any
Investment which results in or facilitates in any manner any Restricted Junior
Payment not otherwise permitted under the terms of Section 6.5.

         6.8.     FINANCIAL COVENANTS.

                                       79

<PAGE>

                           (a)   Net Interest Coverage Ratio. Company shall not
permit the Net Interest Coverage Ratio as of the last day of any Fiscal Quarter,
beginning with the Fiscal Quarter ending March 29, 2003, to be less than the
correlative ratio indicated:

<TABLE>
<CAPTION>
------------------------------------------------------
       FISCAL                    NET INTEREST COVERAGE
   QUARTER ENDING                        RATIO
------------------------------------------------------
<S>                              <C>
March 29, 2003                         2.35:1.00
------------------------------------------------------
June 28, 2003                          2.45:1.00
------------------------------------------------------
September 27, 2003                     2.85:1.00
------------------------------------------------------
January 3, 2004                        3.10:1.00
------------------------------------------------------
April 3, 2004                          3.40:1.00
------------------------------------------------------
July 3, 2004                           3.65:1.00
------------------------------------------------------
October 2, 2004                        4.00:1.00
------------------------------------------------------
January 1, 2005 and thereafter         6.00:1.00
------------------------------------------------------
</TABLE>

                           (b)   Senior Leverage Ratio. Company shall not permit
the Senior Leverage Ratio as of the last day of any Fiscal Quarter, beginning
with the Fiscal Quarter ending March 29, 2003, to exceed the correlative ratio
indicated:

<TABLE>
<CAPTION>
---------------------------------------------------
      FISCAL                        SENIOR LEVERAGE
  QUARTER ENDING                         RATIO
---------------------------------------------------
<S>                                 <C>
March 29, 2003                         1.50:1.00
---------------------------------------------------
June 28, 2003                          1.45:1.00
---------------------------------------------------
September 27, 2003                     1.25:1.00
---------------------------------------------------
January 3, 2004                        1.10:1.00
---------------------------------------------------
April 3, 2004                          1.00:1.00
---------------------------------------------------
July 3, 2004                           0.90:1.00
---------------------------------------------------
October 2, 2004                        0.85:1.00
---------------------------------------------------
January 1, 2005 and thereafter         0.75:1.00
---------------------------------------------------
</TABLE>

                           (c)   Maximum Consolidated Capital Expenditures. (i)
Company shall not, and shall not permit its Subsidiaries to, make or incur
Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an
aggregate amount for Company and its Subsidiaries in excess of the corresponding
amount set forth in the table below opposite such Fiscal Year. (ii)
Notwithstanding anything to the contrary contained in clause (i) above, to the
extent that the Consolidated Capital Expenditures made by Company and its
Subsidiaries in any period specified below are less than the amount permitted to
be made in such period (without giving effect to any additional amount available
as a result of this clause (ii)), the amount of such difference (but in no event
more than 50.0% of the amount permitted to be made in such period) may be
carried forward and used to make Consolidated Capital Expenditures in the next
succeeding Fiscal Year. (iii) To the extent Company utilizes all or any portion
of the amounts permitted for any

                                       80

<PAGE>

Fiscal Year under this Section 6.8(c) for Permitted Program Acquisition Spending
and Permitted Acquisitions in accordance with Section 6.9(e) during any Fiscal
Year in which the Convertibles Trigger Event occurs, the use of such amounts for
Permitted Program Acquisition Spending and Permitted Acquisitions shall be
disregarded for purposes of calculating compliance with this Section 6.8(c) at
all times following the Convertibles Trigger Event during such Fiscal Year.

<TABLE>
<CAPTION>
-------------------------------------
                     CONSOLIDATED
FISCAL YEAR      CAPITAL EXPENDITURES
-------------------------------------
<S>              <C>
2003                $100.0 million
-------------------------------------
2004                $210.0 million
-------------------------------------
2005                $250.0 million
-------------------------------------
2006                $275.0 million
-------------------------------------
2007                $300.0 million
-------------------------------------
</TABLE>

                           (d)   Certain Calculations.

                                    (i)     With respect to any period during
         which a Permitted Acquisition has occurred (each, a "SUBJECT
         TRANSACTION"), for purposes of determining compliance with the
         financial covenants set forth in this Section 6.8, Consolidated
         Adjusted EBITDA shall be calculated with respect to such period on a
         pro forma basis to the extent full GAAP financial statements are
         available (including pro forma adjustments arising out of events which
         are directly attributable to a specific 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 and as interpreted by the staff of
         the Securities and Exchange Commission, which pro forma adjustments
         shall be certified by the chief financial officer of Company) using the
         historical audited financial statements of any business so acquired or
         to be acquired to the extent such GAAP financial statements are
         available and the consolidated financial statements of Company and its
         Subsidiaries which shall be reformulated as if such Permitted
         Acquisition, 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).

                                    (ii)    For the purposes of determining
         compliance with the financial covenants set forth in this Section 6.8,
         Consolidated Adjusted EBITDA and Consolidated Net Interest Expense for
         the historical Fiscal Quarters ending June 29, 2002 and September 28,
         2002 shall be as set forth on Schedule 6.8(d) attached hereto, subject
         to any adjustments required by Section 6.8(d)(i).

         6.9.     FUNDAMENTAL CHANGES; DISPOSITION OF ASSETS; ACQUISITIONS. No
Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into
any transaction of merger or consolidation, or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution), or convey, sell, lease or
sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business, assets
or property of any kind whatsoever, whether real,

                                       81

<PAGE>

personal or mixed and whether tangible or intangible, whether now owned or
hereafter acquired, or acquire by purchase or otherwise (other than purchases or
other acquisitions of inventory, materials and equipment in the ordinary course
of business) the business, property or fixed assets of, or stock or other
evidence of beneficial ownership of, any Person or any division or line of
business or other business unit of any Person, except:

                           (a)   any Subsidiary of Company may be merged with or
into Company or any Guarantor, or be liquidated, wound up or dissolved, or all
or any part of its business, property or assets may be conveyed, sold, leased,
transferred or otherwise disposed of, in one transaction or a series of
transactions, to Company or any Guarantor; provided, in the case of such a
merger, Company or such Guarantor, as applicable, shall be the continuing or
surviving Person;

                           (b)   sales or other dispositions of assets that do
not constitute Asset Sales;

                           (c)   Asset Sales; provided (i) the consideration
received for such assets shall be in an amount at least equal to the fair market
value thereof (in the case of any Asset Sale for consideration with a value in
excess of $20.0 million, as determined in good faith by the board of directors
of Company (or similar governing body)), (ii) no less than 75.0% thereof shall
be paid in the form of any one or a combination of the following: (A) cash, Cash
Equivalents or Additional Assets, (B) the assumption by the purchaser of
liabilities of Company or any Subsidiary in the amounts as shown on the latest
consolidated balance sheet on which such liability appears (other than
contingent liabilities and liabilities that are by their terms subordinated to
the Obligations) as a result of which Company and its Subsidiaries are no longer
obligated with respect to such liabilities, (C) securities, notes or other
obligations received by Company or such Subsidiary to the extent such
securities, notes or other obligations are converted by Company or such
Subsidiary into cash, Cash Equivalents or Additional Assets within 90 days of
such Asset Sale, and (D) Indebtedness of a Subsidiary that is no longer a
Subsidiary as a result of such Asset Sale if Company and its Subsidiaries are
immediately released from all guaranties, if any, of payment or other
obligations with respect to such Indebtedness and such Indebtedness is no longer
the liability of Company or any of its Subsidiaries, and (iii) the Net Asset
Sale Proceeds thereof shall be applied as required by Section 2.11(a);

                           (d)   any Foreign Subsidiary of Company may be merged
with or into any other Foreign Subsidiary or be liquidated, wound up or
dissolved, or all or any part of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one transaction
or a series of transactions, to (i) in the case of a Foreign Subsidiary that is
a First Tier Foreign Subsidiary, to any other First Tier Foreign Subsidiary,
Company or any Guarantor, and (ii) in the case of any other Foreign Subsidiary,
to any other Foreign Subsidiary, Company or Guarantor; provided, in the case of
such a merger, a First Tier Foreign Subsidiary shall be the continuing or
surviving Person;

                           (e)   Permitted Acquisitions and Permitted Program
Acquisitions; provided that, (i) until the Convertibles Trigger Event has
occurred, the aggregate consideration for Permitted Program Acquisition Spending
and Permitted Acquisitions in any Fiscal Year shall not exceed $125.0 million
(excluding the acquisition permitted under Section 6.9(f) below and, in the case
of Permitted Acquisitions, excluding consideration constituting Acquisition
Equity); provided that (A) up to $50.0 million of such amount that is permitted
under the immediately preceding clause (e)(i) but unused during

                                       82

<PAGE>

any such Fiscal Year may be carried forward into the immediately following
Fiscal Year, and (B) in addition to the foregoing, Company may also make
Consolidated Capital Expenditures permitted under Section 6.8(c) of this
Agreement for Permitted Program Acquisition Spending and Permitted Acquisitions;
and (ii) from and after the Convertibles Trigger Event, Permitted Program
Acquisition Spending and Permitted Acquisitions may be made so long as, after
giving pro forma effect for any proposed Permitted Program Acquisition Spending
or Permitted Acquisition, (A) Unencumbered Cash and Available Credit (for these
purposes Company may include as cash up to $100.0 million of accounts receivable
to be acquired in any such transaction and actually converted into cash within
30 days of the acquisition) shall not be less than $500.0 million, and (B) the
ratio of Consolidated Net Indebtedness to Consolidated Adjusted EBITDA shall be
less than or equal to 4.00:1.00;

                           (f)   the Elscint Ltd. acquisition described in
Schedule 6.9 of the Disclosure Letter; and

                           (g)   Investments made in accordance with
Section 6.7.

         6.10.    DISPOSAL OF SUBSIDIARY INTERESTS. Except for any sale of all
of its interests in the Capital Stock of any of its Subsidiaries in compliance
with the provisions of Section 6.9 and except for Liens permitted pursuant to
Section 6.2(a) and Section 6.2(p), no Credit Party shall, nor shall it permit
any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or
otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries,
except to qualify directors if required by applicable law; or (b) permit any of
its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise
encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
another Credit Party (subject to the restrictions on such disposition otherwise
imposed hereunder), or to qualify directors if required by applicable law.

         6.11.    SALES AND LEASE-BACKS. Unless otherwise permitted hereunder,
no Credit Party shall, nor shall it permit any of its Subsidiaries to, directly
or indirectly, become or remain liable as lessee or as a guarantor or other
surety with respect to any lease of any property (whether real, personal or
mixed) (other than in connection with a sale and lease-back of the Corporate
Head Office Campus otherwise permitted hereunder), whether now owned or
hereafter acquired, which such Credit Party (a) has sold or transferred or is to
sell or to transfer to any other Person (other than Company or any of its
Subsidiaries), or (b) intends to use for substantially the same purpose as any
other property which has been or is to be sold or transferred by such Credit
Party to any Person (other than Company or any of its Subsidiaries) in
connection with such lease.

         6.12.    TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. No Credit Party
shall, nor shall it permit any of its Subsidiaries to, directly or indirectly,
enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
holder of 5% or more of any class of Capital Stock of Company or any of its
Subsidiaries or with any Affiliate of Company or of any such holder, on terms
that are less favorable to Company or that Subsidiary, as the case may be, than
those that might be obtained at the time from a Person who is not such a holder
or Affiliate; provided, the foregoing restriction shall not apply to (a) any
transaction between Company and any of its Subsidiaries or between any of such
Subsidiaries; (b) reasonable and customary fees paid to members of the board of
directors (or similar governing body) of Company and its Subsidiaries; (c)
compensation arrangements and benefit plans for officers and other employees of
Company and its

                                       83

<PAGE>

Subsidiaries entered into or maintained or established in the ordinary course of
business; (d) transactions described in Schedule 6.12 of the Disclosure Letter;
(e) any Restricted Junior Payment permitted by Section 6.5; and (f) any
Investment made in accordance with Section 6.7.

         6.13.    CONDUCT OF BUSINESS. From and after the Closing Date, no
Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in
any business other than (i) the businesses engaged in by Company and its
Subsidiaries on the Closing Date and any Permitted Business and (ii) such other
lines of business as may be consented to by Requisite Lenders.

         6.14.    AMENDMENTS OR WAIVERS OF WITH RESPECT TO SUBORDINATED
INDEBTEDNESS. No Credit Party shall, nor shall it permit any of its Subsidiaries
to, amend or otherwise change the terms of any Subordinated Indebtedness, or
make any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase the interest rate on such
Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default or increase any grace period related
thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions of such Subordinated Indebtedness (or of any
guaranty thereof), or if the effect of such amendment or change, together with
all other amendments or changes made, is to increase materially the obligations
of the obligor thereunder or to confer any additional rights on the holders of
such Subordinated Indebtedness (or a trustee or other representative on their
behalf) which would be adverse to any Credit Party or Lenders.

         6.15.    FISCAL YEAR. No Credit Party shall, nor shall it permit any of
its Subsidiaries to change its Fiscal Year-end from the Saturday nearest
September 30 of each year.

SECTION 7.  GUARANTY

         7.1.     GUARANTY OF THE OBLIGATIONS. Subject to the provisions of
Section 7.2, Guarantors jointly and severally hereby irrevocably and
unconditionally guaranty to Administrative Agent for the ratable benefit of the
Beneficiaries the due and punctual payment in full of all Obligations when the
same shall become due, whether at stated maturity, by required prepayment,
declaration, acceleration, demand or otherwise (including amounts that would
become due but for the operation of the automatic stay under Section 362(a) of
the Bankruptcy Code, 11 U.S.C. Section 362(a)) (collectively, the "GUARANTEED
OBLIGATIONS").

         7.2.     CONTRIBUTION BY GUARANTORS. All Guarantors desire to allocate
among themselves (collectively, the "CONTRIBUTING GUARANTORS"), in a fair and
equitable manner, their obligations arising under this Guaranty. Accordingly, in
the event any payment or distribution is made on any date by a Guarantor (a
"FUNDING GUARANTOR") under this Guaranty that exceeds its Fair Share as of such
date, to the extent permitted by applicable law, such Funding Guarantor shall be
entitled to a contribution from each of the other Contributing Guarantors in the
amount of such other Contributing Guarantor's Fair Share Shortfall as of such
date, with the result that all such contributions will cause each Contributing
Guarantor's Aggregate Payments to equal its Fair Share as of such date. "FAIR
SHARE" means, with respect to a Contributing Guarantor as of any date of
determination, an amount equal to (a) the ratio of (i) the Fair Share
Contribution Amount with respect to such Contributing Guarantor to (ii) the
aggregate of

                                       84

<PAGE>

the Fair Share Contribution Amounts with respect to all Contributing Guarantors
multiplied by (b) the aggregate amount paid or distributed on or before such
date by all Funding Guarantors under this Guaranty in respect of the obligations
Guaranteed. "FAIR SHARE SHORTFALL" means, with respect to a Contributing
Guarantor as of any date of determination, the excess, if any, of the Fair Share
of such Contributing Guarantor over the Aggregate Payments of such Contributing
Guarantor. "FAIR SHARE CONTRIBUTION AMOUNT" means, with respect to a
Contributing Guarantor as of any date of determination, the maximum aggregate
amount of the obligations of such Contributing Guarantor under this Guaranty
that would not render its obligations hereunder or thereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any comparable applicable provisions of state law;
provided, solely for purposes of calculating the "FAIR SHARE CONTRIBUTION
AMOUNT" with respect to any Contributing Guarantor for purposes of this Section
7.2, any assets or liabilities of such Contributing Guarantor arising by virtue
of any rights to subrogation, reimbursement or indemnification or any rights to
or obligations of contribution hereunder shall not be considered as assets or
liabilities of such Contributing Guarantor. "AGGREGATE PAYMENTS" means, with
respect to a Contributing Guarantor as of any date of determination, an amount
equal to (1) the aggregate amount of all payments and distributions made on or
before such date by such Contributing Guarantor in respect of this Guaranty
(including, without limitation, in respect of this Section 7.2), minus (2) the
aggregate amount of all payments received on or before such date by such
Contributing Guarantor from the other Contributing Guarantors as contributions
under this Section 7.2. The amounts payable as contributions hereunder shall be
determined as of the date on which the related payment or distribution is made
by the applicable Funding Guarantor. The allocation among Contributing
Guarantors of their obligations as set forth in this Section 7.2 shall not be
construed in any way to limit the liability of any Contributing Guarantor
hereunder. Each Guarantor is a third party beneficiary to the contribution
agreement set forth in this Section 7.2.

         7.3.     PAYMENT BY GUARANTORS. Subject to Section 7.2, Guarantors
hereby jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to
Administrative Agent for the ratable benefit of Beneficiaries, an amount equal
to the sum of the unpaid principal amount of all Guaranteed Obligations then due
as aforesaid, accrued and unpaid interest on such Guaranteed Obligations
(including interest which, but for Company's becoming the subject of a case
under the Bankruptcy Code, would have accrued on such Guaranteed Obligations,
whether or not a claim is allowed against Company for such interest in the
related bankruptcy case) and all other Guaranteed Obligations then owed to
Beneficiaries as aforesaid.

         7.4.     LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that
its obligations hereunder are irrevocable, absolute, independent and
unconditional and shall not be affected by any circumstance which constitutes a
legal or equitable discharge of a guarantor or surety other than payment in full
of the Guaranteed Obligations. In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:

                                       85

<PAGE>

                           (a)   this Guaranty is a guaranty of payment when due
and not of collectability. This Guaranty is a primary obligation of each
Guarantor and not merely a contract of surety;

                           (b)   Administrative Agent may enforce this Guaranty
upon the occurrence of an Event of Default notwithstanding the existence of any
dispute between Company and any Beneficiary with respect to the existence of
such Event of Default;

                           (c)   the obligations of each Guarantor hereunder are
independent of the obligations of Company and the obligations of any other
guarantor (including any other Guarantor) of the obligations of Company, and a
separate action or actions may be brought and prosecuted against such Guarantor
whether or not any action is brought against Company or any of such other
guarantors and whether or not Company or such other guarantors are joined in any
such action or actions;

                           (d)   payment by any Guarantor of a portion, but not
all, of the Guaranteed Obligations shall in no way limit, affect, modify or
abridge any Guarantor's liability for any portion of the Guaranteed Obligations
which has not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor's covenant to pay a portion of the Guaranteed Obligations, such
judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit,
and such judgment shall not, except to the extent satisfied by such Guarantor,
limit, affect, modify or abridge any other Guarantor's liability hereunder in
respect of the Guaranteed Obligations;

                           (e)   any Beneficiary, upon such terms as it deems
appropriate, without notice or demand and without affecting the validity or
enforceability hereof or giving rise to any reduction, limitation, impairment,
discharge or termination of any Guarantor's liability hereunder, from time to
time may (i) renew, extend, accelerate, increase the rate of interest on, or
otherwise change the time, place, manner or terms of payment of the Guaranteed
Obligations; (ii) settle, compromise, release or discharge, or accept or refuse
any offer of performance with respect to, or substitutions for, the Guaranteed
Obligations or any agreement relating thereto and/or subordinate the payment of
the same to the payment of any other obligations; (iii) request and accept other
guaranties of the Guaranteed Obligations and take and hold security for the
payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange,
substitute, compromise, settle, rescind, waive, alter, subordinate or modify,
with or without consideration, any security for payment of the Guaranteed
Obligations, any other guaranties of the Guaranteed Obligations, or any other
obligation of any Person (including any other Guarantor) with respect to the
Guaranteed Obligations; (v) enforce and apply any security now or hereafter held
by or for the benefit of such Beneficiary in respect hereof or the Guaranteed
Obligations and direct the order or manner of sale thereof, or exercise any
other right or remedy that such Beneficiary may have against any such security,
in each case as such Beneficiary in its discretion may determine consistent
herewith or the applicable Hedge Agreement and any applicable security
agreement, including foreclosure on any such security pursuant to one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable, and even though such action operates to impair or
extinguish any right of reimbursement or subrogation or other right or remedy of
any Guarantor against Company or any security for the Guaranteed Obligations;
and (vi) exercise any other rights available to it under the Credit Documents or
the Hedge Agreements; and

                                       86

<PAGE>

                           (f)   this Guaranty and the obligations of Guarantors
hereunder shall be valid and enforceable and shall not be subject to any
reduction, limitation, impairment, discharge or termination for any reason
(other than payment in full of the Guaranteed Obligations), including the
occurrence of any of the following, whether or not any Guarantor shall have had
notice or knowledge of any of them: (i) any failure or omission to assert or
enforce or agreement or election not to assert or enforce, or the stay or
enjoining, by order of court, by operation of law or otherwise, of the exercise
or enforcement of, any claim or demand or any right, power or remedy (whether
arising under the Credit Documents or the Hedge Agreements, at law, in equity or
otherwise) with respect to the Guaranteed Obligations or any agreement relating
thereto, or with respect to any other guaranty of or security for the payment of
the Guaranteed Obligations; (ii) any rescission, waiver, amendment or
modification of, or any consent to departure from, any of the terms or
provisions (including provisions relating to events of default) hereof, any of
the other Credit Documents, any of the Hedge Agreements or any agreement or
instrument executed pursuant thereto, or of any other guaranty or security for
the Guaranteed Obligations, in each case whether or not in accordance with the
terms hereof or such Credit Document, such Hedge Agreement or any agreement
relating to such other guaranty or security; (iii) the Guaranteed Obligations,
or any agreement relating thereto, at any time being found to be illegal,
invalid or unenforceable in any respect; (iv) the application of payments
received from any source (other than payments received pursuant to the other
Credit Documents or any of the Hedge Agreements or from the proceeds of any
security for the Guaranteed Obligations, except to the extent such security also
serves as collateral for indebtedness other than the Guaranteed Obligations) to
the payment of indebtedness other than the Guaranteed Obligations, even though
any Beneficiary might have elected to apply such payment to any part or all of
the Guaranteed Obligations; (v) any Beneficiary's consent to the change,
reorganization or termination of the corporate structure or existence of Company
or any of its Subsidiaries and to any corresponding restructuring of the
Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a
security interest in any collateral which secures any of the Guaranteed
Obligations; (vii) any defenses, set-offs or counterclaims which Company may
allege or assert against any Beneficiary in respect of the Guaranteed
Obligations, including failure of consideration, breach of warranty, payment,
statute of frauds, statute of limitations, accord and satisfaction and usury;
and (viii) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guaranteed Obligations.

         7.5.     WAIVERS BY GUARANTORS. Each Guarantor hereby waives, to the
fullest extent permitted by law, for the benefit of Beneficiaries: (a) any right
to require any Beneficiary, as a condition of payment or performance by such
Guarantor, to (i) proceed against Company, any other guarantor (including any
other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed
against or exhaust any security held from Company, any such other guarantor or
any other Person, (iii) proceed against or have resort to any balance of any
Deposit Account or credit on the books of any Beneficiary in favor of Company or
any other Person, or (iv) pursue any other remedy in the power of any
Beneficiary whatsoever; (b) any defense arising by reason of the incapacity,
lack of authority or any disability or other defense of Company or any other
Guarantor including any defense based on or arising out of the lack of validity
or the unenforceability of the Guaranteed Obligations or any agreement or
instrument relating thereto or by reason of the cessation of the liability of
Company or any other Guarantor from any cause other than payment in full of the
Guaranteed Obligations; (c) any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount
nor in other respects more burdensome than that of the principal; (d) any
defense based upon any Beneficiary's errors or omissions

                                       87

<PAGE>

in the administration of the Guaranteed Obligations, except behavior which
amounts to gross negligence or bad faith; (e) (i) any principles or provisions
of law, statutory or otherwise, which are or might be in conflict with the terms
hereof and any legal or equitable discharge of such Guarantor's obligations
hereunder, (ii) the benefit of any statute of limitations affecting such
Guarantor's liability hereunder or the enforcement hereof, (iii) any rights to
set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any
requirement that any Beneficiary protect, secure, perfect or insure any security
interest or lien or any property subject thereto; (f) notices, demands,
presentments, protests, notices of protest, notices of dishonor and notices of
any action or inaction, including acceptance hereof, notices of default
hereunder, the Hedge Agreements or any agreement or instrument related thereto,
notices of any renewal, extension or modification of the Guaranteed Obligations
or any agreement related thereto, notices of any extension of credit to Company
and notices of any of the matters referred to in Section 7.4 and any right to
consent to any thereof; and (g) any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms hereof.

                  As used in this paragraph, any reference to "the principal"
includes Company, and any reference to "the creditor" includes Administrative
Agent and each other Beneficiary. In accordance with Section 2856 of the
California Civil Code (a) each Guarantor waives any and all rights and defenses
available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of
the California Civil Code, including without limitation any and all rights or
defenses such Guarantor may have by reason of protection afforded to the
principal with respect to any of the Guaranteed Obligations, or to any other
guarantor of any of the Guaranteed Obligations with respect to any of such
guarantor's obligations under its guaranty, in either case pursuant to the
antideficiency or other laws of the State of California limiting or discharging
the principal's indebtedness or such guarantor's obligations, including without
limitation Section 580a, 580b, 580d, or 726 of the California Code of Civil
Procedure; and (b) each Guarantor waives all rights and defenses arising out of
an election of remedies by the creditor, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for a Guaranteed
Obligation, has destroyed such Guarantor's rights of subrogation and
reimbursement against the principal by the operation of Section 580d of the Code
of Civil Procedure or otherwise; and even though that election of remedies by
the creditor, such as nonjudicial foreclosure with respect to security for an
obligation of any other guarantor of any of the Guaranteed Obligations, has
destroyed such Guarantor's rights of contribution against such other guarantor.
No other provision of this Guaranty shall be construed as limiting the
generality of any of the covenants and waivers set forth in this paragraph. As
provided below, this Guaranty shall be governed by, and shall be construed and
enforced in accordance with, the internal laws of the State of New York. This
paragraph is included solely out of an abundance of caution, and shall not be
construed to mean that any of the above-referenced provisions of California law
are in any way applicable to this Guaranty or to any of the Guaranteed
Obligations.

         7.6.     GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until
the Guaranteed Obligations shall have been indefeasibly paid in full, each
Guarantor hereby waives any claim, right or remedy, direct or indirect, that
such Guarantor now has or may hereafter have against Company or any other
Guarantor or any of its assets in connection with this Guaranty or the
performance by such Guarantor of its obligations hereunder, in each case whether
such claim, right or remedy arises in equity, under contract, by statute, under
common law or otherwise and including without limitation (a) any right of
subrogation, reimbursement or indemnification that such Guarantor now has or may
hereafter have against Company

                                       88

<PAGE>

with respect to the Guaranteed Obligations, (b) any right to enforce, or to
participate in, any claim, right or remedy that any Beneficiary now has or may
hereafter have against Company, and (c) any benefit of, and any right to
participate in, any collateral or security now or hereafter held by any
Beneficiary. In addition, until the Guaranteed Obligations shall have been
indefeasibly paid in full, each Guarantor shall withhold exercise of any right
of contribution such Guarantor may have against any other guarantor (including
any other Guarantor) of the Guaranteed Obligations, including, without
limitation, any such right of contribution as contemplated by Section 7.2. Each
Guarantor further agrees that, to the extent the waiver or agreement to withhold
the exercise of its rights of subrogation, reimbursement, indemnification and
contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement
or indemnification such Guarantor may have against Company or against any
collateral or security, and any rights of contribution such Guarantor may have
against any such other guarantor, shall be junior and subordinate to any rights
any Beneficiary may have against Company, to all right, title and interest any
Beneficiary may have in any such collateral or security, and to any right any
Beneficiary may have against such other guarantor. If any amount shall be paid
to any Guarantor on account of any such subrogation, reimbursement,
indemnification or contribution rights at any time when all Guaranteed
Obligations shall not have been finally and indefeasibly paid in full, such
amount shall be held in trust for Administrative Agent on behalf of
Beneficiaries and shall forthwith be paid over to Administrative Agent for the
benefit of Beneficiaries to be credited and applied against the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms hereof.

         7.7.     SUBORDINATION OF OTHER OBLIGATIONS. Any Indebtedness of
Company or any Guarantor now or hereafter held by any Guarantor (the "OBLIGEE
GUARANTOR") is hereby subordinated in right of payment to the Guaranteed
Obligations, and any such indebtedness collected or received by the Obligee
Guarantor after an Event of Default has occurred and is continuing shall be held
in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith
be paid over to Administrative Agent for the benefit of Beneficiaries to be
credited and applied against the Guaranteed Obligations but without affecting,
impairing or limiting in any manner the liability of the Obligee Guarantor under
any other provision hereof.

         7.8.     CONTINUING GUARANTY. This Guaranty is a continuing guaranty
and shall remain in effect until all of the Guaranteed Obligations shall have
been paid in full. Each Guarantor hereby irrevocably waives any right to revoke
this Guaranty as to future transactions giving rise to any Guaranteed
Obligations.

         7.9.     AUTHORITY OF GUARANTORS OR COMPANY. It is not necessary for
any Beneficiary to inquire into the capacity or powers of any Guarantor or
Company or the officers, directors or any agents acting or purporting to act on
behalf of any of them.

         7.10.    FINANCIAL CONDITION OF COMPANY. Any Loan may be made to
Company or continued from time to time, and any Hedge Agreements may be entered
into from time to time, in each case without notice to or authorization from any
Guarantor regardless of the financial or other condition of Company at the time
of any such grant or continuation or at the time such Hedge Agreement is entered
into, as the case may be. No Beneficiary shall have any obligation to disclose
or discuss with any Guarantor its assessment, or any Guarantor's assessment, of
the financial condition of Company. Each

                                       89

<PAGE>

Guarantor has adequate means to obtain information from Company on a continuing
basis concerning the financial condition of Company and its ability to perform
its obligations under the Credit Documents and the Hedge Agreements, and each
Guarantor assumes the responsibility for being and keeping informed of the
financial condition of Company and of all circumstances bearing upon the risk of
nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and
relinquishes any duty on the part of any Beneficiary to disclose any matter,
fact or thing relating to the business, operations or conditions of Company now
known or hereafter known by any Beneficiary.

         7.11.    BANKRUPTCY, ETC. (a) So long as any Guaranteed Obligations
remain outstanding, no Guarantor shall, without the prior written consent of
Administrative Agent acting pursuant to the instructions of Requisite Lenders,
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against Company or any
other Guarantor. The obligations of Guarantors hereunder shall not be reduced,
limited, impaired, discharged, deferred, suspended or terminated by any case or
proceeding, voluntary or involuntary, involving the bankruptcy, insolvency,
receivership, reorganization, liquidation or arrangement of Company or any other
Guarantor or by any defense which Company or any other Guarantor may have by
reason of the order, decree or decision of any court or administrative body
resulting from any such proceeding.

                           (b)   Each Guarantor acknowledges and agrees that any
interest on any portion of the Guaranteed Obligations which accrues after the
commencement of any case or proceeding referred to in clause (a) above (or, if
interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of such case or proceeding, such
interest as would have accrued on such portion of the Guaranteed Obligations if
such case or proceeding had not been commenced) shall be included in the
Guaranteed Obligations because it is the intention of Guarantors and
Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors
pursuant hereto should be determined without regard to any rule of law or order
which may relieve Company of any portion of such Guaranteed Obligations.
Guarantors will permit any trustee in bankruptcy, receiver, debtor in
possession, assignee for the benefit of creditors or similar person to pay
Administrative Agent, or allow the claim of Administrative Agent in respect of,
any such interest accruing after the date on which such case or proceeding is
commenced.

                           (c)   In the event that all or any portion of the
Guaranteed Obligations are paid by Company, the obligations of Guarantors
hereunder shall continue and remain in full force and effect or be reinstated,
as the case may be, in the event that all or any part of such payment(s) are
rescinded or recovered directly or indirectly from any Beneficiary as a
preference, fraudulent transfer or otherwise, and any such payments which are so
rescinded or recovered shall constitute Guaranteed Obligations for all purposes
hereunder.

         7.12.    DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the
Capital Stock of any Guarantor or any of its successors in interest hereunder
shall be sold or otherwise disposed of (including by merger or consolidation) in
accordance with the terms and conditions hereof, the Guaranty of such Guarantor
or such successor in interest, as the case may be, hereunder shall automatically
be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale.

                                       90

<PAGE>

SECTION 8.  EVENTS OF DEFAULT

         8.1.     EVENTS OF DEFAULT. If any one or more of the following
conditions or events shall occur:

                           (a)   Failure to Make Payments When Due. Failure by
Company to pay (i) when due any installment of principal of, or premium on, any
Loan, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any
Loan or any fee or any other amount due hereunder within three (3) Business Days
after the date due; or

                           (b)   Default in Other Agreements. (i) Failure of any
Credit Party or any of their respective Subsidiaries to pay when due any
principal of or interest on or any other amount payable in respect of one or
more items of Indebtedness (other than Indebtedness referred to in Section
8.1(a)) having an aggregate principal amount of $25.0 million or more, in each
case beyond the grace period, if any, provided therefor; or (ii) breach or
default by any Credit Party with respect to any other material term of (1) one
or more items of Indebtedness in the individual or aggregate principal amounts
referred to in clause (i) above or (2) any loan agreement, mortgage, indenture
or other agreement relating to such item(s) of Indebtedness, in each case beyond
the grace period, if any, provided therefor, if the effect of such breach or
default is to cause, or to permit the holder or holders of that Indebtedness (or
a trustee on behalf of such holder or holders), to cause, that Indebtedness to
become or be declared due and payable (or redeemable) prior to its stated
maturity or the stated maturity of any underlying obligation, as the case may
be; or

                           (c)   Breach of Certain Covenants. Failure of any
Credit Party to perform or comply with any term or condition contained in
Section 5.2, Section 5.15 or Section 6; or

                           (d)   Breach of Representations, etc. Any
representation, warranty, certification or other statement made or deemed made
by any Credit Party in any Credit Document or in any statement or certificate at
any time given by any Credit Party or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect as of the date made or deemed made; or

                           (e)   Other Defaults Under Credit Documents. Any
Credit Party shall default in the performance of or compliance with any term
contained herein or any of the other Credit Documents, other than any such term
referred to in any other Section of this Section 8.1, and such default shall not
have been remedied or waived within thirty (30) days after the earlier of (i) an
Authorized Officer of such Credit Party becoming aware of such default or (ii)
receipt by Company of notice from Administrative Agent or any Lender of such
default; or

                           (f)   Involuntary Bankruptcy; Appointment of
Receiver, etc.. (i) A court of competent jurisdiction shall enter a decree or
order for relief in respect of Company or any of its Subsidiaries (other than an
Insignificant Subsidiary) in an involuntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, which decree or order is not stayed; or any other similar
relief shall be granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against Company or any of its Subsidiaries
(other than an

                                       91

<PAGE>

Insignificant Subsidiary) under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect; or
a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or other
officer having similar powers over Company or any of its Subsidiaries (other
than an Insignificant Subsidiary), or over all or a substantial part of its
property, shall have been entered; or there shall have occurred the involuntary
appointment of an interim receiver, trustee or other custodian of Company or any
of its Subsidiaries (other than an Insignificant Subsidiary) for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of Company or any of its Subsidiaries (other than an Insignificant
Subsidiary), and any such event described in this clause (ii) shall continue for
sixty (60) days without having been dismissed, bonded or discharged; or

                           (g)   Voluntary Bankruptcy; Appointment of Receiver,
etc.. (i) Company or any of its Subsidiaries (other than an Insignificant
Subsidiary) shall have an order for relief entered with respect to it or shall
commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law,
or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property; or
Company or any of its Subsidiaries (other than an Insignificant Subsidiary)
shall make any assignment for the benefit of creditors; or (ii) Company or any
of its Subsidiaries (other than an Insignificant Subsidiary) shall be unable, or
shall fail generally, or shall admit in writing its inability, to pay its debts
as such debts become due; or the board of directors (or similar governing body)
of Company or any of its Subsidiaries (other than an Insignificant Subsidiary)
(or any committee thereof) shall adopt any resolution or otherwise authorize any
action to approve any of the actions referred to herein or in Section 8.1(f); or

                           (h)   Judgments and Attachments. Any money judgment,
writ or warrant of attachment or similar process involving an amount in excess
of $25.0 million (to the extent not adequately covered by insurance as to which
a solvent and unaffiliated insurance company has acknowledged coverage) shall be
entered or filed against Company or any of its Subsidiaries (other than an
Insignificant Subsidiary) or any of their respective assets and shall remain
undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days
(or in any event later than five days prior to the date of any proposed sale
thereunder); or

                           (i)   Dissolution. Any order, judgment or decree
shall be entered against any Credit Party decreeing the dissolution or split up
of such Credit Party and such order shall remain undischarged or unstayed for a
period in excess of thirty (30) days; or

                           (j)   Employee Benefit Plans. (i) There shall occur
one or more ERISA Events which individually or in the aggregate results in or
might reasonably be expected to result in liability of Company, any of its
Subsidiaries or any of their respective ERISA Affiliates in excess of $25.0
million during the term hereof; or (ii) there exists any fact or circumstance
that reasonably could be expected to result in the imposition of a Lien or
security interest under Section 412(n) of the Internal Revenue Code or under
ERISA; or

                           (k)   Change of Control. A Change of Control shall
occur; or

                                       92

<PAGE>

                           (l)   Guaranties, Collateral Documents and other
Credit Documents. At any time after the execution and delivery thereof, (i) the
Guaranty for any reason, other than the satisfaction in full of all Obligations,
shall cease to be in full force and effect (other than in accordance with its
terms) or shall be declared to be null and void or any Guarantor shall repudiate
its obligations thereunder, (ii) this Agreement or any Collateral Document
ceases to be in full force and effect (other than by reason of a release of
Collateral in accordance with the terms hereof or thereof or the satisfaction in
full of the Obligations in accordance with the terms hereof) or shall be
declared null and void, or Collateral Agent shall not have or shall cease to
have a valid and perfected Lien in any Collateral purported to be covered by the
Collateral Documents with the priority required by the relevant Collateral
Document, in each case for any reason other than the failure of Collateral Agent
or any Secured Party to take any action within its control, or (iii) any Credit
Party shall contest the validity or enforceability of any Credit Document in
writing or deny in writing that it has any further liability, including with
respect to future advances by Lenders, under any Credit Document to which it is
a party;

THEN, (1) upon the occurrence of any Event of Default described in Section
8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event
of Default, at the request of (or with the consent of) Requisite Lenders, upon
notice to Company by Administrative Agent, (A) each of the following shall
immediately become due and payable, in each case without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly
waived by each Credit Party: (I) the unpaid principal amount of and accrued
interest on the Loans and (II) all other Obligations; and (B) Administrative
Agent may cause Collateral Agent to enforce any and all Liens and security
interests created pursuant to Collateral Documents.

SECTION 9.  AGENTS

         9.1.     APPOINTMENT OF AGENTS. GSCP is hereby appointed Syndication
Agent hereunder, and each Lender hereby authorizes Syndication Agent to act as
its agent in accordance with the terms hereof and the other Credit Documents.
GSCP is hereby appointed Administrative Agent hereunder and under the other
Credit Documents and each Lender hereby authorizes Administrative Agent to act
as its agent in accordance with the terms hereof and the other Credit Documents.
LaSalle is hereby appointed Documentation Agent hereunder, and each Lender
hereby authorizes Documentation Agent to act as its agent in accordance with the
terms hereof and the other Credit Documents. LaSalle is hereby appointed
Collateral Agent hereunder, and each Lender hereby authorizes Collateral Agent
to act as its agent in accordance with the terms hereof and the other Credit
Documents. Each Agent hereby agrees to act upon the express conditions contained
herein and the other Credit Documents, as applicable. The provisions of this
Section 9 are solely for the benefit of Agents and Lenders and no Credit Party
shall have any rights as a third party beneficiary of any of the provisions
thereof. In performing its functions and duties hereunder, each Agent shall act
solely as an agent of Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship of agency or trust with or
for Company or any of its Subsidiaries. Each of Syndication Agent and
Documentation Agent, without consent of or notice to any party hereto, may
assign any and all of its rights or obligations hereunder to any of its
Affiliates. As of the Closing Date, neither GSCP, in its capacity as Syndication
Agent, nor LaSalle, in its capacity as Documentation Agent, shall have any
obligations but shall be entitled to all benefits of this Section 9.

                                       93

<PAGE>

         9.2.     POWERS AND DUTIES. Each Lender irrevocably authorizes each
Agent to take such action on such Lender's behalf and to exercise such powers,
rights and remedies hereunder and under the other Credit Documents as are
specifically delegated or granted to such Agent by the terms hereof and thereof,
together with such powers, rights and remedies as are reasonably incidental
thereto. Each Agent shall have only those duties and responsibilities that are
expressly specified herein and the other Credit Documents. Each Agent may
exercise such powers, rights and remedies and perform such duties by or through
its agents or employees. No Agent shall have, by reason hereof or any of the
other Credit Documents, a fiduciary relationship in respect of any Lender; and
nothing herein or any of the other Credit Documents, expressed or implied, is
intended to or shall be so construed as to impose upon any Agent any obligations
in respect hereof or any of the other Credit Documents except as expressly set
forth herein or therein.

         9.3.     GENERAL IMMUNITY.

                           (a)   No Responsibility for Certain Matters. No Agent
shall be responsible to any Lender for the execution, effectiveness,
genuineness, validity, enforceability, collectability or sufficiency hereof or
any other Credit Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by any Agent to Lenders or by or on behalf
of any Credit Party to any Agent or any Lender in connection with the Credit
Documents and the transactions contemplated thereby or for the financial
condition or business affairs of any Credit Party or any other Person liable for
the payment of any Obligations, nor shall any Agent be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained in any of the Credit Documents or
as to the use of the proceeds of the Loans or as to the existence or possible
existence of any Event of Default or Default or to make any disclosures with
respect to the foregoing. Anything contained herein to the contrary
notwithstanding, Administrative Agent shall not have any liability arising from
confirmations of the amount of outstanding Loans or the component amounts
thereof.

                           (b)   Exculpatory Provisions. No Agent nor any of its
officers, partners, directors, employees or agents shall be liable to Lenders
for any action taken or omitted by any Agent under or in connection with any of
the Credit Documents except to the extent caused by such Agent's gross
negligence or willful misconduct. Each Agent shall be entitled to refrain from
any act or the taking of any action (including the failure to take an action) in
connection herewith or any of the other Credit Documents or from the exercise of
any power, discretion or authority vested in it hereunder or thereunder unless
and until such Agent shall have received instructions in respect thereof from
Requisite Lenders (or such other Lenders as may be required to give such
instructions under Section 10.5) and, upon receipt of such instructions from
Requisite Lenders (or such other Lenders, as the case may be), such Agent shall
be entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever

                                       94

<PAGE>

against any Agent as a result of such Agent acting or (where so instructed)
refraining from acting hereunder or any of the other Credit Documents in
accordance with the instructions of Requisite Lenders (or such other Lenders as
may be required to give such instructions under Section 10.5).

         9.4.     AGENTS ENTITLED TO ACT AS LENDER. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, any Agent in its individual capacity as a Lender
hereunder. With respect to its participation in the Loans, each Agent shall have
the same rights and powers hereunder as any other Lender and may exercise the
same as if it were not performing the duties and functions delegated to it
hereunder, and the term "Lender" shall, unless the context clearly otherwise
indicates, include each Agent in its individual capacity. Any Agent and its
Affiliates may accept deposits from, lend money to, own securities of, and
generally engage in any kind of banking, trust, financial advisory or other
business with Company or any of its Affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Company for services in connection herewith and otherwise without having to
account for the same to Lenders.

         9.5.     LENDERS' REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENT.

                           (a)   Each Lender represents and warrants that it has
made its own independent investigation of the financial condition and affairs of
Company and its Subsidiaries in connection with Loans hereunder and that it has
made and shall continue to make its own appraisal of the creditworthiness of
Company and its Subsidiaries. No Agent shall have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any
such appraisal on behalf of Lenders or to provide any Lender with any credit or
other information with respect thereto, whether coming into its possession
before the making of the Loans or at any time or times thereafter, and no Agent
shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.

                           (b)   Each Lender, by delivering its signature page
to this Agreement and funding its Tranche B Term Loan on the Closing Date, shall
be deemed to have acknowledged receipt of, and consented to and approved, each
Credit Document and each other document required to be approved by any Agent,
Requisite Lenders or Lenders, as applicable on the Closing Date.

         9.6.     RIGHT TO INDEMNITY. Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the extent that such Agent
shall not have been reimbursed by any Credit Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Credit Documents or otherwise in its
capacity as such Agent in any way relating to or arising out hereof or the other
Credit Documents; provided, no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct. If any indemnity furnished to any Agent for any purpose
shall, in the opinion of such Agent, be insufficient or become impaired, such
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished; provided,
in no event shall this sentence require any Lender to indemnify any Agent
against any liability, obligation, loss, damage, penalty, action, judgment,
suit, cost, expense or

                                       95

<PAGE>

disbursement in excess of such Lender's Pro Rata Share thereof; and provided
further, this sentence shall not be deemed to require any Lender to indemnify
any Agent against any liability, obligation, loss, damage, penalty, action,
judgment, suit, cost, expense or disbursement described in the proviso in the
immediately preceding sentence.

         9.7.     SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent may
resign at any time by giving thirty (30) days' prior written notice thereof to
Lenders and Company, and Administrative Agent may be removed at any time with or
without cause by an instrument or concurrent instruments in writing delivered to
Company and Administrative Agent and signed by Requisite Lenders. Upon any such
notice of resignation or any such removal, Requisite Lenders shall have the
right, upon five Business Days' notice to Company, to appoint a successor
Administrative Agent. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Administrative
Agent and the retiring or removed Administrative Agent shall promptly (i)
transfer to such successor Administrative Agent all sums, Securities and other
items of Collateral held by it under the Collateral Documents, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Administrative Agent under the Credit
Documents, and (ii) execute and deliver to such successor Administrative 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
Administrative Agent of the security interests created under the Collateral
Documents, whereupon such retiring or removed Administrative Agent shall be
discharged from its duties and obligations hereunder. After any retiring or
removed Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
hereunder.

         9.8.     COLLATERAL DOCUMENTS AND GUARANTY.

                           (a)   Agents under Collateral Documents and Guaranty.
Each Lender hereby further authorizes Administrative Agent, on behalf of and for
the benefit of Lenders, to be the agent for and representative of Lenders with
respect to the Guaranty. Each Lender hereby further authorizes Collateral Agent,
on behalf of and for the benefit of Lenders, to (i) be the agent for and
representative of Lenders with respect to the Collateral, the Intercreditor
Agreement and the Collateral Documents and (ii) without further written consent
or authorization from Lenders, execute and perform under the Collateral
Documents, the Intercreditor Agreement, any joinders to the Intercreditor
Agreement referred to in Section 6.2(bb) hereof and any amendments,
modifications, supplements and restatements of the Credit Documents in
connection with such joinders referred to in Section 6.2(bb) (which shall
include, without limitation, implementation of any pro rata sharing of
collateral proceeds contemplated under any such joinders), and each Lender
hereby further agrees to be bound by the terms of any such joinders, amendments,
modifications, supplements and restatements. Subject to Section 10.5, without
further written consent or authorization from Lenders, Administrative Agent or
Collateral Agent, as applicable, may execute any documents or instruments
necessary to (i) release any Lien encumbering any item of Collateral that is the
subject of a sale or other disposition of assets permitted hereby or to which
Requisite Lenders (or such other Lenders as may be required to give such consent
under Section 10.5) have otherwise consented or (ii) release any Guarantor from
the Guaranty pursuant to Section 7.12 or with

                                       96

<PAGE>

respect to which Requisite Lenders (or such other Lenders as may be required to
give such consent under Section 10.5) have otherwise consented.

                           (b)   Right to Realize on Collateral and Enforce
Guaranty. Anything contained in any of the Credit Documents to the contrary
notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender
hereby agree that (i) no Lender shall have any right individually to realize
upon any of the Collateral or to enforce the Guaranty, it being understood and
agreed that all powers, rights and remedies hereunder may be exercised solely by
Administrative Agent, on behalf of Lenders in accordance with the terms hereof
and all powers, rights and remedies under the Collateral Documents may be
exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by
Collateral Agent on any of the Collateral pursuant to a public or private sale,
Collateral Agent or any Lender may be the purchaser of any or all of such
Collateral at any such sale and Collateral Agent, as agent for and
representative of Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Collateral Agent at
such sale.

SECTION 10.  MISCELLANEOUS

         10.1.    NOTICES. Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted to be given to a
Credit Party, Syndication Agent, Collateral Agent, Administrative Agent or
Documentation Agent, shall be sent to such Person's address as set forth on
Appendix B or in the other relevant Credit Document or otherwise indicated to
Administrative Agent in writing (and Administrative Agent will then provide
notice to the other parties hereto), and in the case of any Lender, the address
as indicated on Appendix B or otherwise indicated to Administrative Agent in
writing (and Administrative Agent will then provide notice to the other parties
hereto). Each notice hereunder shall be in writing and may be personally served
or sent by telefacsimile or United States mail or courier service and shall be
deemed to have been given when delivered in person or by courier service and
signed for against receipt thereof, upon receipt of telefacsimile, or three
Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; provided, no notice to any Agent shall be effective
until received by such Agent.

         10.2.    EXPENSES. Whether or not the transactions contemplated hereby
shall be consummated, Company agrees to pay promptly (a) all the actual and
reasonable costs and expenses of preparation of the commitment package, the
Credit Documents and any consents, amendments, waivers or other modifications
thereto; (b) all the costs of furnishing all opinions by counsel for Company and
the other Credit Parties; (c) the reasonable fees, expenses and disbursements of
counsel to Agents (in each case including allocated costs of internal counsel)
in connection with the negotiation, preparation, execution and administration of
the Credit Documents and any consents, amendments, waivers or other
modifications thereto and any other documents or matters requested by Company;
(d) all the actual costs and reasonable expenses of creating and perfecting
Liens in favor of Collateral Agent, for the benefit of Lenders pursuant hereto,
including filing and recording fees, expenses and taxes, stamp or documentary
taxes, search fees, title insurance premiums and reasonable fees, expenses and
disbursements of counsel to each Agent and of counsel providing any opinions
that any Agent or Requisite Lenders may request in

                                       97

<PAGE>

respect of the Collateral or the Liens created pursuant to the Collateral
Documents; (e) all the actual costs and reasonable fees, expenses and
disbursements of any auditors, accountants, consultants or appraisers; (f) 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 Collateral Agent and its counsel) in connection with the
custody or preservation of any of the Collateral; (g) all other actual and
reasonable costs and expenses incurred by each Agent in connection with the
syndication of the Loans and Commitments and the negotiation, preparation and
execution of the Credit Documents and any consents, amendments, waivers or other
modifications thereto and the transactions contemplated thereby; and (h) after
the occurrence of a Default or an Event of Default, all costs and expenses,
including reasonable financial consultant and attorneys' fees (including
allocated costs of internal counsel) and costs of settlement, incurred by any
Agent and Lenders in enforcing any Obligations of or in collecting any payments
due from any Credit Party hereunder or under the other Credit Documents by
reason of such Default or Event of Default (including in connection with the
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranty) or in connection with any refinancing or
restructuring of the credit arrangements provided hereunder in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy cases or proceedings.

         10.3.    INDEMNITY.

                           (a)   In addition to the payment of expenses pursuant
to Section 10.2, whether or not the transactions contemplated hereby shall be
consummated, each Credit Party agrees to defend (subject to Indemnitees'
selection of counsel), indemnify, pay and hold harmless, each Agent and Lender
and the officers, partners, directors, trustees, employees, advisors, agents and
Affiliates of each Agent and each Lender (each, an "INDEMNITEE"), from and
against any and all Indemnified Liabilities; provided, no Credit Party shall
have any obligation to any Indemnitee hereunder with respect to any Indemnified
Liabilities to the extent such Indemnified Liabilities arise from the gross
negligence or willful misconduct of that Indemnitee. To the extent that the
undertakings to defend, indemnify, pay and hold harmless set forth in this
Section 10.3 may be unenforceable in whole or in part because they are violative
of any law or public policy, the applicable Credit Party shall contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities incurred by
Indemnitees or any of them. To the extent permitted by applicable law, no Credit
Party shall assert, and each 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, any Credit Document or any agreement or instrument or
transaction contemplated hereby.

                           (b)   To the extent permitted by applicable law,
neither Company nor any of its Subsidiaries or Affiliates shall assert, and
hereby waives, any claim against any Lender or any of their Affiliates,
directors, employees, attorneys or agents, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) (whether or not the claim therefor is based on contract, tort or
duty imposed by any applicable legal requirement) arising out of, in connection
with, arising out of, as a result of, or in any way related to, this Agreement
or any Credit Document or any agreement or instrument contemplated hereby or
thereby, the transactions contemplated hereby or thereby, any Loan or the use of
the proceeds thereof or any act or omission or event occurring in connection
therewith, and Company hereby waives, releases and agrees not to sue upon any
such claim or any such damages, whether or not accrued and whether or not known
or suspected to exist in its favor.

                                       98

<PAGE>

         10.4.    SET-OFF. In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, upon the
occurrence and during the continuance of any Event of Default each Lender is
hereby authorized by each Credit Party at any time or from time to time subject
to the consent of Administrative Agent (such consent not to be unreasonably
withheld or delayed), without notice to any Credit Party or to any other Person
(other than Administrative Agent), any such notice being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general
or special, including Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by such Lender to or for the credit or
the account of any Credit Party against and on account of the obligations and
liabilities of any Credit Party to such Lender hereunder and under the other
Credit Documents, including all claims of any nature or description arising out
of or connected hereto or with any other Credit Document, irrespective of
whether or not (a) such Lender shall have made any demand hereunder or (b) the
principal of or the interest on the Loans or any other amounts due hereunder
shall have become due and payable pursuant to Section 2 and although such
obligations and liabilities, or any of them, may be contingent or unmatured.
Each Credit Party hereby further grants to Administrative Agent, Collateral
Agent and each Lender a security interest in all Deposit Accounts maintained
with Administrative Agent or such Lender as security for the Obligations.

         10.5.    AMENDMENTS AND WAIVERS.

                           (a)   Requisite Lenders' Consent. Subject to Section
10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any
provision of the Credit Documents, or consent to any departure by any Credit
Party therefrom, shall in any event be effective without the written concurrence
of the Requisite Lenders.

                           (b)   Affected Lenders' Consent. Without the written
consent of each Lender that would be affected thereby, no amendment,
modification, termination, or consent shall be effective if the effect thereof
would:

                                    (i)     extend the scheduled final maturity
         of any Loan or any Tranche B Term Loan Note;

                                    (ii)    waive, reduce or postpone any
         scheduled repayment (but not prepayment);

                                    (iii)   reduce the rate of interest on any
         Loan (other than any waiver of any increase in the interest rate
         applicable to any Loan pursuant to Section 2.7) or any premium or fee
         payable hereunder;

                                    (iv)    extend the time for payment of any
         such premium, interest or fees;

                                    (v)     reduce the principal amount of any
         Loan or increase the Commitment of any Lender;

                                       99

<PAGE>

                                    (vi)    amend, modify, terminate or waive
         any provision of this Section 10.5(b) or Section 10.5(c);

                                    (vii)   amend the definition of "REQUISITE
         LENDERS" or "PRO RATA SHARE"; provided, with the consent of Requisite
         Lenders, additional extensions of credit pursuant hereto may be
         included in the determination of "REQUISITE LENDERS" or "PRO RATA
         SHARE" on substantially the same basis as the Tranche B Term Loan
         Commitments and the Tranche B Term Loans are included on the Closing
         Date;

                                    (viii)  release a material portion of the
         Collateral or any material Guarantor from the Guaranty except as
         expressly provided in the Credit Documents;

                                    (ix)    consent to the assignment or
         transfer by any Credit Party of any of its rights and obligations under
         any Credit Document;

                                    (x)     amend the definition of "Interest
         Period" so as to permit periods of longer than six (6) months; or

                                    (xi)    increase any of the percentages set
         forth in the definition of "Borrowing Base".

                           (c)   Other Consents. No amendment, modification,
termination or waiver of any provision of the Credit Documents, or consent to
any departure by any Credit Party therefrom, shall:

                                    (i)     amend, modify, terminate or waive
         any provision of Section 9 as the same applies to any Agent, or any
         other provision hereof as the same applies to the rights or obligations
         of any Agent, in each case without the consent of such Agent;

                                    (ii)    amend the definition of "REQUISITE
         CLASS LENDERS" without the consent of Requisite Class Lenders of each
         Class; provided, with the consent of the Requisite Lenders, additional
         extensions of credit pursuant hereto may be included in the
         determination of such "REQUISITE CLASS LENDERS" on substantially the
         same basis as the Commitments and the Loans are included on the Closing
         Date; or

                                    (iii)   alter the required application of
         any repayments or prepayments as between Classes pursuant to Section
         2.12 without the consent of Requisite Class Lenders of each Class which
         is being allocated a lesser repayment or prepayment as a result
         thereof; provided, Requisite Lenders may waive, in whole or in part,
         any prepayment so long as the application, as between Classes, of any
         portion of such prepayment which is still required to be made is not
         altered.

                           (d)   Execution of Amendments, etc. Administrative
Agent may, but shall have no obligation to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of such Lender.
Any waiver or consent shall be effective only in the specific instance and for
the specific purpose for which it was given. No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other

                                       100

<PAGE>

circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 10.5 shall be binding upon each Lender
at the time outstanding, each future Lender and, if signed by a Credit Party, on
such Credit Party.

         10.6     SUCCESSORS AND ASSIGNS; PARTICIPATIONS.

                  (a)  Generally. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and the successors and assigns of Lenders and
the permitted successors and assigns of the Credit Parties. No Credit Party's
rights or obligations hereunder nor any interest therein may be assigned or
delegated by any Credit Party without the prior written consent of all Lenders.
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 and, to the extent expressly contemplated hereby,
Affiliates of each of the Agents and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

                  (b)  Register. Company, Administrative Agent and Lenders
shall deem and treat the Persons listed as Lenders in the Register as the
holders and owners of the corresponding Loans listed therein for all purposes
hereof, and no assignment or transfer of any such Loan shall be effective, in
each case, unless and until an Assignment Agreement effecting the assignment or
transfer thereof shall have been delivered to and accepted by Administrative
Agent and recorded in the Register as provided in Section 10.6(e). Prior to such
recordation, all amounts owed with respect to the applicable Loan shall be owed
to the Lender listed in the Register as the owner thereof, and any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is listed in the Register as a Lender shall be
conclusive and binding on any subsequent holder, assignee or transferee of the
corresponding Loans.

                  (c)  Right to Assign. Each Lender shall have the right at any
time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including, without limitation, all or a portion of its
Loans owing to it or other Obligation (provided, however, that each such
assignment shall be of a uniform, and not varying, percentage of all rights and
obligations under and in respect of any Loan):

                           (i) to any Person meeting the criteria of clause (i)
         of the definition of the term of "Eligible Assignee" upon the giving of
         notice to Company and Administrative Agent; and

                           (ii) to any Person meeting the criteria of clause
         (ii) of the definition of the term of "Eligible Assignee"; provided
         further that, except in the case of an assignment to a Lender or an
         Affiliate of a Lender or a Related Fund of any Lender, each such
         assignment pursuant to this Section 10.6(c)(ii) shall be in an
         aggregate amount of not less than $1,000,000 (or such lesser amount as
         may be agreed to by Company and Administrative Agent or as shall
         constitute the aggregate amount of the Loans of the assigning Lender)
         with respect to the assignment of Loans.

                  (d)  Mechanics. The assigning Lender and the assignee thereof
shall execute and deliver to Administrative Agent an Assignment Agreement,
together with such forms, certificates or other

                                       101

<PAGE>

evidence, if any, with respect to United States federal income tax withholding
matters as the assignee under such Assignment Agreement may be required to
deliver to Administrative Agent pursuant to Section 2.17(c).

                  (e)  Notice of Assignment. Upon its receipt of a duly
executed and completed Assignment Agreement, together with any forms,
certificates or other evidence required by this Agreement in connection
therewith, Administrative Agent shall record the information contained in such
Assignment Agreement in the Register, shall give prompt notice thereof to
Company (but in no event shall Administrative Agent be required to give such
notice more frequently than once per week) and shall maintain a copy of such
Assignment Agreement.

                  (f)  Representations and Warranties of Assignee. Each Lender,
upon execution and delivery hereof or upon executing and delivering an
Assignment Agreement, as the case may be, represents and warrants as of the
Closing Date or as of the applicable Effective Date (as defined in the
applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it
has experience and expertise in the making of or investing in loans such as the
applicable Loans; and (iii) it will make or invest in, as the case may be, its
Loans for its own account in the ordinary course of its business and without a
view to distribution of such Loans within the meaning of the Securities Act or
the Exchange Act or other federal securities laws (it being understood that,
subject to the provisions of this Section 10.6, the disposition of such Loans or
any interests therein shall at all times remain within its exclusive control).

                  (g)  Effect of Assignment. Subject to the terms and
conditions of this Section 10.6, as of the "Effective Date" specified in the
applicable Assignment Agreement: (i) the assignee thereunder shall have the
rights and obligations of a "Lender" hereunder to the extent such rights and
obligations hereunder have been assigned to it pursuant to such Assignment
Agreement and shall thereafter be a party hereto and a "Lender" for all purposes
hereof; (ii) the assigning Lender thereunder shall, to the extent that rights
and obligations hereunder have been assigned thereby pursuant to such Assignment
Agreement, relinquish its rights (other than any rights which survive the
termination hereof under Section 10.8) and be released from its obligations
hereunder (and, in the case of an Assignment Agreement covering all or the
remaining portion of an assigning Lender's rights and obligations hereunder,
such Lender shall cease to be a party hereto; provided, anything contained in
any of the Credit Documents to the contrary notwithstanding, such assigning
Lender shall continue to be entitled to the benefit of all indemnities hereunder
as specified herein with respect to matters arising out of the prior involvement
of such assigning Lender as a Lender hereunder); and (iii) if any such
assignment occurs after the issuance of any Tranche B Term Loan Note hereunder,
the assigning Lender shall, upon the effectiveness of such assignment or as
promptly thereafter as practicable, surrender its applicable Tranche B Term Loan
Notes to Administrative Agent for cancellation, and thereupon Company shall
issue and deliver new Tranche B Term Loan Notes, if so requested by the assignee
and/or assigning Lender, to such assignee and/or to such assigning Lender, with
appropriate insertions, to reflect the outstanding Tranche B Term Loans of the
assignee and/or the assigning Lender.

                  (h)  Participations. Each Lender, without notice to or
consent of Administrative Agent or Company, shall have the right at any time to
sell one or more participations to any Person (other than Company, any of its
Subsidiaries or any of its Affiliates) in all or any part of its Commitments,
Loans or in any other Obligation. The holder of any such participation, other
than an Affiliate of the Lender

                                       102

<PAGE>

granting such participation, shall not be entitled to require such Lender to
take or omit to take any action hereunder except with respect to any amendment,
modification or waiver that would (i) extend the final scheduled maturity of any
Loan or Tranche B Term Loan Note in which such participant is participating, or
reduce the rate or extend the time of payment of interest or fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant's participation over the amount thereof then in
effect (it being understood that a waiver of any Default or Event of Default
shall not constitute a change in the terms of such participation, and that an
increase in any Loan shall be permitted without the consent of any participant
if the participant's participation is not increased as a result thereof), (ii)
consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under this Agreement or (iii) release a material portion of the
Collateral under the Collateral Documents or any material Guarantor from the
Guaranty (except as expressly provided in the Credit Documents) supporting the
Loans hereunder in which such participant is participating. Company agrees that
each participant shall be entitled to the benefits of Sections 2.15(c), 2.16 and
2.17 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (c) of this Section; provided, (i) a
participant shall not be entitled to receive any greater payment under Section
2.16 or 2.17 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 Company's prior written consent
and (ii) a participant that would be a Non-US Lender if it were a Lender shall
not be entitled to the benefits of Section 2.17 unless Company is notified of
the participation sold to such participant and such participant agrees, for the
benefit of Company, to comply with Section 2.17 as though it were a Lender. To
the extent permitted by law, each participant also shall be entitled to the
benefits of Section 10.4 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.14 as though it were a Lender.

                  (i)  Certain Other Assignments. In addition to any other
assignment permitted pursuant to this Section 10.6, any Lender may assign and/or
pledge (without notice to or the consent of Administrative Agent or Company) all
or any portion of its Loans, the other Obligations owed by or to such Lender,
and its Tranche B Term Loan Notes, if any, to secure obligations of such Lender
including, without limitation, to any Federal Reserve Bank as collateral
security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any operating circular issued by such Federal Reserve Bank;
provided, no Lender, as between Company and such Lender, shall be relieved of
any of its obligations hereunder as a result of any such assignment and pledge,
and provided further, in no event shall the applicable Federal Reserve Bank or
trustee be considered to be a "Lender" or be entitled to require the assigning
Lender to take or omit to take any action hereunder. In the case of any Lender
that is a fund that invests in bank loans, such Lender may, without the consent
of Company or Administrative Agent, assign or pledge all or any portion of its
rights under this Agreement, including the Loans and Tranche B Term Loan Notes
or any other instrument evidencing its rights as a Lender under this Agreement,
to any holder of, trustee for, or any other representative of holders of,
obligations owed or securities issued, by such fund, as security for such
obligations or securities; provided that any foreclosure or similar action by
such trustee or representative shall be subject to the provisions of Section
10.6(c) concerning assignments.

         10.7.    INDEPENDENCE OF COVENANTS. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would

                                       103

<PAGE>

be permitted by an exception to, or would otherwise be within the limitations
of, another covenant shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.

         10.8.    SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements made herein shall survive the
execution and delivery hereof and the making of any Loan. Notwithstanding
anything herein or implied by law to the contrary, the agreements of each Credit
Party set forth in Sections 2.15(c), 2.16, 2.17, 10.2, 10.3 and 10.4 and the
agreements of Lenders set forth in Sections 2.14 and 9.6 shall survive the
payment of the Loans.

         10.9.    NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of any Agent or any Lender in the exercise of any power, right or privilege
hereunder or under any other Credit Document shall impair such power, right or
privilege or be construed to be a waiver of any default or acquiescence therein,
nor shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other power, right or
privilege. The rights, powers and remedies given to each Agent and each Lender
hereby are cumulative and shall be in addition to and independent of all rights,
powers and remedies existing by virtue of any statute or rule of law or in any
of the other Credit Documents or any of the Hedge Agreements. Any forbearance or
failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be
a waiver thereof, nor shall it preclude the further exercise of any such right,
power or remedy.

         10.10.   MARSHALLING; PAYMENTS SET ASIDE. Neither any Agent nor any
Lender shall be under any obligation to marshal any assets in favor of any
Credit Party or any other Person or against or in payment of any or all of the
Obligations. To the extent that any Credit Party makes a payment or payments to
Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or Administrative Agent or Lenders enforce any security interests or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, any
other state or federal law, common law or any equitable cause, then, to the
extent of such recovery, the obligation or part thereof originally intended to
be satisfied, and all Liens, rights and remedies therefor or related thereto,
shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or setoff had not occurred.

         10.11.   SEVERABILITY. In case any provision in or obligation
hereunder or any Tranche B Term Loan Note shall be invalid, illegal or
unenforceable in any jurisdiction%, the validity, legality and enforceability of
the remaining provisions or obligations%, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

         10.12.   OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.
The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitment of any other Lender hereunder.
Nothing contained herein or in any other Credit Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce

                                       104

<PAGE>

its rights arising out hereof and it shall not be necessary for any other Lender
to be joined as an additional party in any proceeding for such purpose.

         10.13.   HEADINGS. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

         10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK); PROVIDED
THAT EACH AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.

         10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT
AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT
DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND
UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS
ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER
THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e)
AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS
OF ANY OTHER JURISDICTION.

         10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES
TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND
ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON

                                       105

<PAGE>

THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER
WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT
DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

         10.17.   CONFIDENTIALITY. Each Lender and each Agent shall hold all
non-public information regarding Company and its business identified as such by
Company and obtained by such Lender or such Agent pursuant to the requirements
hereof in accordance with such Lender's customary procedures for handling
confidential information of such nature, it being understood and agreed by
Company that, in any event, a Lender or an Agent may make (i) disclosures of
such information to Affiliates of such Lender and to their respective agents and
advisors (and to other persons authorized by a Lender or Agent to organize,
present or disseminate such information in connection with disclosures otherwise
made in accordance with this Section 10.17), (ii) disclosures of such
information reasonably required by any bona fide or potential assignee,
transferee or participant in connection with the contemplated assignment,
transfer or participation by such Lender of any Loans or any participations
therein or by any direct or indirect contractual counterparties (or the
professional advisors thereto) in Hedge Agreements (provided, such
counterparties and advisors are advised of and agree to be bound by the
provisions of this Section 10.17), (iii) disclosure to any rating agency when
required by it, provided that, prior to any disclosure, such rating agency shall
undertake in writing to preserve the confidentiality of any confidential
information relating to the Credit Parties received by it from any of the Agents
or any Lender, and (iv) disclosures required or requested by any governmental
agency or representative thereof or by the NAIC or pursuant to legal or judicial
process; provided, unless specifically prohibited by applicable law or court
order, each Lender and each Agent shall make reasonable efforts to notify
Company of any request by any governmental agency or representative thereof
(other than any such request in connection with any examination of the financial
condition or other routine examination of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information.

        10.18.    USURY SAVINGS CLAUSE. Notwithstanding any other provision
herein, the aggregate interest rate charged with respect to any of the
Obligations, including all charges or fees in connection therewith deemed in the
nature of interest under applicable law shall not exceed the Highest Lawful
Rate. If the rate of interest (determined without regard to the preceding
sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the
outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the
amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect. In
addition, if when the Loans made hereunder are repaid in full the total

                                       106

<PAGE>

interest due hereunder (taking into account the increase provided for above) is
less than the total amount of interest which would have been due hereunder if
the stated rates of interest set forth in this Agreement had at all times been
in effect, then to the extent permitted by law, Company shall pay to
Administrative Agent an amount equal to the difference between the amount of
interest paid and the amount of interest which would have been paid if the
Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of Lenders and Company to conform strictly to any
applicable usury laws. Accordingly, if any Lender contracts for, charges, or
receives any consideration which constitutes interest in excess of the Highest
Lawful Rate, then any such excess shall be cancelled automatically and, if
previously paid, shall at such Lender's option be applied to the outstanding
amount of the Loans made hereunder or be refunded to Company.

         10.19.   COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

         10.20.   EFFECTIVENESS. This Agreement shall become effective upon
the execution of a counterpart hereof by each of the parties hereto and receipt
by Company and Administrative Agent of written or telephonic notification of
such execution and authorization of delivery thereof.

                  [Remainder of page intentionally left blank]

                                       107

<PAGE>

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

                             COMPANY:

                             SANMINA-SCI CORPORATION,
                             a Delaware corporation

                              By:   /s/ Rick R. Ackel
                                    ____________________________________________
                                    Name:    Rick R. Ackel
                                    Title:   Executive Vice President and Chief
                                             Financial Officer

                              By:   /s/ Walter Boileau
                                    ____________________________________________
                                    Name:    Walter Boileau
                                    Title:   Treasurer

Credit and Guaranty Agreement

<PAGE>

                             GUARANTORS:

                             COMPATIBLE MEMORY, INC.
                             ESSEX ACQUISITION SUBSIDIARY, INC.
                             HADCO CORPORATION
                             HADCO SANTA CLARA, INC.
                             INTERAGENCY, INC.
                             INTERWORKS COMPUTER PRODUCTS
                             MANU-TRONICS, INC.
                             MOOSE ACQUISITION SUBSIDIARY, INC.
                             SANMINA CANADA HOLDINGS, INC.
                             SANMINA ENCLOSURE SYSTEMS USA, INC.
                             SANMINA-SCI SYSTEMS (ALABAMA) INC.
                             SANMINA-SCI SYSTEMS ENCLOSURES LLC
                             SCI ENCLOSURES (DENTON), INC.
                             SCI HOLDINGS, INC.
                             SCI SYSTEMS, INC.
                             SCI TECHNOLOGY, INC.
                             SCIMEX, INC.
                             VIKING COMPONENTS INCORPORATED

                             All By:   /s/ Rick R. Ackel
                                       _________________________________________
                                       Name:    Rick R. Ackel
                                       Title:   Chief Financial Officer

Credit and Guaranty Agreement

<PAGE>

                             SCI PLANT No. 2, L.L.C.
                             SCI PLANT No. 3, L.L.C.
                             SCI PLANT No. 4, L.L.C.
                             SCI PLANT No. 5, L.L.C.
                             SCI PLANT No. 27, L.L.C.
                             SCI PLANT No. 30, L.L.C.

                             All by:

                             SANMINA-SCI SYSTEMS (ALABAMA) INC.,
                             their Sole Member

                             By:    /s/ Rick R. Ackel
                                    ____________________________________________
                                    Name:    Rick R. Ackel
                                    Title:   Chief Financial Officer

Credit and Guaranty Agreement

<PAGE>

                             SCI PLANT No. 12, L.L.C.
                             SCI PLANT No. 22, L.L.C.

                             All by:

                             SCI TECHNOLOGY, INC.,
                             their Sole Member

                             By:    /s/ Rick R. Ackel
                                    ____________________________________________
                                    Name:    Rick R. Ackel
                                    Title:   Chief Financial Officer

Credit and Guaranty Agreement

<PAGE>

                             SANMINA GENERAL, L.L.C.
                             SANMINA LIMITED, L.L.C.
                             SANMINA-SCI, LLC

                             All by:

                             SANMINA-SCI CORPORATION,
                             their Sole Member

                             By:    /s/ Rick R. Ackel
                                    ____________________________________________
                                    Name:    Rick R. Ackel
                                    Title:   Executive Vice President and Chief
                                             Financial Officer

Credit and Guaranty Agreement

<PAGE>

                              SANMINA TEXAS, L.P.

                              By:   SANMINA GENERAL, L.L.C.,
                                    Its General Partner

                                    By:      SANMINA-SCI CORPORATION,
                                             Its Sole Member

                                    By:      /s/ Rick R. Ackel
                                             ___________________________________
                                    Name:    Rick R. Ackel
                                    Title:   Executive Vice President and Chief
                                             Financial Officer

Credit and Guaranty Agreement

<PAGE>

                             GOLDMAN SACHS CREDIT PARTNERS L.P.,
                             as Lead Arranger%, Sole Book Runner%, Syndication
                             Agent%, Administrative Agent and a Lender

                             By:  /s/ Robert Wagner
                                  ____________________________________________
                                             Authorized Signatory

Credit and Guaranty Agreement

<PAGE>

                             LASALLE BUSINESS CREDIT, INC.,
                             as Collateral Agent, Documentation Agent and a
                             Lender

                             By:    /s/ Robert J. Corsentino
                                    ____________________________________________

                             Name:  Robert J. Corsentino
                             Title: Group Senior Vice President

Credit and Guaranty Agreement

<PAGE>

                             TRANSAMERICA BUSINESS CAPITAL
                             CORPORATION
                             as a Lender

                             By:    /s/ Stephen K. Goetschius
                                    ____________________________________________
                             Name:  Stephen K. Goetschius
                             Title: Senior Vice President

Credit and Guaranty Agreement

<PAGE>

                                                                      APPENDIX A
                                                TO CREDIT AND GUARANTY AGREEMENT

                         TRANCHE B TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                       TRANCHE B                         PRO
             LENDER                                              TERM LOAN COMMITMENT                 RATA SHARE
------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                                  <C>
Goldman Sachs Credit Partners L.P.                                $  263,000,000.00                     95.64%
------------------------------------------------------------------------------------------------------------------

LaSalle Business Credit, Inc.                                     $   10,000,000.00                      3.63%
------------------------------------------------------------------------------------------------------------------
                                                                                                         0.73%
Transamerica Business Capital Corporation                         $    2,000,000.00
------------------------------------------------------------------------------------------------------------------

             TOTAL                                                $  275,000,000.00                    100.00%
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  APPENDIX A-1

<PAGE>

                                                                      APPENDIX B
                                                TO CREDIT AND GUARANTY AGREEMENT

                                NOTICE ADDRESSES

         SANMINA-SCI CORPORATION
         2700 North First Street
         San Jose, California 95134
         Attention: Mr. Rick R. Ackel, Chief Financial Officer
         Telecopier: (408) 964-3636
         Internet:website: http://www.sanmina-sci.com

         GUARANTORS
         2700 North First Street
         San Jose, California 95134
         Attention: Mr. Rick R. Ackel, Chief Financial Officer
         Telecopier: (408) 964-3636

in each case, with a copy to:
         Wilson Sonsini Goodrich & Rosati, P.C.
         650 Page Mill Road
         Palo Alto, California 94304
         Attention: Andrew J. Hirsch, Esq.
         Telecopier: (650) 493-6811

                                  APPENDIX B-1

<PAGE>

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Lead Arranger, Syndication Agent, Administrative Agent and a Lender

         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York 10004
         Attention: Stephen King
         Telecopier: (212) 357-0932

Administrative Agent's Principal Office:

         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York 10004
         Attention: Stephen King
         Telecopier: (212) 357-0932

with a copy to:

         Goldman Sachs Credit Partners L.P.
         85 Broad Street
         New York, New York 10004
         Attention: John Makrinos
         Telecopier:  (212) 357-4597

                                  APPENDIX B-2

<PAGE>

LASALLE BUSINESS CREDIT, INC.,
as Collateral Agent, Documentation Agent and a Lender

         LaSalle Business Credit, Inc.
         135 South LaSalle Street, Suite 425
         Chicago, Illinois 60603
         Attention: Susan Hamilton
         Telecopier: (312) 904-6450

with a copy to:

         LaSalle Business Credit, Inc.
         135 South LaSalle Street, Suite 425
         Chicago, Illinois 60603
         Attention: Steve Fenton
         Telecopier: (312) 904-6109

                                  APPENDIX B-3

<PAGE>

TRANSAMERICA BUSINESS CAPITAL CORPORATION,
as a Lender

         Transamerica Business Capital Corporation
         555 Theodore Fremd Ave Suite C-301
         Rye, New York 10580
         Attention: Jose Gutierrez
         Telecopier:  (914) 921-9072

with a copy to:

         Transamerica Business Capital Corporation
         555 Theodore Fremd Ave, Suite C-301
         Rye, New York 10580
         Attention: Vidya Singh
         Telecopier: (914) 925-7248

                                  APPENDIX B-4

<PAGE>

                                  Schedule 1.01

                           INACTIVE REAL ESTATE ASSETS

                     300 Diamond Drive, Huntsville, Alabama

                     400 Diamond Drive, Huntsville, Alabama

                   18522 Von Karman Avenue, Irvine, California

                 1625 Plymouth Street, Mountain View, California

               5525 Astrozon Boulevard, Colorado Springs, Colorado

                     500 Civic Center Drive, Augusta, Maine

                         Land located in Garland, Texas

                                  Schedule 1.01

<PAGE>

                                 Schedule 3.1(h)

                          INITIAL MORTGAGED PROPERTIES

                 2945-2955 Airway Avenue, Costa Mesa, California

                   2000 Ringwood Avenue, San Jose, California

                     1867 Senter Road, San Jose, California

                      702 Bradley Drive, Fountain, Colorado

                    1 Jewel Drive, Wilmington, Massachusetts

                    8 Presidential Way, Woburn, Massachusetts

               4104 South Miami Boulevard, Raleigh, North Carolina

                      8701 100th Street, Kenosha, Wisconsin

                                 Schedule 3.1(h)

<PAGE>

                                  Schedule 5.11

                   POST CLOSING REAL ESTATE ASSET DELIVERABLES

        Evidence of flood insurance with respect to the Initial Mortgaged
Property located at 702 Bradley Drive, Fountain, Colorado, in form and substance
                  reasonably satisfactory to Collateral Agent

                                  Schedule 5.11

<PAGE>

                                 Schedule 6.8(d)

                               HISTORICAL NUMBERS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                         FISCAL QUARTER ENDING         FISCAL QUARTER ENDING
                             JUNE 29, 2002              SEPTEMBER 28, 2002
-------------------------------------------------------------------------------------------
<S>                      <C>                           <C>
CONSOLIDATED                $ 88.7 million                   $ 91.7 million
ADJUSTED EBITDA
-------------------------------------------------------------------------------------------
CONSOLIDATED NET            $ 26.8 million                   $ 26.8 million
INTEREST EXPENSE
-------------------------------------------------------------------------------------------
</TABLE>

                                Schedule 6.8(d)
<PAGE>
                                                                         EXHIBIT


                                                                  EXHIBIT A-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                 FUNDING NOTICE

         Reference is made to the Credit and Guaranty Agreement, dated as of
December 23, 2002 (as it may be amended, supplemented or otherwise modified, the
"CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among SANMINA-SCI CORPORATION
("COMPANY"), certain Subsidiaries of Company, as Guarantors, the Lenders party
thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger,
Sole Book Runner, Syndication Agent and Administrative Agent, and LASALLE
BUSINESS CREDIT, INC., as Collateral Agent and Documentation Agent.

         Pursuant to Section [2.1][2.20] of the Credit Agreement, Company
desires that Lenders make the following Loans to Company in accordance with the
applicable terms and conditions of the Credit Agreement on [MM/DD/YY] (the
"CREDIT DATE"):

         [Tranche B][New] Term Loans

                  [ ]      Base Rate Loans:                    $[________]

                  [ ]      Eurodollar Rate Loans, with
                           an Initial Interest Period of
                           ________ Month(s):                  $[________]

         Company hereby certifies that:

                  (i)      after making the Loans requested on the Credit Date,
the aggregate principal amount of the Loans shall not exceed the Borrowing Base
then in effect;

                  (ii)     as of the Credit Date, the representations and
warranties contained in each of the Credit Documents are true and correct in all
material respects on and as of such Credit Date to the same extent as though
made on and as of such date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties were true and correct in all material respects on
and as of such earlier date; and

                  (iii)    as of the Credit Date, no event has occurred and is
continuing or would result from the consummation of the borrowing contemplated
hereby that would constitute an Event of Default or a Default.

Date: [MM/DD/YY]                             SANMINA-SCI CORPORATION

                                             By: _______________________________
                                             Name:
                                             Title:

                                  EXHIBIT A-1-1

<PAGE>

                                                                  EXHIBIT A-2 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                         CONVERSION/CONTINUATION NOTICE

         Reference is made to the Credit and Guaranty Agreement, dated as of
December 23, 2002 (as it may be amended, supplemented or otherwise modified, the
"CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among SANMINA-SCI CORPORATION
("COMPANY"), certain Subsidiaries of Company, as Guarantors, the Lenders party
thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger,
Sole Book Runner, Syndication Agent and Administrative Agent, and LASALLE
BUSINESS CREDIT, INC., as Collateral Agent and Documentation Agent.

         Pursuant to Section 2.6 of the Credit Agreement, Company desires to
convert or to continue the following Loans, each such conversion and/or
continuation to be effective as of [MM/DD/YY]:

                  $[___,___,___]    Eurodollar Rate Loans to be continued with
                                    Interest Period of ____ month(s)

                  $[___,___,___]    Base Rate Loans to be converted to
                                    Eurodollar Rate Loans with Interest Period
                                    of ____ month(s)

                  $[___,___,___]    Eurodollar Rate Loans to be converted to
                                    Base Rate Loans

         Company hereby certifies that, as of the date hereof, no event has
occurred and is continuing or would result from the consummation of the
conversion and/or continuation contemplated hereby that would constitute an
Event of Default or a Default.

Date: [MM/DD/YY]                             SANMINA-SCI CORPORATION

                                             By: _______________________________
                                             Name:
                                             Title:

                                  EXHIBIT A-2-1

<PAGE>

                                                                    EXHIBIT B TO
                                                   CREDIT AND GUARANTY AGREEMENT

                            TRANCHE B TERM LOAN NOTE

$ [___,___,___]
 [MM/DD/YY]                                                   New York, New York

         FOR VALUE RECEIVED, SANMINA-SCI CORPORATION, a Delaware corporation
("COMPANY"), promises to pay [NAME OF LENDER] ("PAYEE") or its registered
assigns the principal amount of [DOLLARS] ($[___,___,___]) in the installments
referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 23, 2002 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among SANMINA-SCI CORPORATION, certain Subsidiaries of Company,
as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT
PARTNERS L.P., as Lead Arranger, Sole Book Runner, Syndication Agent and
Administrative Agent, and LASALLE BUSINESS CREDIT, INC., as Collateral Agent and
Documentation Agent.

         Company shall make principal payments on this Note as set forth in
Section 2.9 of the Credit Agreement.

         This Note is one of the "Tranche B Term Loan Notes," which notes have
an aggregate principal amount of $275,000,000, and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Tranche B Term Loan evidenced hereby was made and is to be repaid. This Note is
secured and guaranteed as provided in the Credit Agreement and the other Credit
Documents.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement. Unless and until an Assignment Agreement effecting the
assignment or transfer of the obligations evidenced hereby shall have been
accepted by Administrative Agent and recorded in the Register, Company, each
Agent and Lenders shall be entitled to deem and treat Payee as the owner and
holder of this Note and the obligations evidenced hereby. Payee hereby agrees,
by its acceptance hereof, that before disposing of this Note or any part hereof
it will make a notation hereon of all principal payments previously made
hereunder and of the date to which interest hereon has been paid; provided, the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Company hereunder with respect to payments
of principal of or interest on this Note.

         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

                                   EXHIBIT B-1

<PAGE>

         Upon the occurrence and during the continuance of an Event of Default,
the unpaid balance of the principal amount of this Note, together with all
accrued and unpaid interest thereon, may become, or may be declared to be, due
and payable in the manner, upon the conditions and with the effect provided in
the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                  [Remainder of page intentionally left blank.]

                                   EXHIBIT B-2

<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                             SANMINA-SCI CORPORATION

                                             By: _______________________________
                                             Name:
                                             Title:

                                   EXHIBIT B-3

<PAGE>

                                                                    EXHIBIT C TO
                                                   CREDIT AND GUARANTY AGREEMENT

                             COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

         1.  I am the [Chief Financial Officer/Treasurer] of SANMINA-SCI
CORPORATION ("COMPANY").

         2.  I have reviewed the terms of that certain Credit and Guaranty
Agreement, dated as of December 23, 2002 (as it may be amended, supplemented or
otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
SANMINA-SCI CORPORATION, certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Lead Arranger, Sole Book Runner, Syndication Agent and Administrative Agent, and
LASALLE BUSINESS CREDIT, INC., as Collateral Agent and Documentation Agent, and
I have made, or have caused to be made under my supervision, a review in
reasonable detail of the transactions and condition of Company and its
Subsidiaries during the accounting period covered by the attached financial
statements.

         3.  The examination described in paragraph 2 above did not disclose,
and I have no knowledge of, the existence of any condition or event which
constitutes an Event of Default or Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth in a separate attachment, if any, to
this Certificate, describing in detail, the nature of the condition or event,
the period during which it has existed and the action which Company has taken,
is taking, or proposes to take with respect to each such condition or event.

         The foregoing certifications, together with the computations set forth
in the Annex A hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered [MM/DD/YY] pursuant to
Section 5.1(c) of the Credit Agreement.

                                             SANMINA-SCI CORPORATION

                                             By: _______________________________
                                             Name:
                                             Title:   [Chief Financial
                                                       Officer/Treasurer]
                                                                      ANNEX A TO
                                                          COMPLIANCE CERTIFICATE

               FOR THE FISCAL [QUARTER] [YEAR] ENDING [MM/DD/YY].

<TABLE>
<S>                                                               <C>
1.  Consolidated Adjusted EBITDA:   (i) - (ii) + (iii) =          $[___,___,___]

         (i)      (a)      Consolidated Net Income:               $[___,___,___]

                  (b)      Consolidated Net Interest Expense:     $[___,___,___]

                  (c)      provisions for taxes based on income:  $[___,___,___]

                  (d)      total depreciation expense:            $[___,___,___]
</TABLE>

                                  EXHIBIT C-1

<PAGE>

<TABLE>
<S>                                                               <C>
                  (e)      total amortization expense:            $[___,___,___]

                  (f)      other non-Cash items (other than
                           non-Cash charges in connection
                           with restructurings) reducing
                           Consolidated Net Income[*]:            $[___,___,___]

                  (g)      other non-Cash charges relating to
                           restructurings (it being agreed that
                           such non-Cash charges shall be added
                           back for the period during which it
                           was recognized as a non-Cash charge
                           but subtracted in any future period
                           when such charge is paid in cash as
                           provided in clause (ii)(b) below):     $[___,___,___]

         (ii)     (a)      other non-cash items increasing
                           Consolidated Net Income[**]:           $[___,___,___]

                  (b)      any restructuring charge paid in Cash
                           and previously added back under
                           clause (i)(g) above:
                                                                  $[___,___,___]

         (iii)    Permitted Restructuring Cash Charges:           $[___,___,___]

2.  Consolidated Capital Expenditures:                            $[___,___,___]

3.  Consolidated Interest Expense:                                $[___,___,___]

4.  Consolidated Net Income: (i) - (ii) =                         $[___,___,___]

         (i)      the net income (or loss) of Company and its
                  Subsidiaries on a consolidated basis for such
                  period taken as a single accounting period
                  determined in conformity with GAAP:             $[___,___,___]

         (ii)     (a)      the income (or loss) of any Person
                           (other than a Subsidiary of Company)
                           in which any other Person (other
                           than Company or any of its
                           Subsidiaries) has a joint interest,
                           except to the extent of the amount
                           of dividends or other distributions
                           actually paid to Company or any of
                           its Subsidiaries by such Person:       $[___,___,___]

                  (b)      the income (or loss) of any Person
                           accrued prior to the date it becomes
                           a Subsidiary of Company or is merged
                           into or consolidated with Company or
                           any of its Subsidiaries or that
                           Person's assets are acquired by
                           Company or any of its Subsidiaries:    $[___,___,___]
</TABLE>

---------------------
[*]      Excluding (1) any such non-Cash item to the extent it represents an
         accrual or reserve for potential Cash item in any future period or
         amortizing of a prepaid cash item that was paid in a prior period and
         (2) any non-Cash item representing a change in current assets.

[**]     Excluding any such non-Cash item to the extent it represents the
         reversal of an accrual or reserve for potential Cash item in any prior
         period and including gains on extinguishments of Indebtedness.

                                  EXHIBIT C-2

<PAGE>

<TABLE>
<S>                                                                 <C>               <C>
                   (c)     the income of any Subsidiary of
                           Company to the extent that the
                           declaration or payment of dividends
                           or similar distributions by that
                           Subsidiary of that income is not at
                           the time permitted by operation of
                           the terms of its charter or any
                           agreement, instrument, judgment,
                           decree, order, statute, rule or
                           governmental regulation
                           applicable to that Subsidiary:                             $[___,___,___]

                  (d)      any after-tax gains or losses
                           attributable to Asset Sales or
                           returned surplus assets of any
                           Pension Plan:                                              $[___,___,___]

                  (e)      to the extent not included in
                           clauses (ii)(a) through (d) above,
                           any net extraordinary gains or net
                           non-cash extraordinary losses:                             $[___,___,___]

5.  Permitted Restructuring Cash Charges: (i) + (ii) =                                $[___,___,___]

         (i)      up to $135.3 million in nonrecurring Cash
                  charges relating to announced restructurings
                  reducing Consolidated Net Income and actually
                  paid in Cash on or before September 30, 2004:                       $[___,___,___]

         (ii)     at any time during the term of the Credit
                  Agreement, up to $100.0 million of additional
                  nonrecurring Cash charges relating to
                  restructurings:                                                     $[___,___,___]

6.  Consolidated Net Interest Expense:                                                $[___,___,___]

7.  Consolidated Senior Indebtedness:                                                 $[___,___,___]

8.  Net Interest Coverage Ratio: (i)/(ii) =

         (i)      Consolidated Adjusted EBITDA
                  for the four-Fiscal Quarter Period then
                  ended:                                                              $[___,___,___]

         (ii)     Consolidated Net Interest Expense
                  for such four-Fiscal Quarter Period:                                $[___,___,___]

                                                                    Actual:           _.__:1.00
                                                                    Required:         _.__:1.00

9.  Senior Leverage Ratio: (i)/(ii) =

         (i)      Consolidated Senior Indebtedness as of
                  the last day of the Fiscal Quarter then
                  ended                                                               $[___,___,___]

         (ii)     Consolidated Adjusted EBITDA
                  for the four-Fiscal Quarter period then
                  ended:                                                              $[___,___,___]

                                                                    Actual:           _.__:1.00
</TABLE>

                                  EXHIBIT C-3

<PAGE>

<TABLE>
<S>                                                                 <C>               <C>
                                                                    Required:         _.__:1.00

10.  Maximum Consolidated Capital Expenditures

                                                                    Actual:           $[___,___,___]
                                                                    Required :        $[___,___,___]

         plus, to the extent that the Consolidated Capital
         Expenditures made by Company and its Subsidiaries
         in the prior Fiscal Year are less than the amount
         permitted to be made in such Fiscal Year (without
         giving effect to any additional amount available
         as a result of this clause), the amount of such
         difference (but in no event more than 50.0% of the
         amount permitted to be made in such period):                                 $[___,___,___]
</TABLE>

                                  EXHIBIT C-4

<PAGE>

                                                                  EXHIBIT D-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                            OPINIONS OF U.S. COUNSEL

                                 [See Attached]

                                  EXHIBIT D-1-1

<PAGE>

                                                                  EXHIBIT D-2 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                           OPINIONS OF FOREIGN COUNSEL

         Capitalized terms used herein not otherwise defined herein shall have
the meanings ascribed thereto in the Credit and Guaranty Agreement.

         1. _____________ ("SUBSIDIARY") is a [corporation] [partnership]
     organized and validly existing under the laws of _____________ [insert name
     of country] (the "APPLICABLE JURISDICTION"), has not been dissolved and has
     all requisite corporate power and authority to carry on its business as now
     conducted and as proposed to be conducted.

         2. The authorized capital of Subsidiary consists of ___________ [common
     shares] [partnership interests], of which _______________ are issued and
     outstanding. _______________ [Insert name of Pledgor under Pledge and
     Security Agreement] ("PLEDGOR") is both the registered and (to our best
     knowledge) beneficial owner of all of those issued and outstanding [common
     shares] [partnership interests].

         3. The Pledge and Security Agreement provides, among other things, that
     it is governed by the laws of the State of New York, United States of
     America and provides for a security interest in and lien on, among other
     things, [65]% of the issued and outstanding [common shares] [partnership
     interests] of Subsidiary (the "PLEDGED SHARES"). The choice of the law of
     the State of New York, United States of America as the governing law of the
     Pledge and Security Agreement will be upheld as a valid choice of law by
     the courts of the Applicable Jurisdiction. If the Pledge and Security
     Agreement is sought to be enforced in the Applicable Jurisdiction in
     accordance with the laws of the State of New York, United States of
     America, the courts of competent jurisdiction in the Applicable
     Jurisdiction would recognize the choice of law and apply the laws of the
     State of New York, United States of America including the choice of laws
     rules regarding perfection contained therein.

         4. The Pledge and Security Agreement is in proper legal form under the
     laws of the Applicable Jurisdiction for the enforcement thereof against the
     Pledgor under the laws of the Applicable Jurisdiction.

         5. No filings, registrations, recordings or other actions are necessary
     under the laws of the Applicable Jurisdiction to create, preserve, perfect
     and protect the Collateral Agent's security interest in and lien on the
     Pledged Shares under the Pledge and Security Agreement or for the
     Collateral Agent to exercise its rights and remedies against the Pledged
     Shares under the Pledge and Security Agreement, and no consent, approval or
     authorization of any Person or entity is required under the laws of the
     Applicable Jurisdiction in order for the Collateral Agent's security
     interest and lien to be created, preserved, perfected and protected or for
     the Collateral Agent to exercise its rights and remedies against the
     Pledged Shares under the Pledge and Security Agreement.

         6. Neither the execution, delivery and performance by the Pledgor of
     the Pledge and Security Agreement nor the exercise by the Collateral Agent
     or the Secured Parties of any of their rights or remedies thereunder will
     contravene any constitutional provision or any provision of any law,
     decree, treaty, order or judgment of any court or other agency of any
     government or, to the best of our knowledge, any contractual restriction
     binding on or affecting the Subsidiary or any of its properties.

         7. There are no stamp taxes, registration taxes or other similar taxes,
     duties or charges now due, or which under the present laws of the
     Applicable Jurisdiction may become due, in connection with the Pledge and
     Security Agreement or the enforcement thereof. The Subsidiary may pay all
     amounts required by the

                                  EXHIBIT D-2-1

<PAGE>

     Pledge and Security Agreement free of any deduction or withholding
     therefrom, and such payments will not be subject to any income or other tax
     imposed by the Applicable Jurisdiction or any taxing authority thereof.

         8. To ensure the legality, validity, enforceability or admissibility in
     evidence of any of the Pledge and Security Agreement in the Applicable
     Jurisdiction it is not necessary or advisable that such agreement or any
     other instrument or document relating thereto be executed, delivered,
     filed, registered or recorded in any public office or that notice thereof
     be given to any Person.

         9. There are no legal impediments to access by the Collateral Agent or
     the Secured Parties to the courts of the Applicable Jurisdiction, nor shall
     the Collateral Agent nor the Secured Parties be required to qualify under
     any statute or law or to pay any franchise tax, stamp tax or other similar
     fee to gain such access, in respect of the Pledge and Security Agreement,
     including a proceeding for the recognition of a judgment by a court in the
     United States in favor of the Collateral Agent or the Secured Parties,
     except for such fees as would be required of plaintiffs, both residents and
     non-residents, in seeking access to the courts of the Applicable
     Jurisdiction.

     Opinions to be subject to customary assumptions, qualifications and
conditions.

                                  EXHIBIT D-2-2

<PAGE>

                                                                    EXHIBIT E TO
                                                   CREDIT AND GUARANTY AGREEMENT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption Agreement (this "ASSIGNMENT") is dated
as of the Effective Date set forth below and is entered into by and between
[Insert name of Assignor] (the "ASSIGNOR") and [Insert name of Assignee] (the
"ASSIGNEE"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as it may be
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed are hereby agreed to and incorporated herein by reference and made
a part of this Assignment as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the facilities identified below (the "ASSIGNED
INTEREST"). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and the Credit Agreement,
without representation or warranty by the Assignor.

1.       Assignor:                  ______________________

2.       Assignee:                  ______________________ [and is an
                                    Affiliate/Approved Fund[*****]]

3.       Borrower:                  Sanmina-SCI Corporation

4.       Administrative Agent:      Goldman Sachs Credit Partners L.P., as the
                                    administrative agent under the Credit
                                    Agreement

5.       Credit Agreement:          Credit and Guaranty Agreement dated as of
                                    December 23, 2002 among SANMINA-SCI
                                    CORPORATION, the subsidiaries of Sanmina -
                                    SCI Corporation from time to time party
                                    thereto, as guarantors, the Lenders parties
                                    thereto, GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                    as Administrative Agent, and the other
                                    agents parties thereto

6.       Assigned Interest:

-----------------------------
[*****]Select as applicable

                                   EXHIBIT E-1

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                  Aggregate Amount of                                Percentage Assigned
                                         Loans                 Amount of Loans             of Loans
      Facility Assigned             for all Lenders               Assigned                 [******]
      -----------------             ---------------               --------                 --------
<S>                               <C>                          <C>                   <C>

---------------------------------------------------------------------------------------------------------
____________[*******]             $______________              $______________            ____________%
---------------------------------------------------------------------------------------------------------

______________                    $______________              $______________            ____________%

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

______________                    $______________              $______________            ____________%
----------------------------------------------------------------------------------------------------------
</TABLE>

Effective Date:  ______________, 200_ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

7.       Notice and Wire Instructions:

    [NAME OF ASSIGNOR]                           [NAME OF ASSIGNEE]

    Notices:                                     Notices:

             ________________________                    _______________________
             ________________________                    _______________________
             ________________________                    _______________________
             Attention:                                  Attention:
             Telecopier:                                 Telecopier:

    with a copy to:                              with a copy to:
             ________________________                    _______________________
             ________________________                    _______________________
             ________________________                    _______________________
             Attention:                                  Attention:
             Telecopier:                                 Telecopier:

    Wire Instructions:                           Wire Instructions:

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

[******]Set forth, to at least 9 decimals, as a percentage of the Loans of all
Lenders thereunder.

[*******]Fill in the appropriate terminology for the types of facilities under
the Credit Agreement that are being assigned under this Assignment

                                  EXHIBIT E-2

<PAGE>

                  The terms set forth in this Assignment are hereby agreed to:

                                    ASSIGNOR
                                    [NAME OF ASSIGNOR]

                                    By:_______________________
                                    Title:

                                    ASSIGNEE
                                    [NAME OF ASSIGNEE]

                                    By:_______________________
                                    Name:
                                    Title:

[Consented to and][********] Accepted:

GOLDMAN SACHS CREDIT PARTNERS L.P., as
   Administrative Agent

By:_______________________
Name:
Title:

[Consented to:][*********]

SANMINA-SCI CORPORATION

By:_______________________
Name:
Title:

--------------------------------------
[********]To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.

[*********]To be added only if the consent of Company is required by the terms
of the Credit Agreement.

                                  EXHIBIT E-3

<PAGE>

                                                                         ANNEX 1

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

1.       Representations and Warranties.

                  1.1  Assignor. The Assignor (a) represents and warrants that
                       (i) it is the legal and beneficial owner of the Assigned
                       Interest, (ii) the Assigned Interest is free and clear of
                       any lien, encumbrance or other adverse claim and (iii) it
                       has full power and authority, and has taken all action
                       necessary, to execute and deliver this Assignment and to
                       consummate the transactions contemplated hereby; and (b)
                       assumes no responsibility with respect to (i) any
                       statements, warranties or representations made in or in
                       connection with any Credit Document, (ii) the execution,
                       legality, validity, enforceability, genuineness,
                       sufficiency or value of the Credit Agreement or any other
                       instrument or document delivered pursuant thereto, other
                       than this Assignment (herein collectively the "CREDIT
                       DOCUMENTS"), or any collateral thereunder, (iii) the
                       financial condition of Company, any of its Subsidiaries
                       or Affiliates or any other Person obligated in respect of
                       any Credit Document or (iv) the performance or observance
                       by the Borrower, any of its Subsidiaries or Affiliates or
                       any other Person of any of their respective obligations
                       under any Credit Document.

                  1.2  Assignee. The Assignee (a) represents and warrants that
                       (i) it has full power and authority, and has taken all
                       action necessary, to execute and deliver this Assignment
                       and to consummate the transactions contemplated hereby
                       and to become a Lender under the Credit Agreement, (ii)
                       it meets all requirements of an Eligible Assignee under
                       the Credit Agreement, (iii) from and after the Effective
                       Date, it shall be bound by the provisions of the Credit
                       Agreement and, to the extent of the Assigned Interest,
                       shall have the obligations of a Lender thereunder, (iv)
                       it has received a copy of the Credit Agreement and such
                       other documents and information as it has deemed
                       appropriate to make its own credit analysis and decision
                       to enter into this Assignment and to purchase the
                       Assigned Interest on the basis of which it has made such
                       analysis and decision, and (v) if it is a Non-US Lender,
                       attached to the Assignment is any documentation required
                       to be delivered by it pursuant to the terms of the Credit
                       Agreement, duly completed and executed by the Assignee;
                       and (b) agrees that (i) it will, independently and
                       without reliance on the Administrative Agent, the
                       Assignor or any other Lender, and based on such documents
                       and information as it shall deem appropriate at that
                       time, continue to make its own credit decisions in taking
                       or not taking action under the Credit Documents, and (ii)
                       it will perform in accordance with their terms all of the
                       obligations which by the terms of the Credit Documents
                       are required to be performed by it as a Lender.

2.       Payments. From and after the Effective Date, the Administrative Agent
         shall make all payments in respect of the Assigned Interest (including
         payments of principal, interest, premium, fees and other amounts) to
         the Assignor for amounts which have accrued to but excluding the
         Effective Date and to the Assignee for amounts which have accrued from
         and after the Effective Date.[**********]

---------------------
[**********]Administrative Agent should consider whether this method conforms to
its systems. In some circumstances, the following alternative language may be
appropriate: "From and after the Effective Date, the Administrative Agent shall
make all payments in respect of the Assigned Interest (including payments of
principal, interest, premium, fees and other amounts) to the Assignee whether
such amounts have accrued prior to or on or after the Effective Date. The
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves."

                                  EXHIBIT E-4

<PAGE>

3.       General Provisions. This Assignment shall be binding upon, and inure to
         the benefit of, the parties hereto and their respective successors and
         assigns. This Assignment may be executed in any number of counterparts,
         which together shall constitute one instrument. Delivery of an executed
         counterpart of a signature page of this Assignment by telecopy shall be
         effective as delivery of a manually executed counterpart of this
         Assignment. This Assignment shall be governed by, and construed in
         accordance with, the laws of the State of New York (including Sections
         5-1401 and 5-1402 of the General Obligations Law of the State of New
         York).

                                  EXHIBIT E-5

<PAGE>

                                                                    EXHIBIT F TO
                                                   CREDIT AND GUARANTY AGREEMENT

                         CERTIFICATE RE NON-BANK STATUS

                  Reference is made to the Credit and Guaranty Agreement, dated
as of December 23, 2002 (as it may be amended, supplemented or otherwise
modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among SANMINA-SCI
CORPORATION ("COMPANY"), certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Lead Arranger, Sole Book Runner, Syndication Agent and Administrative Agent, and
LASALLE BUSINESS CREDIT, INC., as Collateral Agent and Documentation Agent.
Pursuant to Section 2.17(c) of the Credit Agreement, the undersigned hereby
certifies that it is not a "bank" or other Person described in Section 881(c)(3)
of the Internal Revenue Code of 1986, as amended.

                                    [NAME OF LENDER]

                                    By: ____________________________
                                    Name:
                                    Title:

                                   EXHIBIT F-1

<PAGE>

                                                                  EXHIBIT G-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                            CLOSING DATE CERTIFICATE

         THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

         1.  We are%, respectively,   the chief financial officer and
treasurer of SANMINA-SCI CORPORATION ("COMPANY").

         2.  We have reviewed the terms of Sections 3 and 4 of the Credit
Agreement and the definitions and provisions contained in such Credit Agreement
relating thereto, and in our opinion we have made, or have caused to be made
under our supervision, such examination or investigation as is necessary to
enable us to express an informed opinion as to the matters referred to herein.

         3.  Based upon our review and examination described in paragraph (2)
above, we certify, on behalf of Company, that as of the date hereof:

                  (i)  as of the Closing Date, the representations and
                  warranties contained in each of the Credit Documents are true
                  and correct in all respects on and as of the Closing Date to
                  the same extent as though made on and as of such date, except
                  to the extent such representations and warranties specifically
                  relate to an earlier date, in which case such representations
                  and warranties were true and correct in all respects on and as
                  of such earlier date;

                  (ii)  as of the Closing Date, no injunction or other
                  restraining order has been issued and no hearing to cause an
                  injunction or other restraining order to be issued is pending
                  or noticed with respect to any action, suit or proceeding
                  seeking to enjoin or otherwise prevent the consummation of, or
                  to recover any damages or obtain relief as a result of, the
                  borrowing under the Credit Agreement contemplated on the
                  Closing Date;

                  (iii)  as of the Closing Date, no event has occurred and is
                  continuing or would result from the consummation of the
                  borrowing contemplated hereby that would constitute an Event
                  of Default or a Default; and

                  (iv)  as of the Closing Date, Company reasonably expects,
                  after giving effect to the borrowing of the Tranche B Term
                  Loans on the Closing Date, and based upon good faith
                  determinations and projections consistent with the Financial
                  Plan, to be in compliance with all operating and financial
                  covenants set forth in the Credit Agreement as of the last day
                  of the current Fiscal Quarter.

         4. Attached as Annex A hereto are true and complete (and, where
applicable, executed and conformed) copies of each of the material Senior
Secured Note Documents.

         5. Each Credit Party has requested Wilson Sonsini Goodrich & Rosati,
P.C., Deutsch Williams Brooks DeRensis & Holland, P.C., Quarles & Brady LLP,
Lanier Ford Shaver & Payne, Holland & Hart and Rayburn Cooper & Durham, P.C. and
certain other local counsel to the Credit Parties to deliver to Agents and
Lenders on the Closing Date favorable written opinions setting forth
substantially the matters in the opinions designated in Exhibit D-1 and D-2
annexed to the Credit Agreement, and as to such other matters as Administrative
Agent may reasonably request.

                                  EXHIBIT G-1-1

<PAGE>

         6.  Attached hereto as Annex B are true and complete copies of (a) the
Historical Financial Statements, and (b) pro forma consolidated and
consolidating balance sheets of Company and its Subsidiaries as at the Closing
Date, prepared in accordance with GAAP and reflecting the sale and issuance of
the Senior Secured Notes, the borrowing of the Tranche B Term Loans on the
Closing Date, the related financings and the other transactions contemplated by
the Credit Documents and the Senior Secured Note Documents. The Company has
provided to the Administrative Agent true and complete copies of the
Projections.

         8. Consolidated Adjusted EBITDA for the 2002 Fiscal Year (without
giving effect to clause (c) of the definition of "Consolidated Net Income") was
no less than $388.6 million.

                  [Remainder of page intentionally left blank.]

                                  EXHIBIT G-1-2

<PAGE>

     The foregoing certifications are made and delivered as of December 23,
2002.

                                    SANMINA-SCI CORPORATION

                                    _______________________
                                    Name: Rick R. Ackel
                                    Title: Chief Financial Officer

                                    SANMINA-SCI CORPORATION

                                    _______________________
                                    Name:
                                    Title: Treasurer

                                  EXHIBIT G-1-3

<PAGE>

                                                                  EXHIBIT G-2 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                              SOLVENCY CERTIFICATE

         THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

         1.  I am the chief financial officer of SANMINA-SCI CORPORATION, a
Delaware corporation ("COMPANY").

         2.  Reference is made to that certain Credit and Guaranty Agreement,
dated as of December 23, 2002 (as it may be amended, supplemented or otherwise
modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among COMPANY,
CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party thereto from
time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Sole Book
Runner, Syndication Agent and Administrative Agent, and LASALLE BUSINESS CREDIT,
INC., as Collateral Agent and Documentation Agent.

         3.  I have reviewed the terms of Sections 3 and 4 of the Credit
Agreement and the definitions and provisions contained in the Credit Agreement
relating thereto, together with the Senior Secured Note Documents, and, in my
opinion, have made, or have caused to be made under my supervision, such
examination or investigation as is necessary to enable me to express an informed
opinion as to the matters referred to herein.

         4.  Based upon my review and examination described in paragraph (3)
above, I certify that as of the date hereof, after giving effect to the issuance
and sale of the Senior Secured Notes and the borrowing of the Tranche B Term
Loans on the Closing Date, the related financings and the other transactions
contemplated by the Credit Documents and the Senior Secured Note Documents, each
Credit Party is Solvent.

         The foregoing certifications are made and delivered as of December 23,
         2002.

                             ______________________________
                             Name: Rick R. Ackel
                             Title: Chief Financial Officer

                                  EXHIBIT G-2-3

<PAGE>

                                                                    EXHIBIT H TO
                                                   CREDIT AND GUARANTY AGREEMENT

                              COUNTERPART AGREEMENT

         This COUNTERPART AGREEMENT, dated [MM/DD/YY] (this "COUNTERPART
AGREEMENT"), is delivered pursuant to that certain Credit and Guaranty
Agreement, dated as of December 23, 2002 (as it may be amended, supplemented or
otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
SANMINA-SCI CORPORATION, certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Lead Arranger, Sole Book Runner, Syndication Agent and Administrative Agent, and
LASALLE BUSINESS CREDIT, INC., as Collateral Agent and Documentation Agent.

         SECTION 1. Pursuant to Section 5.10 of the Credit Agreement, the
undersigned hereby:

                  (a)  agrees that this Counterpart Agreement may be attached to
         the Credit Agreement and that by the execution and delivery hereof, the
         undersigned becomes a Guarantor under the Credit Agreement and agrees
         to be bound by all of the terms thereof;

                  (b)  [except as set forth on Schedule A hereto,] represents
         and warrants that each of the representations and warranties set forth
         in the Credit Agreement and each other Credit Document and applicable
         to the undersigned is true and correct both before and after giving
         effect to this Counterpart Agreement, except to the extent that any
         such representation and warranty relates solely to any earlier date, in
         which case such representation and warranty is true and correct as of
         such earlier date;

                  (c)  no event has occurred or is continuing as of the date
         hereof, or will result from the transactions contemplated hereby on the
         date hereof, that would constitute an Event of Default or a Default;

                  (d)  agrees to irrevocably and unconditionally guaranty the
         due and punctual payment in full of all Obligations when the same shall
         become due, whether at stated maturity, by required prepayment,
         declaration, acceleration, demand or otherwise (including amounts that
         would become due but for the operation of the automatic stay under
         Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)) and in
         accordance with Section 7 of the Credit Agreement; and

                  (e)  the undersigned hereby (i) agrees that this counterpart
         may be attached to the Pledge and Security Agreement, (ii) agrees that
         the undersigned will comply with all the terms and conditions of the
         Security Agreement as if it were an original signatory thereto, (iii)
         subject to the provisions of the Pledge and Security Agreement, grants
         to Collateral Agent a security interest in all of the undersigned's
         right, title and interest in and to all "Collateral" (as such term is
         defined in the Pledge and Security Agreement) of the undersigned, in
         each case whether now or hereafter existing or in which the undersigned
         now has or hereafter acquires an interest and wherever the same may be
         located and (iv) delivers to Collateral Agent supplements to all
         applicable schedules attached to the Pledge and Security Agreement. All
         such Collateral shall be deemed to be part of the "Collateral" and
         hereafter subject to each of the terms and conditions of the Pledge and
         Security Agreement.

         SECTION 2. The undersigned agrees from time to time, upon request of
Administrative Agent, to take such additional actions and to execute and deliver
such additional documents and instruments as Administrative Agent may request to
effect the transactions contemplated by, and to carry out the intent of, this
Agreement. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the party
(including, if applicable, any party required to evidence its consent to or
acceptance of

                                   EXHIBIT H-1

<PAGE>

this Agreement) against whom enforcement of such change, waiver, discharge or
termination is sought. Any notice or other communication herein required or
permitted to be given shall be given in pursuant to Section 10.1 of the Credit
Agreement, and all for purposes thereof, the notice address of the undersigned
shall be the address as set forth on the signature page hereof. In case any
provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

         THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).

                  [Remainder of page intentionally left blank.]

                                   EXHIBIT H-2

<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Counterpart
Agreement to be duly executed and delivered by its duly authorized officer as of
the date above first written.

                             [NAME OF SUBSIDIARY]

                             By:______________________
                             Name:
                             Title:

Address for Notices:

         _______________
         _______________
         _______________
         Attention:
         Telecopier

with a copy to:

         _______________
         _______________
         _______________
         Attention:
         Telecopier

ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent

By:_____________________
   Name:
   Title:

LASALLE BUSINESS CREDIT, INC.,
as Collateral Agent

By:_____________________
   Name:
   Title:

                                   EXHIBIT H-3

<PAGE>

                                                                    EXHIBIT I TO
                                                   CREDIT AND GUARANTY AGREEMENT

                          PLEDGE AND SECURITY AGREEMENT

                          DATED AS OF DECEMBER 23, 2002

                                     BETWEEN

                        EACH OF THE GRANTORS PARTY HERETO

                                       AND

                          LASALLE BUSINESS CREDIT, INC.

                               AS COLLATERAL AGENT

                                   Exhibit I-1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
SECTION 1.  DEFINITIONS; GRANT OF SECURITY..................................................    4
     1.1   General Definitions..............................................................    4

     1.2   Definitions; Interpretation......................................................   10

SECTION 2.  GRANT OF SECURITY...............................................................   10
     2.1   Grant of Security................................................................   10

     2.2   Certain Limited Exclusions.......................................................   11

     2.3   Intercreditor Agreement..........................................................   12

SECTION 3.  SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE................................   12
     3.1   Security for Obligations.........................................................   12

     3.2   Continuing Liability Under Collateral............................................   12

SECTION 4.  REPRESENTATIONS AND WARRANTIES AND COVENANTS....................................   12
     4.1   Generally........................................................................   12

     4.2   Equipment and Inventory..........................................................   15

     4.3   Receivables......................................................................   16

     4.4   Investment Related Property; Investment Related Property Generally...............   18

     4.5   [intentionally omitted]..........................................................   22

     4.6   Letter of Credit Rights..........................................................   22

     4.7   Intellectual Property............................................................   22

     4.8   Commercial Tort Claims...........................................................   25

SECTION 5.  ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.........   25
     5.1   Right of Inspection; Access......................................................   25

     5.2   Further Assurances...............................................................   26

     5.3   Additional Grantors..............................................................   27

SECTION 6.  COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.....................................   27
     6.1   Power of Attorney................................................................   27

     6.2   No Duty on the Part of Collateral Agent or Secured Parties.......................   28

SECTION 7.  REMEDIES........................................................................   28
     7.1   Generally........................................................................   28
</TABLE>

                                   Exhibit I-2

<PAGE>

<TABLE>
<S>                                                                                           <C>
     7.2   Application of Proceeds..........................................................   29

     7.3   Sales on Credit..................................................................   30

     7.4   Deposit Accounts.................................................................   30

     7.5   Investment Related Property......................................................   30

     7.6   Intellectual Property............................................................   30

     7.7   Cash Proceeds....................................................................   32

SECTION 8.  COLLATERAL AGENT................................................................   32
SECTION 9.  CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.................................   33
SECTION 10. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM..................................   33
SECTION 11. MISCELLANEOUS...................................................................   33
</TABLE>

<TABLE>
<S>               <C>
Schedules:

Schedule 4.1      General Information
Schedule 4.2      Location of Equipment and Inventory
Schedule 4.4      Investment Related Property
Schedule 4.6      Description of Letters of Credit
Schedule 4.7      Intellectual Property
Schedule 4.8      Commercial Tort Claims

Exhibits:

Exhibit A         Pledge Supplement
Exhibit B         Uncertificated Securities Control Agreement
Exhibit C         Securities Account Control Agreement
Exhibit D         Deposit Account Control Agreement
</TABLE>

                                   EXHIBIT I-3

<PAGE>

                           This PLEDGE AND SECURITY AGREEMENT, dated as of
December 23, 2002 (as amended, restated, supplemented or otherwise modified from
time to time, this "AGREEMENT"), between EACH OF THE UNDERSIGNED, whether as an
original signatory hereto or as an Additional Grantor (as herein defined)
(each, a "GRANTOR"), and LASALLE BUSINESS CREDIT, INC., as collateral agent for
the Secured Parties (as herein defined) (in such capacity as collateral agent,
the "COLLATERAL AGENT").

                                    RECITALS:

                  WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
by and among SANMINA-SCI CORPORATION ("COMPANY"), certain Subsidiaries of
Company, as Guarantors, the lenders party thereto from time to time (the
"LENDERS"), GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger, Syndication
Agent and Administrative Agent, LASALLE BUSINESS CREDIT, INC., as Collateral
Agent and Documentation Agent;

                  WHEREAS, subject to the terms and conditions of the Credit
Agreement, certain Grantors may enter into one or more Hedge Agreements (as
herein defined) with one or more Lender Counterparties;

                  WHEREAS, Grantors are party to that certain Indenture, dated
as of the date hereof, among Company, as issuer, the guarantors named therein,
as initial guarantors, and State Street Bank and Trust Company of California,
N.A., as trustee;

                  WHEREAS, to secure the Noteholder Claims (as defined below),
Grantors are concurrently granting to the Notes Collateral Agent (as defined
below), for the benefit of the holders of the Noteholder Claims, a second
priority security interest in the Collateral (it being understood that the
relative rights and priorities of the grantees in respect of the Collateral are
governed by the Intercreditor Agreement referred to in the Credit Agreement);

                  WHEREAS, in consideration of the extensions of credit and
other accommodations of Lenders and Lender Counterparties as set forth in the
Credit Agreement and the Hedge Agreements, respectively, each Grantor has agreed
to secure such Grantor's obligations under the Credit Documents and the Hedge
Agreements as set forth herein; and

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, each Grantor and
Collateral Agent agree as follows:

SECTION 1.        DEFINITIONS; GRANT OF SECURITY.

         1.1      GENERAL DEFINITIONS. In this Agreement, the following terms
shall have the following meanings:

                  "ACCOUNT DEBTOR" shall mean each Person who is obligated on a
Receivable or any Supporting Obligation related thereto.

                  "ACCOUNTS" shall mean all "accounts" as defined in Article 9
of the UCC.

                  "AGREEMENT" shall have the meaning set forth in the preamble.

                  "ADDITIONAL GRANTORS" shall have the meaning assigned in
Section 5.3.

                                   Exhibit I-4

<PAGE>

                  "ASSIGNED AGREEMENTS" shall mean all agreements and contracts
to which such Grantor is a party as of the date hereof, or to which such Grantor
becomes a party after the date hereof, as each such agreement may be amended,
supplemented or otherwise modified from time to time.

                  "CASH PROCEEDS" shall have the meaning assigned in Section
7.7.

                  "CHATTEL PAPER" shall mean all "chattel paper" as defined in
Article 9 of the UCC, including, without limitation, "electronic chattel paper"
or "tangible chattel paper", as each term is defined in Article 9 of the UCC.

                  "COLLATERAL" shall have the meaning assigned in Section 2.1.

                  "COLLATERAL ACCOUNT" shall have the meaning assigned in
Section 4.3(b)(v).

                  "COLLATERAL AGENT" shall have the meaning set forth in the
preamble.

                  "COLLATERAL RECORDS" shall mean books, records, ledger cards,
files, correspondence, customer lists, blueprints, technical specifications,
manuals, computer software, computer printouts, tapes, disks and related data
processing software and similar items that at any time evidence or contain
information relating to any of the Collateral or are otherwise necessary or
helpful in the collection thereof or realization thereupon.

                  "COLLATERAL SUPPORT" shall mean all property (real or
personal) assigned, hypothecated or otherwise securing any Collateral and shall
include any security agreement or other agreement granting a lien or security
interest in such real or personal property.

                  "COMMERCIAL TORT CLAIMS" shall mean all "commercial tort
claims" as defined in Article 9 of the UCC, including, without limitation, all
commercial tort claims listed on Schedule 4.8 (as such schedule may be amended
or supplemented from time to time).

                  "COMMODITIES ACCOUNTS" (i) shall mean all "commodity accounts"
as defined in Article 9 of the UCC and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4(A) under the heading "Commodities
Accounts" (as such schedule may be amended or supplemented from time to time).

                  "CONTROLLED FOREIGN CORPORATION" shall mean "controlled
foreign corporation" as defined in the Tax Code.

                  "COPYRIGHT LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Copyrights (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(B) (as such schedule may be amended or
supplemented from time to time).

                  "COPYRIGHTS" shall mean all United States and foreign
copyrights, all mask works fixed in semi-conductor chip products (as defined
under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or
unregistered, now or hereafter in force throughout the world, all registrations
and applications therefor including, without limitation, the applications
referred to in Schedule 4.7(A) (as such schedule may be amended or supplemented
from time to time), all rights corresponding thereto throughout the world, all
extensions and renewals of any thereof, the right to sue for past, present and
future infringements of any of the foregoing, and all proceeds of the foregoing,
including, without limitation, licenses, royalties, income, payments, claims,
damages, and proceeds of suit.

                  "CREDIT AGREEMENT" shall have the meaning set forth in the
recitals.

                  "DOCUMENTS" shall mean all "documents" as defined in Article 9
of the UCC.

                                   EXHIBIT I-5

<PAGE>

                  "DEPOSIT ACCOUNTS" (i) shall mean all "deposit accounts" as
defined in Article 9 of the UCC and (ii) shall include, without limitation, all
of the accounts listed on Schedule 4.4(A) under the heading "Deposit Accounts"
(as such schedule may be amended or supplemented from time to time).

                  "EQUIPMENT" shall mean: (i) all "equipment" as defined in
Article 9 of the UCC, (ii) all machinery, manufacturing equipment, data
processing equipment, computers, office equipment, furnishings, furniture,
appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions
thereto, all parts thereof, whether or not at any time of determination
incorporated or installed therein or attached thereto, and all replacements
therefor, wherever located, now or hereafter existing, including any fixtures.

                  "GENERAL INTANGIBLES" (i) shall mean all "general intangibles"
as defined in Article 9 of the UCC, including "payment intangibles" also as
defined in Article 9 of the UCC and (ii) shall include, without limitation, all
interest rate or currency protection or hedging arrangements, all tax refunds,
all licenses, permits, concessions and authorizations, all Assigned Agreements
and all Intellectual Property (in each case, regardless of whether characterized
as general intangibles under the UCC).

                  "GOODS" (i) shall mean all "goods" as defined in Article 9 of
the UCC and (ii) shall include, without limitation, all Inventory and Equipment
(in each case, regardless of whether characterized as goods under the UCC).

                  "GRANTORS" shall have the meaning set forth in the preamble.

                  "HEDGE AGREEMENT" shall mean any (i) interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which
is for the purpose of hedging the interest rate exposure associated with
Grantors' operations or (ii) foreign exchange contract, currency swap agreement,
futures contract, option contract, synthetic cap or other similar agreement or
arrangement, each of which is for the purpose of hedging the foreign currency
risk associated with Grantors' operations.

                   "INDEMNITEE" shall mean Collateral Agent, and its and its
Affiliates' officers, partners, directors, trustees, employees, agents.

                  "INSTRUMENTS" shall mean all "instruments" as defined in
Article 9 of the UCC.

                  "INSURANCE" shall mean: (i) all insurance policies covering
any or all of the Collateral (regardless of whether Collateral Agent is the loss
payee thereof) and (ii) any key man life insurance policies.

                  "INTELLECTUAL PROPERTY" shall mean, collectively, the
Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the
Trademarks, the Trademark Licenses, the Trade Secrets, and the Trade Secret
Licenses.

                  "INVENTORY" shall mean: (i) all "inventory" as defined in
Article 9 of the UCC and (ii) all goods held for sale or lease or to be
furnished under contracts of service or so leased or furnished, all raw
materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or
production of such inventory or otherwise used or consumed in any Grantor's
business; all goods in which any Grantor has an interest in mass or a joint or
other interest or right of any kind; and all goods which are returned to or
repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether
characterized as inventory under the UCC).

                  "INVESTMENT ACCOUNTS" shall mean the Collateral Account,
Securities Accounts, Commodities Accounts and Deposit Accounts.

                                   EXHIBIT I-6

<PAGE>

                  "INVESTMENT RELATED PROPERTY" shall mean: (i) all "investment
property" (as such term is defined in Article 9 of the UCC) and (ii) all of the
following (regardless of whether classified as investment property under the
UCC): all Pledged Equity Interests, Pledged Debt, the Investment Accounts and
certificates of deposit.

                  "LENDER" shall have the meaning set forth in the recitals.

                  "LENDER COUNTERPARTY" shall mean each Lender or any Affiliate
of a Lender counterparty to a Hedge Agreement including, without limitation,
each such Affiliate that enters into a joinder agreement with Collateral Agent.

                  "LETTER OF CREDIT RIGHT" shall mean "letter-of-credit right"
as defined in Article 9 of the UCC.

                  "LIEN" shall mean (i) any lien, mortgage, pledge, assignment
for security, security interest, charge or encumbrance of any kind (including
any conditional sale or other title retention agreement and any lease in the
nature thereof) and any option, trust or other preferential arrangement having
the practical effect of any of the foregoing and (ii) in the case of Pledged
Equity Interests, any purchase option, call or similar right of a third party
with respect to such Pledged Equity Interests.

                  "MONEY" shall mean "money" as defined in the UCC.

                  "NON-ASSIGNABLE CONTRACT" shall mean any agreement, contract
or license to which any the Grantor is a party that by its terms purports to
restrict or prevent the assignment or granting of a security interest therein
(either by its terms or by any federal or state statutory prohibition or
otherwise irrespective of whether such prohibition or restriction is enforceable
under Section 9-406 through 409 of the UCC).

                  "NOTEHOLDER CLAIMS" shall have the meaning specified in the
Intercreditor Agreement.

                  "NOTES COLLATERAL AGENT" shall mean State Street Bank and
Trust Company of California, N.A., in its capacity as collateral agent for the
holders of the Noteholder Claims.

                  "PATENT LICENSES" shall mean all agreements providing for the
granting of any right in or to Patents (whether such Grantor is licensee or
licensor thereunder) including, without limitation, each agreement referred to
in Schedule 4.7(D) (as such schedule may be amended or supplemented from time to
time).

                  "PATENTS" shall mean all United States and foreign patents and
applications for letters patent throughout the world, including, but not limited
to each patent and patent application referred to in Schedule 4.7(C) (as such
schedule may be amended or supplemented from time to time), all reissues,
divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations of any of the foregoing, all rights corresponding thereto
throughout the world, and all proceeds of the foregoing including, without
limitation, licenses, royalties, income, payments, claims, damages, and proceeds
of suit and the right to sue for past, present and future infringements of any
of the foregoing.

                  "PAYMENT INTANGIBLE" shall have the meaning specified in
Article 9 of the UCC.

                  "PLEDGED DEBT" shall mean all Indebtedness owed to such
Grantor, including, without limitation, all Indebtedness described on Schedule
4.4(A) under the heading "Pledged Debt" (as such schedule may be amended or
supplemented from time to time), issued by the obligors named therein, the
instruments evidencing such Indebtedness, and all interest, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such
Indebtedness.

                                   EXHIBIT I-7

<PAGE>

                  "PLEDGED EQUITY INTERESTS" shall mean all Pledged Stock,
Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust
Interests.

                  "PLEDGED LLC INTERESTS" shall mean all interests in any
limited liability company including, without limitation, all limited liability
company interests listed on Schedule 4.4(A) under the heading "Pledged LLC
Interests" (as such schedule may be amended or supplemented from time to time)
and the certificates, if any, representing such limited liability company
interests and any interest of such Grantor on the books and records of such
limited liability company or on the books and records of any securities
intermediary pertaining to such interest and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such limited liability company
interests.

                  "PLEDGED PARTNERSHIP INTERESTS" shall mean all interests in
any general partnership, limited partnership, limited liability partnership or
other partnership including, without limitation, all partnership interests
listed on Schedule 4.4(A) under the heading "Pledged Partnership Interests" (as
such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such partnership interests and any interest
of such Grantor on the books and records of such partnership or on the books and
records of any securities intermediary pertaining to such interest and all
dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such
partnership interests.

                  "PLEDGED STOCK" shall mean all shares of capital stock owned
by such Grantor, including, without limitation, all shares of capital stock
described on Schedule 4.4(A) under the heading "Pledged Stock" (as such schedule
may be amended or supplemented from time to time), and the certificates, if any,
representing such shares and any interest of such Grantor in the entries on the
books of the issuer of such shares or on the books of any securities
intermediary pertaining to such shares, and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares.

                  "PLEDGED TRUST INTERESTS" shall mean all interests in a
Delaware business trust or other trust including, without limitation, all trust
interests listed on Schedule 4.4(A) under the heading "Pledged Trust Interests"
(as such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such trust interests and any interest of such
Grantor on the books and records of such trust or on the books and records of
any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such trust interests.

                  "PLEDGE SUPPLEMENT" shall mean any supplement to this
agreement in substantially the form of Exhibit A.

                  "PROCEEDS" shall mean: (i) all "proceeds" as defined in
Article 9 of the UCC, (ii) payments or distributions made with respect to any
Investment Related Property and (iii) whatever is receivable or received when
Collateral or proceeds are sold, exchanged, collected or otherwise disposed of,
whether such disposition is voluntary or involuntary.

                  "RECEIVABLES" shall mean all rights to payment, whether or not
earned by performance, for goods or other property sold, leased, licensed,
assigned or otherwise disposed of, or services rendered or to be rendered,
including, without limitation all such rights constituting or evidenced by any
Account, Chattel Paper, Instrument, General Intangible or Investment Related
Property, together with all of Grantor's rights, if any, in any goods or other
property giving rise to such right to payment and all Collateral Support and
Supporting Obligations related thereto and all Receivables Records.

                                   EXHIBIT I-8

<PAGE>

                  "RECEIVABLES RECORDS" shall mean (i) all original copies of
all documents, instruments or other writings or electronic records or other
Records evidencing the Receivables, (ii) all books, correspondence, credit or
other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including, without limitation, all tapes, cards,
computer tapes, computer discs, computer runs, record keeping systems and other
papers and documents relating to the Receivables, whether in the possession or
under the control of Grantor or any computer bureau or agent from time to time
acting for Grantor or otherwise, (iii) all evidences of the filing of financing
statements and the registration of other instruments in connection therewith,
and amendments, supplements or other modifications thereto, notices to other
creditors or secured parties, and certificates, acknowledgments, or other
writings, including, without limitation, lien search reports, from filing or
other registration officers, (iv) all credit information, reports and memoranda
relating thereto and (v) all other written or nonwritten forms of information
related in any way to the foregoing or any Receivable.

                  "RECORD" shall have the meaning specified in Article 9 of the
UCC.

                  "SECURED OBLIGATIONS" shall mean all obligations (whether or
not constituting future advances, obligatory or otherwise) of all Grantors from
time to time arising under or in respect of this Agreement, the Credit
Agreement, the Tranche B Term Loan Notes, the Guaranties, the other Credit
Documents and all Hedge Agreements entered into with any Lender Counterparty
(including the obligations to pay principal, interest and all other charges,
fees, expenses, commissions, reimbursements, premiums, indemnities and other
payments related to or in respect of the obligations contained in this
Agreement, the Credit Agreement, the Tranche B Term Loan Notes, the Guaranties,
the other Credit Documents and all Hedge Agreements entered into with any Lender
Counterparty), in each case whether (a) such obligations are direct or indirect,
secured or unsecured, joint or several, absolute or contingent, reduced to
judgment or not, liquidated or unliquidated, disputed or undisputed, legal or
equitable, due or to become due whether at stated maturity, by acceleration or
otherwise; (b) arising in the regular course of business or otherwise; (c) for
payment or performance; (d) discharged, stayed or otherwise affected by any
bankruptcy, insolvency, reorganization or similar proceeding with respect to any
Credit Party or any other person; or (e) now existing or hereafter arising
(including interest and other obligations arising or accruing after the
commencement of any bankruptcy, insolvency, reorganization or similar proceeding
with respect to any Credit Party or any other person, or that would have arisen
or accrued but for the commencement of such proceeding, even if such obligation
or the claim therefor is not enforceable or allowable in such proceeding).

                  "SECURED PARTIES" means the Lenders and the Lender
Counterparties and shall include, without limitation, all former Lenders and
Lender Counterparties to the extent that any Obligations owing to such Persons
were incurred while such Persons were Lenders or Lender Counterparties and such
Obligations have not been paid or satisfied in full.

                  "SECURITIES" shall mean any stock, shares, partnership
interests, voting trust certificates, certificates of interest or participation
in any profit-sharing agreement or arrangement, options, warrants, bonds,
debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as "securities" or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

                  "SECURITIES ACCOUNTS" (i) shall mean all "securities accounts"
as defined in Article 8 of the UCC and (ii) shall include, without limitation,
all of the accounts listed on Schedule 4.4(A) under the heading "Securities
Accounts" (as such schedule may be amended or supplemented from time to time).

                  "SUPPORTING OBLIGATION" shall mean all "supporting
obligations" as defined in Article 9 of the UCC.

                  "TAX CODE" shall mean the United States Internal Revenue Code
of 1986, as amended from time to time.

                                   EXHIBIT I-9

<PAGE>

                  "TRADEMARK LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Trademarks (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(F) (as such schedule may be amended or
supplemented from time to time).

                  "TRADEMARKS" shall mean all United States, state and foreign
trademarks, trade names, corporate names, company names, business names,
fictitious business names, internet domain names, trade styles, service marks,
certification marks, collective marks, logos, other source or business
identifiers, designs and general intangibles of a like nature, all registrations
and applications for any of the foregoing including, but not limited to the
registrations and applications referred to in Schedule 4.7(E) (as such schedule
may be amended or supplemented from time to time), all extensions or renewals of
any of the foregoing, all of the goodwill of the business connected with the use
of and symbolized by the foregoing, the right to sue for past, present and
future infringement or dilution of any of the foregoing or for any injury to
goodwill, and all proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.

                  "TRADE SECRET LICENSES" shall mean any and all agreements
providing for the granting of any right in or to Trade Secrets (whether such
Grantor is licensee or licensor thereunder) including, without limitation, each
agreement referred to in Schedule 4.7(G) (as such schedule may be amended or
supplemented from time to time).

                  "TRADE SECRETS" shall mean all trade secrets and all other
confidential or proprietary information and know-how now or hereafter owned or
used in, or contemplated at any time for use in, the business of such Grantor
(all of the foregoing being collectively called a "TRADE SECRET"), whether or
not such Trade Secret has been reduced to a writing or other tangible form,
including all documents and things embodying, incorporating, or referring in any
way to such Trade Secret, the right to sue for past, present and future
infringement of any Trade Secret, and all proceeds of the foregoing, including,
without limitation, licenses, royalties, income, payments, claims, damages, and
proceeds of suit.

                  "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the State of New York or, when the context implies, the Uniform
Commercial Code as in effect from time to time in any other applicable
jurisdiction.

                  "UNITED STATES" shall mean the United States of America.

         1.2      DEFINITIONS; INTERPRETATION. All capitalized terms used herein
(including the preamble and recitals hereto) and not otherwise defined herein
shall have the meanings ascribed thereto in the Credit Agreement or, if not
defined therein, in the UCC. References to "Sections," "Exhibits" and
"Schedules" shall be to Sections, Exhibits and Schedules, as the case may be, of
this Agreement unless otherwise specifically provided. Section headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect. Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference. The use herein of the word "include" or "including", when following
any general statement, term or matter, shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately
following such word or to similar items or matters, whether or not nonlimiting
language (such as "without limitation" or "but not limited to" or words of
similar import) is used with reference thereto, but rather shall be deemed to
refer to all other items or matters that fall within the broadest possible scope
of such general statement, term or matter. If any conflict or inconsistency
exists between this Agreement and the Credit Agreement, the Credit Agreement
shall govern. All references herein to provisions of the UCC shall include all
successor provisions under any subsequent version or amendment to any Article of
the UCC.

SECTION 2.        GRANT OF SECURITY.

         2.1      GRANT OF SECURITY. Each Grantor hereby grants to Collateral
Agent, for its benefit and for the benefit of the Secured Parties, a security
interest and continuing lien on all of such Grantor's right,

                                  EXHIBIT I-10

<PAGE>

title and interest in, to and under all personal property of such Grantor
including, but not limited to the following, in each case whether now owned or
existing or hereafter acquired or arising and wherever located (all of which
being hereinafter collectively referred to as the "COLLATERAL"):

                  (a)      Accounts;

                  (b)      Chattel Paper;

                  (c)      Documents;

                  (d)      General Intangibles;

                  (e)      Goods;

                  (f)      Instruments;

                  (g)      Insurance;

                  (h)      Intellectual Property;

                  (i)      Investment Related Property;

                  (j)      Letter of Credit Rights;

                  (k)      Money;

                  (l)      Receivables and Receivable Records;

                  (m)      Commercial Tort Claims;

                  (n)      to the extent not otherwise included above, all
Collateral Records, Collateral Support and Supporting Obligations relating to
any of the foregoing; and

                  (o)      to the extent not otherwise included above, all
Proceeds, products, accessions, rents and profits of or in respect of any of the
foregoing.

         2.2      CERTAIN LIMITED EXCLUSIONS. Notwithstanding anything herein to
the contrary, in no event shall the security interest granted under Section 2.1
hereof attach to (a) any Lease, license, contract, property rights or agreement
to which any Grantor is a party or any of its rights (including property rights
with respect to equipment) or interests thereunder if and for so long as the
grant of such security interest shall constitute or result in (i) the
abandonment, invalidation or unenforceability of any right, title or interest of
any Grantor therein or (ii) in a breach or termination pursuant to the terms of,
or a default under, any such Lease, license, contract property rights or
agreement (other than to the extent that any such term would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any
successor provision or provisions) of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of equity);
provided however that such security interest shall attach immediately at such
time as the condition causing such abandonment, invalidation or unenforceability
shall be remedied and to the extent severable, shall attach immediately to any
portion of such Lease, license, contract, property rights or agreement that does
not result in any of the consequences specified in (i) or (ii) above; or (b) in
any of the outstanding capital stock of a Controlled Foreign Corporation (i) in
excess of 65% of the voting power of all classes of capital stock of such
Controlled Foreign Corporation entitled to vote or (ii) to the extent the
Collateral Agent otherwise determines in its reasonable discretion after
consultation with the Company that any such pledge is not commercially feasible.

                                  EXHIBIT I-11

<PAGE>

         2.3      INTERCREDITOR AGREEMENT. Notwithstanding anything herein to
the contrary, the relative rights and remedies of Collateral Agent and the
Secured Parties shall be subject to and governed by the terms of the
Intercreditor Agreement at any time the Intercreditor Agreement is in effect. In
the event of any inconsistency between the terms hereof and the Intercreditor
Agreement, the Intercreditor Agreement shall control at any time the
Intercreditor Agreement is in effect.

SECTION 3.        SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

         3.1      SECURITY FOR OBLIGATIONS. This Agreement secures, and the
Collateral is collateral security for, the payment and performance in full when
due of all the Secured Obligations.

         3.2      CONTINUING LIABILITY UNDER COLLATERAL. Notwithstanding
anything herein to the contrary, (i) each Grantor shall remain liable for all
obligations under the Collateral and nothing contained herein is intended or
shall be a delegation of duties to Collateral Agent or any Secured Party, (ii)
each Grantor shall remain liable under each of the agreements included in the
Collateral, including, without limitation, any agreements relating to Pledged
Partnership Interests or Pledged LLC Interests, to perform all of the
obligations undertaken by it thereunder all in accordance with and pursuant to
the terms and provisions thereof and neither Collateral Agent nor any Secured
Party shall have any obligation or liability under any of such agreements by
reason of or arising out of this Agreement or any other document related thereto
nor shall Collateral Agent nor any Secured Party have any obligation to make any
inquiry as to the nature or sufficiency of any payment received by it or have
any obligation to take any action to collect or enforce any rights under any
agreement included in the Collateral, including, without limitation, any
agreements relating to Pledged Partnership Interests or Pledged LLC Interests,
and (iii) the exercise by Collateral Agent of any of its rights hereunder shall
not release any Grantor from any of its duties or obligations under the
contracts and agreements included in the Collateral.

SECTION 4.        REPRESENTATIONS AND WARRANTIES AND COVENANTS.

         4.1      GENERALLY.

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants that:

                           (i)     except as otherwise permitted by or qualified
         under the Credit Agreement, it owns the Collateral purported to be
         owned by it or otherwise has the rights it purports to have in each
         item of Collateral and, as to all Collateral, whether now existing or
         hereafter acquired, will continue to own or have such rights in each
         item of the Collateral, in each case free and clear of any and all
         Liens, rights or claims of all other Persons, including, without
         limitation, liens arising as a result of such Grantor becoming bound
         (as a result of merger or otherwise) as debtor under a security
         agreement entered into by another Person, other than Permitted Liens;

                           (ii)    it has indicated on Schedule 4.1(A) (as such
         schedule may be amended or supplemented from time to time): (w) the
         type of organization of such Grantor, (x) the jurisdiction of
         organization of such Grantor, (y) its organizational identification
         number and (z) the jurisdiction where the chief executive office or
         principal place of business is, and for the five-year period preceding
         the date hereof has been, located.

                           (iii)   the full legal name of such Grantor is as set
         forth on Schedule 4.1(A) (as such schedule may be amended or
         supplemented from time to time) and it has not done in the last five
         (5) years, and does not do, business under any other name (including
         any trade-name or fictitious business name) except for those names set
         forth on Schedule 4.1(B) (as such schedule may be amended or
         supplemented from time to time);

                                  EXHIBIT I-12

<PAGE>

                           (iv)    except as provided on Schedule 4.1(C), it has
         not changed its name, jurisdiction of organization, principal place of
         business, chief executive office or its corporate structure in any way
         within the past five (5) years;

                           (v)     it has not within the last five (5) years
         become bound (whether as a result of merger or otherwise) as debtor
         under a security agreement entered into by another Person, which has
         not heretofore been terminated other than the agreements identified on
         Schedule 4.1(D) hereof (as such schedule may be amended or supplemented
         from time to time);

                           (vi)    with respect to each agreement identified on
         Schedule 4.1(D), it has indicated on Schedule 4.1(A) and Schedule
         4.1(B) the information required pursuant to Section 4.1(a)(ii), (iii)
         and (iv) with respect to the debtor under each such agreement;

                           (vii)   upon (x) the filing of all UCC financing
         statements naming each Grantor as "debtor" and Collateral Agent as
         "secured party" and describing the Collateral in the filing offices set
         forth opposite such Grantor's name on Schedule 4.1(E) hereof (as such
         schedule may be amended or supplemented from time to time) and other
         filings delivered by each Grantor, and (y) execution of a control
         agreement in the form of Exhibit D hereto with respect to each Deposit
         Account, the security interests granted to Collateral Agent hereunder
         constitute valid and perfected first priority Liens (subject in the
         case of priority only to Permitted Liens and to the rights of the
         United States government (including any agency or department thereof)
         with respect to United States government Receivables) on that portion
         of the Collateral that can be perfected by such filing or execution of
         such control agreement;

                           (viii)  all actions and consents, including all
         filings, notices, registrations and recordings necessary or desirable
         for the exercise by Collateral Agent of the voting or other rights
         provided for in this Agreement or the exercise of remedies in respect
         of the Collateral have been made or obtained, except for those actions
         to be taken and consents to be obtained that are necessary or desirable
         at the time such rights or remedies are exercised;

                           (ix)    other than the financing statements filed in
         favor of Collateral Agent, no effective UCC financing statement,
         fixture filing or other instrument similar in effect under any
         applicable law covering all or any part of the Collateral is on file in
         any filing or recording office except for (x) financing statements for
         which proper termination statements have been delivered to Collateral
         Agent for filing and (y) financing statements filed in connection with
         Permitted Liens;

                           (x)     no authorization, approval or other action
         by, and no notice to or filing with, any Governmental Authority or
         regulatory body is required for either (x) the pledge or grant by any
         Grantor of the Liens purported to be created in favor of Collateral
         Agent hereunder or (y) the exercise by Collateral Agent of any rights
         or remedies in respect of any Collateral (whether specifically granted
         or created hereunder or created or provided for by applicable law),
         except, in each case, (A) for the filings contemplated by clause (vii)
         above, (B) as may be required, in connection with the disposition of
         any Investment Related Property, by laws generally affecting the
         offering and sale of Securities, (C) as may be required in connection
         with Pledged Equity Interests of Foreign Subsidiaries hereunder, to the
         extent identified in Schedule 4.1(F) hereof, and (D) such
         authorizations, approvals or other actions of or notices to or filings
         with Governmental Authorities or regulatory bodies obtained as of the
         date hereof or at the time such rights or remedies are exercised;

                           (xi)    all information supplied by any Grantor with
         respect to any of the Collateral (in each case taken as a whole with
         respect to any particular Collateral) is accurate and complete in all
         material respects;

                           (xii)   it does not own any "as extracted collateral"
         (as defined in the UCC);

                                  EXHIBIT I-13

<PAGE>

                           (xiii)  such Grantor has been duly organized as an
         entity of the type as set forth opposite such Grantor's name on
         Schedule 4.1(A) solely under the laws of the jurisdiction as set forth
         opposite such Grantor's name on Schedule 4.1(A) and remains duly
         existing as such. Such Grantor has not filed any certificates of
         domestication, transfer or continuance in any other jurisdiction.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees that:

                           (i)     except for the security interest created by
         this Agreement, it shall not create or suffer to exist any Lien upon or
         with respect to any of the Collateral, except Permitted Liens, and such
         Grantor shall defend the Collateral against all Persons at any time
         claiming any interest therein, except with respect to Permitted Liens;

                           (ii)    it shall not produce, use or permit any
         Collateral to be used unlawfully or in violation of any provision of
         this Agreement or in violation in any material respect of any
         applicable statute, regulation or ordinance or any policy of insurance
         covering the Collateral;

                           (iii)   it shall not change such Grantor's name,
         identity, corporate structure, principal place of business, chief
         executive office, type of organization or jurisdiction of organization
         or establish any trade names unless it shall have (A) notified
         Collateral Agent in writing, by executing and delivering to Collateral
         Agent a completed Pledge Supplement, substantially in the form of
         Exhibit A attached hereto, together with all applicable Supplements to
         Schedules thereto, at least thirty (30) days' prior to any such change
         or establishment, identifying such new proposed name, identity,
         corporate structure, principal place of business, chief executive
         office, type of organization, jurisdiction of organization or trade
         name and providing such other information in connection therewith as
         Collateral Agent may reasonably request and (B) taken all actions
         necessary or advisable to maintain the continuous validity, perfection
         and the same or better priority of Collateral Agent's security interest
         in the Collateral intended to be granted and agreed to hereby;

                           (iv)    upon such Grantor or any officer of such
         Grantor obtaining knowledge thereof, it shall promptly notify
         Collateral Agent in writing of any event that may have a Material
         Adverse Effect on the value of the Collateral or any material portion
         thereof, (except as otherwise permitted by the Credit Agreement) the
         ability of any Grantor or Collateral Agent to dispose of the Collateral
         or any material portion thereof, or the rights and remedies of
         Collateral Agent in relation thereto, including, without limitation,
         the levy of any legal process against the Collateral or any material
         portion thereof; and

                           (v)     except otherwise permitted by the Credit
         Documents, it shall not take or permit any action which could impair
         Collateral Agent's rights in the Collateral in any material respect.

                  (c)      Post-Closing Items. Company hereby covenants and
agrees that within 90 days (45 days in the case of clauses (b) and (c) below)
after the Closing Date, it shall deliver (or cause the applicable Grantor to
deliver) to the Collateral Agent to the extent not delivered prior thereto, (a)
such Pledge Supplements, certificates, stock powers, any other documents and/or
opinions of foreign counsel to the Company or its Subsidiaries addressed to the
Administrative Agent, the Collateral Agent and the Lenders (with respect to such
matters as set forth in Exhibit D-2 of the Credit Agreement, in form and
substance reasonably satisfactory to the Administrative Agent; provided that the
Collateral Agent shall be permitted to accept such variations and modifications
to such opinions as it shall determine to be reasonably necessary or
appropriate), relating to the pledge of 65% of capital stock of the Controlled
Foreign Corporations set forth on Schedule 4.4(A) hereto, except to the extent
the Collateral Agent determines in its reasonable discretion after consultation
with the Company that any such pledge is not commercially feasible; (b) a duly
executed Pledge Supplement with respect to all notes or other instruments
evidencing Intercompany Indebtedness required to be pledged pursuant to the
Credit Agreement and with

                                  EXHIBIT I-14

<PAGE>

respect to Pledged Debt required to be pledged hereunder, accompanied by such
notes or other instruments; and (c) duly executed control agreements
substantially in the form of Exhibit B, C or D hereto, as applicable (or such
other form as may be acceptable to the Collateral Agent), with respect to all
Investment Related Property or Investment Accounts required to be pledged
hereunder. All the representations and warranties made by the Grantors and all
covenants undertaken by the Grantors in this Agreement shall be qualified by
this Section 4.1(c).

         4.2      EQUIPMENT AND INVENTORY.

                  (a)      Representations and Warranties. Each Grantor
represents and warrants that:

                           (i)     all of the Equipment and Inventory included
         in the Collateral is kept only at the locations specified in Schedule
         4.2 (as such schedule may be amended or supplemented from time to
         time);

                           (ii)    any Goods now or hereafter produced by any
         Grantor included in the Collateral have been and will be produced in
         compliance in all material respects with the requirements of the Fair
         Labor Standards Act, as amended; and

                           (iii)   none of the Inventory or Equipment is in the
         possession of an issuer of a negotiable document (as defined in Section
         7-104 of the UCC) therefor or otherwise in the possession of a bailee
         or a warehouseman.

                  (b)      Covenants and Agreements. Each Grantor covenants and
agrees that:

                           (i)     it shall keep the Equipment, Inventory and
         any Documents evidencing any Equipment and Inventory in the locations
         specified on Schedule 4.2 (as such schedule may be amended or
         supplemented from time to time) unless it shall have taken all actions
         necessary or advisable to maintain the continuous validity, perfection
         and the same or better priority of Collateral Agent's security interest
         in the Collateral intended to be granted and agreed to hereby, or to
         enable Collateral Agent to exercise and enforce its rights and remedies
         hereunder, with respect to such Equipment and Inventory;

                           (ii)    it shall notify Collateral Agent in writing,
         by executing and delivering to Collateral Agent, no less often than
         quarterly at the time that a Compliance Certificate is required to be
         delivered pursuant to Section 5.1(c) of the Credit Agreement, a
         completed Pledge Supplement, substantially in the form of Exhibit A
         attached hereto, together with all applicable Supplements to Schedules
         thereto, in the event there has been any change in the locations
         specified on Schedule 4.2 with respect to such Equipment, Inventory and
         Documents, identifying such new locations and providing such other
         information in connection therewith as Collateral Agent may reasonably
         request;

                           (iii)   it shall keep correct and accurate records in
         all material respects of the Inventory as is customarily maintained
         under similar circumstances by Persons of established reputation
         engaged in similar business, and in any event sufficient to prepare
         financial statements in accordance with GAAP;

                           (iv)    it shall not deliver any Document evidencing
         any Equipment and Inventory to any Person other than the issuer of such
         Document to claim the Goods evidenced therefor or Collateral Agent
         (subject to the terms of the Intercreditor Agreement to the extent then
         in effect);

                           (v)     if any Equipment or Inventory is in
         possession or control of any third party, each Grantor shall join with
         Collateral Agent in notifying the third party of Collateral

                                  EXHIBIT I-15

<PAGE>

         Agent's security interest and obtaining an acknowledgment from the
         third party that it is holding the Equipment and Inventory for the
         benefit of Collateral Agent; and

                           (vi)    with respect to any item of Equipment which
         is covered by a certificate of title under a statute of any
         jurisdiction under the law of which indication of a security interest
         on such certificate is required as a condition of perfection thereof,
         upon the reasonable request of Collateral Agent, (A) provide
         information with respect to any such Equipment, (B) execute and file
         with the registrar of motor vehicles or other appropriate authority in
         such jurisdiction an application or other document requesting the
         notation or other indication of the security interest created hereunder
         on such certificate of title, and (C) deliver to Collateral Agent
         copies of all such applications or other documents filed during such
         calendar quarter and copies of all such certificates of title issued
         during such calendar quarter indicating the security interest created
         hereunder in the items of Equipment covered thereby.

         4.3      RECEIVABLES.

                  (a)      Representations and Warranties. Each Grantor
represents and warrants that:

                           (i)     each Receivable (A) is and will be the legal,
         valid andbinding obligation of the Account Debtor in respect thereof,
         representing an unsatisfied obligation of such Account Debtor, (B) is
         and will be enforceable in accordance with its terms except to the
         extent that the enforceability thereof may be limited by applicable
         bankruptcy, insolvency, moratorium, reorganization and other similar
         laws affecting creditors' rights generally and by equitable principles
         (regardless of whether enforcement is sought in equity or at law), and
         (C) is and will be in compliance in all material respects with all
         applicable laws, whether federal, state, local or foreign;

                           (ii)    none of the Account Debtors in respect of any
         Receivable in excess of $500,000 individually or $1,000,000 in the
         aggregate is the government of the United States, any agency or
         instrumentality thereof, any state or municipality or any foreign
         sovereign.

                           (iii)   no Receivable is evidenced by, or
         constitutes, an Instrument or Chattel Paper which has not been
         delivered to, or otherwise subjected to the control of, Collateral
         Agent to the extent required by, and in accordance with Section 4.3(c)
         (subject to the terms of the Intercreditor Agreement to the extent then
         in effect); and

                           (iv)    each Grantor has delivered to Collateral
         Agent a complete and correct copy of each standard form of document
         under which a Receivable may arise.

                  (b)      Covenants and Agreements: Each Grantor hereby
covenants and agrees that:

                           (i)     it shall keep and maintain at its own cost
         and expense satisfactory and complete records of the Receivables,
         including, but not limited to, the originals of all documentation with
         respect to all Receivables and records of all payments received and all
         credits granted on the Receivables, all merchandise returned and all
         other dealings therewith;

                           (ii)    upon Collateral Agent's reasonable request,
         it shall mark conspicuously, in form and manner reasonably satisfactory
         to Collateral Agent, all Chattel Paper, Instruments and other evidence
         of Receivables (other than any delivered to Collateral Agent (subject
         to the terms of the Intercreditor Agreement to the extent then in
         effect) as provided herein), as well as the Receivables Records with an
         appropriate reference to the fact that Collateral Agent has a security
         interest therein;

                           (iii)   it shall perform in all material respects all
         of its obligations with respect to the Receivables;

                                  EXHIBIT I-16

<PAGE>

                           (iv)    other than in the ordinary course of business
         consistent with past practices and while no Event of Default exists, it
         shall not amend, modify, terminate or waive any provision of any
         Receivable in any manner which could reasonably be expected to have a
         Material Adverse Effect on the value of such Receivable as Collateral.
         Other than in the ordinary course of business, and except as otherwise
         provided in subsection (v) below, after the occurrence and during the
         continuance of an Event of Default, such Grantor shall not (w) grant
         any extension or renewal of the time of payment of any Receivable, (x)
         compromise or settle any dispute, claim or legal proceeding with
         respect to any Receivable for less than the total unpaid balance
         thereof, (y) release, wholly or partially, any Person liable for the
         payment thereof, or (z) allow any credit or discount thereon;

                           (v)     except as otherwise provided in this
         subsection or as permitted by subsection (iv) above, each Grantor shall
         continue to collect all amounts due or to become due to such Grantor
         under the Receivables and any Supporting Obligation and diligently
         exercise each material right it may have under any Receivable, any
         Supporting Obligation or Collateral Support, in each case, at its own
         expense, and in connection with such collections and exercise, such
         Grantor shall take such action as such Grantor or Collateral Agent may
         deem necessary or advisable. Notwithstanding the foregoing, Collateral
         Agent shall have the right at any time during the existence of an Event
         of Default to notify, or require any Grantor to notify, any Account
         Debtor of Collateral Agent's security interest in the Receivables and
         any Supporting Obligation and, in addition, at any time following the
         occurrence and during the continuation of an Event of Default,
         Collateral Agent may: (A) direct the Account Debtors under any
         Receivables to make payment of all amounts due or to become due to such
         Grantor thereunder directly to Collateral Agent (subject to the terms
         of the Intercreditor Agreement, to the extent then in effect); (B)
         notify, or require any Grantor to notify, each Person maintaining a
         lockbox or similar arrangement to which Account Debtors under any
         Receivables have been directed to make payment to remit all amounts
         representing collections on checks and other payment items from time to
         time sent to or deposited in such lockbox or other arrangement directly
         to Collateral Agent (subject to the terms of the Intercreditor
         Agreement, to the extent then in effect); and (C) enforce, at the
         expense of such Grantor, collection of any such Receivables and to
         adjust, settle or compromise the amount or payment thereof, in the same
         manner and to the same extent as such Grantor might have done. If
         Collateral Agent notifies any Grantor that it has elected to collect
         the Receivables in accordance with the preceding sentence, any payments
         of Receivables received by such Grantor shall be forthwith (and in any
         event within two (2) Business Days) deposited by such Grantor in the
         exact form received, duly indorsed by such Grantor to Collateral Agent
         if required, in a collateral account (the "COLLATERAL ACCOUNT"), and
         until so turned over, all amounts and proceeds (including checks and
         other instruments) received by such Grantor in respect of the
         Receivables, any Supporting Obligation or Collateral Support shall be
         received in trust for the benefit of Collateral Agent hereunder and
         shall be segregated from other funds of such Grantor and such Grantor
         shall not adjust, settle or compromise the amount or payment of any
         Receivable, or release wholly or partly any Account Debtor or obligor
         thereof, or allow any credit or discount thereon; and

                           (vi)    it shall use its commercially reasonable
         efforts to keep in full force and effect any Supporting Obligation or
         Collateral Support relating to any Receivable.

                  (c)      Delivery and Control of Receivables. With respect to
any Receivables in excess of $1,000,000 individually or $2,500,000 in the
aggregate that is evidenced by, or constitutes, Chattel Paper or Instruments,
each Grantor shall cause each originally executed copy thereof to be delivered,
promptly upon the request of Collateral Agent, to Collateral Agent (or its agent
or designee) (subject to the terms of the Intercreditor Agreement to the extent
then in effect) appropriately indorsed to Collateral Agent or indorsed in blank:
(i) with respect to any such Receivables in existence on the date hereof, on or
prior to the date hereof, and (ii) with respect to any such Receivables
hereafter arising, within ten (10) days of such Grantor acquiring rights
therein. With respect to any Receivables in excess of $1,000,000 individually or
$2,500,000 in the aggregate which would constitute "electronic chattel paper"
under Article 9 of the UCC, each Grantor shall take all steps necessary to give
Collateral Agent control (subject to the terms of the Intercreditor Agreement to
the extent then in effect) over such Receivables (within the meaning of Section

                                  EXHIBIT I-17

<PAGE>

9-105 of the UCC): (i) with respect to any such Receivables in existence on the
date hereof, on or prior to the date hereof, and (ii) with respect to any such
Receivables hereafter arising, within ten (10) days of such Grantor acquiring
rights therein. Any Receivable not otherwise required to be delivered or
subjected to the control of Collateral Agent in accordance with this subsection
(c) shall be delivered or subjected to such control (subject to the terms of the
Intercreditor Agreement to the extent then in effect) upon request of Collateral
Agent.

         4.4      INVESTMENT RELATED PROPERTY; INVESTMENT RELATED PROPERTY
GENERALLY

                  (a)      Covenants and Agreements. Each Grantor hereby
covenants and agrees that:

                           (i)     in the event it acquires rights in any
         Investment Related Property after the date hereof, it shall deliver to
         Collateral Agent a completed Pledge Supplement, substantially in the
         form of Exhibit A attached hereto, together with all applicable
         Supplements to Schedules thereto, reflecting such new Investment
         Related Property and all other Investment Related Property.
         Notwithstanding the foregoing, it is understood and agreed that the
         security interest of Collateral Agent shall attach to all Investment
         Related Property immediately upon any Grantor's acquisition of rights
         therein and shall not be affected by the failure of any Grantor to
         deliver a supplement to Schedule 4.4 as required hereby;

                           (ii)    except as provided in the next sentence, in
         the event such Grantor receives any dividends, interest or
         distributions on any Investment Related Property, or any securities or
         other property upon the merger, consolidation, liquidation or
         dissolution of any issuer of any Investment Related Property, then (A)
         such dividends, interest or distributions and securities or other
         property shall be included in the definition of Collateral without
         further action and (B) such Grantor shall immediately take all steps,
         if any, necessary or advisable to ensure the validity, perfection,
         priority and, if applicable, control of Collateral Agent over such
         Investment Related Property (including, without limitation, delivery
         thereof to Collateral Agent pursuant to the terms of the Intercreditor
         Agreement to the extent then in effect) and pending any such action
         such Grantor shall be deemed to hold such dividends, interest,
         distributions, securities or other property in trust for the benefit of
         Collateral Agent and shall be segregated from all other property of
         such Grantor. Notwithstanding the foregoing, so long as no Event of
         Default shall have occurred and be continuing, Collateral Agent
         authorizes each Grantor to retain all ordinary cash dividends and
         distributions paid in the normal course of the business of the issuer
         and consistent with the past practice of the issuer, all scheduled
         payments of interest and all property received upon the liquidation or
         dissolution of a Subsidiary permitted by the Credit Documents; and

                           (iii)   each Grantor consents to the grant by each
         other Grantor of a Security Interest in all Investment Related Property
         to Collateral Agent.

                  (b)      Delivery and Control.

         Each Grantor agrees that with respect to any Investment Related
Property in which it currently has rights it shall comply with the provisions of
this Section 4.4(b) on or before the Closing Date and with respect to any
Investment Related Property hereafter acquired by such Grantor it shall comply
with the provisions of this Section 4.4(b) immediately upon acquiring rights
therein, in each case in form and substance satisfactory to Collateral Agent.
With respect to any Investment Related Property that is represented by a
certificate or that is an "instrument" (other than any Investment Related
Property credited to a Securities Account), and subject to the limitations set
forth in Section 2.2 hereof, it shall cause such certificate or instrument to be
delivered to Collateral Agent (in accordance with the terms of the Intercreditor
Agreement to the extent then in effect), indorsed in blank by an "effective
indorsement" (as defined in Section 8-107 of the UCC), regardless of whether
such certificate constitutes a "certificated security" for purposes of the UCC.
With respect to any Investment Related Property that is an "uncertificated
security" for purposes of the UCC (other than any "uncertificated securities"
credited to a Securities Account), and subject to the limitations set forth in
Section 2.2 hereof, it shall cause the issuer of such uncertificated security to
either (i) register Collateral Agent as the registered owner thereof on the

                                  EXHIBIT I-18

<PAGE>

books and records of the issuer or (ii) execute an agreement substantially in
the form of Exhibit B hereto, pursuant to which such issuer agrees to comply
with Collateral Agent's instructions with respect to such uncertificated
security without further consent by such Grantor (in each case subject to the
terms of the Intercreditor Agreement to the extent then in effect). In addition
to the foregoing, if any issuer of any Investment Related Property is located in
a jurisdiction outside the United States, each Grantor shall take such
additional actions, including, without limitation, causing the issuer to
register the pledge on its books and records or making such filings or
recordings, in each case as may be necessary or advisable, under the laws of
such issuer's jurisdiction to insure the validity, perfection and priority of
the security interest of Collateral Agent. Upon the occurrence and during the
continuance of an Event of Default, Collateral Agent shall have the right,
without notice to any Grantor, to transfer all or any portion of the Investment
Related Property to its name or the name of its nominee or agent. In addition,
Collateral Agent (subject to and in accordance with the terms of the
Intercreditor Agreement to the extent then in effect) shall have the right at
any time, without notice to any Grantor, to exchange any certificates or
instruments representing any Investment Related Property for certificates or
instruments of smaller or larger denominations.

                  (c)      Voting and Distributions.

                           (i)     So long as no Event of Default shall have
         occurred and be continuing:

         (A)      except as otherwise provided under the covenants and
                  agreements relating to Investment Related Property in this
                  Agreement or elsewhere herein or in the Credit Agreement, each
                  Grantor shall be entitled to exercise or refrain from
                  exercising any and all voting and other consensual rights
                  pertaining to the Investment Related Property or any part
                  thereof for any purpose not inconsistent with the terms of
                  this Agreement or the Credit Agreement; and

         (B)      Collateral Agent shall promptly execute and deliver (or cause
                  to be executed and delivered) to each Grantor all proxies, and
                  other instruments as such Grantor may from time to time
                  reasonably request for the purpose of enabling such Grantor to
                  exercise the voting and other consensual rights when and to
                  the extent which it is entitled to exercise pursuant to clause
                  (A) above;

                           (ii)    Upon the occurrence and during the
         continuation of an Event of Default, subject to the terms of the
         Intercreditor Agreement, to the extent then in effect:

         (A)      all rights of each Grantor to exercise or refrain from
                  exercising the voting and other consensual rights which it
                  would otherwise be entitled to exercise pursuant hereto shall
                  cease and all such rights shall thereupon become vested in
                  Collateral Agent who shall thereupon have the sole right to
                  exercise such voting and other consensual rights; and

         (B)      in order to permit Collateral Agent to exercise the voting and
                  other consensual rights which it may be entitled to exercise
                  pursuant hereto and to receive all dividends and other
                  distributions which it may be entitled to receive hereunder:
                  (1) each Grantor shall promptly execute and deliver (or cause
                  to be executed and delivered) to Collateral Agent all proxies,
                  dividend payment orders and other instruments as Collateral
                  Agent may from time to time reasonably request and (2) the
                  each Grantor acknowledges that Collateral Agent may utilize
                  the power of attorney set forth in Section 6.

                  4.4.1    PLEDGED EQUITY INTERESTS

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants that:

                           (i)     Schedule 4.4(A) (as such schedule may be
         amended or supplemented from time to time) sets forth under the
         headings "Pledged Stock, "Pledged LLC

                                  EXHIBIT I-19

<PAGE>

         Interests," "Pledged Partnership Interests" and "Pledged Trust
         Interests," respectively, all of the Pledged Stock, Pledged LLC
         Interests, Pledged Partnership Interests and Pledged Trust Interests
         owned by any Grantor and such Pledged Equity Interests constitute the
         percentage of issued and outstanding shares of stock, percentage of
         membership interests, percentage of partnership interests or percentage
         of beneficial interest of the respective issuers thereof indicated on
         such Schedule;

                           (ii)    except as set forth on Schedule 4.4(B), it
         has not acquired any equity interests of another entity or
         substantially all the assets of another entity within the past five (5)
         years;

                           (iii)   it is the record and beneficial owner of the
         Pledged Equity Interests pledged by such Grantor free of all Liens,
         rights or claims of other Persons other than Liens in favor of
         Collateral Agent pursuant to the terms of this Agreement and Liens in
         favor of the Notes Collateral Agent, and there are no outstanding
         warrants, options or other rights to purchase, or shareholder, voting
         trust or similar agreements outstanding with respect to, or property
         that is convertible into, or that requires the issuance or sale of, any
         Pledged Equity Interests;

                           (iv)    without limiting the generality of Section
         4.1(a)(v), except for the consents obtained in this Agreement, no
         consent of any Person (to the extent not obtained prior to the date
         hereof), including any other general or limited partner, any other
         member of a limited liability company, any other shareholder or any
         other trust beneficiary, is necessary or desirable in connection with
         the creation, perfection or first priority status of the security
         interest of Collateral Agent in any Pledged Equity Interests or the
         exercise by Collateral Agent of the voting or other rights provided for
         in this Agreement or the exercise of remedies in respect thereof; and

                           (v)     none of the Pledged LLC Interests nor Pledged
         Partnership Interests are or represent interests in issuers that are:
         (A) registered as investment companies, (B) are dealt in or traded on
         securities exchanges or markets or (C) have opted to be treated as
         securities under the uniform commercial code of any jurisdiction.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees that:

                           (i)     without the prior written consent of
         Collateral Agent, it shall not vote to enable or take any other action
         to: (A) other than as permitted under the Credit Agreement, amend or
         terminate any partnership agreement, limited liability company
         agreement, certificate of incorporation, by-laws or other
         organizational documents in any way that materially changes the rights
         of such Grantor with respect to any Investment Related Property or
         adversely affects the validity, perfection or priority of Collateral
         Agent's security interest, (B) other than as permitted under the Credit
         Agreement, permit any issuer of any Pledged Equity Interest to issue
         any additional stock, partnership interests, limited liability company
         interests or other equity interests of any nature or to issue
         securities convertible into or granting the right of purchase or
         exchange for any stock or other equity interest of any nature of such
         issuer, (C) other than as permitted under the Credit Agreement, permit
         any issuer of any Pledged Equity Interest to dispose of all or a
         material portion of their assets, (D) waive any default under or breach
         of any terms of organizational document relating to the issuer of any
         Pledged Equity Interest or the terms of any Pledged Debt, or (E) cause
         any issuer of any Pledged Partnership Interests or Pledged LLC
         Interests which are not securities (for purposes of the UCC) on the
         date hereof to elect or otherwise take any action to cause such Pledged
         Partnership Interests or Pledged LLC Interests to be treated as
         securities for purposes of the UCC; provided, however, notwithstanding
         the foregoing, if any issuer of any Pledged Partnership Interests or
         Pledged LLC Interests takes any such action in violation of the
         foregoing in this clause (E), such Grantor shall promptly notify
         Collateral Agent in writing of any such election or action and, in such
         event, shall take all steps necessary or advisable to establish
         Collateral Agent's "control" thereof (subject to the terms of the
         Intercreditor Agreement to the extent then in effect);

                                  EXHIBIT I-20

<PAGE>

                           (ii)    it shall comply in all material respects with
         all of its obligations under any partnership agreement or limited
         liability company agreement relating to Pledged Partnership Interests
         or Pledged LLC Interests and, except as otherwise provided in this
         Agreement, shall enforce all of its rights with respect to any
         Investment Related Property;

                           (iii)    each Grantor consents to the grant by each
         other Grantor of a security interest in all Investment Related Property
         to Collateral Agent and, without limiting the foregoing, consents to
         the transfer of any Pledged Partnership Interest and any Pledged LLC
         Interest to Collateral Agent or its nominee following an Event of
         Default and to the substitution of Collateral Agent or its nominee as a
         partner in any partnership or as a member in any limited liability
         company with all the rights and powers related thereto; and

                           (iv)     it shall notify Collateral Agent of any
         default under any Pledged Debt that has caused or could reasonably be
         expected to cause, either in any case or in the aggregate, a Material
         Adverse Effect.

                  4.4.2    PLEDGED DEBT

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants that Schedule 4.4(A) (as such schedule may be amended or
supplemented from time to time) sets forth under the heading "Pledged Debt" all
of the Pledged Debt owned by any Grantor and all of such Pledged Debt has been
duly authorized, authenticated or issued, and delivered and is the legal, valid
and binding obligation of the issuers thereof, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization and other similar laws affecting creditors' rights
generally and by equitable principles (regardless of whether enforcement is
sought in equity or at law) and is not in default and constitutes all of the
issued and outstanding intercompany Indebtedness.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees that it shall notify Collateral Agent of any default under
any Pledged Debt that has caused or could reasonably be expected to cause,
either in any individual case or in the aggregate, a Material Adverse Effect.

                  4.4.3    INVESTMENT ACCOUNTS

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants that:

                           (i)     Schedule 4.4 hereto (as such schedule may be
         amended or supplemented from time to time) sets forth under the
         headings "Securities Accounts" and "Commodities Accounts, "
         respectively, all of the Securities Accounts and Commodities Accounts
         in which each Grantor has an interest. Each Grantor is the sole
         entitlement holder of each such Securities Account and Commodities
         Account, and such Grantor has not consented to, and is not otherwise
         aware of, any Person (other than Collateral Agent pursuant hereto and
         the Notes Collateral Agent pursuant to the terms of the Intercreditor
         Agreement to the extent then in effect) having "control" (within the
         meanings of Sections 8-106 and 9-106 of the UCC) over, or any other
         interest in, any such Securities Account or Commodity Account or any
         securities or other property credited thereto;

                           (ii)    Schedule 4.4(A) hereto (as such schedule may
         be amended or supplemented from time to time) sets forth under the
         heading "Deposit Accounts" all of the Deposit Accounts in which each
         Grantor has an interest and each Grantor is the sole account holder of
         each such Deposit Account and such Grantor has not consented to, and is
         not otherwise aware of, any Person (other than Collateral Agent
         pursuant hereto) having either sole dominion and control (within the
         meaning of common law) or "control" (within the meaning of Section
         9-104 of the UCC) over, or any other interest in, any such Deposit
         Account or any money or other property deposited therein; and

                                  EXHIBIT I-21

<PAGE>

                           (iii)   each Grantor has taken all actions necessary
         or reasonably requested by Collateral Agent, including those specified
         in Section 4.4, to: (A) establish Collateral Agent's "control" (within
         the meanings of Sections 8-106 and 9-106 of the UCC) over any portion
         of the Investment Related Property constituting Certificated
         Securities, Uncertificated Securities, Securities Accounts, Securities
         Entitlements or Commodity Accounts (each as defined in the UCC); (B)
         establish Collateral Agent's "control" (within the meaning of Section
         9-104 of the UCC) over all Deposit Accounts; and (C) deliver all
         Instruments to Collateral Agent (pursuant to the terms of the
         Intercreditor Agreement to the extent then in effect).

                  (b)      Delivery and Control. With respect to any Investment
         Related Property consisting of Securities Accounts or Securities
         Entitlements, it shall cause the securities intermediary maintaining
         such Securities Account or Securities Entitlement to enter into an
         agreement substantially in the form of Exhibit C hereto (or such other
         form as may be reasonably acceptable to Collateral Agent) pursuant to
         which it shall, subject to the Intercreditor Agreement to the extent
         then in effect, agree to comply with Collateral Agent's "entitlement
         orders" without further consent by such Grantor. With respect to any
         Investment Related Property that is a "Deposit Account," it shall cause
         the depositary institution maintaining such account to enter into an
         agreement substantially in the form of Exhibit D hereto (or such other
         form as may be reasonably acceptable to Collateral Agent), pursuant to
         which Collateral Agent shall, subject to the Intercreditor Agreement to
         the extent then in effect, have both sole dominion and control over
         such Deposit Account (within the meaning of the common law) and
         "control" (within the meaning of Section 9-104 of the UCC) over such
         Deposit Account. Each Grantor shall have entered into such control
         agreement or agreements with respect to any Securities Accounts,
         Securities Entitlements or Deposit Accounts that exist on the Closing
         Date.

         4.5      [INTENTIONALLY OMITTED].

         4.6      LETTER OF CREDIT RIGHTS.

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants that (i) all material letters of credit to which such
Grantor has rights is listed on Schedule 4.6 hereto (as such schedule may be
amended or supplemented from time to time) and (ii) it has obtained the consent
of each issuer of any material letter of credit to the assignment of the
proceeds of the letter of credit to Collateral Agent.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees that with respect to any material letter of credit
hereafter arising it shall obtain the consent of the issuer thereof to the
assignment of the proceeds of the letter of credit to Collateral Agent and shall
deliver to Collateral Agent a completed Pledge Supplement%, substantially in the
form of Exhibit A attached hereto%, together with all applicable Supplements to
Schedules thereto.

         4.7      INTELLECTUAL PROPERTY.

                  (a)      Representations and Warranties. Except as disclosed
in Schedule 4.7(H), each Grantor hereby represents and warrants that:

                           (i)     Schedule 4.7 (as such schedule may be amended
         or supplemented from time to time) sets forth a true and complete list
         of (A) all United States, state and foreign registrations of and
         applications for Patents, Trademarks, and Copyrights owned by each
         Grantor and (B) all Patent Licenses, Trademark Licenses and Copyright
         Licenses material to the business of such Grantor;

                           (ii)    it is the sole and exclusive owner of the
         entire right, title, and interest in and to all Intellectual Property
         on Schedule 4.7(A), (C) and (E) (as each may be amended or supplemented
         from time to time), and owns or has the valid right to use, or could

                                  EXHIBIT I-22

<PAGE>

         obtain such rights upon terms that are not materially adverse, all
         other Intellectual Property used in or necessary to conduct its
         business, free and clear of all Liens, claims, encumbrances and
         licenses, except for Permitted Liens and the licenses set forth on
         Schedule 4.7(B), (D), (F) and (G) (as each may be amended or
         supplemented from time to time);

                           (iii)   all Intellectual Property material to the
         business of such Grantor is subsisting and has not been adjudged
         invalid or unenforceable, in whole or in part, and such Grantor has
         performed all acts and has paid all renewal, maintenance, and other
         fees and taxes required to maintain each and every registration and
         application of material Intellectual Property in full force and effect;

                           (iv)    all Intellectual Property material to the
         business of such Grantor is valid and enforceable; no holding,
         decision, or judgment has been rendered in any action or proceeding
         before any court or administrative authority challenging the validity
         of, such Grantor's right to register, or such Grantor's rights to own
         or use, any Intellectual Property and no such action or proceeding is
         pending or, to such Grantor's knowledge, threatened, that, individually
         or in the aggregate, could reasonably be expected to have a Material
         Adverse Effect;

                           (v)     all registrations and applications for
         Copyrights, Patents and Trademarks are standing in the name of the
         applicable Grantor, and none of the Trademarks, Patents, Copyrights or
         Trade Secret Collateral has been licensed by any Grantor to any
         affiliate or third party, except as disclosed in Schedule 4.7(B), (D),
         (F) or (G) (as each may be amended or supplemented from time to time);

                           (vi)    to such Grantor's knowledge, the conduct of
         such Grantor's business does not infringe upon any trademark, patent,
         copyright, trade secret or similar intellectual property right owned or
         controlled by a third party; and, to such Grantor's knowledge, no claim
         has been made that the use of any Intellectual Property owned or used
         by Grantor (or any of its respective licensees) violates the asserted
         rights of any third party that could reasonably be expected to have a
         Material Adverse Effect;

                           (vii)   to such Grantor's knowledge, no third party
         is infringing upon any Intellectual Property owned or used by such
         Grantor, or any of its respective licensees;

                           (viii)  no settlement or consents, covenants not to
         sue, nonassertion assurances, or releases have been entered into by
         Grantor or to which Grantor is bound that adversely affect such
         Grantor's rights to own or use any Intellectual Property material to
         the business of such Grantor; and

                           (ix)    such Grantor has not made a previous
         assignment, sale, transfer or agreement constituting a present or
         future assignment, sale, transfer or agreement of any Intellectual
         Property that has not been terminated or released. There is no
         effective financing statement or other document or instrument now
         executed, or on file or recorded in any public office, granting a
         security interest in or otherwise encumbering any part of the
         Intellectual Property, other than in favor of Collateral Agent and the
         Notes Collateral Agent.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees as follows:

                           (i)     it shall not do any act or omit to do any act
         whereby any of the Intellectual Property which is material to the
         business of Grantor may lapse, or become abandoned, dedicated to the
         public, or unenforceable, or which would adversely affect in any
         material respect the validity, grant, or enforceability of the security
         interest in favor of Collateral Agent granted therein;

                                  EXHIBIT I-23

<PAGE>

                           (ii)    it shall not, with respect to any Trademarks
         which are material to the business of any Grantor, cease the use of any
         of such Trademarks or fail to maintain the level of the quality of
         products sold and services rendered under any of such Trademark at a
         level at least substantially consistent with the quality of such
         products and services as of the date hereof, and each Grantor shall
         take all steps necessary to insure that licensees of such Trademarks
         use such consistent standards of quality, in each case except where
         such failure could not reasonably be expected to result in a Material
         Adverse Effect;

                           (iii)   it shall, within thirty (30) days of the
         creation or acquisition of any Copyrightable work which is material to
         the business of Grantor, apply to register the Copyright in the United
         States Copyright Office (except for such works with respect to which
         such Grantor has determined in the exercise of its commercially
         reasonable judgment that it shall not seek registration);

                           (iv)    it shall promptly notify Collateral Agent if
         it knows or has reason to know that any item of the Intellectual
         Property that is material to the business of any Grantor may become (A)
         abandoned or dedicated to the public or placed in the public domain,
         (B) invalid or unenforceable, or (C) subject to any adverse
         determination or development (including the institution of proceedings)
         in any action or proceeding in the United States Patent and Trademark
         Office, the United States Copyright Office, and state registry, any
         foreign counterpart of the foregoing, or any court;

                           (v)     it shall take all reasonable steps in the
         United States Patent and Trademark Office, the United States Copyright
         Office, any state registry or any foreign counterpart of the foregoing,
         to pursue any application and maintain any registration of each
         Trademark, Patent, and Copyright owned by any Grantor and material to
         its business which is now or shall become included in the Intellectual
         Property (except for such works with respect to which such Grantor has
         determined in the exercise of its commercially reasonable judgment that
         it shall not seek registration) including, but not limited to, those
         items on Schedule 4.7(A), (C) and (E) (as each may be amended or
         supplemented from time to time), except where such failure to take such
         action could not reasonably be expected to result in a Material Adverse
         Effect;

                           (vi)    in the event that any Intellectual Property
         material to the business of such Grantor owned by or exclusively
         licensed to such Grantor is infringed, misappropriated, or diluted by a
         third party, such Grantor shall promptly take all reasonable actions as
         it determines are appropriate in the exercise of its commercially
         reasonable judgment, to stop such infringement, misappropriation, or
         dilution and protect its exclusive rights in such Intellectual Property
         including, but not limited to, the initiation of a suit for injunctive
         relief and to recover damages, except where failure to take such action
         could not reasonably be expected to result in a Material Adverse
         Effect;

                           (vii)   it shall promptly report to Collateral Agent
         (A) the filing of any application to register any Intellectual Property
         with the United States Patent and Trademark Office, the United States
         Copyright Office, or any state registry or foreign counterpart of the
         foregoing (whether such application is filed by such Grantor or through
         any agent, employee, licensee, or designee thereof) and (B) the
         registration of any Intellectual Property by any such office, in each
         case by executing and delivering to Collateral Agent a completed Pledge
         Supplement, substantially in the form of Exhibit A attached hereto,
         together with all applicable Supplements to Schedules thereto;

                           (viii)  it shall, promptly upon the reasonable
         request of Collateral Agent, execute and deliver to Collateral Agent
         any document required to acknowledge, confirm, register, record, or
         perfect Collateral Agent's interest in any part of the Intellectual
         Property, whether now owned or hereafter acquired;

                                  EXHIBIT I-24

<PAGE>

                           (ix)    except with the prior consent of Collateral
         Agent or as permitted under the Credit Agreement, (A) each Grantor
         shall not execute, and there will not be on file in any public office,
         any financing statement or other document or instruments, except
         financing statements or other documents or instruments filed or to be
         filed in favor of Collateral Agent and (B) each Grantor shall not sell,
         assign, transfer, license, grant any option, or create or suffer to
         exist any Lien upon or with respect to the Intellectual Property,
         except for the Lien created by and under this Security Agreement, the
         other Credit Documents and the Senior Secured Note Documents;

                           (x)     it shall hereafter use commercially
         reasonable efforts so as not to permit the inclusion in any contract to
         which it hereafter becomes a party of any provision that could in any
         way materially impair or prevent the creation of a security interest
         in, or the assignment of, such Grantor's rights and interests in any
         property included within the definitions of any Intellectual Property
         acquired under such contracts;

                           (xi)    it shall take all steps reasonably necessary
         to protect the secrecy of all material Trade Secrets;

                           (xii)   it shall use proper statutory notice in
         connection with its use of any of the Intellectual Property; and

                           (xiii)  it shall continue to collect, at its own
         expense, all amounts due or to become due to such Grantor in respect of
         the Intellectual Property or any portion thereof. In connection with
         such collections, each Grantor may take (and, at Collateral Agent's
         reasonable direction, shall take) such action as such Grantor or
         Collateral Agent may deem reasonably necessary or advisable to enforce
         collection of such amounts. Notwithstanding the foregoing, Collateral
         Agent shall have the right at any time, to notify, or require any
         Grantor to notify, any obligors with respect to any such amounts of the
         existence of the security interest created hereby.

         4.8      COMMERCIAL TORT CLAIMS

                  (a)      Representations and Warranties. Each Grantor hereby
represents and warrants that Schedule 4.8 (as such schedule may be amended or
supplemented from time to time) sets forth all Commercial Tort Claims of each
Grantor in excess of $1,000,000 individually or $2,500,000 in the aggregate.

                  (b)      Covenants and Agreements. Each Grantor hereby
covenants and agrees that with respect to any Commercial Tort Claim in excess of
$1,000,000 individually or $2,500,000 in the aggregate hereafter arising it
shall deliver to Collateral Agent a completed Pledge Supplement, substantially
in the form of Exhibit A attached hereto, together with all applicable
Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

SECTION 5.        ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES;
                  ADDITIONAL GRANTORS.

         5.1      RIGHT OF INSPECTION; ACCESS.

                  (a)      So long as such Person is subject to a nondisclosure
or confidentiality agreement consistent with the terms of the Credit Agreement,
Collateral Agent shall at all times, upon reasonable prior written notice
(except while an Event of Default exists, at which point no notice shall be
required), have full and free access during normal business hours to all the
books, correspondence and records of each Grantor, and Collateral Agent and its
representatives may examine the same, take extracts therefrom and make
photocopies thereof, and each Grantor agrees to render to Collateral Agent, at
such Grantor's cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. Upon reasonable prior written notice
(except while an Event of Default exists, at which point no notice shall be

                                  EXHIBIT I-25

<PAGE>

required), Collateral Agent and its representatives shall at all times also have
the right to enter any premises of each Grantor and inspect any property of each
Grantor where any of the Collateral of such Grantor granted pursuant to this
Agreement is located for the purpose of inspecting the same, observing its use
or otherwise protecting its interests therein.

                  (b)      Notwithstanding Section 5.1(a), while no Event of
Default exists, no Grantor will be required to disclose, permit the inspection,
examination or making of extracts, or discussion of, any document, information
or other matter that (i) constitutes non-financial trade secrets or
non-financial proprietary information, (ii) in respect of which disclosure to
Collateral Agent (or its designated representative) is then prohibited by Law or
any agreement binding on such Grantor or any of its Subsidiaries (iii) is
subject to attorney-client or similar privilege or constitutes attorney work
product.

         5.2      FURTHER ASSURANCES.

                  (a)      Each Grantor agrees that from time to time, at the
expense of such Grantor, that it shall promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that Collateral Agent may reasonably request, in order to create
and/or maintain the validity, perfection or priority of and protect any security
interest granted or purported to be granted hereby or to enable Collateral Agent
to exercise and enforce its rights and remedies hereunder with respect to any
Collateral. Without limiting the generality of the foregoing, each Grantor
shall:

                           (i)     file such financing or continuation
         statements, or amendments thereto, and execute and deliver such other
         agreements, instruments, endorsements, powers of attorney or notices,
         as may be necessary or desirable, or as Collateral Agent may reasonably
         request, in order to perfect and preserve the security interests
         granted or purported to be granted hereby;

                           (ii)    take all actions necessary to ensure the
         recordation of appropriate evidence of the liens and security interest
         granted hereunder in the Intellectual Property with any intellectual
         property registry in which said Intellectual Property is registered or
         in which an application for registration is pending including, without
         limitation, the United States Patent and Trademark Office, the United
         States Copyright Office, the various Secretaries of State, and the
         foreign counterparts on any of the foregoing;

                           (iii)   at any reasonable time, upon request by
         Collateral Agent, assemble the Collateral and allow inspection of the
         Collateral by Collateral Agent, or persons designated by Collateral
         Agent; and

                           (iv)    at Collateral Agent's request, appear in and
         defend any action or proceeding that may affect such Grantor's title to
         or Collateral Agent's security interest in all or any part of the
         Collateral.

                  (b)      Each Grantor hereby authorizes Collateral Agent to
file a Record or Records, including, without limitation, financing or
continuation statements, and amendments thereto, in any jurisdictions and with
any filing offices as Collateral Agent may determine, in its sole discretion,
are necessary or advisable to perfect the security interest granted to
Collateral Agent herein. Such financing statements may describe the Collateral
in the same manner as described herein or may contain an indication or
description of collateral that describes such property in any other manner as
Collateral Agent may determine, in its sole discretion, is necessary, advisable
or prudent to ensure the perfection of the security interest in the Collateral
granted to Collateral Agent herein, including, without limitation, describing
such property as "all assets" or "all personal property, whether now owned or
hereafter acquired." Each Grantor shall furnish to Collateral Agent from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as Collateral Agent may
reasonably request, all in reasonable detail.

                                  EXHIBIT I-26

<PAGE>

                  (c)      Each Grantor hereby authorizes Collateral Agent to
modify this Agreement after obtaining such Grantor's approval of or signature to
such modification by amending Schedule 4.7 (as such schedule may be amended or
supplemented from time to time) to include reference to any right, title or
interest in any existing Intellectual Property or any Intellectual Property
acquired or developed by any Grantor after the execution hereof or to delete any
reference to any right, title or interest in any Intellectual Property in which
any Grantor no longer has or claims any right, title or interest.

         5.3      ADDITIONAL GRANTORS. From time to time subsequent to the date
hereof, additional Persons may become parties hereto as additional Grantors
(each, an "ADDITIONAL GRANTOR"), by executing a Counterpart Agreement (as
defined in the Credit Agreement). Upon delivery of any such Counterpart
Agreement to Collateral Agent, notice of which is hereby waived by Grantors,
each Additional Grantor shall be a Grantor and shall be as fully a party hereto
as if Additional Grantor were an original signatory hereto. Each Grantor
expressly agrees that its obligations arising hereunder shall not be affected or
diminished by the addition or release of any other Grantor hereunder, nor by any
election of Collateral Agent not to cause any Subsidiary of Company to become an
Additional Grantor hereunder. This Agreement shall be fully effective as to any
Grantor that is or becomes a party hereto regardless of whether any other Person
becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 6.        COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

         6.1      POWER OF ATTORNEY. To the extent permitted by applicable law,
each Grantor hereby irrevocably appoints Collateral Agent (such appointment
being coupled with an interest) as such Grantor's attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such
Grantor, Collateral Agent or otherwise, from time to time in Collateral Agent's
discretion to take any action and to execute any instrument that Collateral
Agent may deem reasonably necessary or advisable to accomplish the purposes of
this Agreement (subject to the Intercreditor Agreement to the extent then in
effect), including, without limitation, the following (which if so specified,
Collateral Agent shall be entitled to exercise only during the existence of an
Event of Default):

                  (a)      upon the occurrence and during the continuance of any
Event of Default, to obtain and adjust insurance required to be maintained by
such Grantor or paid to Collateral Agent pursuant to the Credit Agreement;

                  (b)      upon the occurrence and during the continuance of any
Event of Default, to ask for, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;

                  (c)      upon the occurrence and during the continuance of any
Event of Default, to receive, endorse and collect any drafts or other
instruments, documents and chattel paper in connection with clause (b) above;

                  (d)      upon the occurrence and during the continuance of any
Event of Default, to file any claims or take any action or institute any
proceedings that Collateral Agent may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of
Collateral Agent with respect to any of the Collateral;

                  (e)      to prepare and file any UCC financing statements
against such Grantor as debtor;

                  (f)      to prepare, sign, and file for recordation in any
intellectual property registry, appropriate evidence of the lien and security
interest granted herein in the Intellectual Property in the name of such
Grantor;

                  (g)      to take or cause to be taken all actions necessary to
perform or comply or cause performance or compliance with the terms of this
Agreement, including, without limitation, access to pay

                                  EXHIBIT I-27

<PAGE>

or discharge taxes or Liens (other than Permitted Liens) levied or placed upon
or threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by Collateral Agent in
its sole discretion, any such payments made by Collateral Agent to become
obligations of such Grantor to Collateral Agent, due and payable immediately
without demand; and

                  (h)      (i) upon the occurrence and during the continuance of
an Event of Default, generally to sell, transfer, pledge, make any agreement
with respect to or otherwise deal with any of the Collateral as fully and
completely as though Collateral Agent were the absolute owner thereof for all
purposes, and (ii) to do, at Collateral Agent's option and such Grantor's
expense, at any time or from time to time, all acts and things that Collateral
Agent deems reasonably necessary to protect, preserve or realize upon the
Collateral and Collateral Agent's security interest therein in order to effect
the intent of this Agreement, all as fully and effectively as such Grantor might
do.

         6.2      NO DUTY ON THE PART OF COLLATERAL AGENT OR SECURED PARTIES.
The powers conferred on Collateral Agent hereunder are solely to protect the
interests of the Secured Parties in the Collateral and shall not impose any duty
upon Collateral Agent or any Secured Party to exercise any such powers.
Collateral Agent and the Secured Parties shall be accountable only for amounts
that they actually receive as a result of the exercise of such powers, and
neither they nor any of their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence or willful misconduct.

SECTION 7.        REMEDIES.

         7.1      GENERALLY.

                  (a)      If any Event of Default shall have occurred and be
continuing, Collateral Agent may exercise in respect of the Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it at law or in equity, all the rights and remedies of Collateral
Agent on default under the UCC (whether or not the UCC applies to the affected
Collateral) to collect, enforce or satisfy any Secured Obligations then owing,
whether by acceleration or otherwise, and also, to the extent permitted by
applicable law, may pursue any of the following separately, successively or
simultaneously:

                           (i)     require any Grantor to, and each Grantor
         hereby agrees that it shall at its expense and promptly upon request of
         Collateral Agent forthwith, assemble all or part of the Collateral as
         directed by Collateral Agent and make it available to Collateral Agent
         at a place to be designated by Collateral Agent that is reasonably
         convenient to both parties;

                           (ii)    enter onto the property where any Collateral
         is located and take possession thereof with or without judicial
         process;

                           (iii)   prior to the disposition of the Collateral,
         store, process, repair or recondition the Collateral or otherwise
         prepare the Collateral for disposition in any manner to the extent
         Collateral Agent deems appropriate; and

                           (iv)    without notice except as specified below or
         under the UCC, sell, assign, lease, license (on an exclusive or
         nonexclusive basis) or otherwise dispose of the Collateral or any part
         thereof in one or more parcels at public or private sale, at any of
         Collateral Agent's offices or elsewhere, for cash, on credit or for
         future delivery, at such time or times and at such price or prices and
         upon such other terms as Collateral Agent may deem commercially
         reasonable.

                  (b)      Collateral Agent or any Secured Party may be the
purchaser of any or all of the Collateral at any public or private (to the
extent to portion of the Collateral being privately sold is of a kind that is
customarily sold on a recognized market or the subject of widely distributed
standard price quotations) sale in accordance with the UCC and Collateral Agent,
as collateral agent for and representative of the Secured Parties, shall be
entitled, for the purpose of bidding and making settlement or payment of the

                                  EXHIBIT I-28

<PAGE>

purchase price for all or any portion of the Collateral sold at any such sale
made in accordance with the UCC, to use and apply any of the Secured Obligations
as a credit on account of the purchase price for any Collateral payable by
Collateral Agent at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any
Grantor, and each Grantor hereby waives (to the extent permitted by applicable
law) all rights of redemption, stay and/or appraisal which it now has or may at
any time in the future have under any rule of law or statute now existing or
hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall
be required by law, at least ten (10) days notice to such Grantor of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. Collateral Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having
been given. Collateral Agent may adjourn any public or private sale from time to
time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so
adjourned. Each Grantor agrees that it would not be commercially unreasonable
for Collateral Agent to dispose of the Collateral or any portion thereof by
using Internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capability of doing so,
or that match buyers and sellers of assets. Each Grantor hereby waives any
claims against Collateral Agent arising by reason of the fact that the price at
which any Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale, even if Collateral Agent
accepts the first offer received and does not offer such Collateral to more than
one offeree. If the proceeds of any sale or other disposition of the Collateral
are insufficient to pay all the Secured Obligations, Grantors shall be liable
for the deficiency and the reasonable fees of any attorneys employed by
Collateral Agent to collect such deficiency. Each Grantor further agrees that a
breach of any of the covenants contained in this Section will cause irreparable
injury to Collateral Agent, that Collateral Agent has no adequate remedy at law
in respect of such breach and, as a consequence, that each and every covenant
contained in this Section shall be specifically enforceable against such
Grantor, and such Grantor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no default has occurred giving rise to the Secured Obligations
becoming due and payable prior to their stated maturities. Nothing in this
Section shall in any way alter the rights of Collateral Agent hereunder.

                  (c)      Collateral Agent may sell the Collateral without
giving any warranties as to the Collateral. Collateral Agent may specifically
disclaim or modify any warranties of title or the like. This procedure will not
be considered to adversely effect the commercial reasonableness of any sale of
the Collateral.

                  (d)      If Collateral Agent sells any of the Collateral on
credit, the Secured Obligations will be credited only with payments actually
made by the purchaser and received by Collateral Agent and applied to the
indebtedness of the purchaser. In the event the purchaser fails to pay for the
Collateral, Collateral Agent may resell the Collateral.

                  (e)      Collateral Agent shall have no obligation to marshal
any of the Collateral.

         7.2      APPLICATION OF PROCEEDS. Except as expressly provided
elsewhere in this Agreement, to the extent permitted by applicable law, all
proceeds received by Collateral Agent in respect of any sale, any collection
from, or other realization upon all or any part of the Collateral shall be
applied in full or in part by Collateral Agent against, the Secured Obligations
(subject to the terms of the Intercreditor Agreement, to the extent then in
effect), in the following order of priority: first, to the payment of all costs
and expenses of such sale, collection or other realization, including reasonable
compensation to Collateral Agent and its agents and counsel, and all other
expenses, liabilities and advances made or incurred by Collateral Agent in
connection therewith, and all amounts for which Collateral Agent is entitled to
indemnification hereunder (in its capacity as Collateral Agent and not as a
Lender) and all advances made by Collateral Agent hereunder for the account of
the applicable Grantor, and to the payment of all costs and expenses paid or
incurred by Collateral Agent in connection with the exercise of any right or
remedy hereunder or under the Credit Agreement, all in accordance with the terms
hereof or thereof; second, to the extent of any excess of such proceeds, to the
payment of all other Secured Obligations for the ratable benefit of the Lenders
and the Lender Counterparties; and third, to the extent of any excess of such

                                  EXHIBIT I-29

<PAGE>

proceeds, to the payment to or upon the order of such Grantor or to whosoever
may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.

         7.3      SALES ON CREDIT. If Collateral Agent sells any of the
Collateral upon credit, Grantor will be credited only with payments actually
made by purchaser and received by Collateral Agent and applied to indebtedness
of the Purchaser. In the event the purchaser fails to pay for the Collateral,
Collateral Agent may resell the Collateral and Grantor shall be credited with
proceeds of the sale.

         7.4      DEPOSIT ACCOUNTS.

         If any Event of Default shall have occurred and be continuing,
Collateral Agent may apply, to the extent permitted by applicable law, the
balance from any Deposit Account or instruct the bank at which any Deposit
Account is maintained to pay the balance of any Deposit Account to or for the
benefit of Collateral Agent.

         7.5      INVESTMENT RELATED PROPERTY.

         Each Grantor recognizes that, by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws, Collateral
Agent may be compelled, with respect to any sale of all or any part of the
Investment Related Property conducted without prior registration or
qualification of such Investment Related Property under the Securities Act
and/or such state securities laws, to limit purchasers to those who will agree,
among other things, to acquire the Investment Related Property for their own
account, for investment and not with a view to the distribution or resale
thereof. Each Grantor acknowledges that any such private sale may be at prices
and on terms less favorable than those obtainable through a public sale without
such restrictions (including a public offering made pursuant to a registration
statement under the Securities Act) and, notwithstanding such circumstances,
each Grantor agrees that any such private sale shall be deemed to have been made
in a commercially reasonable manner and that Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Investment Related Property for the period of time necessary to permit the
issuer thereof to register it for a form of public sale requiring registration
under the Securities Act or under applicable state securities laws, even if such
issuer would, or should, agree to so register it. If Collateral Agent determines
to exercise its right to sell any or all of the Investment Related Property,
upon written request, each Grantor shall and shall cause each issuer of any
Pledged Stock to be sold hereunder, each partnership and each limited liability
company interests in which have been pledged hereunder from time to time to
furnish to Collateral Agent all such information as Collateral Agent may request
in order to determine the number and nature of interest, shares or other
instruments included in the Investment Related Property which may be sold by
Collateral Agent in exempt transactions under the Securities Act and the rules
and regulations of the Securities and Exchange Commission thereunder, as the
same are from time to time in effect.

         7.6      INTELLECTUAL PROPERTY.

                  (a)      Anything contained herein to the contrary
notwithstanding, to the extent permitted by applicable law, upon the occurrence
and during the continuation of an Event of Default and subject to the
Intercreditor Agreement to the extent then in effect:

                           (i)     Collateral Agent shall have the right (but
         not the obligation) to bring suit or otherwise commence any action or
         proceeding in the name of any Grantor, Collateral Agent or otherwise,
         in Collateral Agent's sole discretion, to enforce any Intellectual
         Property, in which event such Grantor shall, at the request of
         Collateral Agent, do any and all lawful acts and execute any and all
         documents reasonably required by Collateral Agent in aid of such
         enforcement and such Grantor shall promptly, upon demand, reimburse and
         indemnify Collateral Agent as provided in Section 10 hereof in
         connection with the exercise of its rights under this Section, and, to
         the extent that Collateral Agent shall elect not to bring suit to
         enforce any Intellectual Property as provided in this Section, each
         Grantor agrees to use all reasonable measures, whether by action, suit,
         proceeding or otherwise, to prevent the infringement of any of the
         Intellectual Property by

                                  EXHIBIT I-30

<PAGE>

         others and for that purpose agrees to diligently maintain any action,
         suit or proceeding against any Person so infringing as shall be
         necessary to prevent such infringement;

                           (ii)    upon written demand from Collateral Agent,
         each Grantor shall grant, assign, convey or otherwise transfer to
         Collateral Agent an absolute assignment of all of such Grantor's right,
         title and interest in and to the Intellectual Property and shall
         execute and deliver to Collateral Agent such documents as are
         reasonably necessary or appropriate to carry out the intent and
         purposes of this Agreement;

                           (iii)   each Grantor agrees that such an assignment
         and/or recording shall be applied to reduce the Secured Obligations
         outstanding only to the extent that Collateral Agent (or any Secured
         Party) receives cash proceeds in respect of the sale of, or other
         realization upon, the Intellectual Property;

                           (iv)    within five (5) Business Days after written
         notice from Collateral Agent, each Grantor shall make available to
         Collateral Agent, to the extent within such Grantor's power and
         authority, such personnel then in such Grantor's employ as Collateral
         Agent may reasonably designate, by name, title or job responsibility,
         to permit such Grantor to continue, directly or indirectly, to produce,
         advertise and sell the products and services sold or delivered by such
         Grantor under or in connection with the Trademarks, Trademark Licenses,
         such persons to be available to perform their prior functions on
         Collateral Agent's behalf and to be compensated by Collateral Agent at
         such Grantor's expense on a per diem, pro-rata basis consistent with
         the salary and benefit structure applicable to each as of the date of
         such Event of Default; and

                           (v)     Collateral Agent shall have the right to
         notify, or require each Grantor to notify, any obligors with respect to
         amounts due or to become due to such Grantor in respect of the
         Intellectual Property, of the existence of the security interest
         created herein, to direct such obligors to make payment of all such
         amounts directly to Collateral Agent, and, upon such notification and
         at the expense of such Grantor, to enforce collection of any such
         amounts and to adjust, settle or compromise the amount or payment
         thereof, in the same manner and to the same extent as such Grantor
         might have done;

         (1)      all amounts and proceeds (including checks and other
                  instruments) received by Grantor in respect of amounts due to
                  such Grantor in respect of the Collateral or any portion
                  thereof shall be received in trust for the benefit of
                  Collateral Agent hereunder, shall be segregated from other
                  funds of such Grantor and shall be forthwith paid over or
                  delivered to Collateral Agent in the same form as so received
                  (with any necessary endorsement) to be held as cash Collateral
                  and applied as provided by Section 7.7 hereof; and

         (2)      Grantor shall not adjust, settle or compromise the amount or
                  payment of any such amount or release wholly or partly any
                  obligor with respect thereto or allow any credit or discount
                  thereon.

                  (b)      If (i) an Event of Default shall have occurred and,
by reason of cure, waiver, modification, amendment or otherwise, no longer be
continuing, (ii) no other Event of Default shall have occurred and be
continuing, (iii) an assignment or other transfer to Collateral Agent of any
rights, title and interests in and to the Intellectual Property shall have been
previously made and shall have become absolute and effective, and (iv) the
Secured Obligations shall not have become immediately due and payable, upon the
written request of any Grantor, Collateral Agent shall promptly execute and
deliver to such Grantor, at such Grantor's sole cost and expense, such
assignments or other transfer as may be necessary to reassign to such Grantor
any such rights, title and interests as may have been assigned to Collateral
Agent as aforesaid, subject to any disposition thereof that may have been made
by Collateral Agent; provided, after giving effect to such reassignment,
Collateral Agent's security interest granted pursuant hereto, as well as all
other rights and remedies of Collateral Agent granted hereunder, shall continue
to be in full force and effect.

                                  EXHIBIT I-31

<PAGE>

                  (c)      Solely for the purpose of enabling Collateral Agent
to exercise rights and remedies under this Section 7 and at such time as
Collateral Agent shall be lawfully entitled to exercise such rights and
remedies, each Grantor hereby grants to Collateral Agent, to the extent it has
the right to do so, an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to such Grantor), subject, in the case
of Trademarks, to sufficient rights to quality control and inspection in favor
of such Grantor to avoid the risk of invalidation of said Trademarks, to use,
operate under, license, or sublicense any Intellectual Property now owned or
hereafter acquired by such Grantor, and wherever the same may be located.

         7.7      CASH PROCEEDS. In addition to the rights of Collateral Agent
specified in Section 4.3 with respect to payments of Receivables, all proceeds
of any Collateral received by Collateral Agent hereunder (whether from a Grantor
or otherwise) consisting of cash, checks and other near-cash items
(collectively, "CASH PROCEEDS"): (i) if no Event of Default shall have occurred
and be continuing, shall be held by Collateral Agent for the ratable benefit of
the Secured Parties, as collateral security for the Secured Obligations (whether
matured or unmatured) (subject to the terms of the Intercreditor Agreement to
the extent then in effect) and (ii) if an Event of Default shall have occurred
and be continuing, may, in the sole discretion of Collateral Agent, (A) be held
by Collateral Agent for the ratable benefit of the Secured Parties, as
collateral security for the Secured Obligations (whether matured or unmatured)
and/or (B) then or at any time thereafter may be applied by Collateral Agent
against the Secured Obligations then due and owing ( in each case subject to the
terms of the Intercreditor Agreement to the extent then in effect).

SECTION 8.        COLLATERAL AGENT.

                  Collateral Agent has been appointed to act as Collateral Agent
hereunder by Lenders and, by their acceptance of the benefits hereof, the other
Secured Parties. Collateral Agent shall be obligated, and shall have the right
hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including,
without limitation, the release or substitution of Collateral), solely in
accordance with this Agreement, the Credit Agreement and the Intercreditor
Agreement, to the extent then in effect; provided, Collateral Agent shall, after
payment in full of all Obligations under the Credit Agreement and the other
Credit Documents, exercise, or refrain from exercising, any remedies provided
for herein in accordance with the instructions of the holders of a majority of
the aggregate notional amount (or, with respect to any Hedge Agreement that has
been terminated in accordance with its terms, the amount then due and payable
(exclusive of expenses and similar payments but including any early termination
payments then due) under such Hedge Agreement) under all Hedge Agreements. In
furtherance of the foregoing provisions of this Section, each Secured Party, by
its acceptance of the benefits hereof, agrees that it shall have no right
individually to realize upon any of the Collateral hereunder, it being
understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by Collateral Agent for the benefit of Lenders
and Lender Counterparties in accordance with the terms of this Section and the
Intercreditor Agreement, to the extent then in effect. Collateral Agent may
resign at any time by giving thirty (30) days' prior written notice thereof to
Lenders and the Grantors, and Collateral Agent may be removed at any time with
or without cause by an instrument or concurrent instruments in writing delivered
to the Grantors and Collateral Agent signed by the Requisite Lenders. Upon any
such notice of resignation or any such removal, Requisite Lenders shall have the
right, upon five (5) Business Days' notice to Collateral Agent, following
receipt of Company's consent (which shall not be unreasonable withheld or
delayed and which shall not be required while an Event of Default exists), to
appoint a successor Collateral Agent. Upon the acceptance of any appointment as
Collateral Agent hereunder by a successor Collateral Agent, that successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Collateral
Agent under this Agreement, and the retiring or removed Collateral Agent under
this Agreement shall promptly (i) transfer to such successor Collateral Agent
all sums, Securities and other items of Collateral held hereunder, together with
all records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Collateral Agent under this
Agreement, 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 the security interests created hereunder, whereupon such
retiring or removed Collateral Agent shall be discharged from its duties and
obligations under this

                                  EXHIBIT I-32

<PAGE>

Agreement. After any retiring or removed Collateral Agent's resignation or
removal hereunder as Collateral Agent, the provisions of this Agreement shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Agreement while it was Collateral Agent hereunder.

SECTION 9.        CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

                  This Agreement shall create a continuing security interest in
the Collateral and shall remain in full force and effect until the payment in
full of all Secured Obligations, be binding upon each Grantor, its successors
and assigns, and inure, together with the rights and remedies of Collateral
Agent hereunder, to the benefit of Collateral Agent and its successors,
transferees and assigns. Without limiting the generality of the foregoing, but
subject to the terms of the Credit Agreement, any Lender may assign or otherwise
transfer any Tranche B Term Loans held by it to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to Lenders herein or otherwise. Upon the payment in full of all Secured
Obligations, the security interest granted hereby shall terminate hereunder and
of record and all rights to the Collateral shall revert to Grantors. Upon any
such termination Collateral Agent shall, at Grantors' expense, execute and
deliver to Grantors such documents as Grantors shall reasonably request to
evidence such termination. Unless an Event of Default shall have occurred and be
continuing, upon request by the Company to the Collateral Agent in writing, the
Collateral Agent shall release its security interest on any Collateral sold or
disposed of, as permitted under the Credit Agreement in accordance with Section
9.8(a)(i) of the Credit Agreement.

SECTION 10.       STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

                  The powers conferred on Collateral Agent hereunder are solely
to protect its interest in the Collateral and shall not impose any duty upon it
to exercise any such powers. Except for the exercise of reasonable care in the
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, Collateral Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral. Collateral Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which Collateral Agent accords its own
property. Neither Collateral Agent nor any of its directors, officers, employees
or agents shall be liable for failure to demand, collect or realize upon all or
any part of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
any Grantor or otherwise. If any Grantor fails to perform any agreement
contained herein, Collateral Agent may itself perform, or cause performance of,
such agreement, and the expenses of Collateral Agent incurred in connection
therewith shall be payable by each Grantor under Section 10.2 of the Credit
Agreement.

SECTION 11.       MISCELLANEOUS.

                                  EXHIBIT I-33

<PAGE>

                  Any notice required or permitted to be given under this
Agreement shall be given in accordance with Section 10.1 of the Credit
Agreement. No failure or delay on the part of Collateral Agent in the exercise
of any power, right or privilege hereunder or under any other Credit Document
shall impair such power, right or privilege or be construed to be a waiver of
any default or acquiescence therein, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other power, right or privilege. All rights and remedies existing under
this Agreement and the other Credit Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available. In case any provision
in or obligation under this Agreement shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. All
covenants hereunder shall be given independent effect so that if a particular
action or condition is not permitted by any of such covenants, the fact that it
would be permitted by an exception to, or would otherwise be within the
limitations of, another covenant shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists. This Agreement
shall be binding upon and inure to the benefit of Collateral Agent and Grantors
and their respective successors and assigns. No Grantor shall, without the prior
written consent of Collateral Agent given in accordance with the Credit
Agreement, assign any right, duty or obligation hereunder. This Agreement and
the other Credit Documents embody the entire agreement and understanding between
Grantors and Collateral Agent and supersede all prior agreements and
understandings between such parties relating to the subject matter hereof and
thereof. Accordingly, the Credit Documents may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There
are no unwritten oral agreements between the parties. This Agreement may be
executed in one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

                  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS).

                  [Remainder of page intentionally left blank.]

                                  EXHIBIT I-34

<PAGE>

         IN WITNESS WHEREOF, each Grantor and Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                   SANMINA-SCI CORPORATION,
                                   a Delaware corporation

                                   By: /s/ Rick R. Ackel
                                       ________________________________________
                                       Name:  Rick R. Ackel
                                       Title: Executive Vice President and Chief
                                              Financial Officer

                                   By: Walter Boileau
                                       ________________________________________
                                       Name:  Walter Boileau
                                       Title: Vice President and Treasurer

                                  EXHIBIT I-35

<PAGE>

                                   COMPATIBLE MEMORY, INC.
                                   ESSEX ACQUISITION SUBSIDIARY, INC.
                                   HADCO CORPORATION
                                   HADCO SANTA CLARA, INC.
                                   INTERAGENCY, INC.
                                   INTERWORKS COMPUTER PRODUCTS
                                   MANU-TRONICS, INC.
                                   MOOSE ACQUISITION SUBSIDIARY, INC.
                                   SANMINA CANADA HOLDINGS, INC.
                                   SANMINA ENCLOSURE SYSTEMS USA, INC.
                                   SANMINA-SCI SYSTEMS (ALABAMA) INC.
                                   SANMINA-SCI SYSTEMS ENCLOSURES LLC
                                   SCI ENCLOSURES (DENTON), INC.
                                   SCI HOLDINGS, INC.
                                   SCI SYSTEMS, INC.
                                   SCI TECHNOLOGY, INC.
                                   SCIMEX, INC.
                                   VIKING COMPONENTS INCORPORATED

                                   All By: /s/ Rick R. Ackel
                                           _____________________________________
                                           Name:  Rick R. Ackel
                                           Title: Chief Financial Officer

                                  EXHIBIT I-36

<PAGE>

                                   SCI PLANT NO. 2, L.L.C.
                                   SCI PLANT NO. 3, L.L.C.
                                   SCI PLANT NO. 4, L.L.C.
                                   SCI PLANT NO. 5, L.L.C.
                                   SCI PLANT NO. 27, L.L.C.
                                   SCI PLANT NO. 30, L.L.C.

                                   All by:

                                   SANMINA-SCI SYSTEMS (ALABAMA) INC.,
                                   their Sole Member

                                   By: /s/ Rick R. Ackel
                                       _________________________________________
                                       Name:  Rick R. Ackel
                                       Title: Chief Financial Officer

                                  EXHIBIT I-37

<PAGE>

                                   SCI PLANT NO. 12, L.L.C.
                                   SCI PLANT NO. 22, L.L.C.

                                   All by:

                                   SCI TECHNOLOGY, INC.,
                                   their Sole Member

                                   By: /s/ Rick R. Ackel
                                       _________________________________________
                                       Name:  Rick R. Ackel
                                       Title: Chief Financial Officer

                                  EXHIBIT I-38

<PAGE>

                                   SANMINA GENERAL, L.L.C.
                                   SANMINA LIMITED, L.L.C.
                                   SANMINA-SCI, LLC

                                   All by:

                                   SANMINA-SCI CORPORATION,
                                   their Sole Member

                                   By: /s/ Rick R. Ackel
                                       _________________________________________
                                       Name:  Rick R. Ackel
                                       Title: Executive Vice President and Chief
                                              Financial Officer

                                  EXHIBIT I-39

<PAGE>

                               SANMINA TEXAS, L.P.

                               By: SANMINA GENERAL, L.L.C.,
                                   Its General Partner

                                   By: SANMINA-SCI CORPORATION,
                                       Its Sole Member

                                   By:    /s/ Rick R. Ackel
                                          ______________________________________
                                   Name:  Rick R. Ackel
                                   Title: Executive Vice President and Chief
                                          Financial Officer

                                  EXHIBIT I-40

<PAGE>

                                   LASALLE BUSINESS CREDIT, INC.,
                                   as Collateral Agent

                                   By: /s/ Robert J. Corsentino
                                       _________________________________________
                                   Name:  Robert J. Corsentino
                                   Title: Group Senior Vice President

                                  EXHIBIT I-41

<PAGE>

                                                                    SCHEDULE 4.1
                                                TO PLEDGE AND SECURITY AGREEMENT

                               GENERAL INFORMATION

(A)      FULL LEGAL NAME, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION,
         CHIEF EXECUTIVE OFFICE/SOLE PLACE OF BUSINESS AND ORGANIZATIONAL
         IDENTIFICATION NUMBER OF EACH GRANTOR:

<TABLE>
<CAPTION>
                                                                  Chief Executive
                        Type of           Jurisdiction of       Office/Sole Place of
Full Legal Name       Organization          Organization             Business             Organization I.D.#
---------------       ------------          ------------             --------             ------------------
<S>                   <C>                 <C>                   <C>                       <C>
</TABLE>

(B)      OTHER NAMES (INCLUDING ANY TRADE-NAME OR FICTITIOUS BUSINESS NAME)
         UNDER WHICH EACH GRANTOR HAS CONDUCTED BUSINESS FOR THE PAST FIVE (5)
         YEARS:

<TABLE>
<CAPTION>
Name of Grantor           Trade Name or Fictitious Business Name
---------------           --------------------------------------
<S>                       <C>
</TABLE>

(C)      CHANGES IN NAME, JURISDICTION OF ORGANIZATION, CHIEF EXECUTIVE OFFICE
         OR SOLE PLACE OF BUSINESS AND CORPORATE STRUCTURE WITHIN PAST FIVE (5)
         YEARS:

<TABLE>
<CAPTION>
Name of Grantor          Date of Change          Description of Change
---------------          --------------          ---------------------
<S>                      <C>                     <C>
</TABLE>

(D)      AGREEMENTS PURSUANT TO WHICH ANY GRANTOR IS FOUND AS DEBTOR WITHIN PAST
         FIVE (5) YEARS:

<TABLE>
<CAPTION>
Name of Grantor                         Description of Agreement
---------------                         ------------------------
<S>                                     <C>
</TABLE>

(E)      FINANCING STATEMENTS:

<TABLE>
<CAPTION>
Name of Grantor               Filing Jurisdiction(s)
---------------               ----------------------
<S>                           <C>
</TABLE>

(F)      FOREIGN APPROVALS

                                 SCHEDULE 4.1-1

<PAGE>

                                                                    SCHEDULE 4.2
                                                TO PLEDGE AND SECURITY AGREEMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF GRANTOR                LOCATION OF EQUIPMENT AND INVENTORY
--------------------------------------------------------------------------------
<S>                            <C>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

                                 SCHEDULE 4.2-1

<PAGE>

                                                                    SCHEDULE 4.4
                                                TO PLEDGE AND SECURITY AGREEMENT

                           INVESTMENT RELATED PROPERTY

(A)      Pledged Stock:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                 % OF
                                                                         STOCK                    NO. OF      OUTSTANDING
                              STOCK       CLASS OF     CERTIFICATED   CERTIFICATE                 PLEDGED     STOCK OF THE
GRANTOR                      ISSUER       STOCK          (Y/N)            NO.        PAR VALUE     STOCK      STOCK ISSUER
--------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>            <C>            <C>          <C>         <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Pledged LLC Interests:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                             % OF
                                                                                          OUTSTANDING
                                                                                              LLC
                                                                                          INTERESTS OF
                           LIMITED                                                        THE LIMITED
                          LIABILITY      CERTIFICATED    CERTIFICATE    NO. OF PLEDGED     LIABILITY
GRANTOR                    COMPANY          (Y/N)        NO.(IF ANY)        UNITS           COMPANY
--------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>             <C>            <C>               <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Pledged Partnership Interests:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                                  % OF
                                                                                                OUTSTANDING
                                        TYPE OF                                                 PARTNERSHIP
                                      PARTNERSHIP                                               INTERESTS OF
                                    INTERESTS (E.G.,       CERTIFICATED     CERTIFICATE NO.         THE
GRANTOR             PARTNERSHIP    GENERAL OR LIMITED)         (Y/N)            (IF ANY)        PARTNERSHIP
--------------------------------------------------------------------------------------------------------------------------
<S>                 <C>            <C>                     <C>              <C>                 <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Pledged Trust Interests:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                          CLASS OF                                               % OF OUTSTANDING
                                            TRUST        CERTIFICATED        CERTIFICATE NO.    TRUST INTERESTS OF
GRANTOR                   TRUST           INTERESTS         (Y/N)               (IF ANY)             THE TRUST
--------------------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>            <C>                 <C>                <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 SCHEDULE 4.4-1

<PAGE>

         Pledged Debt:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                      ORIGINAL PRINCIPAL        OUTSTANDING                           MATURITY
GRANTOR              ISSUER                AMOUNT            PRINCIPAL BALANCE       ISSUE DATE         DATE
--------------------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>                    <C>                     <C>              <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Securities Account:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                             SHARE OF SECURITIES
GRANTOR                          INTERMEDIARY                    ACCOUNT NUMBER                      ACCOUNT NAME
--------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                 <C>                                 <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Commodities Accounts:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                             NAME OF COMMODITIES
GRANTOR                         INTERMEDIARY                     ACCOUNT NUMBER                      ACCOUNT NAME
--------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                                 <C>                                 <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Deposit Accounts:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
GRANTOR                    NAME OF DEPOSITARY BANK               ACCOUNT NUMBER                      ACCOUNT NAME
--------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                                   <C>                                 <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

         (B)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
NAME OF GRANTOR              DATE OF ACQUISITION             DESCRIPTION OF ACQUISITION
--------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                             <C>
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                 SCHEDULE 4.4-2

<PAGE>

                                                                    SCHEDULE 4.6
                                                TO PLEDGE AND SECURITY AGREEMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF GRANTOR                   DESCRIPTION OF LETTERS OF CREDIT
--------------------------------------------------------------------------------
<S>                               <C>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

                                 SCHEDULE 4.6-1

<PAGE>

                                                                    SCHEDULE 4.7
                                                TO PLEDGE AND SECURITY AGREEMENT

                              INTELLECTUAL PROPERTY

(A)      Copyrights

(B)      Copyright Licenses

(C)      Patents

(D)      Patent Licenses

(E)      Trademarks

(F)      Trademark Licenses

(G)      Trade Secret Licenses

(H)      Intellectual Property Matters

                                 SCHEDULE 4.7-1

<PAGE>

                                                                    SCHEDULE 4.8
                                                TO PLEDGE AND SECURITY AGREEMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF GRANTOR                  COMMERCIAL TORT CLAIMS
--------------------------------------------------------------------------------
<S>                              <C>
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
</TABLE>

                                 SCHEDULE 4.8-1

<PAGE>

                                                                       EXHIBIT A
                                                TO PLEDGE AND SECURITY AGREEMENT

                                PLEDGE SUPPLEMENT

                  This PLEDGE SUPPLEMENT, dated [MM/DD/YY], is delivered
pursuant to the Pledge and Security Agreement, dated as of December 23, 2002 (as
it may be from time to time amended, restated, modified or supplemented, the
"SECURITY AGREEMENT"), among SANMINA-SCI CORPORATION, the other Grantors named
therein, and LASALLE BUSINESS CREDIT, INC., as Collateral Agent. Capitalized
terms used herein not otherwise defined herein shall have the meanings ascribed
thereto in the Security Agreement.

                  Grantor hereby confirms the grant to Collateral Agent set
forth in the Security Agreement of, and does hereby grant to Collateral Agent, a
security interest in all of Grantor's right, title and interest in and to all
Collateral to secure the Secured Obligations, in each case whether now or
hereafter existing or in which Grantor now has or hereafter acquires an interest
and wherever the same may be located. Grantor represents and warrants that the
attached Supplements to Schedules accurately and completely set forth all
additional information required pursuant to the Security Agreement and hereby
agrees that such Supplements to Schedules shall constitute part of the Schedules
to the Security Agreement.

                  IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement
to be duly executed and delivered by its duly authorized officer as of
[MM/DD/YY].

                                            [NAME OF GRANTOR]

                                            By:________________________
                                            Name:
                                            Title:

                                   EXHIBIT A-1

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.1
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)      FULL LEGAL NAME, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION,
         CHIEF EXECUTIVE OFFICE/SOLE PLACE OF BUSINESS AND ORGANIZATIONAL
         IDENTIFICATION NUMBER OF EACH GRANTOR:

<TABLE>
<CAPTION>
                                                                Chief Executive
                                           Jurisdiction of   Office/Sole Place of
Full Legal Name    Type of Organization     Organization           Business          Organization I.D.#
---------------    --------------------     ------------           --------          ------------------
<S>                <C>                     <C>               <C>                     <C>
</TABLE>

(B)      OTHER NAMES (INCLUDING ANY TRADE-NAME OR FICTITIOUS BUSINESS NAME)
         UNDER WHICH EACH GRANTOR HAS CONDUCTED BUSINESS FOR THE PAST FIVE (5)
         YEARS:

<TABLE>
<CAPTION>
Name of Grantor                           Trade Name or Fictitious Business Name
---------------                           --------------------------------------
<S>                                       <C>
</TABLE>

(C)      CHANGES IN NAME, JURISDICTION OF ORGANIZATION, CHIEF EXECUTIVE OFFICE
         OR SOLE PLACE OF BUSINESS AND CORPORATE STRUCTURE WITHIN PAST FIVE (5)
         YEARS:

<TABLE>
<CAPTION>
Name of Grantor           Date of Change                   Description of Change
---------------           --------------                   ---------------------
<S>                       <C>                              <C>
</TABLE>

(D)      AGREEMENTS PURSUANT TO WHICH ANY GRANTOR IS FOUND AS DEBTOR WITHIN PAST
         FIVE (5) YEARS:

<TABLE>
<CAPTION>
Name of Grantor                    Description of Agreement
---------------                    ------------------------
<S>                                <C>
</TABLE>

(E)      FINANCING STATEMENTS:

<TABLE>
<CAPTION>
Name of Grantor                     Filing Jurisdiction(s)
---------------                     ----------------------
<S>                                 <C>
</TABLE>

(F)      FOREIGN APPROVALS

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.2
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF GRANTOR                  LOCATION OF EQUIPMENT AND INVENTORY
--------------------------------------------------------------------------------
<S>                              <C>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.4
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)

Pledged Stock:

Pledged Partnership Interests:

Pledged LLC Interests:

Pledged Trust Interests:

Pledged Debt:

Securities Account:

Commodities Accounts:

Deposit Accounts:

(B)

<TABLE>
<CAPTION>
Name of Grantor           Date of Acquisition       Description of Acquisition
---------------           -------------------       --------------------------
<S>                       <C>                       <C>
</TABLE>

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.6
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF GRANTOR                                DESCRIPTION OF LETTERS OF CREDIT
--------------------------------------------------------------------------------
<S>                                            <C>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.7
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

(A)      Copyrights

(B)      Copyright Licenses

(C)      Patents

(D)      Patent Licenses

(E)      Trademarks

(F)      Trademark Licenses

(G)      Trade Secret Licenses

(H)      Intellectual Property Matters

<PAGE>

                                                      SUPPLEMENT TO SCHEDULE 4.8
                                                TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF GRANTOR                                     COMMERCIAL TORT CLAIMS
--------------------------------------------------------------------------------
<S>                                                 <C>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT B
                                                TO PLEDGE AND SECURITY AGREEMENT

                   UNCERTIFICATED SECURITIES CONTROL AGREEMENT

                  This Uncertificated Securities Control Agreement, dated as of
[_________], 200[__] (this "AGREEMENT"), among [________________] (the
"PLEDGOR"), LASALLE BUSINESS CREDIT, INC., as collateral agent for the Credit
Facility Secured Parties (as defined below) (the "CREDIT FACILITY COLLATERAL
AGENT"), STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as collateral
agent for the Holders (as defined below) (the "NOTES COLLATERAL AGENT"; and
collectively with the Credit Facility Collateral Agent, the "COLLATERAL
AGENTS"), and [____________], a [________][corporation] (the "ISSUER"). All
references herein to the "UCC" shall mean the Uniform Commercial Code as in
effect in the State of New York.

                                    RECITALS:

         A.       Pursuant to the terms and conditions of one or more security
agreements (as the same may from time to time be amended, restated or otherwise
modified, the "SECURITY AGREEMENT"), the Pledgor granted to certain secured
parties (the "CREDIT FACILITY SECURED PARTIES") represented therein by the
Credit Facility Collateral Agent a security interest in and lien upon, among
other things, all of the Pledgor's right title and interest in and to the
Pledged Shares (as defined below).

         B.       Pursuant to the terms and conditions of one or more security
agreements, the Pledgor has granted or will grant a security interest in and
lien upon, among other things, the Pledged Shares to the Notes Collateral Agent
for the benefit of the holders (the "HOLDERS") of ___% Senior Secured Notes due
2009 issued by Sanmina-SCI Corporation, a Delaware corporation.

         C.       The Pledgor, the Credit Facility Collateral Agent, the Notes
Collateral Agent and the Issuer are entering into this Agreement to perfect the
above-mentioned security interest in the Pledged Shares.

                  SECTION 1. REGISTERED OWNERSHIP OF SHARES. The Issuer hereby
confirms and agrees that as of the date hereof the Pledgor is the registered
owner of [__________] shares of the Issuer's [common] stock (the "PLEDGED
SHARES") and the Issuer shall not change the registered owner of the Pledged
Shares without the prior written consent of the Notice Party. As used herein,
"NOTICE PARTY" shall mean: (a) the Credit Facility Collateral Agent at all times
prior to the date on which a Notice of Termination is received by the Issuer
from the Credit Facility Collateral Agent pursuant to Section 9 herein, and (b)
the Notes Collateral Agent at all times after the date on which a Notice of
Termination is received by the Issuer from the Credit Facility Collateral Agent
pursuant to Section 9 herein. For the avoidance of doubt, there shall at no time
be more than one Notice Party.

                  SECTION 2. INSTRUCTIONS. If at any time the Issuer shall
receive instructions originated by the Notice Party relating to the Pledged
Shares, the Issuer shall comply with such instructions without further consent
by the Pledgor or any other person.

                  SECTION 3. ADDITIONAL REPRESENTATIONS AND WARRANTIES AND
COVENANTS OF THE ISSUER. The Issuer hereby represents and warrants to, and
agrees with, each Collateral Agent:

                  (a)      It has not entered into, and until the termination of
the this Agreement will not enter into, any agreement with any other person
relating the Pledged Shares pursuant to which it has agreed to comply with
instructions issued by such other person;

                                   Exhibit B-1

<PAGE>

                  (b)      It has not entered into, and until the termination of
this Agreement will not enter into, any agreement with the Pledgor or either
Collateral Agent purporting to limit or condition the obligation of the Issuer
to comply with instructions as set forth in Section 2 hereof; and

                  (c)      Except for the claims and interest of Collateral
Agents and of the Pledgor in the Pledged Shares, the Issuer does not know of
any claim to, or interest in, the Pledged Shares. If any person asserts any
lien, encumbrance or adverse claim (including any writ, garnishment, judgment,
warrant of attachment, execution or similar process) against the Pledged
Shares, the Issuer will promptly notify each Collateral Agent and the Pledgor
thereof.

                  (d)      This Agreement is the valid and legally binding
obligation of the Issuer.

                  SECTION 4. CHOICE OF LAW. This Agreement shall be governed
by the laws of the State of New York.

                  SECTION 5. CONFLICT WITH OTHER AGREEMENTS. In the event of
any conflict between this Agreement (or any portion thereof) and any other
agreement now existing or hereafter entered into, the terms of this Agreement
shall prevail. No amendment or modification of this Agreement or waiver of any
right hereunder shall be binding on any party hereto unless it is in writing and
is signed by all of the parties hereto.

                  SECTION 6. VOTING RIGHTS. Until such time as the Notice
Party shall otherwise instruct the Issuer in writing, the Pledgor shall have the
right to vote the Pledged Shares.

                  SECTION 7. SUCCESSORS; ASSIGNMENT. The terms of this
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors or heirs and personal
representatives who obtain such rights solely by operation of law.

                  SECTION 8. NOTICES. Any notice, request or other
communication required or permitted to be given under this Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid,
addressed to the party at the address set forth below.

                  Pledgor:                  [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Credit Facility
                  Collateral Agent:         [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Notes
                  Collateral Agent:         [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Issuer:                   [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Any party may change its address for notices in the manner set
forth above.

                                   Exhibit B-2

<PAGE>

                  SECTION 9. TERMINATION. This Agreement shall remain in effect
until receipt by the Issuer of written notices from each of the Credit Facility
Collateral Agent and the Notes Collateral Agent in substantially the form of
Exhibit A hereto (a "NOTICE OF TERMINATION"). This Agreement shall terminate
with respect to the Credit Facility Collateral Agent, but shall remain in effect
with respect to the Issuer and the Notes Collateral Agent, upon receipt by the
Issuer (with a copy to the Notes Collateral Agent) of a Notice of Termination
signed by the Credit Facility Collateral Agent. This Agreement shall terminate
with respect to the Notes Collateral Agent, but shall remain in effect with
respect to the Issuer and the Credit Facility Collateral Agent, upon receipt by
the Issuer (with a copy to the Credit Facility Collateral Agent) of a Notice of
Termination from the Notes Collateral Agent. Each Collateral Agent agrees to
provide a Notice of Termination in substantially the form of Exhibit A hereto to
the Issuer upon the request of the Pledgor on or after the termination of such
Collateral Agent's security interest in the Pledged Shares pursuant to the terms
of its applicable security agreement. The termination of this Agreement shall
not terminate the Pledged Shares or alter the obligations of the Issuer to the
Pledgor pursuant to any other agreement with respect to the Pledged Shares.

                  SECTION 10. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing and
delivering one or more counterparts.

                  [Remainder of page intentionally left blank.]

                                            [NAME OF PLEDGOR]

                                            By:________________________
                                            Name:
                                            Title:

                                            LASALLE BUSINESS CREDIT, INC.,
                                             as Credit Facility Collateral Agent

                                            By:________________________
                                            Name:
                                            Title:

                                            STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA, N.A.,
                                             as Notes Collateral Agent

                                            By:________________________
                                            Name:
                                            Title:

                                            [NAME OF ISSUER]

                                            By:________________________
                                            Name:
                                            Title:

                                   Exhibit B-3

<PAGE>

                                                                       EXHIBIT A

                   [Letterhead of Applicable Collateral Agent]

                                     [Date]

[Name and Address of Issuer]

Attention:________________________

                           Re: Termination of Uncertificated Securities Control
                               Agreement

                  Reference is hereby made to the Uncertificated Securities
Control Agreement among you, [NAME OF THE PLEDGOR], LASALLE BUSINESS CREDIT,
INC., as Credit Facility Collateral Agent, and STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A., as Notes Collateral Agent (a copy of which is
attached). Capitalized terms used herein and not defined herein, shall have the
meanings assigned to such terms in such Uncertificated Securities Control
Agreement.

                  You are hereby notified that the Uncertificated Securities
Control Agreement is terminated with respect to the undersigned and you have no
further obligations to the undersigned thereunder. [IF THE UNCERTIFICATED
SECURITIES CONTROL AGREEMENT IS BEING TERMINATED AS TO ALL PARTIES, ADD:
NOTWITHSTANDING ANY PREVIOUS INSTRUCTIONS TO YOU, YOU ARE HEREBY INSTRUCTED TO
ACCEPT ALL FUTURE DIRECTIONS WITH RESPECT TO THE PLEDGED SHARES FROM THE
PLEDGOR.] This notice terminates any obligations you may have to the undersigned
with respect to the Pledged Shares; however nothing contained in this notice
shall alter any obligations which you may otherwise owe to [NAME OF THE PLEDGOR]
pursuant to any other agreement.

                  You are instructed to deliver a copy of this notice by
facsimile transmission to [NAME OF THE PLEDGOR].

                                            Very truly yours,

                                            [LASALLE BUSINESS CREDIT, INC.,
                                            as Credit Facility Collateral Agent]
                                            [STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA, N.A.],
                                            as Notes Collateral Agent]

                                            By:________________________
                                            Name:
                                            Title:

cc:      [NAME OF THE PLEDGOR]
         [LASALLE BUSINESS CREDIT, INC.]
         [STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.]

                                  Exhibit B-A-1

<PAGE>

                                                                       EXHIBIT C
                                                TO PLEDGE AND SECURITY AGREEMENT

                      SECURITIES ACCOUNT CONTROL AGREEMENT

                  This Securities Account Control Agreement, dated as of
[_________], 200[__] (this "AGREEMENT"), among [____________________________]
(the "DEBTOR"), LASALLE BUSINESS CREDIT, INC., as collateral agent for the
Credit Facility Secured Parties (as defined below) (the "CREDIT FACILITY
COLLATERAL AGENT"), STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as
collateral agent for the Holders (as defined below) (the "NOTES COLLATERAL
AGENT"; and collectively with the Credit Facility Collateral Agent, the
"COLLATERAL AGENTS"), and [____________], in its capacity as a "Securities
Intermediary" as defined in Section 8-102 of the UCC (in such capacity, the
"SECURITIES INTERMEDIARY"). All references herein to the "UCC" shall mean the
Uniform Commercial Code as in effect in the State of New York.

                                    RECITALS

         A.       Pursuant to the terms and conditions of one or more security
agreements (as the same may from time to time be amended, restated or otherwise
modified, the "SECURITY AGREEMENT"), the Debtor granted to certain secured
parties (the "CREDIT FACILITY SECURED PARTIES") represented therein by the
Credit Facility Collateral Agent a security interest in and lien upon, among
other things, all of the Debtor's right title and interest in and to the
Securities Account (as defined below) and all funds and other property from time
to time held therein or credited thereto (collectively, the "COLLATERAL").

         B.       Pursuant to the terms and conditions of one or more security
agreements, the Debtor has granted or will grant a security interest in and lien
upon, among other things, the Collateral to the Notes Collateral Agent for the
benefit of the holders (the "HOLDERS") of ___% Senior Secured Notes due 2009
issued by Sanmina-SCI Corporation, a Delaware corporation.

         C.       The Debtor, the Credit Facility Collateral Agent, the Notes
Collateral Agent and the Securities Intermediary are entering into this
Agreement to perfect the above-mentioned security interest in the Collateral.

                  SECTION 1. ESTABLISHMENT OF SECURITIES ACCOUNT. The Securities
Intermediary hereby confirms and agrees that:

                  (a)      The Securities Intermediary has established account
number [IDENTIFY ACCOUNT NUMBER] in the name "[IDENTIFY EXACT TITLE OF ACCOUNT]"
(such account and any successor account, the "SECURITIES ACCOUNT") and the
Securities Intermediary shall not change the name or account number of the
Securities Account without the prior written consent of the Notice Party (as
defined below);

                  (b)      All securities or other property underlying any
financial assets credited to the Securities Account shall be registered in the
name of the Securities Intermediary, indorsed to the Securities Intermediary or
in blank or credited to another securities account maintained in the name of the
Securities Intermediary and in no case will any financial asset credited to the
Securities Account be registered in the name of the Debtor, payable to the order
of the Debtor or specially indorsed to the Debtor except to the extent the
foregoing have been specially indorsed to the Securities Intermediary or in
blank;

                  (c)      All property delivered to the Securities Intermediary
pursuant to the Security Agreement will be promptly credited to the Securities
Account; and

                                   Exhibit C-1

<PAGE>

                  (d)      The Securities Account is a "securities account"
within the meaning of Section 8-501 of the UCC.

                  As used herein, "NOTICE PARTY" shall mean: (a) the Credit
Facility Collateral Agent at all times prior to the date on which a Notice of
Termination is received by the Issuer from the Credit Facility Collateral Agent
pursuant to Section 13 herein, and (b) the Notes Collateral Agent at all times
after the date on which a Notice of Termination is received by the Issuer from
the Credit Facility Collateral Agent pursuant to Section 13 herein. For the
avoidance of doubt, there shall at no time be more than one Notice Party.

                  SECTION 2. "FINANCIAL ASSETS" ELECTION. The Securities
Intermediary hereby agrees that each item of property (including, without
limitation, any investment property, financial asset, security, instrument,
general intangible or cash) credited to the Securities Account shall be treated
as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.

                  SECTION 3. CONTROL OF THE SECURITIES ACCOUNT. If at any time
the Securities Intermediary shall receive any order from the Notice Party
directing transfer or redemption of any financial asset relating to the
Securities Account, the Securities Intermediary shall comply with such
entitlement order without further consent by the Debtor or any other person. If
the Debtor is otherwise entitled to issue entitlement orders and such orders
conflict with any entitlement order issued by the Notice Party, the Securities
Intermediary shall follow the orders issued by the applicable Collateral Agent.

                  SECTION 4. SUBORDINATION OF LIEN; WAIVER OF SET-OFF. In the
event that the Securities Intermediary has or subsequently obtains by agreement,
by operation of law or otherwise a security interest in the Securities Account
or any security entitlement credited thereto, the Securities Intermediary hereby
agrees that such security interest shall be subordinate to the security interest
of each Collateral Agent. The financial assets and other items deposited to the
Securities Account will not be subject to deduction, set-off, banker's lien, or
any other right in favor of any person other than the Collateral Agents (except
that the Securities Intermediary may set off (i) all amounts due to the
Securities Intermediary in respect of customary fees and expenses for the
routine maintenance and operation of the Securities Account and (ii) the face
amount of any checks which have been credited to such Securities Account but are
subsequently returned unpaid because of uncollected or insufficient funds).

                  SECTION 5. CHOICE OF LAW. This Agreement and the Securities
Account shall each be governed by the laws of the State of New York. Regardless
of any provision in any other agreement, for purposes of the UCC, New York shall
be deemed to be the Securities Intermediary's jurisdiction (within the meaning
of Section 8-110 of the UCC) and the Securities Account (as well as the
securities entitlements related thereto) shall be governed by the laws of the
State of New York.

                  SECTION 6. CONFLICT WITH OTHER AGREEMENTS.

                  (a)      In the event of any conflict between this Agreement
(or any portion thereof) and any other agreement now existing or hereafter
entered into, the terms of this Agreement shall prevail;

                  (b)      No amendment or modification of this Agreement or
waiver of any right hereunder shall be binding on any party hereto unless it is
in writing and is signed by all of the parties hereto;

                  (c)      The Securities Intermediary hereby confirms and
agrees that:

                  (i) There are no other agreements entered into between the
         Securities Intermediary and the Debtor with respect to the Securities
         Account;

                  (ii) It has not entered into, and until the termination of
         this Agreement, will not enter into, any agreement with any other
         person relating to the Securities Account and/or

                                   Exhibit C-2

<PAGE>

         any financial assets credited thereto pursuant to which it has agreed
         to comply with entitlement orders (as defined in Section 8-102(a)(8) of
         the UCC) of such other person; and

                  (iii) It has not entered into, and until the termination of
         this Agreement, will not enter into, any agreement with the Debtor or
         either Collateral Agent purporting to limit or condition the obligation
         of the Securities Intermediary to comply with entitlement orders as set
         forth in Section 3 hereof.

                  SECTION 7. ADVERSE CLAIMS. Except for the claims and interest
of the Collateral Agents and of the Debtor in the Securities Account, the
Securities Intermediary does not know of any claim to, or interest in, the
Securities Account or in any "financial asset" (as defined in Section 8-102(a)
of the UCC) credited thereto. If any person asserts any lien, encumbrance or
adverse claim (including any writ, garnishment, judgment, warrant of attachment,
execution or similar process) against the Securities Account or in any financial
asset carried therein, the Securities Intermediary will promptly notify the
Collateral Agents and the Debtor thereof.

                  SECTION 8. MAINTENANCE OF SECURITIES ACCOUNT. In addition to,
and not in lieu of, the obligation of the Securities Intermediary to honor
entitlement orders as agreed in Section 3 hereof, the Securities Intermediary
agrees to maintain the Securities Account as follows:

                  (a)      Notice of Sole Control. If at any time the Notice
Party delivers to the Securities Intermediary a Notice of Sole Control in
substantially the form set forth in Exhibit A hereto, the Securities
Intermediary agrees that after receipt of such notice, it will take all
instruction with respect to the Securities Account solely from the Notice Party.

                  (b)      Voting Rights. Until such time as the Securities
Intermediary receives a Notice of Sole Control pursuant to Section 8(a), the
Debtor shall direct the Securities Intermediary with respect to the voting of
any financial assets credited to the Securities Account.

                  (c)      Permitted Investments. Until such time as the
Securities Intermediary receives a Notice of Sole Control signed by the Notice
Party, the Debtor shall direct the Securities Intermediary with respect to the
selection of investments to be made for the Securities Account; provided,
however, that the Securities Intermediary shall not honor any instruction to
purchase any investments other than investments of a type described on Exhibit B
hereto.

                  (d)      Statements and Confirmations. Upon request from the
Notice Party, the Securities Intermediary will promptly send copies of all
statements, confirmations and other correspondence concerning the Securities
Account and/or any financial assets credited thereto simultaneously to each of
the Debtor and each Collateral Agent at the address for each set forth in
Section 12 of this Agreement.

                  (e)      Tax Reporting. All items of income, gain, expense and
loss recognized in the Securities Account shall be reported to the Internal
Revenue Service and all state and local taxing authorities under the name and
taxpayer identification number of the Debtor.

                  SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SECURITIES INTERMEDIARY. The Securities Intermediary hereby makes the following
representations, warranties and covenants:

                  (a)      The Securities Account has been established as set
forth in Section 1 above and such Securities Account will be maintained in the
manner set forth herein until termination of this Agreement; and

                                   Exhibit C-3

<PAGE>

                  (b)      This Agreement is the valid and legally binding
obligation of the Securities Intermediary.

                  SECTION 10. INDEMNIFICATION OF SECURITIES INTERMEDIARY. The
Debtor and each Collateral Agent hereby agree that (a) the Securities
Intermediary is released from any and all liabilities to the Debtor and each
Collateral Agent arising from the terms of this Agreement and the compliance of
the Securities Intermediary with the terms hereof, except to the extent that
such liabilities arise from the Securities Intermediary's negligence and (b) the
Debtor, its successors and assigns shall at all times indemnify and save
harmless the Securities Intermediary from and against any and all claims,
actions and suits of others arising out of the terms of this Agreement or the
compliance of the Securities Intermediary with the terms hereof, except to the
extent that such arises from the Securities Intermediary's negligence, and from
and against any and all liabilities, losses, damages, costs, charges, counsel
fees and other expenses of every nature and character arising by reason of the
same, until the termination of this Agreement.

                  SECTION 11. SUCCESSORS; ASSIGNMENT. The terms of this
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors or heirs and personal
representatives who obtain such rights solely by operation of law.

                  SECTION 12. NOTICES. Any notice, request or other
communication required or permitted to be given under this Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid,
addressed to the party at the address set forth below.

                  Debtor:                   [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Credit Facility
                  Collateral Agent:         [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Notes
                  Collateral Agent:         [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Securities Intermediary:  [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Any party may change its address for notices in the manner set
forth above.

                  SECTION 13. TERMINATION. This Agreement shall remain in
effect until receipt by the Securities Intermediary of written notices from each
of the Credit Facility Collateral Agent and the Notes Collateral Agent in
substantially the form of Exhibit C hereto (a "NOTICE OF TERMINATION"). The
rights and powers granted to each of the Credit Facility Collateral Agent and
the Notes Collateral Agent in this Agreement are powers coupled with an interest
and will not be affected by the insolvency or bankruptcy of the Debtor nor by
the lapse of time. This Agreement shall terminate with respect to the Credit
Facility Collateral Agent, but shall remain in effect with respect to the
Securities Intermediary, the Debtor and the Notes Collateral Agent, upon receipt
by the Securities Intermediary (with a copy to the Notes Collateral Agent) of a
Notice of Termination signed by the Credit Facility Collateral Agent. This
Agreement shall terminate with respect to the Notes Collateral Agent, but shall
remain in effect with respect to the Securities Intermediary, the Debtor and the
Credit Facility Collateral Agent, upon receipt by the Securities

                                   Exhibit C-4

<PAGE>

Intermediary (with a copy to the Credit Facility Collateral Agent) of a Notice
of Termination from the Notes Collateral Agent. The termination of this
Agreement shall not terminate the Securities Account or alter the obligations of
the Securities Intermediary to the Debtor pursuant to any other agreement with
respect to the Securities Account.

                  SECTION 14. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing and
delivering one or more counterparts.

                  [Remainder of page intentionally left blank.]

                                   Exhibit C-5

<PAGE>

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

                                            [DEBTOR]

                                            By:________________________
                                            Name:
                                            Title:

                                            LASALLE BUSINESS CREDIT, INC.,
                                             as Credit Facility Collateral Agent

                                            By:________________________
                                            Name:
                                            Title:

                                            STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA, N.A.,
                                             as Notes Collateral Agent

                                            By:________________________
                                            Name:
                                            Title:

                                            [NAME OF SECURITIES INTERMEDIARY],
                                              as Securities Intermediary

                                            By:________________________
                                            Name:
                                            Title:

                                   Exhibit C-6

<PAGE>

                                                                       EXHIBIT A
                                         TO SECURITIES ACCOUNT CONTROL AGREEMENT

                   [Letterhead of Applicable Collateral Agent]

                                     [Date]

[Name and Address of Securities Intermediary]

Attention:

                  Re: Notice of Sole Control

Ladies and Gentlemen:

                  Reference is hereby made to the Securities Account Control
Agreement dated as of [_______], 200[__] among you, [NAME OF THE DEBTOR],
LASALLE BUSINESS CREDIT, INC., as Credit Facility Collateral Agent, and STATE
STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Notes Collateral Agent (a
copy of which is attached). Capitalized terms used herein and not defined
herein, shall have the meanings assigned to such terms in such Securities
Account Control Agreement. Capitalized terms used herein and not defined herein,
shall have the meanings assigned to such terms in such Securities Account
Control Agreement.

                  As referenced in the Securities Account Control Agreement, we
hereby give you notice of our sole control over securities account number [
____________] (the "SECURITIES ACCOUNT") and all financial assets credited
thereto. You are hereby instructed not to accept any direction, instructions or
entitlement orders with respect to the Securities Account or the financial
assets credited thereto from any person other than the undersigned, unless
otherwise ordered by a court of competent jurisdiction.

                  You are instructed to deliver a copy of this notice by
facsimile transmission to [NAME OF THE DEBTOR].

                                            Very truly yours,

                                            [LASALLE BUSINESS CREDIT, INC.,
                                            as Credit Facility Collateral Agent]
                                            [STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA, N.A.],
                                            as Notes Collateral Agent]

                                            By:________________________
                                            Name:
                                            Title:

cc:      [NAME OF THE DEBTOR]
         [LASALLE BUSINESS CREDIT, INC.]
         [STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.]

                                  Exhibit C-A-1

<PAGE>

                                                                       EXHIBIT B
                                         TO SECURITIES ACCOUNT CONTROL AGREEMENT

                              Permitted Investments

                                    [to come]

                                  Exhibit C-B-1

<PAGE>

                                                                       EXHIBIT C
                                         TO SECURITIES ACCOUNT CONTROL AGREEMENT

                   [Letterhead of Applicable Collateral Agent]

                                     [Date]

[Name and Address of Securities Intermediary]

Attention:

                  Re: Termination of Securities Account Control Agreement

                  Reference to made to the Securities Account Control Agreement
dated as of [_______], 200[__] among you, [NAME OF THE DEBTOR], LASALLE BUSINESS
CREDIT, INC., as Credit Facility Collateral Agent, and STATE STREET BANK AND
TRUST COMPANY OF CALIFORNIA, N.A., as Notes Collateral Agent (a copy of which
is attached). Capitalized terms used herein and not defined herein, shall have
the meanings assigned to such terms in such Securities Account Control
Agreement.

                  You are hereby notified that the Securities Account Control
Agreement is terminated with respect to the undersigned and you have no further
obligations to the undersigned thereunder. [IF THE SECURITIES ACCOUNT CONTROL
AGREEMENT IS BEING TERMINATED AS TO ALL PARTIES, ADD: NOTWITHSTANDING ANY
PREVIOUS INSTRUCTIONS TO YOU, YOU ARE HEREBY INSTRUCTED TO ACCEPT ALL FUTURE
DIRECTIONS WITH RESPECT TO THE COLLATERAL FROM THE DEBTOR.] This notice
terminates any obligations you may have to the undersigned with respect to the
Collateral; however nothing contained in this notice shall alter any obligations
which you may otherwise owe to the Debtor pursuant to any other agreement.

                  You are instructed to deliver a copy of this notice by
facsimile transmission to [NAME OF THE DEBTOR].

                                            Very truly yours,

                                            [LASALLE BUSINESS CREDIT, INC.,
                                            as Credit Facility Collateral Agent]
                                            [STATE STREET BANK AND TRUST COMPANY
                                            OF CALIFORNIA, N.A.],
                                            as Notes Collateral Agent]

                                            By:________________________
                                            Name:
                                            Title:

cc:      [NAME OF THE DEBTOR]
         [LASALLE BUSINESS CREDIT, INC.]
         [STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.]

                                   Exhibit C-C-1

<PAGE>

                                                                       EXHIBIT D
                                                TO PLEDGE AND SECURITY AGREEMENT

                        DEPOSIT ACCOUNT CONTROL AGREEMENT

                  This Deposit Account Control Agreement dated as of
[_________], 200[__] (this "AGREEMENT") among [___________] (the "DEBTOR"),
LASALLE BUSINESS CREDIT, INC., as collateral agent for the Credit Facility
Secured Parties (as defined below) (the "CREDIT FACILITY COLLATERAL AGENT"),
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as collateral agent for
the Holders (as defined below) (the "NOTES COLLATERAL AGENT"; and collectively
with the Credit Facility Collateral Agent, the "COLLATERAL AGENTS"), and
[____________], in its capacity as a "bank" as defined in Section 9-102 of the
UCC (in such capacity, the "FINANCIAL INSTITUTION"). All references herein to
the "UCC" shall mean the Uniform Commercial Code as in effect in the State of
New York.

                                    RECITALS

         A.       Pursuant to the terms and conditions of one or more security
agreements (as the same may from time to time be amended, restated or otherwise
modified, the "SECURITY AGREEMENT"), the Debtor granted to certain secured
parties (the "CREDIT FACILITY SECURED PARTIES") represented therein by the
Credit Facility Collateral Agent a security interest in and lien upon, among
other things, all of the Debtor's right title and interest in and to the Deposit
Account (as defined below) and all funds and other property from time to time
held therein or credited thereto (collectively, the "COLLATERAL").

         B.       Pursuant to the terms and conditions of one or more security
agreements, the Debtor has granted or will grant a security interest in and lien
upon, among other things, the Collateral to the Notes Collateral Agent for the
benefit of the holders (the "HOLDERS") of ___% Senior Secured Notes due 2009
issued by Sanmina-SCI Corporation, a Delaware corporation.

         C.       The Debtor, the Credit Facility Collateral Agent, the Notes
Collateral Agent and the Securities Intermediary are entering into this
Agreement to perfect the above-mentioned security interest in the Collateral.

                  SECTION 1. ESTABLISHMENT OF DEPOSIT ACCOUNT. The Financial
Institution hereby confirms and agrees that:

                  (a) The Financial Institution has established account number
[IDENTIFY ACCOUNT NUMBER] in the name "[IDENTIFY EXACT TITLE OF ACCOUNT]" (such
account and any successor account, the "DEPOSIT ACCOUNT") and the Financial
Institution shall not change the name or account number of the Deposit Account
without the prior written consent of the Notice Party (as defined below); and

                  (b) The Deposit Account is a "deposit account" within the
meaning of Section 9-102(a)(29) of the UCC.

                  As used herein, "NOTICE PARTY" shall mean: (a) the Credit
Facility Collateral Agent at all times prior to the date on which a Notice of
Termination is received by the Issuer from the Credit Facility Collateral Agent
pursuant to Section 12 herein, and (b) the Notes Collateral Agent at all times
after the date on which a Notice of Termination is received by the Issuer from
the Credit Facility Collateral Agent pursuant to Section 12 herein. For the
avoidance of doubt, there shall at no time be more than one Notice Party.

                  SECTION 2. CONTROL OF THE DEPOSIT ACCOUNT. If at any time the
Financial Institution shall receive any instructions originated by the Notice
Party directing the disposition of funds in the Deposit Account, the Financial
Institution shall comply with such instructions without further consent by the
Debtor

                                   Exhibit D-1

<PAGE>

or any other person. The Financial Institution hereby acknowledges that
it has received notice of the security interest of each Collateral Agent in the
Deposit Account and hereby acknowledges and consents to such lien.

                  SECTION 3. SUBORDINATION OF LIEN; WAIVER OF SET-OFF. In the
event that the Financial Institution has or subsequently obtains by agreement,
by operation of law or otherwise a security interest in the Deposit Account or
any funds credited thereto, the Financial Institution hereby agrees that such
security interest shall be subordinate to the security interest of each
Collateral Agent. Money and other items credited to the Deposit Account will not
be subject to deduction, set-off, banker's lien, or any other right in favor of
any person other than the Collateral Agents (except that the Financial
Institution may set off (i) all amounts due to the Financial Institution in
respect of customary fees and expenses for the routine maintenance and operation
of the Deposit Account and (ii) the face amount of any checks which have been
credited to such Deposit Account but are subsequently returned unpaid because of
uncollected or insufficient funds).

                  SECTION 4. CHOICE OF LAW. This Agreement and the Deposit
Account shall each be governed by the laws of the State of New York. Regardless
of any provision in any other agreement, for purposes of the UCC, New York shall
be deemed to be the Financial Institution's jurisdiction (within the meaning of
Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws
of the State of New York.

                  SECTION 5. CONFLICT WITH OTHER AGREEMENTS.

                  (a) In the event of any conflict between this Agreement (or
any portion thereof) and any other agreement now existing or hereafter entered
into, the terms of this Agreement shall prevail;

                  (b) No amendment or modification of this Agreement or waiver
of any right hereunder shall be binding on any party hereto unless it is in
writing and is signed by all of the parties hereto; and

                  (c) The Financial Institution hereby confirms and agrees that:

                  (i)      There are no other agreements entered into between
the Financial Institution and the Debtor with respect to the Deposit Account;
and

                  (ii)     It has not entered into, and until the termination of
this Agreement, will not enter into, any agreement with any other person
relating the Deposit Account and/or any funds credited thereto pursuant to which
it has agreed to comply with instructions originated by such persons as
contemplated by Section 9-104 of the UCC.

                  SECTION 6. ADVERSE CLAIMS. Except for the claims and interest
of the Collateral Agents and of the Debtor in the Deposit Account, the Financial
Institution does not know of any liens, claims or encumbrances relating to the
Deposit Account. If any person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process) against the Deposit Account, the Financial Institution will
promptly notify each Collateral Agent and the Debtor thereof.

                  SECTION 7. MAINTENANCE OF DEPOSIT ACCOUNT. In addition to,
and not in lieu of, the obligation of the Financial Institution to honor
instructions as set forth in Section 2 hereof, the Financial Institution agrees
to maintain the Deposit Account as follows:

                  (a) Statements and Confirmations. Upon request from the
Notice Party, the Financial Institution will promptly send copies of all
statements, confirmations and other correspondence concerning the Deposit
Account simultaneously to each of the Debtor and each Collateral Agent at the
address for each set forth in Section 11 of this Agreement; and

                                   Exhibit D-2

<PAGE>

                  (b) Tax Reporting. All interest, if any, relating to the
Deposit Account, shall be reported to the Internal Revenue Service and all state
and local taxing authorities under the name and taxpayer identification number
of the Debtor.

                  SECTION 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
FINANCIAL INSTITUTION. The Financial Institution hereby makes the following
representations, warranties and covenants:

                  (a) The Deposit Account has been established as set forth in
Section 1 and such Deposit Account will be maintained in the manner set forth
herein until termination of this Agreement; and

                  (b) This Agreement is the valid and legally binding
obligation of the Financial Institution.

                  SECTION 9. INDEMNIFICATION OF FINANCIAL INSTITUTION. The
Debtor and each Collateral Agent hereby agree that (a) the Financial Institution
is released from any and all liabilities to the Debtor and each Collateral Agent
arising from the terms of this Agreement and the compliance of the Financial
Institution with the terms hereof, except to the extent that such liabilities
arise from the Financial Institution's negligence and (b) the Debtor, its
successors and assigns shall at all times indemnify and save harmless the
Financial Institution from and against any and all claims, actions and suits of
others arising out of the terms of this Agreement or the compliance of the
Financial Institution with the terms hereof, except to the extent that such
arises from the Financial Institution's negligence, and from and against any and
all liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character arising by reason of the same, until the
termination of this Agreement.

                  SECTION 10. SUCCESSORS; ASSIGNMENT. The terms of this
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors or heirs and personal
representatives who obtain such rights solely by operation of law.

                  SECTION 11. NOTICES. Any notice, request or other
communication required or permitted to be given under this Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid,
addressed to the party at the address set forth below.

                  Debtor:                   [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Credit Facility
                  Collateral Agent:         [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Notes
                  Collateral Agent:         [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Financial Institution:    [INSERT ADDRESS]
                                            Attention:
                                            Telecopier:

                  Any party may change its address for notices in the manner set
forth above.

                                   Exhibit D-3

<PAGE>

                  SECTION 12. TERMINATION. This Agreement shall remain in
effect until receipt by the Financial Institution of written notices from each
of the Credit Facility Collateral Agent and the Notes Collateral Agent in
substantially the form of Exhibit A hereto (a "NOTICE OF TERMINATION"). The
rights and powers granted to each of the Credit Facility Collateral Agent and
the Notes Collateral Agent in this Agreement are powers coupled with an interest
and will not be affected by the insolvency or bankruptcy of the Debtor nor by
the lapse of time. This Agreement shall terminate with respect to the Credit
Facility Collateral Agent, but shall remain in effect with respect to the
Financial Institution, the Debtor and the Notes Collateral Agent, upon receipt
by the Financial Institution (with a copy to the Notes Collateral Agent) of a
Notice of Termination signed by the Credit Facility Collateral Agent. This
Agreement shall terminate with respect to the Notes Collateral Agent, but shall
remain in effect with respect to the Financial Institution, the Debtor and the
Credit Facility Collateral Agent, upon receipt by the Financial Institution
(with a copy to the Agent) of a Notice of Termination from the Notes Collateral
Agent. The termination of this Agreement shall not terminate the Deposit Account
or alter the obligations of the Financial Institution to the Debtor pursuant to
any other agreement with respect to the Deposit Account.

                  SECTION 13. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Agreement by signing and
delivering one or more counterparts.

                  [Remainder of page intentionally left blank.]

                                   Exhibit D-4

<PAGE>

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

                                            [DEBTOR]

                                            By:________________________
                                            Name:
                                            Title:

                                            LASALLE BUSINESS CREDIT, INC.,
                                             as Credit Facility Collateral Agent

                                            By:________________________
                                            Name:
                                            Title:

                                            STATE STREET BANK AND TRUST
                                            COMPANY OF CALIFORNIA, N.A.,
                                             as Notes Collateral Agent

                                            By:________________________
                                            Name:
                                            Title:

                                            [NAME OF FINANCIAL INSTITUTION],
                                            as Financial Institution

                                            By:________________________
                                            Name:
                                            Title:

                                   Exhibit D-5

<PAGE>

                                                                       EXHIBIT A
                                            TO DEPOSIT ACCOUNT CONTROL AGREEMENT

                   [Letterhead of Applicable Collateral Agent]

                                     [Date]

[Name and Address of Financial Institution]

Attention:

                  Re: Termination of Deposit Account Control Agreement

                  Reference is hereby made to the Deposit Account Control
Agreement dated as of [__________], 200[__] among [NAME OF THE DEBTOR], you
LASALLE BUSINESS CREDIT, INC., as Credit Facility Collateral Agent, and STATE
STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as Notes Collateral Agent (a
copy of which is attached). Capitalized terms used herein and not defined
herein, shall have the meanings assigned to such terms in such Deposit Account
Control Agreement.

                  You are hereby notified that the Deposit Account Control
Agreement is terminated with respect to the undersigned and you have no further
obligations to the undersigned thereunder. [IF THE DEPOSIT ACCOUNT CONTROL
AGREEMENT IS BEING TERMINATED AS TO ALL PARTIES, ADD: NOTWITHSTANDING ANY
PREVIOUS INSTRUCTIONS TO YOU, YOU ARE HEREBY INSTRUCTED TO ACCEPT ALL FUTURE
DIRECTIONS WITH RESPECT TO THE COLLATERAL FROM THE DEBTOR.] This notice
terminates any obligations you may have to the undersigned with respect to the
Collateral; however nothing contained in this notice shall alter any obligations
which you may otherwise owe to the Debtor pursuant to any other agreement.

                  You are instructed to deliver a copy of this notice by
facsimile transmission to [NAME OF THE DEBTOR].

                                            Very truly yours,

                                            [LASALLE BUSINESS CREDIT, INC.],
                                            as Credit Facility Collateral Agent]
                                            [STATE STREET BANK AND TRUST COMPANY
                                            OF CALIFORNIA, N.A.],
                                            as Notes Collateral Agent]

                                            By:________________________
                                            Name:
                                            Title:

cc:      [NAME OF THE DEBTOR]
         [LASALLE BUSINESS CREDIT, INC.]
         [STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.]

                                  Exhibit D-A-1

<PAGE>

                                                                    EXHIBIT J TO
                                                   CREDIT AND GUARANTY AGREEMENT

         RECORDING REQUESTED BY:
         Skadden, Arps, Slate, Meagher & Flom LLP

         AND WHEN RECORDED MAIL TO:

         Skadden, Arps, Slate, Meagher & Flom LLP
         300 South Grand Avenue
         Los Angeles, California 90071
         Attn: K. Kristine Dunn, Esq.

         RE: [NAME OF COMPANY]

         Location:
         Municipality:
         County:
         State:
--------------------------------------------------------------------------------
                                Space above this line for recorder's use only

             DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
                          AND LEASES AND FIXTURE FILING

         This DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES
AND FIXTURE FILING, dated as of December 23, 2002 (this "DEED OF TRUST"), by and
from [NAME OF GRANTOR], a [TYPE OF PERSON] ("GRANTOR"), having an address at
[___________], Attention: [___________], to [___________], as Trustee
("Trustee"), having an address at [__________], for the benefit of LASALLE
BUSINESS CREDIT, INC., as agent for Lenders and Lender Counterparties referred
to below (in such capacity, "BENEFICIARY"), having an address at 135 South
LaSalle Street, Suite 425, Chicago, Illinois 60603, Attention: Susan Hamilton.

                                    RECITALS:

         WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of December 23, 2002 (as it may be amended, supplemented or
otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
SANMINA-SCI CORPORATION ("COMPANY"), certain Subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT
PARTNERS L.P., as Lead Arranger, Syndication Agent and Administrative Agent, and
Beneficiary, as Collateral Agent and as Documentation Agent;

         WHEREAS, subject to the terms and conditions of the Credit Agreement,
Grantor may enter into one or more Hedge Agreements with one or more Lender
Counterparties;

                                   EXHIBIT J-1

<PAGE>

         WHEREAS, in consideration of the extensions of credit and other
accommodations of Lenders and Lender Counterparties as set forth in the Credit
Agreement and the Hedge Agreements, respectively, Grantor has agreed, subject to
the terms and conditions hereof, each other Credit Document and each of the
Hedge Agreements, to secure Grantor's obligations under the Credit Documents and
the Hedge Agreements as set forth herein; and

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Beneficiary and Grantor agree as
follows:

SECTION 1. DEFINITIONS

         1.1. DEFINITIONS. Capitalized terms used herein  (including the
recitals hereto) not otherwise defined herein shall have the meanings
ascribed thereto in the Credit Agreement. In addition, as used herein,
the following terms shall have the following meanings:

         "INDEBTEDNESS" means (i) with respect to Company, all obligations and
liabilities of every nature of Company now or hereafter existing under or
arising out of or in connection with the Credit Agreement and the other Credit
Documents and any Hedge Agreement; and (ii) with respect to any other Grantor,
all obligations and liabilities of every nature of such Grantor now or hereafter
existing under or arising out of or in connection with any other Credit
Document, in each case together with all extensions or renewals thereof, whether
for principal, interest (including interest that, but for the filing of a
petition in bankruptcy with respect to Company, would accrue on such
obligations, whether or not a claim is allowed against Company for such interest
in the related bankruptcy proceeding), payments for early termination of Hedge
Agreements, fees, expenses, indemnities or otherwise, whether voluntary or
involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later increased, created or incurred,
and all or any portion of such obligations or liabilities that are paid, to the
extent all or any part of such payment is avoided or recovered directly or
indirectly from Grantor, any Lender or Lender Counterparty as a preference,
fraudulent transfer or otherwise, and all obligations of every nature of Grantor
now or hereafter existing under this Deed of Trust.

         "MORTGAGED PROPERTY" means all of Grantor's interest in (i) the real
property described in Exhibit A, together with any greater or additional estate
therein as hereafter may be acquired by Grantor (the "LAND"); (ii) all
improvements now owned or hereafter acquired by Grantor, now or at any time
situated or constructed upon the Land subject to the Permitted Liens (the
"IMPROVEMENTS"); (iii) all materials, supplies, equipment, apparatus and other
items of personal property now owned or hereafter acquired by Grantor and now or
hereafter attached to or installed in and used in connection with any of the
Improvements or the Land, and water, gas, electrical, telephone, storm and
sanitary sewer facilities and all other utilities serving the Improvements or
the Land whether or not situated in easements, in each case which are so
attached or affixed to the Improvements or the Land as to constitute fixtures
(the "FIXTURES"; the Land, Improvements and Fixtures are collectively referred
to as the "PREMISES"); (iv) all leases, licenses, concessions, occupancy
agreements or other agreements (written or oral, now or at any time in effect)
which grant to any Person (other than Grantor) a possessory interest in, or the
right to use, all or any part of the Premises (the "LEASES"); (v) all of the
rents, issues, profits, revenues, proceeds, security and other types of deposits
subject to depositors rights and requirements of law, and other benefits paid or
payable by parties to the Leases (other than Grantor) for using, leasing,
licensing, possessing, operating from, residing in, selling or otherwise
enjoying the Premises (the "RENTS"); (vi) to the extent mortgagable or
assignable all construction contracts, architects' agreements, engineers'
contracts, utility contracts, maintenance agreements, management agreements,
service contracts, listing agreements, guaranties, warranties, permits,
licenses, certificates and entitlements in any way relating to the construction,
use, occupancy, operation, maintenance, enjoyment or ownership of the Premises
(the "PROPERTY AGREEMENTS"); (vii) to the extent mortgagable or assignable all
rights, privileges, tenements, hereditaments, rights-of-way, easements, and
appurtenances appertaining to the Premises; (viii) all accessions, replacements
and substitutions for any of the foregoing and all proceeds thereof (the
"PROCEEDS"); (ix) all insurance policies, unearned premiums therefor and
proceeds from such policies covering any of the above property now or hereafter
acquired by Grantor (the "INSURANCE"); and (x) all of Grantor's right, title and
interest in and to any

                                   EXHIBIT J-2

<PAGE>

awards, damages, remunerations, reimbursements, settlements or compensation made
by any governmental authority for the condemnation, or deed in lieu of
condemnation, of the Premises (the "CONDEMNATION AWARDS"). As used in this Deed
of Trust, the term "Mortgaged Property" shall mean all or, where the context
permits or requires, any portion of the above or any interest therein.

         "OBLIGATIONS" means all of the agreements, covenants and other
obligations of Grantor (including, without limitation, the obligation to repay
the Indebtedness) under the Credit Agreement, any other Credit Documents or any
of the Hedge Agreements.

         "UCC" means the Uniform Commercial Code of New York or, if the
creation, perfection and enforcement of any security interest herein granted is
governed by the laws of a state other than New York, then, as to the matter in
question, the Uniform Commercial Code in effect in that state.

         1.2. INTERPRETATION. References to "Sections" shall be to Sections of
this Deed of Trust unless otherwise specifically provided. Section headings in
this Deed of Trust are included herein for convenience of reference only and
shall not constitute a part of this Deed of Trust for any other purpose or be
given any substantive effect. The rules of construction set forth in Section 1.3
of the Credit Agreement shall be applicable to this Deed of Trust mutatis
mutandis. If any conflict or inconsistency exists between this Deed of Trust and
the Credit Agreement, the Credit Agreement shall govern.

SECTION 2. GRANT

         To secure the full and timely payment of the Indebtedness and the full
and timely performance of the Obligations, Grantor GRANTS, BARGAINS, ASSIGNS,
SELLS and CONVEYS, to Trustee the Mortgaged Property, subject, however, to the
Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property IN TRUST, WITH POWER
OF SALE, and Grantor does hereby bind itself, its successors and assigns to
WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee,
subject to the Permitted Liens.

SECTION 3. WARRANTIES, REPRESENTATIONS AND COVENANTS

         3.1. TITLE. Grantor represents and warrants to Beneficiary that except
for the Permitted Liens, (a) Grantor owns the Mortgaged Property free and clear
of any liens, claims or interests, and (b) this Deed of Trust creates valid,
enforceable first priority liens and security interests against the Mortgaged
Property.

         3.2. FIRST LIEN STATUS. Grantor shall preserve and protect the first
lien and security interest status of this Deed of Trust. If any lien or security
interest other than a Permitted Lien is asserted against the Mortgaged Property
that is not otherwise permitted under the Credit Agreement, Grantor shall
promptly, and at its expense, (a) give Beneficiary a detailed written notice of
such lien or security interest (including origin, amount and other terms), and
(b) pay the underlying claim in full or take such other action so as to cause it
to be released.

         3.3. PAYMENT AND PERFORMANCE. Grantor shall pay the Indebtedness
when due under the Credit Documents and shall perform the Obligations in full
when they are required to be performed as required under the Credit Documents.

         3.4. REPLACEMENT OF FIXTURES AND PERSONALTY. Except as permitted under
the Credit Agreement, Grantor shall not, without the prior written consent of
Beneficiary, permit any of the Fixtures to be removed at any time from the Land
or Improvements, unless the removed item is removed temporarily for maintenance
and repair or, if removed permanently, is obsolete and is replaced by an article
of equal or better suitability and value, owned by Grantor subject to the liens
and security interests of this Deed of Trust and the other Credit Documents, and
free and clear of any other lien or security interest except such as may be
permitted under the Credit Agreement or first approved in writing by
Beneficiary.

                                   EXHIBIT J-3

<PAGE>

         3.5. INSPECTION. Subject to the Credit Agreement, Grantor shall permit
Beneficiary, and Beneficiary's agents, representatives and employees, upon
reasonable prior notice to Grantor, to inspect the Mortgaged Property and all
books and records of Grantor located thereon, and to conduct such environmental
and engineering studies as Beneficiary may reasonably require; provided, such
inspections and studies shall not materially interfere with the use and
operation of the Mortgaged Property. Beneficiary shall not, however, have the
right to conduct any such inspections or studies more frequently than once in
any calendar year, unless an Event of Default has occurred and is continuing or
Beneficiary has reasonable grounds to believe that a release of Hazardous
Materials has occurred at the Premises in violation of Environmental Laws.
Beneficiary will repair or cause to be repaired any damage to the Mortgaged
Property caused by such inspections or studies.

         3.6. COVENANTS RUNNING WITH THE LAND. All Obligations contained in
this Deed of Trust are intended by Grantor and Beneficiary to be, and shall be
construed as, covenants running with the Mortgaged Property. As used herein,
"Grantor" shall refer to the party named in the first paragraph of this Deed of
Trust and to any subsequent owner of all or any portion of the Mortgaged
Property. All Persons who may have or acquire an interest in the Mortgaged
Property shall be deemed to have notice of the terms of the Credit Agreement and
the other Credit Documents, and shall take title to the Mortgaged Property
subject to this Deed of Trust, the Credit Agreement and the other Credit
Documents; however, no such party shall be entitled to any rights thereunder
without the prior written consent of Beneficiary.

         3.7. CONDEMNATION AWARDS AND INSURANCE PROCEEDS. Grantor assigns all
awards and compensation to which it is entitled for any condemnation or other
taking, or any purchase in lieu thereof, to Beneficiary and authorizes
Beneficiary to collect and receive such awards and compensation and to give
proper receipts and acquittances therefor, subject to the terms of the Credit
Agreement. Grantor assigns to Beneficiary all proceeds of any insurance policies
insuring against loss or damage to the Mortgaged Property, subject to the terms
of the Credit Agreement. Grantor authorizes Beneficiary to collect and receive
such proceeds and authorizes and directs the issuer of each of such insurance
policies to make payment for all such losses directly to Beneficiary, instead of
to Grantor and Beneficiary jointly, subject to the terms of the Credit
Agreement. Beneficiary shall, however, pay over to Grantor all such awards,
compensation and proceeds as and when provided in the Credit Agreement for
application in accordance with the terms thereof.

         3.8. CHANGE IN TAX LAW. Upon the enactment of or change in (including,
without limitation, a change in interpretation of) any applicable law (i)
deducting or allowing Grantor to deduct from the value of the Mortgaged Property
for the purpose of taxation any lien or security interest thereon or (ii)
subjecting Beneficiary or any of the Lenders to any tax or changing the basis of
taxation of mortgages, deeds of trust, or other liens or debts secured thereby,
or the manner of collection of such taxes, in each such case so as to affect
this Deed of Trust, the Indebtedness or Beneficiary, and the result is to
increase the taxes imposed upon or the cost to Beneficiary of maintaining the
Indebtedness, or to reduce the amount of any payments receivable hereunder,
then, and in any such event, Grantor shall, on demand, pay to Beneficiary and
the Lenders such additional reasonable amounts as are necessary to compensate
for such increased costs or reduced amounts, provided that if any such payment
or reimbursement shall be unlawful, or taxable to Beneficiary, or would
constitute usury or render the Indebtedness wholly or partially usurious under
applicable law, then Grantor shall pay or reimburse Beneficiary or the Lenders
for payment of the lawful and non-usurious portion thereof.

         3.9. MORTGAGE TAX. Grantor shall (i) pay when due any tax imposed upon
it or upon Beneficiary or any Lender pursuant to the tax law of the state and
each other jurisdiction in which the Mortgaged Property is located in connection
with the execution, delivery and recordation of this Deed of Trust, and (ii)
prepare, execute and file any form required to be prepared, executed and filed
in connection therewith. Grantor shall be entitled to contest any such tax in
any matter permitted by law that does not impair the validity, enforceability or
priority of this Deed of Trust or any of the rights or entitlements of
Beneficiary or any Lender hereunder.

         3.10. REDUCTION OF SECURED AMOUNT. In the event that the amount
secured by this Deed of Trust is less than the Indebtedness, then the amount
secured shall be reduced only by the last and final sums that Grantor or

                                   EXHIBIT J-4

<PAGE>

Company repays with respect to the Indebtedness and shall not be reduced by any
intervening repayments of the Indebtedness unless arising from the Mortgaged
Property. So long as the balance of the Indebtedness exceeds the amount secured,
any payments of the Indebtedness shall not be deemed to be applied against, or
to reduce, the portion of the Indebtedness secured by this Deed of Trust. Such
payments shall instead be deemed to reduce only such portions of the
Indebtedness as are secured by other collateral located outside of the state in
which the Mortgaged Property is located or as are unsecured.

SECTION 4. DEFAULT AND FORECLOSURE

         4.1. REMEDIES. If an Event of Default has occurred and is continuing,
Beneficiary may, at Beneficiary's election and by or through Trustee or
otherwise, exercise any or all of the following rights, remedies and recourses
(without limitation of any rights, remedies or recourse Beneficiary may have
pursuant to the Credit Documents in connection with such Event of Default):

         (a) to the extent and in the manner permitted by law, enter the
Mortgaged Property and take exclusive possession thereof. If Grantor remains in
possession of the Mortgaged Property after an Event of Default and without
Beneficiary's prior written consent, Beneficiary may invoke any legal remedies
to dispossess Grantor;

         (b) to the extent and in the manner permitted by law, hold, lease,
develop, manage, operate or otherwise use the Mortgaged Property upon such terms
and conditions as Beneficiary may deem reasonable under the circumstances
(making such repairs, alterations, additions and improvements and taking other
actions, from time to time, as Beneficiary deems necessary or desirable), and
apply all Rents and other amounts collected by Beneficiary in connection
therewith in accordance with the provisions hereof;

         (c) elect to sell the Premises by power of sale in the manner provided
by law or institute proceedings for the complete foreclosure of this Deed of
Trust by judicial action, in which case the Mortgaged Property may be sold for
cash or credit (to the extent permitted by law), in one or more parcels. With
respect to any notices required or permitted under the UCC, Grantor agrees that
ten (10) days' prior written notice shall be deemed commercially reasonable. At
any such sale by virtue of any judicial proceedings, power of sale, or any other
legal right, remedy or recourse, the title to and right of possession of any
such property shall pass to the purchaser thereof, and to the fullest extent
permitted by law, Grantor shall be completely and irrevocably divested of all of
its right, title, interest, claim, equity, equity of redemption, and demand
whatsoever, either at law or in equity, in and to the property sold and such
sale shall be a perpetual bar both at law and in equity against Grantor, and
against all other Persons claiming or to claim the property sold or any part
thereof, by, through or under Grantor. Beneficiary or any of the Lenders may be
a purchaser at such sale and if Beneficiary is the highest bidder, Beneficiary
shall credit the portion of the purchase price that would be distributed to
Beneficiary against the Indebtedness in lieu of paying cash. In the event this
Deed of Trust is foreclosed by judicial action, appraisement of the Mortgaged
Property is waived;

         (d) make application to a court of competent jurisdiction for, without
regard to the adequacy of the Mortgaged Property for the repayment of the
Indebtedness, the appointment of a receiver of the Mortgaged Property. Any such
receiver shall have all the usual powers and duties of receivers in similar
cases, including the full power to rent, maintain and otherwise operate the
Mortgaged Property upon such terms as may be approved by the court, and shall
apply such Rents in accordance with the provisions hereof; and/or

         (e) exercise all other rights, remedies and recourses granted under the
Credit Documents or otherwise available at law or in equity.

         4.2. SEPARATE SALES. The Mortgaged Property may be sold in one or
more parcels and in such manner and order as Trustee in its sole discretion may
elect; the right of sale arising out of any Event of Default shall not be
exhausted by any one or more sales.

                                   EXHIBIT J-5

<PAGE>

         4.3. REMEDIES CUMULATIVE, CONCURRENT AND NONEXCLUSIVE. Beneficiary and
Trustee shall have all rights, remedies and recourses granted in the Credit
Documents and available at law or equity  (including the UCC), which rights (a)
shall be cumulated and concurrent, (b) may be pursued separately, successively
or concurrently against Grantor or others obligated under the Credit Documents,
or against the Mortgaged Property, or against any one or more of them, at the
sole discretion of Beneficiary or the Lenders, as the case may be, (c) may be
exercised as often as occasion therefor shall arise, and the exercise or failure
to exercise any of them shall not be construed as a waiver or release thereof or
of any other right, remedy or recourse, and (d) are intended to be, and shall
be, nonexclusive. No action by Beneficiary or the Lenders or Trustee in the
enforcement of any rights, remedies or recourses under this Deed of Trust or
otherwise at law or equity shall be deemed to cure any Event of Default.

         4.4. RELEASE OF AND RESORT TO COLLATERAL. Beneficiary may release,
regardless of consideration and without the necessity for any notice to or
consent by the holder of any subordinate lien on the Mortgaged Property, any
part of the Mortgaged Property without, as to the remainder, in any way
impairing, affecting, subordinating or releasing the lien or security interest
created in or evidenced by this Deed of Trust or their status as a first and
prior lien and security interest in and to the Mortgaged Property. For payment
of the Indebtedness, Beneficiary may resort to any other security in such order
and manner as Beneficiary may elect.

         4.5. WAIVER OF REDEMPTION, NOTICE AND MARSHALLING OF ASSETS. To the
fullest extent permitted by law, Grantor hereby irrevocably and unconditionally
waives and releases (a) all benefit that might accrue to Grantor by virtue of
any present or future statute of limitations or law or judicial decision
exempting the Mortgaged Property from attachment, levy or sale on execution or
providing for any stay of execution, exemption from civil process, redemption or
extension of time for payment; (b) except as provided for in the Credit
Documents, all notices of any Event of Default or of any election by Trustee or
Beneficiary to exercise or the actual exercise of any right, remedy or recourse
to which Beneficiary or the Lenders or Trustee is entitled under the Credit
Documents; and (c) any right to a marshalling of assets or a sale in inverse
order of alienation.

         4.6. DISCONTINUANCE OF PROCEEDINGS. Except as may otherwise be
provided in the Credit Agreement or the other Credit Documents, if Beneficiary
or the Lenders or Trustee shall have proceeded to invoke any right, remedy or
recourse permitted under the Credit Documents and shall thereafter elect to
discontinue or abandon it for any reason, Beneficiary or the Lenders or Trustee
shall have the unqualified right to do so and, in such an event, Grantor,
Beneficiary, the Lenders and Trustee shall be restored to their former positions
with respect to the Indebtedness, the Obligations, the Credit Documents, the
Mortgaged Property and otherwise, and the rights, remedies, recourses and powers
of Beneficiary or the Lenders and Trustee shall continue as if the right, remedy
or recourse had never been invoked, but no such discontinuance or abandonment
shall waive any Event of Default which may then exist or the right of
Beneficiary or the Lenders or Trustee thereafter to exercise any right, remedy
or recourse under the Credit Documents for such Event of Default.

         4.7. APPLICATION OF PROCEEDS. During the continuance of an Event of
Default, the proceeds of any sale of, and the Rents generated by, the Mortgaged
Property shall be applied by Beneficiary (or the receiver, if one is appointed)
in the following order unless otherwise required by applicable law, and subject
to the terms of the Intercreditor Agreement to the extent then in effect: first,
to the payment of the costs and expenses of taking possession of the Mortgaged
Property and of holding, using, leasing, repairing, improving and selling the
same, including, without limitation, (i) trustee's and receiver's fees and
expenses, including the repayment of the amounts evidenced by any receiver's
certificates, (ii) court costs, (iii) reasonable attorneys' and accountants'
fees and expenses, and (iv) reasonable costs of advertisement; second, to the
extent of any excess of such proceeds, to the payment of the Indebtedness for
the ratable benefit of the Lenders and the Lender Counterparties; and third, to
the extent of any excess of such proceeds, to the payment to or upon the order
of Grantor or to whosoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.

         4.8. OCCUPANCY AFTER FORECLOSURE. To the fullest extent permitted by
law, any foreclosure sale of the Mortgaged Property or any part thereof will
divest all right, title and interest of Grantor in and to the property

                                   EXHIBIT J-6

<PAGE>

sold. Subject to applicable law, any purchaser at a foreclosure sale will
receive immediate possession of the property purchased. If Grantor retains
possession of such property or any part thereof subsequent to such sale, Grantor
will be considered a tenant at sufferance of the purchaser, and will, if Grantor
remains in possession after demand to remove, be subject to eviction and
removal, forcible or otherwise, by process of law.

         4.9. ADDITIONAL ADVANCES AND DISBURSEMENTS; COSTS OF ENFORCEMENT. If
any Event of Default exists, Beneficiary and each of the Lenders and Trustee
shall have the right, but not the obligation, to cure such Event of Default in
the name and on behalf of Grantor in accordance with the Credit Agreement. All
sums advanced and expenses incurred at any time by Beneficiary or any Lender
under this Section, or otherwise under this Deed of Trust or applicable law,
shall bear interest from the date that such sum is advanced or expense incurred
if not repaid within ten (10) days after demand therefor, to and including the
date of reimbursement, computed at the rate or rates at which interest is then
computed on the Indebtedness, and all such sums, together with interest thereon,
shall be secured by this Deed of Trust. Grantor shall pay all expenses
(including reasonable attorneys' fees and expenses) of or incidental to the
perfection and enforcement of this Deed of Trust, or the enforcement, compromise
or settlement of any claim under this Deed of Trust, and for the curing thereof,
or for defending or asserting the rights and claims of Beneficiary or the
Lenders in respect thereof, by litigation or otherwise.

         4.10. NO MORTGAGEE IN POSSESSION. Neither the enforcement of any of
the remedies under this Section, the assignment of the Rents and Leases under
Section 5, the security interests under Section 6, nor any other remedies
afforded to Beneficiary or the Lenders under the Credit Documents, at law or in
equity shall cause Beneficiary or any Lender or Trustee to be deemed or
construed to be a mortgagee in possession of the Mortgaged Property, to obligate
Beneficiary or any Lender or Trustee to lease the Mortgaged Property or attempt
to do so, or to take any action, incur any expense, or perform or discharge any
obligation, duty or liability whatsoever under any of the Leases or otherwise.

         4.11. INTERCREDITOR AGREEMENT. Notwithstanding anything herein to the
contrary, the relative rights and remedies of Beneficiary and the Secured
Parties (as defined in the Pledge and Security Agreement) shall be subject to
and governed by the terms of the Intercreditor Agreement at any time the
Intercreditor Agreement is in effect. In the event of any inconsistency between
the terms hereof and the Intercreditor Agreement, the Intercreditor Agreement
shall control at any time the Intercreditor Agreement is in effect.

SECTION 5. ASSIGNMENT OF RENTS AND LEASES

         5.1. ASSIGNMENT. In furtherance of and in addition to the assignment
made by Grantor herein, Grantor hereby absolutely and unconditionally assigns,
sells, transfers and conveys to Trustee (for the benefit of Beneficiary) and to
Beneficiary all of its right, title and interest in and to all Leases, whether
now existing or hereafter entered into, and all of its right, title and interest
in and to all Rents. This assignment is an absolute assignment and not an
assignment for additional security only. So long as no Event of Default shall
have occurred and be continuing, Grantor shall have a revocable license from
Beneficiary and Trustee to exercise all rights extended to the landlord under
the Leases, including the right to receive and collect all Rents and to hold the
Rents in trust for use in the payment and performance of the Obligations and to
otherwise use the same. The foregoing license is granted subject to the
conditional limitation that no Event of Default shall have occurred and be
continuing. Upon the occurrence and during the continuance of an Event of
Default, whether or not legal proceedings have commenced, and without regard to
waste, adequacy of security for the Obligations or solvency of Grantor, the
license herein granted shall automatically expire and terminate, without notice
by Beneficiary or Trustee (any such notice being hereby expressly waived by
Grantor).

         5.2. PERFECTION UPON RECORDATION. Grantor acknowledges that
Beneficiary and Trustee have taken all reasonable actions necessary to obtain,
and that upon recordation of this Deed of Trust Beneficiary and Trustee shall
have, to the extent permitted under applicable law, a valid and fully perfected,
first priority, present assignment of the Rents arising out of the Leases and
all security for such Leases subject to the Permitted Liens and in the case of
security deposits, rights of depositors and requirements of law. Grantor
acknowledges and agrees that upon recordation of this Deed of Trust
Beneficiary's interest in the Rents shall be deemed to be fully perfected,
"choate"

                                   EXHIBIT J-7

<PAGE>

and in force as to Grantor and all third parties, including, without limitation,
any subsequently appointed trustee in any case under Title 11 of the United
States Code (the "BANKRUPTCY CODE"), without the necessity of commencing a
foreclosure action with respect to this Deed of Trust, making formal demand for
the Rents, obtaining the appointment of a receiver or taking any other
affirmative action.

         5.3. BANKRUPTCY PROVISIONS. Without limitation of the absolute nature
of the assignment of the Rents hereunder, Grantor and Beneficiary agree that (a)
this Deed of Trust shall constitute a "security agreement" for purposes of
Section 552(b) of the Bankruptcy Code, (b) the security interest created by this
Deed of Trust extends to Rents collected by Grantor after the recording of this
Deed of Trust but before the commencement of a case in bankruptcy, and (c) such
security interest shall extend to all Rents acquired by the estate after the
commencement of any case in bankruptcy.

SECTION 6. SECURITY AGREEMENT

         6.1. SECURITY INTEREST. This Deed of Trust constitutes a "security
agreement" on personal property within the meaning of the UCC and other
applicable law and with respect to the Fixtures, Leases, Rents, Property
Agreements, Proceeds, Insurance and Condemnation Awards. To this end, Grantor
grants to Beneficiary a first and prior security interest in the Fixtures,
Leases, Rents, Property Agreements, Proceeds, Insurance, Condemnation Awards and
all other Mortgaged Property which is personal property to secure the payment of
the Indebtedness and performance of the Obligations subject to the Permitted
Liens, and agrees that Beneficiary shall have all the rights and remedies of a
secured party under the UCC with respect to such property. Any notice of sale,
disposition or other intended action by Beneficiary with respect to the
Fixtures, Leases, Rents, Property Agreements, Proceeds, Insurance and
Condemnation Awards sent to Grantor at least ten (10) days prior to any action
under the UCC shall constitute reasonable notice to Grantor.

         6.2. FINANCING STATEMENTS. Grantor shall execute and deliver to
Beneficiary, in form and substance reasonably satisfactory to Beneficiary, such
financing statements and such further assurances as Beneficiary may, from time
to time, reasonably consider necessary to create, perfect and preserve
Beneficiary's security interest hereunder and Beneficiary may cause such
statements and assurances to be recorded and filed, at such times and places as
may be required or permitted by law to so create, perfect and preserve such
security interest. Grantor's chief executive office is at the address set forth
on Appendix B to the Credit Agreement.

         6.3. FIXTURE FILING. This Deed of Trust shall also constitute a
"fixture filing" for the purposes of the UCC against all of the Mortgaged
Property which is or is to become fixtures located at the Land or Improvements.
Information concerning the security interest herein granted may be obtained at
the addresses of Grantor (which, for purposes of such fixture filing, shall be
the "Debtor") and Beneficiary (which, for purposes of such fixture filing, shall
be the "Secured Party") as set forth in the first paragraph of this Deed of
Trust.

SECTION 7. ATTORNEY-IN-FACT

         Grantor hereby irrevocably appoints Beneficiary and its successors and
assigns, as its attorney-in-fact, which agency is coupled with an interest and
with full power of substitution, (a) to execute and/or record any notices of
completion, cessation of labor or any similar notices that Beneficiary deems
appropriate to protect Beneficiary's interest, if Grantor shall fail to do so
within ten (10) days after written request by Beneficiary, (b) upon the issuance
of a deed pursuant to the foreclosure of this Deed of Trust or the delivery of a
deed in lieu of foreclosure, to execute all instruments of assignment,
conveyance or further assurance with respect to the Leases, Rents, Fixtures,
Property Agreements, Proceeds, Insurance and Condemnation Awards in favor of the
grantee of any such deed and as may be necessary or desirable for such purpose,
(c) to prepare, execute and file or record financing statements, continuation
statements, applications for registration and like papers necessary to create,
perfect or preserve Beneficiary's security interests and rights in or to any of
the Mortgaged Property, and (d) while any Event of Default exists, to perform
any obligation of Grantor hereunder; provided, (i) Beneficiary shall not under
any circumstances be obligated to perform any obligation of Grantor; (ii) any
sums advanced by Beneficiary in such performance shall be

                                   EXHIBIT J-8

<PAGE>

added to and included in the Indebtedness and shall bear interest at the rate or
rates at which interest is then computed on the Indebtedness provided that from
the date incurred said advance is not repaid within ten (10) days demand
therefor; (iii) Beneficiary as such attorney-in-fact shall only be accountable
for such funds as are actually received by Beneficiary; and (iv) Beneficiary
shall not be liable to Grantor or any other person or entity for any failure to
take any action which it is empowered to take under this Section.

SECTION 8. CONCERNING THE TRUSTEE

         8.1  CERTAIN RIGHTS. With the approval of Beneficiary, Trustee shall
have the right to select, employ and consult with counsel. Trustee shall have
the right to rely on any instrument, document or signature authorizing or
supporting any action taken or proposed to be taken by it hereunder, believed by
it in good faith to be genuine. Trustee shall be entitled to reimbursement for
actual, reasonable expenses incurred by it in the performance of its duties and
to reasonable compensation for Trustee's services hereunder as shall be
rendered. Grantor shall, from time to time, pay the compensation due to Trustee
hereunder and reimburse Trustee for, and indemnify, defend and save Trustee
harmless against, all liability and reasonable expenses which may be incurred by
it in the performance of its duties; however, Grantor shall not be liable under
such indemnification to the extent such liability or expenses result from
Trustee's negligence, willful misconduct, Trustee's breach of its obligations
under this Deed of Trust or violation of law, or from Beneficiary's or any
Lender's or Lender Counterparty's breach of its obligations under this Deed of
Trust, any Hedge Agreement, or any Credit Document. In the event that
Beneficiary, any of the Lenders, or any of their respective affiliates is
substituted as Trustee hereunder, the indemnification and limitation on
liability provisions of the Credit Agreement benefiting the Agents and Lenders
(which are incorporated herein by this reference) shall apply to said
Beneficiary, Lender or affiliate in its capacity as Trustee and shall supersede
the provisions of the preceding sentence.

         8.2 RETENTION OF MONEY. All moneys received by Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated in any manner from any other
moneys (except to the extent required by law), and Trustee shall be under no
liability for interest on any moneys received by it hereunder (except to the
extent provided by law).

         8.3 SUCCESSOR TRUSTEES. If Trustee or any successor Trustee shall die,
resign or become disqualified from acting in the execution of this trust, or
Beneficiary shall desire to appoint a substitute Trustee, Beneficiary shall have
full power to appoint one or more substitute Trustees and, if preferred, several
substitute Trustees in succession who shall succeed to all the estates, rights,
powers and duties of Trustee. Such appointment may be executed by any authorized
agent of Beneficiary and as so executed, such appointment shall be conclusively
presumed to be executed with authority, valid and sufficient, without further
proof of any action.

         8.4 PERFECTION OF APPOINTMENT. Should any deed, conveyance or
instrument of any nature be reasonably required from Grantor by any successor
Trustee to more fully and certainly vest in and confirm to such successor
Trustee such estates, rights, powers and duties, then, upon request by such
Trustee, all such deeds, conveyances and instruments shall be made, executed,
acknowledged and delivered and shall be caused to be recorded and/or filed by
Grantor.

SECTION 9. BENEFICIARY AS AGENT

         Beneficiary has been appointed to act as Beneficiary hereunder by
Lenders and, by their acceptance of the benefits hereof, Lender Counterparties.
Beneficiary shall be obligated, and shall have the right hereunder, to make
demands, to give notices, to exercise or refrain from exercising any rights, and
to take or refrain from taking any action (including the release or substitution
of Mortgaged Property), solely in accordance with this Deed of Trust, the Credit
Agreement and the Intercreditor Agreement to the extent then in effect;
provided, Beneficiary shall exercise, or refrain from exercising, any remedies
provided for herein in accordance with the instructions of (a) Requisite
Lenders, or (b) after payment in full of all Obligations under the Credit
Agreement and the other Credit Documents, the holders of a majority of the
aggregate notional amount (or, with respect to any Hedge Agreement

                                   EXHIBIT J-9

<PAGE>

that has been terminated in accordance with its terms, the amount then due and
payable (exclusive of expenses and similar payments but including any early
termination payments then due) under such Hedge Agreement) under all Hedge
Agreements (Requisite Lenders or, if applicable, such holders being referred to
herein as "REQUISITE OBLIGEES"). In furtherance of the foregoing provisions of
this Section, each Lender Counterparty, by its acceptance of the benefits
hereof, agrees that it shall have no right individually to realize upon any of
the Mortgaged Property, it being understood and agreed by such Lender
Counterparty that all rights and remedies hereunder may be exercised solely by
Beneficiary for the benefit of Lenders and Lender Counterparties in accordance
with the terms of this Section. Beneficiary shall at all times be the same
Person that is Collateral Agent under the Pledge and Security Agreement. Written
notice of resignation by Collateral Agent pursuant to terms of the Pledge and
Security Agreement shall also constitute notice of resignation as Beneficiary
under this Deed of Trust; removal of Collateral Agent pursuant to the terms of
the Pledge and Security Agreement shall also constitute removal as Beneficiary
under this Deed of Trust; and appointment of a successor Collateral Agent
pursuant to the terms of the Pledge and Security Agreement shall also constitute
appointment of a successor Beneficiary under this Deed of Trust. Upon the
acceptance of any appointment as Collateral Agent under the terms of the Pledge
and Security Agreement by a successor Collateral Agent, that successor
Collateral Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Beneficiary
under this Deed of Trust, and the retiring or removed Beneficiary under this
Deed of Trust shall promptly (i) transfer to such successor Beneficiary all
sums, securities and other items of Mortgaged Property held hereunder, together
with all records and other documents necessary or appropriate in connection with
the performance of the duties of the successor Beneficiary under this Deed of
Trust, and (ii) execute and deliver to such successor Beneficiary such
assignments of this Deed of Trust and amendments to financing statements, and
take such other actions, as may be necessary or appropriate in connection with
the assignment to such successor Beneficiary of the security interests created
hereunder, whereupon such retiring or removed Beneficiary shall be discharged
from its duties and obligations under this Deed of Trust thereafter accruing.
After any retiring or removed Collateral Agent's resignation or removal
hereunder as Beneficiary, the provisions of this Deed of Trust shall continue to
inure to its benefit as to any actions taken or omitted to be taken by it under
this Deed of Trust while it was Beneficiary hereunder.

SECTION 10. LOCAL LAW PROVISIONS

                   [to be provided, if any, by local counsel]

SECTION 11. MISCELLANEOUS

         Any notice required or permitted to be given under this Deed of Trust
shall be given in accordance with Section 10.1 of the Credit Agreement. No
failure or delay on the part of Beneficiary or any Lender or Trustee in the
exercise of any power, right or privilege hereunder or under any other Credit
Document shall impair such power, right or privilege or be construed to be a
waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Deed of Trust and the other Credit Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.
In case any provision in or obligation under this Deed of Trust shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby. All covenants hereunder shall be given independent
effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists. This Deed of Trust shall be binding upon and inure to the
benefit of Beneficiary and Grantor and their respective successors and assigns.
Except as permitted in the Credit Agreement, Grantor shall not, without the
prior written consent of Beneficiary, assign any rights, duties or obligations
hereunder. Upon payment in full of the Indebtedness and performance in full of
the Obligations, or upon a sale of the Mortgaged Property permitted by, subject
to and in accordance with the terms and provisions of the Credit Agreement,
Beneficiary, at Grantor's expense, shall release the liens and security
interests created by this Deed of Trust or reconvey the Mortgaged Property to
Grantor or, at

                                  EXHIBIT J-10

<PAGE>

the request of Grantor, assign this Deed of Trust without recourse. This Deed of
Trust and the other Credit Documents embody the entire agreement and
understanding between Beneficiary and Grantor and supersede all prior agreements
and understandings between such parties relating to the subject matter hereof
and thereof. Accordingly, the Credit Documents may not be contradicted by
evidence of prior, contemporaneous or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties. This Deed of Trust
shall be governed by and construed under the laws of the State in which the
Premises are located. Grantor acknowledges that the underlying Obligations
secured by this Deed of Trust and the rights and obligations of Grantor, Company
and Beneficiary with respect thereto, are governed by the laws of the State of
New York.

                  [Remainder of page intentionally left blank]

                                  EXHIBIT J-11

<PAGE>

         IN WITNESS WHEREOF, Grantor has on the date set forth in the
acknowledgment hereto, effective as of the date first above written, caused this
instrument to be duly executed and delivered by authority duly given.

                                            [NAME OF GRANTOR]

                                            By:________________________
                                            Name:
                                            Title:

STATE OF_______________   )
                          )ss.
COUNTY OF______________   )

         On December __, 2002, before me,_____________, a Notary Public in and
for the State of ______________, personally appeared_______________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity/capacities, and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS, my hand and official seal.

                                        (Space above for official notarial seal)

                                  EXHIBIT J-12

<PAGE>

                                  EXHIBIT A TO
                                  DEED OF TRUST

Legal Description of Land:

                                  EXHIBIT J-13

<PAGE>

                                                                    EXHIBIT K TO
                                                   CREDIT AND GUARANTY AGREEMENT

                      LANDLORD WAIVER AND CONSENT AGREEMENT

         This LANDLORD WAIVER AND CONSENT AGREEMENT (this "AGREEMENT") is dated
as of [MM/DD/YY] and entered into by [NAME OF LANDLORD] ("LANDLORD"), to and for
the benefit of LASALLE BUSINESS CREDIT, INC., as agent for Lenders and Lender
Counterparties (in such capacity "AGENT").

                                    RECITALS:

         WHEREAS, [NAME OF GRANTOR], a [TYPE OF PERSON] ("TENANT"), has
possession of and occupies all or a portion of the property described on Exhibit
A annexed hereto (the "PREMISES");

         WHEREAS, Tenant's interest in the Premises arises under the lease
agreement (the "LEASE") more particularly described on Exhibit B annexed hereto,
pursuant to which Landlord has rights, upon the terms and conditions set forth
therein, to take possession of, and otherwise assert control over, the Premises;

         WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of December 23, 2002 (as it may be amended, supplemented or
otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
SANMINA-SCI CORPORATION ("COMPANY"), certain Subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT
PARTNERS L.P., as Lead Arranger, Sole Book Runner, Syndication Agent and
Administrative Agent, LASALLE BUSINESS CREDIT, INC., as Collateral Agent and
Documentation Agent., pursuant to which Tenant has executed a security
agreement, mortgages, deeds of trust, deeds to secure debt and assignments of
rents and leases, and other collateral documents in relation to the Credit
Agreement;

         WHEREAS, Tenant's repayment of the extensions of credit made by Lenders
under the Credit Agreement will be secured, in part, by all Inventory of Tenant
(including all Inventory of Tenant now or hereafter located on the Premises (the
"SUBJECT INVENTORY")) and all Equipment used in Tenant's business (including all
Equipment of Tenant now or hereafter located on the Premises (the "SUBJECT
EQUIPMENT"; and, together with the Subject Inventory, the "COLLATERAL")); and

         WHEREAS, Collateral Agent has requested that Landlord execute this
Agreement as a condition to the extension of credit to Tenant under the Credit
Agreement.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Tenant hereby represents and warrants to, and covenants and agrees
with, Collateral Agent as follows:

         1. Landlord hereby (a) waives and releases unto Collateral Agent and
its successors and assigns any and all rights granted by or under any present or
future laws to levy or distraint for rent or any other charges which may be due
to Landlord against the Collateral, and any and all other claims, liens and
demands of every kind which it now has or may hereafter have against the
Collateral, and (b) agrees that any rights it may have in or to the Collateral,
no matter how arising (to the extent not effectively waived pursuant to clause
(a) of this Section 1), shall be second and subordinate to the

                                   EXHIBIT K-1

<PAGE>

rights of Collateral Agent in respect thereof. Landlord acknowledges that the
Collateral is and will remain personal property and not fixtures even though it
may be affixed to or placed on the Premises.

         2. Landlord certifies that (a) Landlord is the landlord under the
Lease, (b) the Lease is in full force and effect and has not been amended,
modified, or supplemented except as set forth on Exhibit B annexed hereto, (c)
to the knowledge of Landlord, there is no defense, offset, claim or counterclaim
by or in favor of Landlord against Tenant under the Lease or against the
obligations of Landlord under the Lease, (d) no event of default exists under
the Lease, and (e) no portion of the Premises is encumbered in any way by any
deed of trust or mortgage lien or ground or superior lease, except as
follows:_______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________.

         3. Landlord consents to the installation or placement of the
Collateral on the Premises, and Landlord grants to Collateral Agent a license to
enter upon and into the Premises to do any or all of the following with respect
to the Collateral: assemble, have appraised, remove, maintain, prepare for sale
or lease, repair, or transfer. In entering upon or into the Premises, Collateral
Agent hereby agrees to indemnify, defend and hold Landlord harmless from and
against any and all claims, judgments, liabilities, damages, costs and expenses
incurred by Landlord caused solely by Collateral Agent's entering upon or into
the Premises and taking any of the foregoing actions with respect to the
Collateral. Such costs shall include any damage to the Premises made by
Collateral Agent in severing and/or removing the Collateral therefrom.

         4. Landlord agrees that it will not prevent Collateral Agent or its
designee from entering upon the Premises at all reasonable times to inspect or
remove the Collateral. In the event that Landlord has the right to, and desires
to, obtain possession of the Premises (either through expiration of the Lease or
termination thereof due to the default of Tenant thereunder), Landlord will
deliver notice (the "LANDLORD'S NOTICE") to Collateral Agent to that effect.
Within the 45-day period after Collateral Agent receives the Landlord's Notice,
Collateral Agent shall have the right, but not the obligation, to cause the
Collateral to be removed from the Premises. During such 45-day period, Landlord
will not remove the Collateral from the Premises nor interfere with Collateral
Agent's actions in removing the Collateral from the Premises or Collateral
Agent's actions in otherwise enforcing its security interest in the Collateral.
Notwithstanding anything to the contrary in this Section, Collateral Agent shall
at no time have any obligation to remove the Collateral from the Premises.
Collateral Agent shall, however, pay Landlord daily rent for such period at the
non-holdover rate last payable by Tenant under the Lease.

         5. Landlord shall send to Collateral Agent a copy of any notice of
default under the Lease sent by Landlord to Tenant. In addition, Landlord shall
send to Collateral Agent a copy of any notice received by Landlord of a breach
or default under any other lease, mortgage, deed of trust, security agreement or
other instrument to which Landlord is a party which may affect Landlord's rights
in, or possession of, the Premises.

         6. All notices to Collateral Agent under this Agreement shall be in
writing and sent to Collateral Agent at its address set forth on the signature
page hereof by telefacsimile, by United States mail, or by overnight delivery
service.

         7. The provisions of this Agreement shall continue in effect until
Landlord shall have received Collateral Agent's written certification that all
amounts advanced under the Credit Agreement have been paid in full.

                                   EXHIBIT K-2

<PAGE>

         8. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

                                   EXHIBIT K-3

<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed and delivered as of the day and year first set forth above.

                                            [NAME OF LANDLORD]

                                            By:________________________
                                            Name:
                                            Title:

                                            ___________________________
                                            ___________________________
                                            ___________________________
                                            Attention:
                                            Telecopier:

         By its acceptance hereof, as of the day and year first set forth above,
Collateral Agent agrees to be bound by the provisions hereof.

                                            LASALLE BUSINESS CREDIT, INC.,
                                            as Collateral Agent

                                            By:________________________
                                            Name:
                                            Title:

                                            ___________________________
                                            ___________________________
                                            ___________________________
                                            Attention:
                                            Telecopier:

Acknowledged and agreed to:

[NAME OF TENANT]

By: _______________________
Name:
Title:

                                   EXHIBIT K-4

<PAGE>

                                                                    EXHIBIT A TO
                                                     LANDLORD WAIVER AND CONSENT

Legal Description of Premises:

                                  EXHIBIT K-A-1

<PAGE>

                                                                    EXHIBIT B TO
                                                     LANDLORD WAIVER AND CONSENT

Description of Lease:

                                  EXHIBIT K-B-1

<PAGE>

                                                                    EXHIBIT L TO
                                                   CREDIT AND GUARANTY AGREEMENT

                           BORROWING BASE CERTIFICATE

                                                          Date:__________, 200__

         Reference is made to the Credit and Guaranty Agreement, dated as of
December 23, 2002 (as it may be amended, supplemented or otherwise modified, the
"CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among SANMINA-SCI CORPORATION
("COMPANY"), certain Subsidiaries of Company, as Guarantors, the Lenders party
thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Lead Arranger,
Sole Book Runner, Syndication Agent and Administrative Agent, and LASALLE
BUSINESS CREDIT, INC., as Collateral Agent and Documentation Agent.

         Pursuant to Section 5.1(e) of the Credit Agreement, Company, by its
respective undersigned Authorized Officer, hereby certifies that the information
furnished in Schedule 1 attached hereto and incorporated herein by this
reference is true and correct as of __________, ____ and that:

1.       Except as disclosed in Schedule 3 attached hereto and incorporated
         herein by this reference, all representations and warranties stated in
         each Credit Document are true and correct to the same extent as though
         made on and as of the date hereof, except to the extent such
         representations and warranties specifically relate to an earlier date,
         in which event they were true and correct as of such earlier date.

2.       As of the date hereof, no Default or Event of Default has occurred and
         is continuing.

         IN WITNESS WHEREOF, this Borrowing Base Certificate is executed by the
undersigned this ___ day of __________ ____.

                                            SANMINA-SCI CORPORATION

                                            By:________________________
                                            Name:
                                            Title:

                                    EXHIBIT L

<PAGE>

                                   SCHEDULE 1

                          TO BORROWING BASE CERTIFICATE

                            DATED [__________, ____]

<TABLE>
<S>                                                                        <C>
ELIGIBLE ACCOUNTS

         1. Domestic Accounts Book Value as of ________, ____              $______

ELIGIBLE ACCOUNT ADDITIONS

         2. Qualified Foreign Accounts Book Value as of _________, _____   $______
            (in an amount not to exceed 20% of Line 1)

ELIGIBLE ACCOUNT SUBTOTAL

         3. Line 1 Plus Line 2                                             $______

ELIGIBLE ACCOUNT DEDUCTIONS

         4. Accounts with respect to which any amount due thereunder
            is more than sixty (60) days past due                          $______

         5. Set-Off Reserve (as defined in Schedule 2 attached hereto)     $______

         6. The aggregate amount of Domestic Accounts plus Qualified
            Foreign Accounts, determined with respect to each
            individual account debtor, arising out of sales to
            account debtors with senior unsecured debt ratings below
            Baa3 (from Moody's) or BBB- (from S&P) that exceeds (i)
            2.0% multiplied by (ii) Domestic Accounts plus Qualified
            Foreign Accounts (the "CONCENTRATION RESERVE")                 $______

         7. Accounts arising out of sales to any account debtor if
            20% or more of the aggregate amount of Accounts due from
            such account debtor and/or its Affiliates have at the
            time remained unpaid for 90 days or more after the due date    $______

         8. Accounts arising out of sales to any account debtor if
            such account debtor or any of its Affiliates is insolvent,
            subject to an insolvency, bankruptcy or liquidation
            proceeding, or has made an assignment for the benefit
            of creditors                                                   $______

         9. Accounts owed by an account debtor which is an Affiliate
            or officer, director or employee of Company or any
            of its Subsidiaries                                            $______

         10. Accounts arising out of the sale or lease of any inventory
             that is not owned solely by Company or any Guarantor          $______

         11. Accounts not subject to Collateral Agent's perfected
             Liens, and Accounts subject to any other Lien whatsoever
             (other than the Liens described in clauses (a), (b),
             (c), (n), (p) and (bb) of Section 6.2 of the Credit
             Agreement so long as such Liens (A) other than in the
             case of Liens described in Section 6.2(bb), are junior
             in priority to Collateral Agent's Liens and (B) do not
             impair the ability of
</TABLE>

                                   SCHEDULE l

<PAGE>

<TABLE>
<S>                                                                        <C>
             Collateral Agent to realize on or obtain the full
             benefit of the Collateral)                                    $______

         12. Accounts with respect to which the representations
             and warranties set forth in the Collateral Documents
             applicable to such Accounts are not true and correct
             in all materials respects                                     $______

         13  Total Eligible Accounts Deductions (Add Lines 4
             through 12)                                                   $______

         14. Eligible Accounts (Line 3 Minus Line 13)                      $______

         15. Eligible Accounts Borrowing Base (80% of Line 14)             $______

ELIGIBLE INVENTORY

         16  Book Value as of ___________, _____ of Inventory
             located in the United States and owned by and in the
             possession of or sole control of Company or any Guarantor     $______

ELIGIBLE INVENTORY DEDUCTIONS

         17. Inventory consisting of finished goods                        $______

         18. Inventory consisting of work in process                       $______

         19. Perishable Inventory                                          $______

         20. Domestic inventory reserves, write-offs and intercompany
             profit adjustments established by Company                     $______

         21. Inventory not subject to Collateral Agent's perfected
             Liens, and Inventory subject to any other Lien
             whatsoever (other than the Liens described in clauses
             (a), (b), (c), (n, (p) and (bb) of Section 6.2 of the
             Credit Agreement so long as such Liens (A) other than
             in the case of Liens described in Section 6.2(bb), are
             junior in priority to Collateral Agent's Liens and (B)
             do not impair the ability of Collateral Agent to
             realize on or obtain the full benefit of the Collateral)      $______

         22  Inventory with respect to which the representations
             and warranties set forth in the Collateral Documents
             applicable to such Inventory are not true and correct
             in all materials respects                                     $______

         23. Rent Reserves                                                 $______

         24. Damaged Inventory                                             $______

         25. Consigned Inventory                                           $______

         26. Inventory consisting of samples, loaners or rentals           $______

         27. Eligible Inventory Deductions (Add Lines 17 through 26)       $______

         28. Eligible Inventory (Line 16 Minus Line 27)                    $______
</TABLE>

                                   SCHEDULE l

<PAGE>

<TABLE>
<S>                                                                        <C>
         29. Eligible Inventory Borrowing Base (50% of Line 28)            $______

BALANCES

         30. Total Borrowing Base (Line 15 Plus Line 29)                   $______

         31. Aggregate principal amount of the Loans                       $______

         32. Amount which must be delivered pursuant to Section
             5.15 of the Credit Agreement (the greater of (i)
             zero, and (ii) Line 31 minus Line 30)                         $______
</TABLE>

                                   SCHEDULE 1

<PAGE>

                                   SCHEDULE 2

                          TO BORROWING BASE CERTIFICATE

                            DATED _____________, ____

                          Definition of Set-Off Reserve

            Undefined capitalized terms used in the definition below
           have the meanings assigned to them in the Credit Agreement.

         "SET-OFF RESERVE" means, for any period, (i) the lesser of, as
determined with respect to no less than 20 account debtors accounting for the
highest amount of accounts receivable during such period (the "MAJOR ACCOUNTS"),
(a) Accounts arising out of sales to the Major Accounts that contractually
permit set-off or any other defense or counterclaim or other right to avoid or
reduce the liability represented by the Accounts and Accounts arising out of
sales to the Major Accounts pursuant to contracts that are silent on such
matters, and (b) payables due to the Major Accounts that contractually permit
set-off or any other defense or counterclaim or other right to avoid or reduce
the liability represented by the Accounts and payables due to the Major Accounts
pursuant to contracts that are silent on such matters, multiplied by (ii) a
fraction, the numerator of which is the aggregate Accounts arising out of sales
to all account debtors with payables due to them from Company and its
Subsidiaries, and the denominator of which is the aggregate Accounts arising out
of sales to the Major Accounts; provided, however, that (other than with respect
to IBM and its Affiliates) Company (at its option) may calculate the "Set-Off
Reserve" in a manner consistent with the more precise manner by which the
"Set-Off Reserve" was calculated and disclosed to Administrative Agent as of
September 28, 2002; provided, further, that with respect to accounts receivable
arising out of sales to IBM and its Affiliates, (a) in the event that any
payables due to IBM and its Affiliates in excess of $5.0 million remain unpaid
for 55 days after their applicable invoice date, (I) Company shall provide
Administrative Agent with notice thereof by the 56th day after the applicable
invoice date (such notice to contain reasonably detailed summaries of the
relevant payables, reasons for failure to make payment in respect thereof and
such other information as Administrative Agent may reasonably require), and (II)
no later than five (5) days after such notice is due, Company shall either (A)
deliver to Administrative Agent an updated Borrowing Base Certificate reflecting
(1) a reduction of the Borrowing Base by the amount of payables described above
that are disputed in good faith and (2) if in excess of $5.0 million of such
payables are not then in dispute, the amounts relating to IBM and its Affiliates
required to be subtracted from the Borrowing Base under the "Set-Off Reserve"
shall equal the amount of payables due to IBM and its Affiliates (not less than
$0) (and clause (b) below shall be disregarded) until such time as
Administrative Agent receives an Officer's Certificate certifying that the
payables referred to in the applicable notice described above (together with any
other payables due to IBM and its Affiliates that have remained unpaid for 60 or
more days after their applicable invoice date) have been fully paid (and if any
such updated Borrowing Base Certificate demonstrates that principal amounts of
the Loans outstanding under this Agreement exceed the updated Borrowing Base
then in effect, Company will comply with the requirements described in Section
5.15 of the Credit Agreement) or (B) deliver to Administrative Agent an
Officer's Certificate certifying that the payables referred to in the applicable
notice described above (together with any other payables due to IBM and its
Affiliates that have remained unpaid for over 60 days after their applicable
invoice date) have been fully paid, and (b) except to the extent described in
clause (2) above, the amounts relating to IBM and its Affiliates required to be
subtracted from the Borrowing Base under the "Set-Off Reserve" shall equal an
amount (not less than $0) calculated as follows: (i) payables due to IBM and its
Affiliates that contractually permit set-off or any other defense or
counterclaim or other right to avoid or reduce the liability represented by the
accounts receivable and payables due to IBM and its Affiliates pursuant to
contracts that are silent on such matters, less (ii) the lesser of (A) $75.0
million and (B) the amount referred to in clause (i) above, plus (iii) payables
due to IBM and its Affiliates that remain unpaid for 55 or more days after their
applicable invoice date.

                                    SHEDULE 2

<PAGE>

                                   SCHEDULE 3

                          TO BORROWING BASE CERTIFICATE

                            DATED _____________, ____

                  Exceptions to Representations and Warranties

                                   SCHEDULE 3

<PAGE>

                                                                    EXHIBIT M TO
                                                 CREDIT AND GUARANTY AGREEMEETNT

                                INTERCOMPANY NOTE

      PAYMENT OF THE PRINCIPAL OF, AND INTEREST ON, THIS NOTE IS EXPRESSLY
SUBORDINATED AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL
SENIOR INDEBTEDNESS (AS DEFINED IN THE INTERCO SUBORDINATION AGREEMENT REFERRED
TO BELOW) PURSUANT TO, AND TO THE EXTENT PROVIDED IN, THE INTERCO SUBORDINATION
AGREEMENT, DATED AS OF DECEMBER 23, 2002, AMONG THE PAYEE, THE PAYOR, EACH OTHER
 OBLIGOR PARTY THERETO, LASALLE BUSINESS CREDIT, INC., AS FIRST LIEN COLLATERAL
 AGENT, AND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., AS SECOND
                            LIEN COLLATERAL TRUSTEE.

                  FOR VALUE RECEIVED, _________________, a __________ ("PAYOR"),
promises to pay to the order of _________________, a ___________, or its assigns
("PAYEE"), in lawful money of the [United States of America], at such location
in the [United States of America] as Payee shall from time to time designate,
the aggregate unpaid principal amount of all loans and extensions of credit
("ADVANCES") made by Payee to Payor.

                  Payor promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at
such rate per annum as shall be agreed upon from time to time by Payor and
Payee.

                  Payor shall pay the unpaid principal balance of this
Intercompany Note (this "NOTE") and all accrued and unpaid interest thereon on
demand of Payee.

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  The undersigned shall have the right to prepay all or any part
of the unpaid principal amount outstanding hereunder without premium or penalty
at any time; provided that, interest shall be paid on the amount prepaid to and
including the date of prepayment.

                  This Note is one of the promissory notes contemplated by that
certain Interco Subordination Agreement, dated as of December 23, 2002 (the
"INTERCO SUBORDINATION AGREEMENT"), among SANMINA-SCI CORPORATION ("COMPANY"),
certain subsidiaries of the Company, each other obligor party thereto, LASALLE
BUSINESS CREDIT, INC., as First Lien Collateral Agent, and STATE STREET BANK AND
TRUST COMPANY OF CALIFORNIA, N.A., as Second Lien Collateral Trustee.
Capitalized terms used herein and not defined herein shall have the meanings
assigned to such terms in the Interco Subordination Agreement.

                  Payor shall be entitled to deem and treat Payee, or such
person who has been so identified by the transferor in writing to Payor as the
holder of this Note, as the owner and holder of this Note. [This Note will,
forthwith upon its issuance by Payor (subject to the terms of the Intercreditor
Agreement, dated as of December 23, 2002 (the "INTERCREDITOR AGREEMENT"), among
the First Lien Collateral Agent, the Second Lien Collateral Agent and the
Company, to the extent then in effect), be endorsed to and pledged to the party
entitled thereto under the terms of the Intercreditor Agreement.]* Each of Payee
and any subsequent holder of this Note agrees, by its

-------------------
* Note payable to any Foreign Subsidiary of Company shall not be required to
 be pledged

                                   EXHIBIT M-1

<PAGE>

acceptance hereof, that before disposing of this Note or any part hereof it will
make a notation hereon of all principal payments previously made hereunder and
of the date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on this Note shall not limit or
otherwise affect the obligations of Payor hereunder with respect to payments of
principal of or interest on this Note.

                  In addition to, and not in limitation of, the foregoing, Payor
agrees to pay all costs and expenses, including reasonable attorneys' fees,
incurred in connection with the collection and enforcement of this Note.

                  Payor waives diligence, presentment, protest, demand and
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.

                  No delay on the part of Payee in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
Payee, of any right or remedy shall preclude any other or further exercise of
any other right or remedy.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

                  In case any provision in or obligation under this Note shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

                  IN WITNESS WHEREOF, Payor has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first above written.

                                                 [INSERT NAME OF PAYOR]

                                                 By:  __________________________
                                                 Name:
                                                 Title:

                                   EXHIBIT M-2

<PAGE>

                        TRANSACTIONS ON INTERCOMPANY NOTE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
               Amount of        Amount of          Outstanding        Amount of
             Advance Made    Principal Paid     Principal Balance   Interest Paid        Notation
Date          This Date         This Date           This Date         This Date          Made By
------------------------------------------------------------------------------------------------------------
<S>          <C>             <C>                <C>                 <C>                  <C>

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

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

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

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

------------------------------------------------------------------------------------------------------------
</TABLE>

                                   EXHIBIT M-3

<PAGE>

                                                                    EXHIBIT N TO
                                                   CREDIT AND GUARANTY AGREEMENT

                         INTERCO SUBORDINATION AGREEMENT

                  This INTERCO SUBORDINATION AGREEMENT, dated as of December 23,
2002 (as it may be amended, restated, supplemented, or otherwise modified from
time to time, this "AGREEMENT"), is made by and among SANMINA-SCI CORPORATION
("COMPANY"), CERTAIN SUBSIDIARIES OF COMPANY that may from time to time become a
party hereto as a subordinated creditor pursuant to the terms hereof and of the
Senior Debt Agreements (collectively, the "SUBORDINATED CREDITORS"), each
Guarantor under the Senior Debt Agreements, LASALLE BUSINESS CREDIT, INC., as
collateral agent for the Secured Parties under the Credit Agreement (together
with any successor collateral agent, the "FIRST LIEN COLLATERAL AGENT"), STATE
STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as collateral trustee for the
Holders (as defined below) (together with any successor collateral agent, the
"SECOND LIEN COLLATERAL TRUSTEE"; and collectively with the First Lien
Collateral Agent, the "COLLATERAL AGENTS").

                                    RECITALS

                  WHEREAS, reference is made to that certain Credit and Guaranty
Agreement, dated as of the date hereof (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT,"
and collectively with the other documents contemplated by the Credit Agreement,
the "CREDIT DOCUMENTS"), among Company, certain Subsidiaries of Company, as
Guarantors, the lenders party thereto from time to time (the "LENDERS"), GOLDMAN
SACHS CREDIT PARTNERS L.P., as Lead Arranger, Syndication Agent and
Administrative Agent, LASALLE BUSINESS CREDIT, INC., as Collateral Agent and
Documentation Agent;

                  WHEREAS, reference is made to that certain Indenture, dated as
of the date hereof, among Company, as issuer, the guarantors named therein, as
initial guarantors, and State Street Bank and Trust Company of California, N.A.,
as trustee (as it may be amended, restated, supplemented or otherwise modified
from time to time, the "INDENTURE," and collectively with the other documents
contemplated by the Indenture, the "NOTE DOCUMENTS"), pursuant to which the
10(3/8)% Senior Secured Notes due 2010 of Company (the "NOTES") are issued;

                  WHEREAS, each of the Credit Parties is now or may hereafter
from time to time become indebted or otherwise obligated to the Subordinated
Creditors in respect of Indebtedness related to or resulting from intercompany
loans, advances or other indebtedness from any such Subordinated Creditor (any
and all such present and future Indebtedness owing to the Subordinated Creditors
(whether created directly or acquired by assignment or otherwise), and interest,
premiums and fees, if any, thereon and other amounts payable in respect thereof
and all rights and remedies of the Subordinated Creditors with respect thereto,
being referred to herein as the "INTERCOMPANY SUBORDINATED DEBT");

                  WHEREAS, pursuant to Section 6.1(b)(i)(B) of the Credit
Agreement and Section 1008 of the Indenture, Indebtedness of any Credit Party
owed to Company or any of its other Subsidiaries is permitted only if the
parties thereto have executed and delivered to Collateral Agents a counterpart
of this Agreement;

                  WHEREAS, each Subordinated Creditor has duly authorized the
execution, delivery and performance of this Agreement; and

                  WHEREAS, it is in the best interests of each of the
Subordinated Creditors and the Credit Parties to execute this Agreement inasmuch
as each such party will derive substantial direct and indirect benefits from
credit extensions made to Company by the Lenders pursuant to the Credit
Agreement and the purchase of the Notes pursuant to the Indenture;

                  NOW, THEREFORE, in consideration of the above premises, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as set forth above and
as follows:

Interco Subordination Agreement

                                   EXHIBIT N-1

<PAGE>

                                    AGREEMENT

                  SECTION 1.      DEFINITIONS. Terms used but not defined
herein have the meanings given to them in the Credit Agreement. As used in this
Agreement, the following terms shall have the meanings specified below:

                  "AGREEMENT" is defined in the preamble.

                  "COLLATERAL AGENTS" is defined in the preamble.

                  "COMPANY" is defined in the preamble.

                  "CREDIT AGREEMENT" is defined in the first recital.

                  "DEFAULT" and "EVENT OF DEFAULT" have the meanings assigned to
such terms in the Credit Agreement or the Indenture, as the context requires.

                  "FIRST LIEN COLLATERAL AGENT" is defined in the preamble.

                  "HOLDERS" means the holders from time to time of the Notes.

                  "INDENTURE" is defined in the second recital.

                  "INTERCOMPANY SUBORDINATED DEBT" is defined in the third
recital.

                  "LENDERS" is defined in the first recital.

                  "NOTE DOCUMENTS" is defined in the second recital.

                  "NOTES" is defined in the second recital.

                  "OBLIGATIONS" means (i) Obligations (as defined in the Credit
Agreement), and (ii) all obligations of every nature from time to time owed by
the Credit Parties under the Second Lien Documents.

                  "SECOND LIEN COLLATERAL TRUSTEE" is defined in the preamble.

                  "SECOND LIEN SECURITY AGREEMENT" means that certain Pledge and
Security Agreement, dated as of December 23, 2002, made by the Credit Parties in
favor of the Second Lien Collateral Trustee.

                  "SENIOR CREDITORS" means the Lenders and the Holders.

                  "SENIOR DEBT AGREEMENTS" means the Credit Agreement and the
                   Indenture.

                  "SENIOR DEBT DOCUMENTS" means the Credit Documents and the
                   Note Documents.

                  "SENIOR INDEBTEDNESS" is defined in Section 2(a).

                  "SUBORDINATED CREDITORS" is defined in the preamble.

                  "SUPPLEMENTAL AGREEMENT" is defined in Section 12.

                  SECTION 2.        AGREEMENT TO SUBORDINATE. (a) Each of the
Credit Parties and the Subordinated Creditors agrees that the Intercompany
Subordinated Debt is and shall be subordinate and rendered junior in right of
payment to the prior payment in cash in full of all Obligations of any Credit
Party now existing or hereafter arising under the Senior Debt Documents, whether
for (i) principal, (ii) interest (including interest accruing

Interco Subordination Agreement

                                   EXHIBIT N-2

<PAGE>

after the filing of a petition initiating any proceeding referred to in Section
3(a), whether or not allowed as a claim in such proceeding) and premiums, (iii)
costs, (iv) fees (including reasonable attorneys' fees and disbursements), (v)
expenses, and (vi) otherwise (the Obligations specified in clauses (a)(i)
through (a)(vi) above are referred to collectively as the "SENIOR
INDEBTEDNESS"). For purposes of this Agreement, "SUBORDINATE AND RENDERED JUNIOR
IN RIGHT OF PAYMENT" means that no part of the Intercompany Subordinated Debt
shall have any claim to the assets of any Credit Party on a parity with or prior
to the claim of the Senior Indebtedness. Moreover, the Senior Indebtedness shall
not be deemed to have been paid in cash in full until the Senior Creditors shall
have received full payment of the Senior Indebtedness in cash, which payment
shall have been retained by the Senior Creditors for a period of time in excess
of all applicable preference or other similar periods under applicable
bankruptcy, insolvency or creditors' rights laws. To the extent permitted by
applicable law, each of the Credit Parties and the Subordinated Creditors waive
notice of acceptance of this Agreement by the Senior Creditors, and to the
extent permitted by applicable law, the Subordinated Creditors waive notice of
and consent to the making, amount and terms of the Senior Indebtedness which may
exist or be created from time to time and any renewal, extension, amendment or
modification thereof, and any other lawful action which any Lender or Lenders,
or any Holder or Holders, in its and their sole and absolute discretion may take
or omit to take with respect thereto. The provisions of this Section 2 shall
constitute a continuing offer made for the benefit of and to all the Senior
Creditors.

                           (b)      In the event that any Credit Party shall
make, and/or any Subordinated Creditor shall receive, any payment on
Intercompany Subordinated Debt in contravention of this Agreement or the terms
of the Senior Debt Agreements, then and in any such event such payment shall be
deemed to be the property of, segregated, received and held in trust for the
benefit of and shall be promptly paid over and delivered to the First Lien
Collateral Agent (prior to the date on which a notice of termination is
received by Company from the First Lien Collateral Agent pursuant to Section 23
herein), or the Second Lien Collateral Trustee (after the date on which a
notice of termination is received by Company from the First Lien Collateral
Agent pursuant to Section 23 herein).

                           (c)      No Credit Party shall make, and no
Subordinated Creditor shall receive or accept, any payment in respect of any
Intercompany Subordinated Debt if (A) a Default of the nature set forth in
Section 8.1(f) or 8.1(g) of the Credit Agreement, or any Event of Default under
Section 8.1(a) of the Credit Agreement has occurred and is continuing or would
result therefrom; or (B) a Default of the nature set forth in Section 501(a)(7)
of the Indenture, or any Event of Default under Section 501(a)(1) or (2) of the
Indenture has occurred and is continuing or would result therefrom, in each
case described in the foregoing clauses (A) and (B) unless and until (i) the
Senior Indebtedness has been paid in cash in full, (ii) in the case of an Event
of Default under Section 8.1(a) of the Credit Agreement or Section 501(a)(1) or
(2) of the Indenture, such Event of Default has been cured or waived, or (iii)
the First Lien Collateral Agent (prior to the date on which a notice of
termination is received by Company from the First Lien Collateral Agent
pursuant to Section 23 herein) or the Second Lien Collateral Trustee (after the
date on which a notice of termination is received by Company from the First
Lien Collateral Agent pursuant to Section 23 herein) has otherwise consented in
writing.

                  SECTION 3.        IN FURTHERANCE OF SUBORDINATION.  (a) Upon
 any distribution of all or any of the assets of the Credit Parties in the
event of:

                  (a)  any insolvency or bankruptcy case or proceeding, or any
         receivership, liquidation, reorganization or other similar case or
         proceeding in connection therewith, relative to such Credit Parties, or
         to its creditors, as such, or to its assets,

                  (b)  except as permitted in the Senior Debt Agreements, any
         liquidation, dissolution or other winding up of any Credit Party,
         whether voluntary or involuntary and whether or not involving
         insolvency or bankruptcy, or

                  (c)  any assignment for the benefit of creditors or any
         other marshalling of assets and liabilities of any Credit Party,

then, and in any such event, unless the First Lien Collateral Agent (prior to
the date on which a notice of termination is received by Company from the First
Lien Collateral Agent pursuant to Section 23 herein) or the Second Lien
Collateral Trustee (after the date on which a notice of termination is received
by Company from the First Lien Collateral Agent pursuant to Section 23 herein)
shall otherwise agree in writing, the Senior Creditors shall receive

Interco Subordination Agreement

                                   EXHIBIT N-3

<PAGE>

payment in cash in full of all amounts due or to become due (whether or not the
Senior Indebtedness has been declared due and payable prior to the date on which
the Senior Indebtedness would otherwise have become due and payable) on or in
respect of all Senior Indebtedness (including post-petition interest) before the
Subordinated Creditors or anyone claiming through or on their behalf (including
any receiver, trustee, or otherwise) are entitled to receive any payment on
account of principal of (or premium, if any) or interest on or other amounts
payable in respect of the Intercompany Subordinated Debt, and to that end, any
payment or distribution of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the Intercompany
Subordinated Debt in any such case, proceeding, dissolution, liquidation or
other winding up or event, shall be paid or delivered directly to the First Lien
Collateral Agent (prior to the date on which a notice of termination is received
by Company from the First Lien Collateral Agent pursuant to Section 23 herein)
or the Second Lien Collateral Trustee (after the date on which a notice of
termination is received by Company from the First Lien Collateral Agent pursuant
to Section 23 herein) for the application (in the case of cash) to, or as
collateral (in the case of non-cash property or securities) for, the payment or
prepayment of the Senior Indebtedness until the Senior Indebtedness shall have
been paid in cash in full.

                           (b)      If any proceedings, liquidation, dissolution
or winding up referred to in clause (a) above is commenced by or against any
Credit Party,

                  (a)  Each Collateral Agent is hereby irrevocably authorized
         and empowered (in its own name or in the name of the Credit Parties,
         the Subordinated Creditors or otherwise), but shall have no obligation,
         to demand, sue for, collect and receive every payment or distribution
         in respect of the Intercompany Subordinated Debt above and give
         acquittance therefor and to file claims and proofs of claim and take
         such other action (including voting the Intercompany Subordinated Debt
         or enforcing any security interest or other lien securing payment of
         the Intercompany Subordinated Debt) as such Collateral Agent may
         reasonably deem necessary or advisable for the exercise or enforcement
         of any of the rights or interests of the Collateral Agents or the
         Senior Creditors hereunder; provided that, if such Collateral Agent
         takes such action, such Collateral Agent shall apply all proceeds first
         to the payment of the costs of enforcement of this Agreement, and
         second to the pro rata payment of the Senior Indebtedness; and

                  (b)  the Subordinated Creditors shall duly and promptly take
         such action as the First Lien Collateral Agent (prior to the date on
         which a notice of termination is received by Company from the First
         Lien Collateral Agent pursuant to Section 23 herein) or the Second Lien
         Collateral Trustee (after the date on which a notice of termination is
         received by Company from the First Lien Collateral Agent pursuant to
         Section 23 herein) may request (A) to collect the Intercompany
         Subordinated Debt for the account of such Collateral Agent and to file
         appropriate claims or proofs of claim in respect of the Intercompany
         Subordinated Debt; (B) to execute and deliver to such Collateral Agent
         such powers of attorney, assignments, or other instruments as such
         Collateral Agent may reasonably request to enable it to enforce any and
         all claims with respect to, and any security interests and other liens
         securing payment of, the Intercompany Subordinated Debt; and (C) to
         collect and receive any and all payments or distributions that may be
         payable or deliverable upon or with respect to the Intercompany
         Subordinated Debt.

                           (c)      All payments or distributions of assets of
any Credit Party, whether in cash, property or securities, upon or with respect
to the Intercompany Subordinated Debt which are received by the Subordinated
Creditors contrary to the provisions of this Agreement shall be received in
trust for the benefit of the Senior Creditors, shall be segregated from other
funds and property held by the Subordinated Creditors and shall be paid over
forthwith to the First Lien Collateral Agent (prior to the date on which a
notice of termination is received by Company from the First Lien Collateral
Agent pursuant to Section 23 herein) or the Second Lien Collateral Trustee
(after the date on which a notice of termination is received by Company from
the First Lien Collateral Agent pursuant to Section 23 herein) in the same form
as so received (with any necessary endorsement) to be applied, pro rata (in the
case of cash) to, or held as collateral (in the case of noncash property or
securities) for, the payment or prepayment of the Senior Indebtedness, whether
matured or unmatured, in accordance with the terms of this Agreement.

Interco Subordination Agreement

                                   EXHIBIT N-4

<PAGE>

                           (d)      Each Collateral Agent is hereby authorized
to demand specific performance of this Agreement, whether any Credit Party or
any Subordinated Creditor shall have complied with any of the provisions hereof
applicable to it, at any time when the Subordinated Creditors or any one of
them shall have failed to comply with any of the provisions of this Agreement
applicable to it. To the extent permitted by applicable law, the Subordinated
Creditors hereby irrevocably waive any defense (other than the defense of
payment in full of the Senior Indebtedness) based on the adequacy of a remedy
at law which might be asserted as a bar to such remedy of specific performance.

                  SECTION 4.        NO ENFORCEMENT OR COMMENCEMENT OF ANY
PROCEEDINGS. Each Subordinated Creditor agrees that, so long as any Senior
Indebtedness shall remain unpaid, it will not accelerate the maturity of the
Intercompany Subordinated Debt or commence, or join with any creditor other
than the Collateral Agents or the Senior Creditors in commencing any proceeding
referred to in Section 3(a).

                  SECTION 5.        RIGHTS OF SUBROGATION. The Subordinated
Creditors agree that no payment or distribution to either Collateral Agent
pursuant to the provisions of this Agreement shall entitle the Subordinated
Creditors to exercise any rights of subrogation in respect thereof until all
Senior Indebtedness has been paid in cash in full. To the extent permitted by
applicable law%, the Subordinated Creditors agree that the subordination
provisions contained herein shall not be affected by any action%, or failure to
act, by either Collateral Agent that results%, or may result%, in affecting,
impairing or extinguishing any right of reimbursement or subrogation or other
right or remedy of the Subordinated Creditors against any Credit Party.

                  SECTION 6.        SUBORDINATION LEGEND; FURTHER ASSURANCES.
The Subordinated Creditors and the Credit Parties will cause each note and
instrument (if any) evidencing the Intercompany Subordinated Debt to be endorsed
with the following legend:

                           "PAYMENT OF THE PRINCIPAL OF, AND INTEREST ON, THIS
         NOTE IS EXPRESSLY SUBORDINATED AND SUBJECT IN RIGHT OF PAYMENT TO THE
         PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS (AS DEFINED IN THE
         INTERCO SUBORDINATION AGREEMENT REFERRED TO BELOW) PURSUANT TO, AND TO
         THE EXTENT PROVIDED IN, THE INTERCO SUBORDINATION AGREEMENT DATED AS OF
         DECEMBER 23, 2002, AMONG THE PAYEE, THE PAYOR, EACH OTHER OBLIGOR PARTY
         THERETO AND LASALLE BUSINESS CREDIT, INC., AS FIRST LIEN COLLATERAL
         AGENT AND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., AS
         SECOND LIEN COLLATERAL TRUSTEE."

Each of the Subordinated Creditors and the Credit Parties hereby agrees to mark
its books of account in such a manner as shall be effective to give proper
notice of the effect of this Agreement. Each of the Subordinated Creditors and
the Credit Parties will at its expense and at any time and from time to time
promptly execute and deliver all further instruments and documents and take all
further action that may be necessary or that the First Lien Collateral Agent
(prior to the date on which a notice of termination is received by Company from
the First Lien Collateral Agent pursuant to Section 23 herein) or the Second
Lien Collateral Trustee (after the date on which a notice of termination is
received by Company from the First Lien Collateral Agent pursuant to Section 23
herein) may reasonably request to protect any right or interest granted or
purported to be granted hereunder or to enable such Collateral Agent to exercise
and enforce its rights and remedies hereunder.

                  SECTION 7.        NO CHANGE IN OR DISPOSITION OF INTERCOMPANY
SUBORDINATED DEBT. The Subordinated Creditors will not, without the prior
written consent (which consent will not be unreasonably withheld%, delayed or
conditioned) of the First Lien Collateral Agent (prior to the date on which a
notice of termination is received by Company from the First Lien Collateral
Agent pursuant to Section 23 herein) or the Second Lien Collateral Trustee
(after the date on which a notice of termination is received by Company from
the First Lien Collateral Agent pursuant to Section 23 herein):

                           (a)      sell, assign, transfer, endorse, pledge,
encumber or otherwise dispose of any of the Intercompany Subordinated Debt
(except to Company or a Subsidiary of Company, provided that, such Person
agrees to be obligated as a Subordinated Creditor hereunder and a pledgor of
such Intercompany Subordinated Debt under the Pledge and Security Agreement and
the Second Lien Security Agreement);

Interco Subordination Agreement

                                   EXHIBIT N-5

<PAGE>

                           (b)      permit the terms of any of the Intercompany
Subordinated Debt to be changed in such a manner as to have a material adverse
effect upon the rights or interests of the Senior Creditors or either
Collateral Agent; or

                           (c)      upon the occurrence and during the
continuation of (A) any Default of the nature set forth in Section 8.1(f) or
8.1(g) of the Credit Agreement, or an Event of Default under Section 8.1(a) of
the Credit Agreement, or (B) any Default of the nature set forth in Section
501(a)(7) of the Indenture, or an Event of Default under Section 501(a)(1) or
(2) of the Indenture, take, or permit to be taken, any action to assert,
collect or enforce the Intercompany Subordinated Debt or any part thereof;
provided, however, that the foregoing shall not prohibit the Subordinated
Creditors from filing proofs of claim to preserve their rights with respect to
any Intercompany Subordinated Debt.

                  SECTION 8.        AGREEMENT BY THE CREDIT PARTIES. The Credit
Parties agree that they will not make any payment on any of the Intercompany
Subordinated Debt, or take any other action, in contravention of the provisions
of this Agreement.

                  SECTION 9.        POWER OF ATTORNEY; ACKNOWLEDGMENT. Each
Subordinated Creditor and each Credit Party hereby irrevocably authorizes and
appoints Company as such Person's attorney-in-fact, with full authority in the
place and stead of such Person, and in the name of such Person, and Company is
hereby authorized by such Person from time to time in Company's discretion, to
(i) take any action and to execute any instrument that Company may deem
reasonably necessary or advisable to accomplish the purposes of this Agreement,
and (ii) receive or give all representations, notices and communications to and
from the Collateral Agents, with such representations, notices and
communications effective and binding on each such Subordinated Creditor and
Credit Party, where such notice or communication is in writing and sent to
Company in accordance with Section 15.

                  SECTION 10.       OBLIGATIONS HEREUNDER NOT AFFECTED. To the
 extent permitted by applicable law, all rights and interest of the Senior
Creditors and the Collateral Agents hereunder, and all agreements and
obligations of the Subordinated Creditors and the Credit Parties hereunder,
shall remain in full force and effect irrespective of:

                           (a)      any lack of validity or enforceability of
any document evidencing Senior Indebtedness;

                           (b)      any change in the time, manner or place of
payment of, or any other term of, all or any of the Senior Indebtedness, or any
other amendment or waiver of or any consent to departure from any of the
documents evidencing or relating to the Senior Indebtedness;

                           (c)      any exchange, release or non-perfection of
any collateral, or any release or amendment or waiver of or consent to
departure from any Senior Debt Document, for all or any of the Senior
Indebtedness;

                           (d)      any failure of any Senior Creditor or either
Collateral Agent to assert any claim or to enforce any right or remedy against
any other party hereto under the provisions of this Agreement or any Senior Debt
Document;

                           (e)      any reduction, limitation, impairment or
termination of the Senior Indebtedness for any reason (other than the payment in
full of the Senior Indebtedness), including any claim of waiver, release,
surrender, alteration or compromise, and such rights and interest of the Senior
Creditors and the Collateral Agents, and such agreements and obligations of the
Subordinated Creditors and the Credit Parties, shall not be subject to (and each
Credit Party and each Subordinated Creditor hereby waive any right to or claim
of) any defense (other than the defense of payment in full of the Senior
Indebtedness) or set-off, counterclaim, recoupment or termination whatsoever by
reason of invalidity, illegality, nongenuineness, irregularity, compromise,
unenforceability of, or any other event or occurrence affecting, any Senior
Indebtedness; and

Interco Subordination Agreement

                                   EXHIBIT N-6

<PAGE>

                           (f)      any other circumstance that might otherwise
constitute a defense (other than the defense of payment in full of the Senior
Indebtedness) available to, or a discharge of, the Credit Parties in respect of
the Senior Indebtedness or the Subordinated Creditors in respect of this
Agreement.

This Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Senior Indebtedness is rescinded or
must otherwise be returned by either Collateral Agent upon the insolvency,
bankruptcy or reorganization of any Credit Party or otherwise, all as though
such payment had not been made. The Subordinated Creditors acknowledge and agree
that the Senior Creditors and the Collateral Agents may in accordance with the
terms of the applicable Senior Debt Document, without notice or demand and
without affecting or impairing the Subordinated Creditors' obligations
hereunder, from time to time (i) renew, compromise, extend, increase, accelerate
or otherwise change the time for payment of, or otherwise change the terms of
the Senior Indebtedness, to the extent applicable, or any part thereof,
including increase or decrease the rate of interest thereon or the principal
amount thereof; (ii) take or hold security or guaranties for the payment of the
Senior Indebtedness and exchange, enforce, foreclose upon, waive and release any
such security or guaranty; (iii) apply such security and direct the order or
manner of sale thereof as such Collateral Agent, any such Senior Creditor, in
its sole discretion, may determine; (iv) release and substitute one or more
endorsers, warrantors, the Credit Parties or other obligors; and (v) exercise or
refrain from exercising any rights against the Credit Parties or any other
Person.

                  SECTION 11.       REPRESENTATIONS AND WARRANTIES. Each of the
Subordinated Creditors, in respect of itself and the Intercompany Subordinated
Debt owing to it, and each of the Credit Parties, as the case may be, hereby
represents and warrants as follows:

                           (a)      such Subordinated Creditor owns the
Intercompany Subordinated Debt payable to it now outstanding free and clear of
any Lien other than pursuant to the Pledge and Security Agreement and the
Second Lien Security Agreement; and

                           (b)      this Agreement constitutes a legal, valid
and binding obligation of such Subordinated Creditor or such Credit Party, as
applicable, enforceable in accordance with its terms (subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing).

                  SECTION 12.       ADDITIONAL SUBORDINATED CREDITORS. Upon the
execution and delivery to the Collateral Agents by any Person of a supplemental
agreement in substantially the form of Exhibit A attached hereto (each, a
"SUPPLEMENTAL AGREEMENT"), which Supplemental Agreement need not be executed by
any other party hereto, and the acceptance thereof by both Collateral Agents,
such Person shall be a Subordinated Creditor hereunder, and each reference in
this Agreement to a "SUBORDINATED CREDITOR" shall include such Person and each
reference in any other Senior Debt Document to a "SUBORDINATED CREDITOR" shall
include such Person.

                  SECTION 13.       AMENDMENTS, WAIVERS. No amendment or waiver
of any provision of this Agreement and no consent or departure by the
Subordinated Creditors or the Credit Parties herefrom shall in any event be
effective unless the same shall be in writing and signed by each Collateral
Agent and the other parties hereto, and then such waiver, amendment or consent
shall be effective only in the specific instance and for the specific purpose
for which it was given. Any waiver, forbearance, failure or delay by either
Collateral Agent in exercising, or the exercise or beginning of exercise by
either Collateral Agent of, any right, power or remedy, simultaneous or later
shall not preclude the further, simultaneous or later exercise thereof, and
every right, power or remedy of such Collateral Agent shall continue in full
force and effect until such right, power or remedy is specifically waived in a
writing executed or authorized by such Collateral Agent.

                  SECTION 14.       EXPENSES. The Subordinated Creditors and the
Credit Parties jointly and severally agree to pay, upon demand, to each
Collateral Agent any and all reasonable costs and expenses, including reasonable
attorneys' fees and disbursements, that such Collateral Agent may incur in
connection with the exercise or enforcement of any of the rights or interest of
such Collateral Agent hereunder.

                  SECTION 15.       ADDRESS FOR NOTICES. All notices and other
communications provided for hereunder shall be in writing and, if to the
Subordinated Creditors, mailed (registered or certified, return receipt

Interco Subordination Agreement

                                   EXHIBIT N-7

<PAGE>

requested) or telecopied or hand delivered or delivered via overnight courier to
any of them, addressed to such party, in care of Sanmina-SCI Corporation, at the
address of the Company listed in the Credit Agreement, if to the Credit Parties
or the Collateral Agents, mailed (registered or certified, return receipt
requested) or hand delivered or delivered via overnight courier to such party,
addressed to such party, in care of Sanmina-SCI Corporation, at the address of
Company or such Collateral Agent (as the case may be) listed in the Credit
Agreement or the Indenture (as applicable), or as to each party or other Person
at such other address as shall be designated by such party or Person in a
written notice to each other party complying as to delivery with the terms of
this Section. All such notices and communications shall be effective when
received, if sent by mail or delivery service or when transmitted by telecopy,
each in the manner provided above.

                  SECTION 16.       ENTIRE AGREEMENT, SEVERABILITY. This
Agreement contains the entire Agreement among the parties hereto with respect to
the subject matter hereof. If any of the provisions of this Agreement shall be
held invalid or unenforceable, this Agreement shall be construed as if not
containing those provisions, and the rights and obligations of the parties
hereto shall be construed and enforced accordingly.

                  SECTION 17.       CUMULATIVE RIGHTS. The rights, powers and
remedies of each Collateral Agent under this Agreement shall be in addition to
all rights, powers and remedies given to such Collateral Agent by virtue of any
contract, statute or rule of law, all of which rights, powers and remedies shall
be cumulative and may be exercised successively or concurrently. The parties
hereto expressly acknowledge and agree that the Senior Creditors are intended,
and by this reference expressly made, third-party beneficiaries of the
provisions of this Agreement.

                  SECTION 18.       CONTINUING AGREEMENT; TRANSFER OF NOTES.
This Agreement is a continuing agreement of subordination and the Senior
Creditors may, from time to time and without notice to the Subordinated
Creditors, extend credit to or make other financial arrangements with Company
in reliance hereon. This Agreement shall (a) remain in full force and effect
until the Senior Indebtedness shall have been paid in cash in full,
(b) be binding upon the Subordinated Creditors, the Credit Parties and their
respective successors, transferees and assigns, and (c) inure to the benefit of
and be enforceable by the Collateral Agents and their respective successors,
transferees and assigns. Without limiting the generality of the foregoing, any
Senior Creditor may, subject to the terms and provisions of the applicable
Senior Debt Document and the Intercreditor, assign or otherwise transfer the
Senior Indebtedness held by it to any other Person, and such other Person shall
thereupon become vested with all the rights in respect thereof granted to such
Senior Creditor or Collateral Agent herein or otherwise.

                  SECTION 19.       APPLICABLE LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK); PROVIDED THAT, THE COLLATERAL AGENTS AND THE SENIOR
CREDITORS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

                  SECTION 20.       CONSENT TO JURISDICTION. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY OR SUBORDINATED CREDITOR ARISING
OUT OF OR RELATING HERETO OR ANY OTHER SENIOR DEBT DOCUMENT, OR ANY OF THE
OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, EACH CREDIT PARTY AND EACH SUBORDINATED CREDITOR, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY
AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b)
WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SECTION 15; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c)
ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER IT IN ANY SUCH
PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT; AND (e) AGREES THAT THE COLLATERAL AGENTS AND THE
SENIOR CREDITORS RETAIN THE RIGHT TO

Interco Subordination Agreement

                                   EXHIBIT N-8

<PAGE>

SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST IT IN THE COURTS OF ANY OTHER JURISDICTION.

                  SECTION 21.       WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER
SENIOR DEBT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-
ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON
THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS
AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT
IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SECTION 21 AND EXECUTED BY EACH OF THE PARTIES
HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HERETO, ANY OF THE OTHER SENIOR DEBT DOCUMENTS,
OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE UNDER THE
CREDIT AGREEMENT OR THE NOTES ISSUED PURSUANT TO THE INDENTURE. IN THE EVENT
OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.

                  SECTION 22.      EXECUTION IN COUNTERPARTS. This Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
agreement.

                  SECTION 23.      TERMINATION. This Agreement shall remain in
effect until payment in full in cash of all the Senior Indebtedness in
accordance with the terms hereof and of the other Senior Debt Documents. This
Agreement shall terminate with respect to the First Lien Collateral Agent, but
shall remain in effect with respect to the other parties hereto, upon receipt by
each of the other parties of written notice thereof from the First Lien
Collateral Agent. This Agreement shall terminate with respect to the Second Lien
Collateral Trustee, but shall remain in effect with respect to the other parties
hereto, upon receipt by each of the other parties of written notice thereof from
the Second Lien Collateral Trustee. The Agreement shall terminate upon receipt
of a notice of termination given by each Collateral Agent. The termination of
this Agreement with respect to any party shall not terminate or alter the
Obligations to the Collateral Agents or the Senior Creditors under any other
Senior Debt Document, except in accordance with the terms thereof.

                  [remainder of page intentionally left blank]

Interco Subordination Agreement

                                   EXHIBIT N-9

<PAGE>

                  IN WITNESS WHEREOF, each if the undersigned has caused this
Agreement to be duly executed and delivered by its respective officer thereunto
duly authorized as of the date first written above.

                                   COMPANY:

                                   SANMINA-SCI CORPORATION,
                                   a Delaware corporation

                                   By:    ______________________________________
                                          Name:    Rick R. Ackel
                                          Title:   Executive Vice President and
                                                   Chief Financial Officer

                                   By:    ______________________________________
                                          Name:    Walter Boileau
                                          Title:   Vice President and Treasurer

Interco Subordination Agreement

<PAGE>

                                   GUARANTORS:

                                   COMPATIBLE MEMORY, INC.
                                   ESSEX ACQUISITION SUBSIDIARY, INC.
                                   HADCO CORPORATION
                                   HADCO SANTA CLARA, INC.
                                   INTERAGENCY, INC.
                                   INTERWORKS COMPUTER PRODUCTS
                                   MANU-TRONICS, INC.
                                   MOOSE ACQUISITION SUBSIDIARY, INC.
                                   SANMINA CANADA HOLDINGS, INC.
                                   SANMINA ENCLOSURE SYSTEMS USA, INC.
                                   SANMINA-SCI SYSTEMS (ALABAMA) INC.
                                   SANMINA-SCI SYSTEMS ENCLOSURES LLC
                                   SCI ENCLOSURES (DENTON), INC.
                                   SCI HOLDINGS, INC.
                                   SCI SYSTEMS, INC.
                                   SCI TECHNOLOGY, INC.
                                   SCIMEX, INC.
                                   VIKING COMPONENTS INCORPORATED

                                   All By:______________________________________
                                          Name:    Rick R. Ackel
                                          Title:   Chief Financial Officer

Interco Subordination Agreement

<PAGE>

                                   SCI PLANT No. 2, L.L.C.
                                   SCI PLANT No. 3, L.L.C.
                                   SCI PLANT No. 4, L.L.C.
                                   SCI PLANT No. 5, L.L.C.
                                   SCI PLANT No. 27, L.L.C.
                                   SCI PLANT No. 30, L.L.C.

                                   All by:

                                   SANMINA-SCI SYSTEMS (ALABAMA) INC.,
                                   their Sole Member

                                   By:    ______________________________________
                                          Name:    Rick R. Ackel
                                          Title:   Chief Financial Officer

Interco Subordination Agreement

<PAGE>

                                   SCI PLANT No. 12, L.L.C.
                                   SCI PLANT No. 22, L.L.C.

                                   All by:

                                   SCI TECHNOLOGY, INC.,
                                   their Sole Member

                                   By:    ______________________________________
                                          Name:    Rick R. Ackel
                                          Title:   Chief Financial Officer

Interco Subordination Agreement

<PAGE>

                                   SANMINA GENERAL, L.L.C.
                                   SANMINA LIMITED, L.L.C.
                                   SANMINA-SCI, LLC

                                   All by:

                                   SANMINA-SCI CORPORATION,
                                   their Sole Member

                                   By:    ______________________________________
                                          Name:    Rick R. Ackel
                                          Title:   Executive Vice President and
                                                   Chief Financial Officer

Interco Subordination Agreement

<PAGE>

                                    SANMINA TEXAS, L.P.

                                    By:   SANMINA GENERAL, L.L.C.,
                                          Its General Partner

                                          By:    SANMINA-SCI CORPORATION,
                                                 Its Sole Member

                                          By:    ______________________________
                                          Name:  Rick R. Ackel
                                          Title: Executive Vice President and
                                                 Chief Financial Officer

Interco Subordination Agreement

<PAGE>

                                   LASALLE BUSINESS CREDIT, INC., as First Lien
                                   Collateral Agent

                                   By:    ______________________________________
                                          Name:
                                          Title:

Interco Subordination Agreement

<PAGE>

                                   STATE STREET BANK AND TRUST COMPANY OF
                                   CALIFORNIA, N.A., as Second Lien Collateral
                                   Trustee

                                   By:    ______________________________________
                                          Name:
                                          Title:

Interco Subordination Agreement

<PAGE>

                                                                       EXHIBIT A

                         FORM OF SUPPLEMENTAL AGREEMENT

                  This SUPPLEMENTAL AGREEMENT, dated as of [____________] (this
"SUPPLEMENTAL AGREEMENT") is delivered pursuant to that certain Interco
Subordination Agreement, dated as of December 23, 2002 (as it may be amended,
supplemented or otherwise modified, the "INTERCO SUBORDINATION AGREEMENT";
undefined terms used in this Supplemental Agreement have the meanings ascribed
to them in the Interco Subordination Agreement), among SANMINA-SCI CORPORATION
(the "COMPANY"), certain Subsidiaries of Company that may from time to time
become a party thereto as a subordinated creditor pursuant to the terms thereof
and of the Senior Debt Agreements (collectively, the "SUBORDINATED CREDITORS"),
each Guarantor under the Senior Debt Agreements, LASALLE BUSINESS CREDIT, INC.,
as collateral agent for the Secured Parties under the Credit Agreement (together
with any successor collateral agent, the "FIRST LIEN COLLATERAL AGENT"), STATE
STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as collateral agent for the
Holders (together with any successor collateral agent, the "SECOND LIEN
COLLATERAL TRUSTEE"; and collectively with the First Lien Collateral Agent, the
"COLLATERAL AGENTS").

                  SECTION 1. The undersigned hereby:

                          (a)      agrees that this Supplemental Agreement may
be attached to the Interco Subordination Agreement and that by the execution and
delivery hereof, the undersigned becomes a Subordinated Creditor under the
Interco Subordination Agreement and agrees to be bound by all of the terms
thereof;

                          (b)      represents and warrants that no event has
occurred or is continuing as of the date hereof, or will result from the
transactions contemplated hereby on the date hereof, that would constitute an
Event of Default or a Default.

                  SECTION 2. The undersigned agrees to take such additional
actions and to execute and deliver such additional documents and instruments
from time to time upon request of the First Lien Collateral Agent (prior to the
date on which a notice of termination is received by Company from the First Lien
Collateral Agent pursuant to Section 23 herein) or the Second Lien Collateral
Trustee (after the date on which a notice of termination is received by Company
from the First Lien Collateral Agent pursuant to Section 23 herein) to effect
the transactions contemplated by, and to carry out the intent of, this
Supplemental Agreement. Neither this Supplemental Agreement nor any term hereof
may be changed, waived, discharged or terminated, except by an instrument in
writing signed by the party (including, if applicable, any party required to
evidence its consent to or acceptance of this Supplemental Agreement) against
whom enforcement of such change, waiver, discharge or termination is sought. Any
notice or other communication herein required or permitted to be given shall be
given in accordance with Section 15 of the Interco Subordination Agreement, and
all for purposes thereof, the notice address of the undersigned shall be the
address set forth on the signature page hereof. If any provision in or
obligation under this Supplemental Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

                  The terms of Sections 19 through 22 of the Interco
Subordination Agreement are hereby incorporated by reference.

                  [remainder of page intentionally left blank]

                                       A-1

<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this
Supplemental Agreement to be duly executed and delivered by its duly authorized
officer as of the date first written above.

                                  [NAME OF ADDITIONAL
                                  SUBORDINATED CREDITOR]

                                  By:     ______________________________________
                                          Name:
                                          Title:

                                  Address for Notices:
                                  ______________________________________________
                                  ______________________________________________
                                  ______________________________________________
                                  Facsimile:(____)
                                  Telephone: (____)
                                  Attention:

                                  with a copy to:
                                  ______________________________________________
                                  ______________________________________________
                                  ______________________________________________
                                  Facsimile:(____)
                                  Telephone: (____)
                                  Attention:

                                       A-1

<PAGE>

ACKNOWLEDGED AND ACCEPTED
as of the date first written above:

LASALLE BUSINESS CREDIT, INC.,
as First Lien Collateral Agent

By:    ______________________________________
       Name:
       Title:

<PAGE>

ACKNOWLEDGED AND ACCEPTED
 as of the date first written above:

STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A.,
as Second Lien Collateral Trustee

By:    ______________________________________
       Name:
       Title:

<PAGE>

                                                                    EXHIBIT O TO
                                                   CREDIT AND GUARANTY AGREEMENT

                             INTERCREDITOR AGREEMENT

                  INTERCREDITOR AGREEMENT, dated as of December 23, 2002, among
LASALLE BUSINESS CREDIT, INC., in its capacity as collateral agent for the First
Lien Obligations, including its successors and assigns from time to time (the
"FIRST LIEN COLLATERAL AGENT"), STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A., in its capacity as collateral trustee for the Second Lien
Obligations, including its successors and assigns from time to time (the "SECOND
LIEN COLLATERAL TRUSTEE"), each New First Lien Claimholder Representative (as
defined below) which may become a party hereto from time to time by executing a
Joinder Agreement (as defined below) and SANMINA-SCI CORPORATION, a Delaware
corporation ("PARENT").

                              W I T N E S S E T H:

                  WHEREAS, Parent, certain Subsidiaries (such term and each
other capitalized term used herein having the meanings set forth in Section 1
below), as guarantors (such Subsidiaries and any future Subsidiaries providing a
guaranty thereof, the "GUARANTOR SUBSIDIARIES"), certain lenders, Goldman, Sachs
Credit Partners, L.P., as lead arranger, syndication agent and administrative
agent and LaSalle Business Credit, Inc. as the collateral agent and
documentation agent have entered into a Credit and Guaranty Agreement dated as
of even date herewith (as further amended, supplemented, modified or Refinanced
from time to time, the "SENIOR CREDIT AGREEMENT");

                  WHEREAS, Parent, such Guarantor Subsidiaries and State Street
Bank and Trust Company of California, N.A., in its capacity as trustee (the
"PUBLIC TRUSTEE") have entered into an Indenture dated as of December 23, 2002
(as amended, supplemented or otherwise modified from time to time, the
"INDENTURE"), pursuant to which Parent has issued the Notes and such Guarantor
Subsidiaries have guaranteed the Notes;

                  WHEREAS, the obligations of Parent and such Guarantor
Subsidiaries under the Senior Credit Agreement and any Hedge Agreement with
Lenders under the Senior Credit Agreement will be secured by substantially all
the assets of Parent and such Guarantor Subsidiaries, respectively, pursuant to
the terms of the First Lien Collateral Documents;

                  WHEREAS, the obligations of Parent, and such Guarantor
Subsidiaries under the Indenture and the Notes will be secured by substantially
all the assets of Parent and such Guarantor Subsidiaries, respectively, pursuant
to the terms of the Second Lien Collateral Documents;

                  WHEREAS, Parent and the Guarantor Subsidiaries may, from time
to time, incur additional secured debt which Parent may designate as having
either a first priority security interest in the Common Collateral or a second
priority security interest in the Common Collateral in accordance with the
Indenture and any First Lien Credit Documents in existence at the time of such
incurrence; and

                  WHEREAS, the First Lien Credit Documents and the Second Lien
Credit Documents provide, among other things, that the parties thereto shall set
forth in this Agreement their respective rights and remedies with respect to the
Common Collateral; and

                  WHEREAS, in order to induce the First Lien Collateral Agent
and the First Lien Claimholders to consent to Grantors incurring the Second Lien
Obligations and to induce the First Lien Claimholders to extend credit and other
financial accommodations and lend monies to or for the benefit of Parent or any
other Grantor, the Second Lien Collateral Trustee on behalf of the Second Lien
Claimholders has agreed to the subordination, intercreditor and other provisions
set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and obligations herein set forth and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

INTERCREDITOR AGREEMENT

                                  EXHIBIT O-1

<PAGE>

                  1.       (a)  Definitions. As used in this Agreement, the
         following terms have the meanings specified below:

                  "AGREEMENT" means this Agreement, as amended, renewed,
extended, supplemented or otherwise modified from time to time in accordance
with the terms hereof.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy", as now and hereafter in effect, or any successor statute.

                  "BANKRUPTCY LAW" means the Bankruptcy Code and any similar
federal, state or foreign law for the relief of debtors.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday or
any day which is a legal holiday under the laws of the State of New York or is a
day on which banking institutions located in such state are required or
authorized by law or other governmental action to close.

                  "COMMON COLLATERAL" means all of the assets of any Grantor,
whether real, personal or mixed, constituting both First Lien Collateral and
Second Lien Collateral.

                  "COMPARABLE SECOND LIEN COLLATERAL DOCUMENT" means, in
relation to any Common Collateral subject to any Lien created under any First
Lien Collateral Document, that Second Lien Credit Document which creates a Lien
on the same Common Collateral, granted by the same Grantor.

                  "CURRENCY EXCHANGE PROTECTION AGREEMENT" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to manage or hedge
fluctuations in currency exchange rates.

                  "DISCHARGE OF FIRST LIEN OBLIGATIONS" means, except to the
extent otherwise provided in Section 4.6, (a) payment in full in cash of the
principal of and interest (including interest accruing on or after the
commencement of any Insolvency or Liquidation Proceeding, whether or not such
interest would be allowed in such Insolvency or Liquidation proceeding) and
premium, if any, on all Indebtedness outstanding under the First Lien Credit
Documents, (b) any other First Lien Obligations that are due and payable or
otherwise accrued and owing at or prior to the time such principal and interest
are paid, and (c) the termination of all other commitments of the First Lien
Claimholders under the First Lien Credit Documents.

                  "FIRST LIEN CLAIMHOLDER REPRESENTATIVE" means (i) initially,
prior to the existence of any New First Lien Claimholder Representative, the
First Lien Collateral Agent, (ii) at any time when the First Lien Obligations
are held by First Lien Claimholders represented by the First Lien Collateral
Agent and/or any New First Lien Claimholder Representative(s) or by more than
one New First Lien Claimholder Representative, any or all of such Persons acting
jointly or in an agency or other similar representative capacity according to
any agreement that may be entered into among such Persons or among such Persons
and the First Lien Claimholders from time to time, and (iii) at any time when
First Lien Obligations are held by one or more First Lien Claimholders
represented by a single New First Lien Claimholder Representative, such New
First Lien Claimholder Representative. With respect to any Collateral which must
be perfected by possession or control or with respect to which an assignment or
delivery must be made pursuant to the terms of this Agreement, the First Lien
Claimholder Representative for such purposes during any period in which there is
more than one First Lien Claimholder Representative shall be the First Lien
Collateral Agent unless otherwise notified by a Person designated to be the
First Lien Claimholder Representative for such purposes in a written notice to
the Second Lien Collateral Trustee executed by each then existing First Lien
Claimholder Representative.

                  "FIRST LIEN CLAIMHOLDERS" means, at any relevant time, the
holders of First Lien Obligations at such time, including without limitation the
lenders and agents under the Senior Credit Agreement.

                  "FIRST LIEN COLLATERAL" means all of the assets of any
Grantor, whether real, personal or mixed, with respect to which a Lien is
granted as security for any First Lien Obligations.

INTERCREDITOR AGREEMENT

                                  EXHIBIT O-2

<PAGE>

                  "FIRST LIEN COLLATERAL DOCUMENTS" means the Collateral
Documents (as defined in the Senior Credit Agreement) and any other agreement,
document or instrument pursuant to which a Lien is granted securing any First
Lien Obligations or under which rights or remedies with respect to such Liens
are governed.

                  "FIRST LIEN CREDIT DOCUMENTS" means the Senior Credit
Agreement and the Credit Documents (as defined in the Senior Credit Agreement)
and each of the other agreements, documents and instruments providing for or
evidencing any other First Lien Obligation, and any other document or instrument
executed or delivered at any time in connection with any First Lien Obligations,
including any intercreditor or joinder agreement among holders of First Lien
Obligations, to the extent such are effective at the relevant time.

                  "FIRST LIEN OBLIGATIONS" means (a) all Obligations outstanding
under the Senior Credit Agreement, including, without limitation, the Hedge
Agreements (as defined in the Senior Credit Agreement), that are not prohibited
by the Indenture as in effect on the date hereof, and (b) all other Obligations
(i) that are designated by Parent as First Lien Obligations through a Joinder
Agreement and (ii) with respect to which the holder or holders thereof or a
representative or agent for the holder or holders thereof have entered into a
Joinder Agreement, and (iii) that are not prohibited by any First Lien Credit
Document or Second Lien Credit Document in existence at the time of incurrence
thereof, provided, that, so long as an Indenture Full Release Event has not
occurred, such Obligations shall have been incurred in connection with the
granting of a Permitted Lien (as defined in paragraph (a) of the definition
thereof in the Indenture). To the extent any payment with respect to the First
Lien Obligations (whether by or on behalf of any Grantor, as proceeds of
security, enforcement of any right of set-off or otherwise) is declared to be
fraudulent or preferential in any respect, set aside or required to be paid to a
debtor in possession, trustee, receiver or similar Person, then the obligation
or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred. "First Lien
Obligations" shall include all interest accrued or accruing (or which would,
absent commencement of an Insolvency or Liquidation Proceeding, accrue) after
commencement of an Insolvency or Liquidation Proceeding in accordance with the
rate specified in the relevant First Lien Credit Document whether or not the
claim for such interest is allowed as a claim in such Insolvency or Liquidation
Proceeding.

                  "GOVERNMENTAL AUTHORITY" means any federal, state, municipal,
national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political subdivision thereof or any
entity or officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

                  "GRANTORS" means Parent and each of the Guarantor Subsidiaries
that have executed and delivered, or will execute and deliver, a Second Lien
Collateral Document or a First Lien Collateral Document.

                  "GUARANTOR SUBSIDIARIES" has the meaning set forth in the
recitals hereto.

                  "HEDGING OBLIGATION" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement or any other similar agreement or arrangement.

                  "INDEBTEDNESS" means and includes all Obligations that
constitute "Indebtedness" within the meaning of the Senior Credit Agreement or
"Debt" within the meaning of the Indenture.

                  "INDENTURE" has the meaning set forth in the recitals hereto.

                  "INDENTURE FULL RELEASE EVENT" has the meaning set forth in
the Second Lien Collateral Trust Agreement.

                  "INSOLVENCY OR LIQUIDATION PROCEEDING" means (a) any voluntary
or involuntary case or proceeding under the Bankruptcy Code with respect to any
Grantor, (b) any other voluntary or involuntary insolvency, reorganization or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding with respect to any Grantor or with respect
to a material portion of their respective assets, (c) any liquidation,
dissolution, reorganization or winding up of any Grantor whether voluntary or

INTERCREDITOR AGREEMENT

                                  EXHIBIT O-3

<PAGE>

involuntary and whether or not involving insolvency or bankruptcy or (d) any
assignment for the benefit of creditors or any other marshalling of assets and
liabilities of any Grantor.

                  "INTEREST RATE AGREEMENT" means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which
is for the purpose of managing the interest rate exposure associated with
Parent's and its Subsidiaries' operations and not for speculative purposes.

                  "JOINDER AGREEMENT" has the meaning set forth in Section 7
hereof.

                  "LIEN" means (a) any lien, mortgage, pledge, assignment,
security interest, charge or encumbrance of any kind (including any agreement to
give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing and
(b) in the case of Securities, any purchase option, call or similar right of a
third party with respect to such securities.

                  "NEW FIRST LIEN CLAIMHOLDER" means any First Lien Claimholder
for the benefit of whom the First Lien Collateral Agent does not act as
lienholder with respect to the Common Collateral (except with respect to any
Pledged Collateral).

                  "NEW FIRST LIEN CLAIMHOLDER REPRESENTATIVE" means (i) any
agent, trustee or other representative acting as lienholder with respect to
Collateral on behalf of one or more New First Lien Claimholders, or (ii) a New
First Lien Claimholder if such New First Lien Claimholder acts as lienholder
with respect to Collateral on its own behalf.

                  "NOTEHOLDER CLAIMS" means all Obligations in respect of the
Notes or arising under the Noteholder Documents or any of them.

                  "NOTEHOLDER DOCUMENTS" means (a) the Indenture, the Notes and
the Second Lien Collateral Documents, to the extent that such documents secure
the Noteholder Claims, and (b) any other related document or instrument executed
and delivered pursuant to any Noteholder Document described in clause (a) of
this definition evidencing or governing any Obligations thereunder.

                  "NOTEHOLDERS" mean the Persons holding Noteholder Claims.

                  "NOTES" mean (a) the 10.375% Senior Secured Notes due January
15, 2010 issued by Parent under the Indenture, and (b) any additional notes
issued under the Indenture by Parent, to the extent permitted by the Indenture
and the Senior Credit Agreement.

                  "OBLIGATIONS" means any and all obligations with respect to
the payment of (a) any principal of or interest or premium on any indebtedness,
including any reimbursement obligation in respect of any letter of credit, or
any other liability, (b) any fees, indemnification obligations, expense
reimbursement obligations or other liabilities payable under the documentation
governing any indebtedness, (c) any obligation to post cash collateral in
respect of letters of credit and any other obligations or (d) any Hedging
Obligations.

                  "OFFICER'S CERTIFICATE" has the meaning set forth in the
Indenture.

                  "PERSON" means and includes any natural persons, corporations,
limited liability companies, trusts, joint stock companies, banks, trust
companies, land trusts, business trusts or other organizations, entities, joint
ventures, associations, companies, partnership, entity or other parties,
including any Governmental Authority.

                  "PLEDGED COLLATERAL" means (a) the "Pledged Securities" under,
and as defined in, the Second Lien Security Agreement, and (b) any other Common
Collateral in the possession of any First Lien Claimholder Representative (or
its agents or bailees), to the extent that possession thereof is taken to
perfect a Lien thereon under the Uniform Commercial Code.

INTERCREDITOR AGREEMENT

                                  EXHIBIT O-4

<PAGE>

                  "RECOVERY" has the meaning set forth in Section 5.5 hereof.

                  "REFINANCE" means, in respect of any indebtedness, to
refinance, extend, renew, defease, amend, modify, supplement, restructure,
replace, refund or repay, or to issue other indebtedness, in exchange or
replacement for, such indebtedness. "Refinanced" and "Refinancing" shall have
correlative meanings.

                  "SECOND LIEN CLAIMHOLDERS" means, at any relevant time, the
holders of Second Lien Obligations at such time, including without limitation
the Noteholders.

                  "SECOND LIEN COLLATERAL" means all of the assets of any
Grantor, whether real, personal or mixed, with respect to which a Lien is
granted as security for any Second Lien Obligations.

                  "SECOND LIEN COLLATERAL DOCUMENTS" means the Security
Documents (as defined in the Second Lien Collateral Trust Agreement) and any
other agreement, document or instrument pursuant to which a Lien is granted
securing any Second Lien Obligations or under which rights or remedies with
respect to such Liens are governed.

                  "SECOND LIEN COLLATERAL TRUST AGREEMENT" means the second
lien collateral trust agreement dated as of December 23, 2002 among Parent, the
Guarantor Subsidiaries and the Second Lien Collateral Trustee, in its capacity
as collateral trustee for the Second Lien Obligations.

                  "SECOND LIEN COLLATERAL TRUSTEE" has the meaning set forth in
the introductory paragraph hereof.

                  "SECOND LIEN CREDIT DOCUMENTS" means the Noteholder Documents
and each of the other agreements, documents and instruments providing for or
evidencing any other Second Lien Obligation, and any other document or
instrument executed or delivered at any time in connection with any Second Lien
Obligations, to the extent such are effective at the relevant time.

                  "SECOND LIEN LENDERS" means the holders of any Second Lien
Obligations other than the Noteholder Claims.

                  "SECOND LIEN MORTGAGES" means a collective reference to each
mortgage, deed of trust and any other document or instrument under which any
Lien on real property owned by any Grantor is granted to secure any Second Lien
Obligations or under which rights or remedies with respect to any such Liens are
governed.

                  "SECOND LIEN OBLIGATIONS" means (a) the Noteholder Claims and
(b) any other extension of credit secured by a Permitted Lien (as defined in the
Indenture) that is designated by Parent as having a second priority interest in
the Common Collateral in accordance with the provisions of the Second Lien
Collateral Trust Agreement. To the extent any payment with respect to the Second
Lien Obligations (whether by or on behalf of any Grantor, as proceeds of
security, enforcement of any right of set-off or otherwise) is declared to be
fraudulent or preferential in any respect, set aside or required to be paid to a
debtor in possession, trustee, receiver or similar Person, then the obligation
or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred.

                  "SECOND LIEN SECURITY AGREEMENT" means the Pledge and Security
Agreement, dated as of December 23, 2002, and any successor or replacement
thereof, among Parent, the other Grantors and the Second Lien Collateral
Trustee.

                  "SECURITIES" means any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences or indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

INTERCREDITOR AGREEMENT

                                  EXHIBIT O-5

<PAGE>

                  "SENIOR CREDIT AGREEMENT" has the meaning set forth in the
recitals hereto.

                  "SUBSIDIARY" means, in respect of Parent, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which a majority of the total voting
power is at the time owned or controlled, directly or indirectly, by Parent,
Parent and one or more of its Subsidiaries, or one or more of its Subsidiaries,
and any other "Subsidiary" of Parent, as defined in the Indenture or the Senior
Credit Agreement.

                  "TRUSTEE" means State Street Bank and Trust Company of
California, N.A., in its capacity as trustee under the Indenture.

                  "UNIFORM COMMERCIAL CODE" or "UCC" means the Uniform
Commercial Code as from time to time in effect in the State of New York

                  (b)      Terms Generally. 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 (a) any definition of or
reference to any agreement%, instrument or other document herein shall be
construed as referring to such agreement%, instrument or other document as from
time to time amended%, supplemented or otherwise modified, (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder"%, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Sections shall be
construed to refer to Sections of this Agreement and (e) 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.

                  Section 1.        Lien Priorities.

                  1.1      Subordination. Notwithstanding the date, manner
or order of grant, attachment or perfection of any Liens securing the Second
Lien Obligations granted on the Common Collateral or of any Liens securing the
First Lien Obligations granted on the Common Collateral and notwithstanding any
provision of the UCC, or any applicable law or the Second Lien Credit Documents
or any other circumstance whatsoever, the Second Lien Collateral Trustee, on
behalf of itself and the Second Lien Claimholders, hereby agrees that: (a) any
Lien on the Common Collateral securing any First Lien Obligations now or
hereafter held by or on behalf of any First Lien Claimholder Representative or
any First Lien Claimholders or any agent or trustee therefor, regardless of how
acquired, whether by grant, possession, statute, operation of law, subrogation
or otherwise, shall be senior in all respects and prior to any Lien on the
Common Collateral securing any of the Second Lien Obligations; and (b) any Lien
on the Common Collateral now or hereafter held by or on behalf of the Second
Lien Collateral Trustee, any Second Lien Claimholders or any agent or trustee
therefor regardless of how acquired, whether by grant, possession, statute,
operation of law, subrogation or otherwise, shall be junior and subordinate in
all respects to all Liens on the Common Collateral securing any First Lien
Obligations. All Liens on the Common Collateral securing any First Lien
Obligations shall be and remain senior in all respects and prior to all Liens on
the Common Collateral securing any Second Lien Obligations for all purposes,
whether or not such Liens securing any First Lien Obligations are subordinated
to any Lien securing any other obligation of Parent, any other Grantor or any
other Person.

                  1.2      Prohibition on Contesting Liens. Each of the Second
Lien Collateral Trustee, for itself and on behalf of each Second Lien
Claimholder, and the First Lien Collateral Agent, for itself and on behalf of
each First Lien Claimholder (other than any New First Lien Claimholder), and any
New First Lien Claimholder Representative, for itself and on behalf of each New
First Lien Claimholder that it represents, agrees that it shall not (and hereby
waives any right to) contest or support any other Person in contesting, in any
proceeding (including any Insolvency or Liquidation Proceeding), the priority,
validity or enforceability of a Lien held by or on behalf of any of the First
Lien Claimholders in the First Lien Collateral or by or on behalf of any of the
Second Lien Claimholders in the Common Collateral, as the case may be; provided
that nothing in this Agreement shall be construed to prevent or impair the
rights of any First Lien Claimholder Representative or any First Lien
Claimholder to enforce this Agreement, including the priority of the Liens
securing the First Lien Obligations as provided in Section 2.1.

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-6

<PAGE>

                  1.3      No New Liens. So long as the Discharge of First Lien
Obligations has not occurred, the parties hereto agree that: (a) Parent shall
not, and shall not permit any Guarantor Subsidiary to, grant or permit any
additional Liens on any asset to secure any Second Lien Obligation unless it has
also granted a Lien on such asset to secure the First Lien Obligations; and (b)
to the extent any of the First Lien Obligations are not secured by Liens on any
such asset, Parent shall grant, convey and assign, and shall cause the
applicable Guarantor Subsidiary to grant, convey and assign, a Lien on such
asset to secure the First Lien Obligations.

                  Section 2.        Enforcement.

                  2.1      Exercise of Remedies

                           (a)  So long as the Discharge of First Lien
Obligations has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against Parent or any other Grantor: (i) the
Second Lien Collateral Trustee and the Second Lien Claimholders will not
exercise or seek to exercise any rights or remedies (including set-off) with
respect to any Common Collateral, institute any action or proceeding with
respect to such rights or remedies (including any action of foreclosure),
contest, protest or object to any foreclosure proceeding or action brought by
any First Lien Claimholder Representative or any First Lien Claimholder, the
exercise of any right under any lockbox agreement, control account agreement,
landlord waiver or bailee's letter or similar agreement or arrangement to which
the Second Lien Collateral Trustee or any Second Lien Claimholder is a party, or
any other exercise by any First Lien Claimholder Representative or any First
Lien Claimholder, of any rights and remedies relating to the Common Collateral
under the First Lien Credit Documents or otherwise, or object to the forbearance
by any First Lien Claimholder Representative or the First Lien Claimholders from
bringing or pursuing any foreclosure proceeding or action or any other exercise
of any rights or remedies relating to the Common Collateral; and (ii) the First
Lien Claimholder Representative(s) and the First Lien Claimholders shall have
the exclusive right to enforce rights, exercise remedies (including set-off and
the right to credit bid their debt) and make determinations regarding the
release, disposition, or restrictions with respect to the Common Collateral
without any consultation with or the consent of the Second Lien Collateral
Trustee or any Second Lien Claimholder; provided, that (A) in any Insolvency or
Liquidation Proceeding commenced by or against Parent or any other Grantor, the
Second Lien Collateral Trustee may file a claim or statement of interest with
respect to the Second Lien Obligations, and (B) the Second Lien Collateral
Trustee may take any action (not adverse to the prior Liens on the Common
Collateral securing the First Lien Obligations, or the rights of any First Lien
Claimholder Representative or the First Lien Claimholders to exercise remedies
in respect thereof) in order to preserve or protect its Lien on the Common
Collateral. In exercising rights and remedies with respect to the Common
Collateral, any First Lien Claimholder Representative and the First Lien
Claimholders may enforce the provisions of the First Lien Credit Documents and
exercise remedies thereunder, all in such order and in such manner as they may
determine in the exercise of their sole discretion. Such exercise and
enforcement shall include the rights of an agent appointed by them to sell or
otherwise dispose of Common Collateral upon foreclosure, to incur expenses in
connection with such sale or disposition, and to exercise all the rights and
remedies of a secured First Lien Claimholder under the Uniform Commercial Code
of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws
of any applicable jurisdiction.

                           (b)  The Second Lien Collateral Trustee, on behalf of
itself and the Second Lien Claimholders, agrees that, it will not take or
receive any Common Collateral or any proceeds of Common Collateral in connection
with the exercise of any right or remedy (including set-off) with respect to any
Common Collateral, unless and until the Discharge of First Lien Obligations has
occurred, except as expressly provided in the proviso in clause (ii) of Section
2.1(a) of this Agreement. Without limiting the generality of the foregoing,
unless and until the Discharge of First Lien Obligations has occurred, except as
expressly provided in the proviso in clause (ii) of Section 2.1(a) of this
Agreement, the sole right of the Second Lien Collateral Trustee and the Second
Lien Claimholders with respect to the Common Collateral is to hold a Lien on the
Common Collateral pursuant to the Second Lien Collateral Trust Agreement for the
period and to the extent granted therein and to receive a share of the proceeds
thereof, if any, after the Discharge of the First Lien Obligations has occurred.

                           (c)  Subject to the proviso in clause (ii) of Section
2.1(a) of this Agreement, (i) the Second Lien Collateral Trustee, for itself or
on behalf of the Second Lien Claimholders, agrees that the Second Lien
Collateral Trustee and the Second Lien Claimholders will not take any action
that would hinder any exercise of remedies under the First Lien Credit
Documents, including any sale, lease, exchange, transfer or other disposition of

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-7

<PAGE>

the Common Collateral, whether by foreclosure or otherwise, and (ii) the Second
Lien Collateral Trustee, for itself and on behalf of the Second Lien
Claimholders, hereby waives any and all rights it or the Second Lien
Claimholders may have as a junior lien creditor or otherwise to object to the
manner in which any First Lien Claimholder Representative or the First Lien
Claimholders seek to enforce or collect the First Lien Obligations or the Liens
granted in any of the First Lien Collateral, regardless of whether any action or
failure to act by or on behalf of any First Lien Claimholder Representative or
First Lien Claimholders is adverse to the interest of the Second Lien
Claimholders.

                           (d)  The Second Lien Collateral Trustee hereby
acknowledges and agrees that no covenant, agreement or restriction contained in
the Second Lien Collateral Trust Agreement or any other Second Lien Credit
Document shall be deemed to restrict in any way the rights and remedies of the
First Lien Claimholder Representative or the First Lien Claimholders with
respect to the Common Collateral as set forth in this Agreement and the First
Lien Credit Documents.

                  2.2      Cooperation. Subject to the proviso in clause (ii)
of Section 2.1(a) of this Agreement, the Second Lien Collateral Trustee, on
behalf of itself and the Second Lien Claimholders, agrees that, unless and until
the Discharge of First Lien Obligations has occurred, it will not commence, or
join with any Person (other than the First Lien Claimholders or any First Lien
Claimholder Representative upon the request thereof pursuant to a Joinder
Agreement) in commencing, any enforcement, collection, execution, levy or
foreclosure action or proceeding (including, without limitation, any Insolvency
or Liquidation Proceeding) with respect to any Lien held by it under the Second
Lien Collateral Trust Agreement or any other Second Lien Credit Document or
otherwise.

                  Section 3.        Payments.

                  3.1      Application of Proceeds. So long as the Discharge of
First Lien Obligations has not occurred, any proceeds of Common Collateral
received in connection with the sale or other disposition of, or collection on,
such Common Collateral upon the exercise of remedies, shall be applied by the
First Lien Claimholder Representative(s) to the First Lien Obligations in such
order as specified in the relevant First Lien Credit Documents. Upon the
Discharge of the First Lien Obligations, any First Lien Claimholder
Representative shall deliver to the Second Lien Collateral Trustee any proceeds
of Common Collateral held by it in the same form as received, with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct to be
applied by the Second Lien Collateral Trustee to the Second Lien Obligations in
such order as specified in the Second Lien Collateral Trust Agreement.

                   3.2     Payments Over. Any Common Collateral or proceeds
thereof received by the Second Lien Collateral Trustee or any Second Lien
Claimholders in connection with the exercise of any right or remedy (including
set-off) relating to the Common Collateral in contravention of this Agreement
shall be segregated and held in trust and forthwith paid over to the First Lien
Claimholder Representative for the benefit of the First Lien Claimholders in the
same form as received, with any necessary endorsements or as a court of
competent jurisdiction may otherwise direct. Each First Lien Claimholder
Representative is hereby authorized to make any such endorsements as agent for
the Second Lien Collateral Trustee or any such Second Lien Claimholders. This
authorization is coupled with an interest and is irrevocable.

                  Section 4.        Other Agreements.

                  4.1      Releases.

                           (a)      If, in connection with:

                                    (i)    the exercise of the First Lien
Claimholder Representative's remedies in respect of the Common Collateral
provided for in Section 2.1, including any sale, lease, exchange, transfer or
other disposition of any such Common Collateral;

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-8

<PAGE>

                                    (ii)   any sale, lease, exchange, transfer
or other disposition of any Common Collateral permitted under the terms of the
First Lien Credit Documents (whether or not an event of default thereunder, and
as defined therein, has occurred and is continuing); or

                                    (iii)   any agreement (not contravening the
First Lien Credit Documents) between any First Lien Claimholder Representative
and Parent or any other Grantor to release the First Lien Claimholder
Representative's Lien on any portion of the Common Collateral or to release any
Grantor from its obligations under its guaranty of the First Lien Obligations,
provided that after giving effect to the release, First Lien Obligations secured
by any of the remaining Common Collateral remain outstanding,

the First Lien Claimholder Representative, for itself or on behalf of any of the
First Lien Claimholders, releases any of its Liens on any part of the Common
Collateral, or releases any Grantor from its obligations under its guaranty of
the First Lien Obligations, then the Liens, if any, of the Second Lien
Collateral Trustee, for itself or for the benefit of the Second Lien
Claimholders, on such Common Collateral, and the obligations of such Grantor
under its guaranty of the Noteholder Claims and any other Second Lien
Obligations, shall be automatically, unconditionally and simultaneously released
and the Second Lien Collateral Trustee, for itself or on behalf of any such
Second Lien Claimholders, promptly shall execute and deliver to the First Lien
Collateral Representative or such Grantor such termination statements, releases
and other documents as the First Lien Claimholder Representative or such Grantor
may request to effectively confirm such release.

                           (b)      Until the Discharge of First Lien
Obligations occurs, the Second Lien Collateral Trustee, for itself and on behalf
of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the
First Lien Claimholder Representative and any officer or agent of the First Lien
Claimholder Representative, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of the Second Lien Collateral Trustee or such holder or in the First
Lien Claimholder Representative's own name, from time to time in the First Lien
Claimholder Representative's discretion, for the purpose of carrying out the
terms of this Section 4.1, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of this Section 4.1, including any endorsements or other
instruments of transfer or release.

                  4.2      Insurance. Unless and until the Discharge of First
Lien Obligations has occurred, the First Lien Claimholder Representative and the
First Lien Claimholders shall have the sole and exclusive right, subject to the
rights of the Grantors under the First Lien Credit Documents, to adjust
settlement for any insurance policy covering the Common Collateral in the event
of any loss thereunder and to approve any award granted in any condemnation or
similar proceeding (or any deed in lieu of condemnation) affecting the Common
Collateral. Unless and until the Discharge of First Lien Obligations has
occurred, and subject to the rights of the Grantors under the First Lien
Collateral Documents, all proceeds of any such policy and any such award (or any
payments with respect to a deed in lieu of condemnation) if in respect to the
Common Collateral shall be paid to the First Lien Claimholder Representative for
the benefit of the First Lien Claimholders pursuant to the terms of the First
Lien Credit Documents and thereafter, to the extent no First Lien Obligations
are outstanding, to the Second Lien Collateral Trustee for the benefit of the
Second Lien Claimholders to the extent required under the Second Lien Collateral
Trust Agreement and then to the owner of the subject property or as a court of
competent jurisdiction may otherwise direct. If the Second Lien Collateral
Trustee or any Second Lien Claimholders shall, at any time, receive any proceeds
of any such insurance policy or any such award or payment in contravention of
this Agreement, it shall pay such proceeds over to the First Lien Claimholder
Representative in accordance with the terms of Section 3.2 of this Agreement.

                  4.3      Amendments to Second Lien Collateral Documents.

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-9

<PAGE>

                           (a)      Without the prior written consent of the
First Lien Claimholder Representative, no Second Lien Collateral Document may be
amended, supplemented or otherwise modified or entered into to the extent such
amendment, supplement or modification, or the terms of any new Second Lien
Collateral Document, would contravene the provisions of this Agreement. Parent
agrees that each Second Lien Collateral Document shall include the following
language (or language to similar effect approved by the First Lien Claimholder
Representative):

                  "Notwithstanding anything herein to the contrary, the lien and
                  security interest granted to the Second Lien Collateral
                  Trustee pursuant to this Agreement and the exercise of any
                  right or remedy by the Second Lien Collateral Trustee
                  hereunder are subject to the provisions of the Intercreditor
                  Agreement, dated as of December 23, 2002 (as amended,
                  restated, supplemented or otherwise modified from time to
                  time, the "INTERCREDITOR AGREEMENT"), among LaSalle Business
                  Credit, Inc., as First Lien Collateral Agent, State Street
                  Bank and Trust Company of California, N.A., as Second Lien
                  Collateral Trustee, Sanmina-SCI Corporation and certain other
                  persons party or that may become party thereto from time to
                  time. In the event of any conflict between the terms of the
                  Intercreditor Agreement and this Agreement, the terms of the
                  Intercreditor Agreement shall govern and control."

In addition, Parent agrees that each Second Lien Mortgage covering any Common
Collateral shall contain such other language as the First Lien Claimholder
Representative may reasonably request to reflect the subordination of such
Second Lien Mortgage to the First Lien Collateral Document covering such Common
Collateral.

                           (b)      In the event the First Lien Claimholder
Representative or the First Lien Claimholders enter into any amendment, waiver
or consent in respect of any of the First Lien Collateral Documents for the
purpose of adding to, or deleting from, or waiving or consenting to any
departures from any provisions of, any First Lien Collateral Document or
changing in any manner the rights of the First Lien Claimholder Representative,
the First Lien Claimholders, Parent or any other Grantor thereunder, then such
amendment, waiver or consent shall apply automatically to any comparable
provision of the Indenture and the Comparable Second Lien Collateral Document
without the consent of the Second Lien Collateral Trustee or the Second Lien
Claimholders and without any action by the Second Lien Collateral Trustee,
Parent or any other Grantor, provided, that (A) no such amendment, waiver or
consent shall have the effect of (i) removing assets subject to the Lien of the
Second Lien Collateral Documents, except to the extent that a release of such
Lien is permitted by Section 4.1 of this Agreement, (ii) imposing duties on the
Second Lien Collateral Trustee without its consent, or (iii) permitting other
liens on the Collateral not permitted under the terms of the Second Lien Credit
Documents and (B) notice of such amendment, waiver or consent shall have been
given to the Second Lien Collateral Trustee.

                  4.4      Rights As Unsecured Creditors. Notwithstanding
anything to the contrary in this Agreement, (a) the Public Trustee and the
Noteholders may exercise rights and remedies as unsecured creditors against
Parent or any Subsidiary that has guaranteed the Noteholder Claims in accordance
with the terms of the Noteholder Documents and applicable law and (b) the other
Second Lien Claimholders may exercise rights and remedies as unsecured creditors
against Parent or any Guarantor Subsidiary in accordance with the terms of their
Second Lien Credit Documents and applicable law. Nothing in this Agreement shall
prohibit the receipt by the Public Trustee or any Second Lien Claimholders of
the required payments of interest and principal so long as such receipt is not
the direct or indirect result of the exercise by the Second Lien Collateral
Trustee or any Second Lien Claimholders of rights or remedies as a secured
creditor (including set-off) or enforcement in contravention of this Agreement
of any Lien held by any of them. In the event the Public Trustee or any Second
Lien Claimholders becomes a judgment lien creditor in respect of Common
Collateral as a result of its enforcement of its rights as an unsecured
creditor, such judgment lien shall be subordinated to the Liens securing First
Lien Obligations on the same basis as the other Liens securing the Second Lien
Obligations are so subordinated to such First Lien Obligations under this
Agreement. Nothing in this Agreement impairs or otherwise adversely affects any
rights or remedies the First Lien Claimholder Representative or the First Lien
Claimholders may have with respect to the First Lien Collateral.

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-10

<PAGE>

                  4.5      Bailee for Perfection.

                           (a)      The First Lien Claimholder Representative
agrees to hold the Pledged Collateral that is part of the Common Collateral in
its possession or control (or in the possession or control of its agents or
bailees) as bailee for the First Lien Claimholders and the Second Lien
Collateral Trustee and any assignee solely for the purpose of perfecting the
security interest granted in such Pledged Collateral pursuant to the First Lien
Collateral Documents and the Second Lien Pledge Agreement, subject to the terms
and conditions of this Section 4.5.

                           (b)      Until the Discharge of First Lien
Obligations has occurred, the First Lien Claimholder Representative shall be
entitled to deal with the Pledged Collateral in accordance with the terms of the
First Lien Credit Documents as if the Liens of the Second Lien Collateral
Trustee under the Second Lien Collateral Documents did not exist. The rights of
the Second Lien Collateral Trustee shall at all times be subject to the terms of
this Agreement and to the First Lien Claimholder Representative's rights under
the First Lien Credit Documents.

                           (c)      The First Lien Claimholder Representative
shall have no obligation whatsoever to the First Lien Claimholders and the
Second Lien Collateral Trustee or any Second Lien Claimholder to assure that the
Pledged Collateral is genuine or owned by any of the Grantors or to preserve
rights or benefits of any Person except as expressly set forth in this Section
4.5. The duties or responsibilities of the First Lien Collateral Representative
under this Section 4.5 shall be limited solely to holding the Pledged Collateral
as bailee in accordance with this Section 4.5.

                           (d)      The First Lien Collateral Representative
acting pursuant to this Section 4.5 shall not have by reason of the First Lien
Collateral Documents and the Second Lien Collateral Documents or this Agreement
or any other document a fiduciary relationship in respect of the First Lien
Claimholders, the Second Lien Collateral Trustee, any Second Lien Claimholder or
any other First Lien Claimholder Representative.

                           (e)      Upon the Discharge of the First Lien
Obligations under the First Lien Credit Documents to which the First Lien
Collateral Representative is a party, such First Lien Collateral Representative
shall deliver the remaining Pledged Collateral (if any) together with any
necessary endorsements, first, to any other First Lien Collateral Representative
to the extent First Lien Obligations remain outstanding, second, to the Second
Lien Collateral Trustee to the extent Second Lien Obligations remain
outstanding, and third, to Parent to the extent no First Lien Obligations or
Second Lien Obligations remain outstanding (in each case, so as to allow such
Person to obtain control of such Pledged Collateral). Such First Lien Collateral
Representative further agrees to take all other action reasonably requested by
such Person in connection with the such Person obtaining a first-priority
interest in the Common Collateral or as a court of competent jurisdiction may
otherwise direct.

                  4.6      When Discharge of First Lien Obligations Deemed to
Not Have Occurred. If at any time after the Discharge of First Lien Obligations
has occurred Parent enters into any First Lien Credit Document evidencing a
First Lien Obligation, then such Discharge of First Lien Obligations shall
automatically be deemed not to have occurred for all purposes of this Agreement
(other than with respect to any actions taken prior to the date of such
designation as a result of the occurrence of such first Discharge of First Lien
Obligations), and the obligations under such First Lien Credit Document shall
automatically be treated as First Lien Obligations for all purposes of this
Agreement, including for purposes of the Lien priorities and rights in respect
of Common Collateral set forth herein, and the First Lien Claimholder
Representative under such First Lien Credit Documents shall be the First Lien
Claimholder Representative for all purposes of this Agreement. Upon receipt of a
First Lien Obligation Designation Notice, the Second Lien Collateral Trustee
shall promptly (a) enter into such documents and agreements (including
amendments or supplements to this Agreement) as Parent or such new First Lien
Claimholder Representative shall request in order to provide to the new First
Lien Claimholder Representative the rights contemplated hereby and (b) deliver
to the First Lien Claimholder Representative the Pledged Collateral together
with any necessary endorsements (or otherwise allow such collateral agent to
obtain control of such Pledged Collateral).

                  Section 5.        Insolvency or Liquidation Proceedings.

                  5.1      Financing Issues. If Parent or any other Grantor
shall be subject to any Insolvency or Liquidation Proceeding and any First Lien
Claimholder Representative shall desire to permit the use of cash

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-11

<PAGE>

collateral on which the First Lien Claimholder Representative or any other
creditor has a Lien or to permit Parent or any other Grantor to obtain
financing, whether from the First Lien Claimholders or any other entity under
Section 363 or Section 364 of Title 11 of the United States Code or any similar
Bankruptcy Law (each, a "DIP FINANCING"), then the Second Lien Collateral
Trustee, on behalf of itself and the Second Lien Claimholders, agrees that it
will raise no objection to such use of cash collateral or DIP Financing and will
not request adequate protection or any other relief in connection therewith
(except, as expressly agreed by the First Lien Claimholder Representative or to
the extent permitted by Section 5.3 of this Agreement) and, to the extent the
Liens securing the First Lien Obligations are subordinated or pari passu with
such DIP Financing, will subordinate its Liens in the Common Collateral to such
DIP Financing (and all Obligations relating thereto).

                  5.2      Relief from the Automatic Stay. Until the Discharge
of First Lien Obligations has occurred, the Second Lien Collateral Trustee, on
behalf of itself and the Second Lien Claimholders, agrees that none of them
shall seek relief from the automatic stay or any other stay in any Insolvency or
Liquidation Proceeding in respect of the Common Collateral, without the prior
written consent of the First Lien Claimholder Representative.

                  5.3      Adequate Protection. The Second Lien Collateral
Trustee, on behalf of itself and the Second Lien Claimholders, agrees that none
of them shall contest (or support any other Person contesting) (a) any request
by the First Lien Claimholder Representative or the First Lien Claimholders for
adequate protection or (b) any objection by the First Lien Claimholder
Representative or the First Lien Claimholders to any motion, relief, action or
proceeding based on the First Lien Claimholder Representative or the First Lien
Claimholders claiming a lack of adequate protection. Notwithstanding the
foregoing provisions in this Section 5.3, in any Insolvency or Liquidation
Proceeding, (i) if the First Lien Claimholders (or any subset thereof) are
granted adequate protection in the form of additional collateral in connection
with any DIP Financing, then the Second Lien Collateral Trustee, on behalf of
itself or any of the Second Lien Claimholders, may seek or request adequate
protection in the form of a Lien on such additional collateral, which Lien will
be subordinated to the Liens securing the First Lien Obligations and such DIP
Financing (and all Obligations relating thereto) on the same basis as the other
Liens securing the Second Lien Obligations are so subordinated to the First Lien
Obligations under this Agreement, and (ii) in the event the Second Lien
Collateral Trustee, on behalf of itself and the Second Lien Claimholders, seeks
or requests adequate protection in respect of Second Lien Obligations and such
adequate protection is granted in the form of additional collateral, then the
Second Lien Collateral Trustee, on behalf of itself or any of the Second Lien
Claimholders, agrees that the First Lien Claimholder Representative shall also
be granted a senior Lien on such additional collateral as security for the First
Lien Obligations and for any such DIP Financing provided by the First Lien
Claimholders and that any Lien on such additional collateral securing the Second
Lien Obligations shall be subordinated to the Liens on such collateral securing
the First Lien Obligations and any such DIP Financing provided by the First Lien
Claimholders (and all Obligations relating thereto) and to any other Liens
granted to the First Lien Claimholders as adequate protection on the same basis
as the other Liens securing the Second Lien Obligations are so subordinated to
such First Lien Obligations under this Agreement.

                  5.4      No Waiver. Nothing contained herein shall prohibit or
in any way limit any First Lien Claimholder Representative or any First Lien
Claimholder from objecting in any Insolvency or Liquidation Proceeding or
otherwise to any action taken by the Second Lien Collateral Trustee or any of
the Second Lien Claimholders, including the seeking by the Second Lien
Collateral Trustee or any Second Lien Claimholders of adequate protection or the
asserting by the Second Lien Collateral Trustee or any Second Lien Claimholders
of any of its rights and remedies under the Second Lien Credit Documents or
otherwise.

                  5.5      Preference Issues. If any First Lien Claimholder is
required in any Insolvency or Liquidation Proceeding or otherwise to turn over
or otherwise pay to the estate of Parent or any other Grantor any amount (a
"RECOVERY"), then the First Lien Obligations shall be reinstated to the extent
of such Recovery and the First Lien Claimholders shall be entitled to a
reinstatement of First Lien Obligations with respect to all such recovered
amounts. If this Agreement shall have been terminated prior to such Recovery,
this Agreement shall be reinstated in full force and effect, and such prior
termination shall not diminish, release, discharge, impair or otherwise affect
the obligations of the parties hereto from such date of reinstatement.

                  Section 6.        Reliance; Waivers; Etc

                  6.1      Reliance. Other than any reliance on the terms of
this Agreement, each First Lien Claimholder Representative, on behalf of itself
and the First Lien Claimholders under its First Lien Credit

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-12

<PAGE>

Documents, acknowledges that it and such First Lien Claimholders have,
independently and without reliance on the Second Lien Collateral Trustee or any
Second Lien Claimholders, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into such
First Lien Credit Documents and be bound by the terms of this Agreement and they
will continue to make their own credit decision in taking or not taking any
action under the Senior Credit Agreement or this Agreement. The Second Lien
Collateral Trustee, on behalf of itself and the Second Lien Claimholders,
acknowledges that it and the Second Lien Claimholders have, independently and
without reliance on any First Lien Claimholder Representative or any First Lien
Claimholder, and based on documents and information deemed by them appropriate,
made their own credit analysis and decision to enter into each of the Second
Lien Credit Documents and be bound by the terms of this Agreement and they will
continue to make their own credit decision in taking or not taking any action
under the Second Lien Credit Documents or this Agreement.

                  6.2      No Warranties or Liability. Each First Lien
Claimholder Representative, on behalf of itself and the First Lien Claimholders
under its First Lien Credit Documents, acknowledges and agrees that each of the
Second Lien Collateral Trustee and the Second Lien Claimholders have made no
express or implied representation or warranty, including with respect to the
execution, validity, legality, completeness, collectibility or enforceability of
any of the Second Lien Credit Documents, the ownership of any Common Collateral
or the perfection or priority of any Liens thereon. The Second Lien Claimholders
will be entitled to manage and supervise their respective loans and extensions
of credit under the Second Lien Credit Documents in accordance, with law and as
they may otherwise, in their sole discretion, deem appropriate. The Second Lien
Collateral Agent, on behalf of itself and the Second Lien Obligations,
acknowledges and agrees that each of the First Lien Claimholder
Representative(s) and the First Lien Claimholders have made no express or
implied representation or warranty, including with respect to the execution,
validity, legality, completeness, collectibility or enforceability of any of the
First Lien Documents, the ownership of any Common Collateral or the perfection
or priority of any Liens thereon. The First Lien Claimholders will be entitled
to manage and supervise their respective loans and extensions of credit under
their respective First Lien Documents in accordance, with law and as they may
otherwise, in their sole discretion, deem appropriate. The Second Lien
Collateral Trustee and the Second Lien Claimholders shall have no duty to any
First Lien Claimholder Representative or any of the First Lien Claimholders, and
the First Lien Claimholder Representative(s) and the First Lien Claimholders
shall have no duty to the Second Lien Collateral Trustee or any of the Second
Lien Claimholders, to act or refrain from acting in a manner which allows, or
results in, the occurrence or continuance of an event of default or default
under any agreements with Parent or any Guarantor Subsidiary (including the
First Lien Credit Documents and the Second Lien Credit Documents), regardless of
any knowledge thereof which they may have or be charged with.

                  6.3      No Waiver of Lien Priorities.

                           (a)      No right of the First Lien Claimholders, any
First Lien Claimholder Representative or any of them to enforce any provision of
this Agreement or any First Lien Credit Document shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of Parent or any
other Grantor or by any act or failure to act by any First Lien Claimholder or
the First Lien Claimholder Representative, or by any noncompliance by any Person
with the terms, provisions and covenants of this Agreement, any of the First
Lien Credit Documents or any of the Second Lien Credit Documents, regardless of
any knowledge thereof which any First Lien Claimholder Representative or the
First Lien Claimholders, or any of them, may have or be otherwise charged with;

                           (b)      Without in any way limiting the generality
of the foregoing paragraph (but subject to the rights of Parent and the other
Grantors under the First Lien Credit Documents), the First Lien Claimholders,
the First Lien Claimholder Representative(s) and any of them may, at any time
and from time to time, without the consent of, or notice to, the Second Lien
Collateral Trustee or any Second Lien Claimholders, without incurring any
liabilities to the Second Lien Collateral Trustee or any Second Lien
Claimholders and without impairing or releasing the Lien priorities and other
benefits provided in this Agreement (even if any right of subrogation or other
right or remedy of the Second Lien Collateral Trustee or any Second Lien
Claimholders is affected, impaired or extinguished thereby) do any one or more
of the following:

                                    (i)      change the manner, place or terms
of payment or change or extend the time of payment of, or amend, renew,
exchange, increase or alter, the terms of any of the First Lien Obligations or
any Lien on any First Lien Collateral or guaranty thereof or any liability of
Parent or any other Grantor, or any

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-13

<PAGE>

liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the First Lien Obligations, without any restriction
as to the amount, tenor or terms of any such increase or extension) or otherwise
amend, renew, exchange, extend, modify or supplement in any manner any Liens
held by any First Lien Claimholder Representative or any of the First Lien
Claimholders, the First Lien Obligations or any of the First Lien Credit
Documents;

                                    (ii)     sell, exchange, release, surrender,
realize upon, enforce or otherwise deal with in any manner and in any order any
part of the First Lien Collateral or any liability of Parent or any other
Grantor to the First Lien Claimholders or any First Lien Claimholder
Representative, or any liability incurred directly or indirectly in respect
thereof;

                                    (iii)    settle or compromise any First Lien
Obligation or any other liability of Parent or any other Grantor or any security
therefor or any liability incurred directly or indirectly in respect thereof and
apply any sums by whomsoever paid and however realized to any liability
(including the First Lien Obligations) in any manner or order; and

                                    (iv)     exercise or delay in or refrain
from exercising any right or remedy against Parent or any security or any other
Grantor or any other Person, elect any remedy and otherwise deal freely with
Parent, any other Grantor or any First Lien Collateral and any security and any
guarantor or any liability of Parent or any other Grantor to the First Lien
Claimholders or any liability incurred directly or indirectly in respect
thereof.

                           (c)      The Second Lien Collateral Trustee, on
behalf of itself and the Second Lien Claimholders, also agrees that the First
Lien Claimholders and the First Lien Claimholder Representative(s) shall have no
liability to the Second Lien Collateral Trustee or any Second Lien Claimholders,
and the Second Lien Collateral Trustee, on behalf of itself and the Second Lien
Claimholders, hereby waives any claim against any First Lien Claimholder or any
First Lien Claimholder Representative, arising out of any and all actions which
the First Lien Claimholders or any First Lien Claimholder Representative may
take or permit or omit to take with respect to: (i) the First Lien Credit
Documents, (ii) the collection of the First Lien Obligations or (iii) the
foreclosure upon, or sale, liquidation or other disposition of, any First Lien
Collateral. The Second Lien Collateral Trustee, on behalf of itself and the
Second Lien Claimholders, agrees that the First Lien Claimholders and the First
Lien Claimholder Representative have no duty to them in respect of the
maintenance or preservation of the First Lien Collateral, the First Lien
Obligations or otherwise; and

                           (d)      The Second Lien Collateral Trustee, on
behalf of itself and the Second Lien Claimholders, agrees not to assert and
hereby waives, to the fullest extent permitted by law, any right to demand,
request, plead or otherwise assert or otherwise claim the benefit of, any
marshalling, appraisal, valuation or other similar right that may otherwise be
available under applicable law or any other similar rights a junior secured
creditor may have under applicable law.

                  6.4      Obligations Unconditional. All rights, interests,
agreements and obligations of the First Lien Claimholder Representative(s) and
the First Lien Claimholders and the Second Lien Collateral Trustee and the
Second Lien Claimholders, respectively, hereunder shall remain in full force and
effect irrespective of:

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-14

<PAGE>

                           (a)      any lack of validity or enforceability of
any First Lien Credit Documents or any Second Lien Credit Documents;

                           (b)      any change in the time, manner or place of
payment of, or in any other terms of, all or any of the First Lien Obligations
or Second Lien Obligations, or any amendment or waiver or other modification,
including any increase in the amount thereof, whether by course of conduct or
otherwise, of the terms of any First Lien Credit Document or any Second Lien
Credit Document;

                           (c)      any exchange of any security interest in any
Common Collateral or any other collateral, or any amendment, waiver or other
modification, whether in writing or by course of conduct or otherwise, of all or
any of the First Lien Obligations or Second Lien Obligations or any guarantee
thereof;

                           (d)      the commencement of any Insolvency or
Liquidation Proceeding in respect of Parent or any other Grantor; or

                           (e)      any other circumstances which otherwise
might constitute a defense available to, or a discharge of, Parent or any other
Grantor in respect of the First Lien Obligations, or of the Second Lien
Collateral Trustee or any Second Lien Claimholder in respect of this Agreement.

                  Section 7.        Joinder Agreement.

                  From time to time subsequent to the date hereof, New First
Lien Claimholder Representatives representing New First Lien Claimholders may
become parties hereto subject to the terms and conditions hereof. Prior to
Parent or any other Grantor incurring any indebtedness or other obligations (the
"NEW FIRST LIEN OBLIGATIONS") with a New First Lien Claimholder which shall be
secured by a Lien on all or any portion of the Common Collateral, Parent, such
New First Lien Claimholder Representative and any existing First Lien
Claimholder Representatives shall enter into a Joinder Agreement, substantially
in the form of Exhibit A (a "JOINDER AGREEMENT"), to which there shall be
attached an executed copy of all agreements and other documents required to have
been executed and delivered in connection with, or would otherwise govern, the
New First Lien Obligations. Upon the consummation of the Joinder Agreement, any
New First Lien Claimholder Representative shall be a party hereto and be
entitled to the rights and remedies available to a First Lien Claimholder
Representative or a First Lien Claimholder hereunder. Each party hereto
aknowledges and agrees that the terms of this Agreement shall be enforceable by
any New First Lien Claimholder Representative that may become party hereto
pursuant to a Joinder Agreement. No existing First Lien Claimholder
Representative shall have any duty or responsibility to monitor the creation or
maintenance of any New First Lien Obligations or any Liens over the Common
Collateral related thereto, and each New First Lien Claimholder Representative
hereby agrees to promptly notify (which notice may be by facsimile or electronic
mail) each other First Lien Claimholder Representative of any such creation and
any default, event of default, earlier termination or equivalent event
thereunder.

                  Section 8.        Miscellaneous.

                  8.1      Conflicts. In the event of any conflict between the
provisions of this Agreement and the provisions of the First Lien Credit
Documents or the Second Lien Credit Documents, the provisions of this Agreement
shall govern and control.

                  8.2      Effectiveness; Continuing Nature of this Agreement;
Severability. This Agreement shall become effective when executed and delivered
by the parties hereto. This is a continuing agreement of lien subordination and
the First Lien Claimholders may continue, at any time and without notice to the
Second Lien Collateral Trustee or any Second Lien Claimholder, to extend credit
and other financial accommodations and lend monies to or for the benefit of
Parent or any Grantor constituting First Lien Obligations in reliance hereof.
The Second Lien Collateral Trustee, on behalf of itself and the Second Lien
Claimholders, hereby waives any right it may have under applicable law to revoke
this Agreement or any of the provisions of this Agreement. The terms of this
Agreement shall survive, and shall continue in full force and effect, in any
Insolvency or Liquidation Proceeding. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-15

<PAGE>

invalidate or render unenforceable such provision in any other jurisdiction. All
references to Parent or any other Grantor shall include Parent or such Grantor
as debtor and debtor-in-possession and any receiver or trustee for Parent or any
other Grantor(as the case may be) in any Insolvency or Liquidation Proceeding.
This Agreement shall terminate and be of no further force and effect, (i) with
respect to the Second Lien Collateral Trustee, the Second Lien Claimholders and
the Second Lien Obligations, upon the later of (1) the date upon which the
obligations under the Indenture terminate if there are no other Second Lien
Obligations outstanding on such date and (2) if there are other Second Lien
Obligations outstanding on such date the date upon which such Second Lien
Obligations terminate and (ii) with respect to any First Lien Claimholder
Representative, the First Lien Claimholders and the First Lien Obligations, the
date of notification by Parent to the Second Lien Collateral Trustee of
termination of this Agreement after all First Lien Obligations have terminated,
subject to the rights of the First Lien Claimholders under Section 5.5 of this
Agreement.

                   8.3     Amendments; Waivers. No amendment, modification or
waiver of any of the provisions of this Agreement by the Second Lien Collateral
Trustee or the First Lien Claimholder Representative(s) shall be deemed to be
made unless the same shall be in writing signed on behalf of each party hereto
or its authorized agent and each waiver, if any, shall be a waiver only with
respect to the specific instance involved and shall in no way impair the rights
of the parties making such waiver or the obligations of the other parties to
such party in any other respect or at any other time. Parent shall not have any
right to consent to or approve any amendment, modification or waiver of any
provision of this Agreement except to the extent its rights are directly
affected (including any amendment to the Grantors' ability to cause additional
obligations to constitute First Lien Obligations or Second Lien Obligations as
Parent may designate).

                   8.4     Information Concerning Financial Condition of Parent
and the Subsidiaries. The First Lien Claimholder Representative(s) and the First
Lien Claimholders, on the one hand, and the Second Lien Claimholders (but not
the Second Lien Collateral Trustee), on the other hand, shall each be
responsible for keeping themselves informed of (a) the financial condition of
Parent and the Subsidiaries and all endorsers and/or guarantors of the First
Lien Obligations or the Second Lien Obligations and (b) all other circumstances
bearing upon the risk of nonpayment of the First Lien Obligations or the Second
Lien Obligations. The First Lien Claimholder Representative(s) and the First
Lien Claimholders shall have no duty to advise the Second Lien Collateral
Trustee or any Second Lien Claimholder of information known to it or them
regarding such condition or any such circumstances or otherwise. In the event
any First Lien Claimholder Representative or any of the First Lien Claimholders,
in its or their sole discretion, undertakes at any time or from time to time to
provide any such information to the Second Lien Collateral Trustee or any Second
Lien Claimholder, it or they shall be under no obligation (w) to make, and the
First Lien Claimholder Representative(s) and the First Lien Claimholders shall
not make, any express or implied representation or warranty, including with
respect to the accuracy, completeness, truthfulness or validity of any such
information so provided, (x) to provide any additional information or to provide
any such information on any subsequent occasion, (y) to undertake any
investigation or (z) to disclose any information which, pursuant to accepted or
reasonable commercial finance practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential.

                   8.5     Subrogation. The Second Lien Collateral Trustee, on
behalf of itself and the Second Lien Claimholders, hereby waives any rights of
subrogation it may acquire as a result of any payment hereunder until the
Discharge of First Lien Obligations has occurred.

                   8.6     Application of Payments. All payments received by any
First Lien Claimholder Representative or the First Lien Claimholders may be
applied, reversed and reapplied, in whole or in part, to such part of the First
Lien Obligations as the First Lien Claimholders, in their sole discretion, deem
appropriate. The Second Lien Collateral Trustee, on behalf of itself and the
Second Lien Claimholders, assents to any extension or postponement of the time
of payment of the First Lien Obligations or any part thereof and to any other
indulgence with respect thereto, to any substitution, exchange or release of any
security which may at any time secure any part of the First Lien Obligations and
to the addition or release of any other Person primarily or secondarily liable
therefor.

                   8.7     Consent to Jurisdiction; Waivers. The parties hereto
consent to the jurisdiction of any state or federal court located in New York,
New York, and consent that all service of process may be made by registered mail
directed to such party as provided in Section 7.8 below for such party. Service
so made shall be deemed to be completed four Business Days after the same shall
be posted as aforesaid. The parties hereto waive

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-16

<PAGE>

any objection to any action instituted hereunder based on forum non conveniens,
and any objection to the venue of any action instituted hereunder. EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER FIRST LIEN CREDIT DOCUMENT OR SECOND LIEN CREDIT
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN
STATEMENT OR ACTION OF ANY PARTY HERETO.

                   8.8     Notices. All notices to the Second Lien Claimholders
and the First Lien Claimholders permitted or required under this Agreement may
be sent to the Second Lien Collateral Trustee and the First Lien Claimholder
Representative(s), respectively. Unless otherwise specifically provided herein,
any notice or other communication herein required or permitted to be given shall
be in writing and may be personally served, electronically mailed or sent by
courier service or U.S. mail and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of electronic mail or
four Business Days after deposit in the U.S. mail (registered or certified, with
postage prepaid and properly addressed). For the purposes hereof, the addresses
of the parties hereto shall be as set forth below each party's name on the
signature pages hereto (other than in the address of a New First Lien
Claimholder Representative, which shall be set forth in the applicable Joinder
Agreement), or, as to each party, at such other address as may be designated by
such party in a written notice to all of the other parties.

                   8.9     Further Assurances. Each First Lien Claimholder
Representative, on behalf of itself and the First Lien Claimholders under its
First Lien Credit Documents, and the Second Lien Collateral Trustee, on behalf
of itself and the Second Lien Claimholders, and Parent, agrees that each of them
shall take such further action and shall execute and deliver such additional
documents and instruments (in recordable form, if requested) as any First Lien
Claimholder Representative or the Second Lien Collateral Trustee may reasonably
request to effectuate the terms of and the lien priorities contemplated by this
Agreement, including, in the case of Parent, but not limited to, the delivery of
any Officer's Certificates or legal opinions required to be delivered under the
terms of the Indenture.

                   8.10    Governing Law. This Agreement has been delivered and
accepted at and shall be deemed to have been made at New York, New York and
shall be interpreted, and the rights and liabilities of the parties bound hereby
determined, in accordance with the laws of the State of New York.

                   8.11    Binding on Successors and Assigns. This Agreement
shall be binding upon each First Lien Claimholder Representative, the First Lien
Claimholders, the Second Lien Collateral Trustee, the Second Lien Claimholders
and their respective successors and assigns.

                   8.12    Specific Performance. Each of the First Lien
Claimholder Representative(s) and the Second Lien Collateral Trustee may demand
specific performance of this Agreement. Each First Lien Claimholder
Representative, on behalf of itself and the First Lien Claimholders under its
First Lien Credit Documents, and the Second Lien Collateral Trustee, on behalf
of itself and the Second Lien Claimholders, hereby irrevocably waives any
defense based on the adequacy of a remedy at law and any other defense which
might be asserted to bar the remedy of specific performance in any action which
may be brought by any First Lien Claimholder Representative or the Second Lien
Collateral Trustee, as the case may be.

                   8.13    Section Titles; Time Periods. The section titles
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of this Agreement.

                   8.14    Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be an original and all of which shall
together constitute one and the same document.

                   8.15    Authorization. By its signature, each Person
executing this Agreement on behalf of a party hereto represents and warrants to
the other parties hereto that it is duly authorized to execute this Agreement.

                   8.16    No Third Party Beneficiaries. This Agreement and the
rights and benefits hereof shall inure to the benefit of each of the parties
hereto and its respective successors and assigns and shall inure to the benefit
of each of the holders of First Lien Obligations and holders of Second Lien
Obligations. No other Person shall have or be entitled to assert rights or
benefits hereunder.

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-17

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

                                     FIRST LIEN COLLATERAL AGENT

                                     LASALLE BUSINESS CREDIT, INC.,

                                     By:  ______________________________________
                                          Name:
                                          Title:

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-18

<PAGE>

                                     SECOND LIEN COLLATERAL TRUSTEE

                                     STATE STREET BANK AND TRUST COMPANY OF
                                     CALIFORNIA, N.A.,

                                     By:  ______________________________________
                                          Name: Scott C. Emmons
                                          Title: Vice President

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-19

<PAGE>

                                     THE COMPANY

                                     SANMINA-SCI CORPORATION

                                     By:  ______________________________________
                                          Name:    Rick R. Ackel
                                          Title:   Executive Vice President and
                                                   Chief Financial Officer

                                     By:  ______________________________________
                                          Name:    Walter Boileau
                                          Title:   Treasurer

INTERCREDITOR AGREEMENT

                                  EXHIBIT 0-20

<PAGE>

                             INTERCREDITOR AGREEMENT

                          DATED AS OF DECEMBER 23, 2002

                                  BY AND AMONG

                             SANMINA-SCI CORPORATION

                                       AND

                          LASALLE BUSINESS CREDIT, INC.
                         AS FIRST LIEN COLLATERAL AGENT

                                       AND

                       STATE STREET BANK AND TRUST COMPANY
                               OF CALIFORNIA, N.A.
                        AS SECOND LIEN COLLATERAL TRUSTEE

                                       AND

                 EACH NEW FIRST LIEN CLAIMHOLDER REPRESENTATIVE
                   WHICH MAY BECOME A PARTY FROM TIME TO TIME

INTERCREDITOR AGREEMENT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                Page
                                                                                                ----
<S>                                                                                             <C>
SECTION 1. Lien Priorities....................................................................   6
     1.1   Subordination......................................................................   6
     1.2   Prohibition On Contesting Liens....................................................   6
     1.3   No New Liens.......................................................................   7
SECTION 2. Enforcement........................................................................   7
     2.1   Exercise Of Remedies...............................................................   7
     2.2   Cooperation........................................................................   8
SECTION 3. Payments...........................................................................   8
     3.1   Application Of Proceeds............................................................   8
     3.2   Payments Over......................................................................   8
SECTION 4. Other Agreements...................................................................   8
     4.1   Releases...........................................................................   8
     4.2   Insurance..........................................................................   9
     4.3   Amendments To Second Lien Collateral Documents.....................................   9
     4.4   Rights As Unsecured Creditors......................................................  10
     4.5   Bailee For Perfection..............................................................  11
     4.6   When Discharge Of First Lien Obligations Deemed To Not Have Occurred...............  11
SECTION 5. Insolvency Or Liquidation Proceedings..............................................  11
     5.1   Financing Issues...................................................................  11
     5.2   Relief From The Automatic Stay.....................................................  12
     5.3   Adequate Protection................................................................  12
     5.4   No Waiver..........................................................................  12
     5.5   Preference Issues..................................................................  12
SECTION 6. Reliance; Waivers; Etc.............................................................  12
     6.1   Reliance...........................................................................  12
     6.2   No Warranties Or Liability.........................................................  13
     6.3   No Waiver Of Lien Priorities.......................................................  13
     6.4   Obligations Unconditional..........................................................  14
SECTION 7. Joinder Agreement..................................................................  17
SECTION 8. Miscellaneous......................................................................  15
     8.1   Conflicts..........................................................................  15
     8.2   Effectiveness; Continuing Nature Of This Agreement; Severability...................  15
     8.3   Amendments; Waivers................................................................  16
     8.4   Information Concerning Financial Condition Of Parent And The Subsidiaries..........  16
     8.5   Subrogation........................................................................  16
     8.6   Application Of Payments............................................................  16
     8.7   Consent To Jurisdiction; Waivers...................................................  16
     8.8   Notices............................................................................  17
     8.9   Further Assurances.................................................................  17
     8.10  Governing Law......................................................................  17
     8.11  Binding On Successors And Assigns..................................................  17
     8.12  Specific Performance...............................................................  17
     8.13  Section Titles; Time Periods.......................................................  17
     8.14  Counterparts.......................................................................  17
     8.15  Authorization......................................................................  17
     8.16  No Third Party Beneficiaries.......................................................  17
</TABLE>

                                      A-1

<PAGE>

                                                                    EXHIBIT P TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                JOINDER AGREEMENT

                  THIS JOINDER AGREEMENT, dated as of [MM/DD/YY] (this
"AGREEMENT"), by and among [NEW TERM LOAN LENDERS] (each a "NEW TERM LOAN
LENDER" and, collectively, the "NEW TERM LOAN LENDERS"), SANMINA-SCI
CORPORATION, a Delaware corporation, as Borrower ("COMPANY"), and CERTAIN
SUBSIDIARIES OF COMPANY, as Guarantors ("SUBSIDIARIES").

                                    RECITALS:

                  WHEREAS, reference is hereby made to the CREDIT AND GUARANTY
AGREEMENT, dated as of December 23, 2002 (as it may be amended, restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT";
the terms defined therein and not otherwise defined herein being used herein as
therein defined), by and among Company, certain Subsidiaries of Company, as
guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT
PARTNERS L.P., as Lead Arranger, Sole Book Runner, Syndication Agent and
Administrative Agent, and LASALLE BUSINESS CREDIT, INC., as Collateral Agent and
Documentation Agent; and

                  WHEREAS, subject to the terms and conditions of the Credit
Agreement, Company may effect New Term Loan Commitments by entering into one or
more Joinder Agreements with the New Term Loan Lenders.

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

                  Each New Term Loan Lender party hereto hereby agrees to commit
to provide its respective Commitment as set forth on Schedule A annexed hereto,
on the terms and subject to the conditions set forth below:

                  Each New Term Loan Lender (i) confirms that it has received a
copy of the Credit Agreement and the other Credit Documents, together with
copies of the financial statements referred to therein and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Agreement; (ii) agrees that it will, independently
and without reliance upon Administrative Agent or any other Lender or Agent and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) appoints and authorizes Administrative Agent,
Collateral Agent and Syndication Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to Administrative Agent, Collateral Agent and
Syndication Agent, as the case may be, by the terms thereof, together with such
powers as are reasonably incidental thereto; and (iv) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Lender.

                  Each New Term Loan Lender hereby agrees to make its Commitment
on the following terms and conditions[***]:

1.       PRINCIPAL PAYMENTS. Company shall make principal payments on the New
         Term Loans in installments on the dates and in the amounts set forth
         below:

----------------------
[***]    Insert completed items 1-5 as applicable, with respect to New Term
         Loans, with such modifications as may be agreed to by the parties
         hereto to the extent consistent with Section 2.20 of the Credit
         Agreement.

                                   EXHIBIT P-1

<PAGE>

<TABLE>
<CAPTION>
----------------------------------
  (A)                   (B)
                     SCHEDULED
PAYMENT             REPAYMENT OF
 DATE              NEW TERM LOANS
----------------------------------
<S>                <C>
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
                     $__________
----------------------------------
TOTAL                $__________
----------------------------------
</TABLE>

2.       VOLUNTARY AND MANDATORY PREPAYMENTS. Scheduled installments of
         principal of the New Term Loans set forth above shall be reduced in
         connection with any voluntary or mandatory prepayments of the New Term
         Loans in accordance with Sections 2.10, 2.11 and 2.12 of the Credit
         Agreement, respectively.

3.       PREPAYMENT FEES. Company agrees to pay to each New Term Loan Lender the
         following prepayment fees, if any: [__________].

            [INSERT OTHER ADDITIONAL PREPAYMENT PROVISIONS WITH RESPECT TO
             NEW TERM LOANS]

4.       OTHER FEES. Company agrees to pay each New Term Loan Lender its Pro
         Rata Share of an aggregate fee equal to [________ __, ____] on
         [_________ __, ____].

5.       PROPOSED BORROWING. This Agreement represents Company's request to
         borrow New Term Loans from the New Term Loan Lenders as follows (the
         "PROPOSED BORROWING"):

         a.       Business Day of Proposed Borrowing:  ___________, ____

         b.       Amount of Proposed Borrowing:  $___________________

         c.       Interest rate option:  [ ]  a. Base Rate Loan(s)

                                         [ ]  b. Eurodollar Rate Loans
                                                 with an initial Interest
                                                 Period of ____ month(s)

6.       CREDIT AGREEMENT GOVERNS. Except as set forth in this Agreement, the
         New Term Loans shall otherwise be subject to the provisions of the
         Credit Agreement and the other Credit Documents.

                                   EXHIBIT P-2

<PAGE>

7.       COMPANY'S CERTIFICATIONS. By its execution of this Agreement, the
         undersigned officer and Company hereby certify that:

                  i.       Except as set forth on Schedule B attached hereto,
         the representations and warranties contained in the Credit Agreement
         and the other Credit Documents are true and correct in all material
         respects on and as of the date hereof to the same extent as though made
         on and as of the date hereof, except to the extent such representations
         and warranties specifically relate to an earlier date, in which case
         such representations and warranties were true and correct in all
         material respects on and as of such earlier date;

                  ii.      No event has occurred and is continuing or would
         result from the consummation of the Proposed Borrowing contemplated
         hereby that would constitute a Default or an Event of Default;

                  iii.     On a pro forma basis, after giving effect to the
         Proposed Borrowing contemplated hereby, the Borrowing Base then in
         effect will exceed an amount equal to (A) 1.25 multiplied by (B) the
         outstanding principal amount of the Loans (as evidenced by the
         Borrowing Base Certificate attached hereto); and

                  iv.      Company has performed in all material respects all
         agreements and satisfied all conditions which the Credit Agreement
         provides shall be performed or satisfied by it on or before the date
         hereof in connection with this Agreement.

8.       COMPANY COVENANTS. By its execution of this Agreement, Company hereby
         covenants that:

                  i.       Company shall deliver or cause to be delivered the
         following legal opinions and documents: [___________], together with
         all other legal opinions and other documents reasonably requested by
         Administrative Agent in connection with this Agreement;

                  ii.      Company shall make any payments required pursuant to
         Section 2.15(c) in connection with the New Term Loan Commitments; and

                  iii.     Set forth on the attached certificate by an
         Authorized Officer are the calculations (in reasonable detail)
         demonstrating pro forma compliance with the financial tests described
         in Section 6.8 of the Credit Agreement as of the last day of the most
         recently ended Fiscal Quarter after giving effect to the New Term
         Loans.

9.       ELIGIBLE ASSIGNEE. By its execution of this Agreement, each New Term
         Loan Lender represents and warrants that it is an Eligible Assignee.

10.      NOTICE. For purposes of the Credit Agreement, the initial notice
         address of each New Term Loan Lender shall be as set forth below its
         signature below.

11.      NON-US LENDERS. For each New Term Loan Lender that is a Non-US Lender,
         delivered herewith to Administrative Agent are such forms, certificates
         or other evidence with respect to United States federal income tax
         withholding matters as such New Term Loan Lender may be required to
         deliver to Administrative Agent pursuant to Section 2.17(c) of the
         Credit Agreement.

12.      RECORDATION OF THE NEW TERM LOANS. Upon execution and delivery hereof,
         Administrative Agent will record the New Term Loans made by the New
         Term Loan Lenders in the Register.

13.      AMENDMENT, MODIFICATION AND WAIVER. This Agreement may not be amended,
         modified or waived except by an instrument or instruments in writing
         signed and delivered on behalf of each of the parties hereto.

                                   EXHIBIT P-3

<PAGE>

14.      ENTIRE AGREEMENT. This Agreement, the Credit Agreement and the other
         Credit Documents constitute the entire agreement among the parties with
         respect to the subject matter hereof and thereof and supersede all
         other prior agreements and understandings, both written and verbal,
         among the parties or any of them with respect to the subject matter
         hereof.

15.      GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
         ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
         (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
         THE STATE OF NEW YORK).

16.      SEVERABILITY. Any term or provision of this Agreement which is invalid
         or unenforceable in any jurisdiction shall, as to that jurisdiction, be
         ineffective to the extent of such invalidity or unenforceability
         without rendering invalid or unenforceable the remaining terms and
         provisions of this Agreement or affecting the validity or
         enforceability of any of the terms or provisions of this Agreement in
         any other jurisdiction. If any provision of this Agreement is so broad
         as to be unenforceable, the provision shall be interpreted to be only
         so broad as would be enforceable.

17.      COUNTERPARTS. This Agreement may be executed in counterparts, each of
         which shall be deemed to be an original, but all of which shall
         constitute one and the same agreement.

                   [Remainder of page intentionally left blank]

                                   EXHIBIT P-4

<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned has caused its
duly authorized officer to execute and deliver this Joinder Agreement as of
[_____________, ______].

                                             [NAME OF LENDER]

                                             By:  ______________________________
                                                  Name:
                                                  Title:

                                             Notice Address:

                                             Attention:
                                             Telephone:
                                             Facsimile:

                                             SANMINA-SCI CORPORATION,
                                             a Delaware corporation

                                             By:  ______________________________
                                                  Name:
                                                  Title:

                                             [LIST GUARANTORS]

                                             By:  ______________________________
                                                  Name:
                                                  Title:

                                   EXHIBIT P-5

<PAGE>

CONSENTED TO BY:

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent and Administrative Agent

By:      _____________________________
         Name:
         Title:

                                   EXHIBIT P-6

<PAGE>

                                                                      SCHEDULE A
                                                            TO JOINDER AGREEMENT

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
NAME OF NEW TERM LOAN LENDER       TYPE OF COMMITMENT              AMOUNT
--------------------------------------------------------------------------------
<S>                              <C>                          <C>
  [___________________]          New Term Loan Commitment            $__________
--------------------------------------------------------------------------------
  [___________________]          New Term Loan Commitment            $__________
--------------------------------------------------------------------------------
                                                              Total: $__________
--------------------------------------------------------------------------------
</TABLE>

                                   EXHIBIT P-7

<PAGE>

                                                                    EXHIBIT Q TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                                                    EXHIBIT A TO
                                                         INTERCREDITOR AGREEMENT

                    FORM OF JOINDER AGREEMENT (INTERCREDITOR)

                  THIS JOINDER AGREEMENT, dated as of ____________, ____ (as
amended, restated, supplemented or otherwise modified, this "JOINDER
AGREEMENT"), by and among [INSERT NAME OF NEW FIRST LIEN CLAIMHOLDER
REPRESENTATIVE] (such person, the "NEW FIRST LIEN CLAIMHOLDER REPRESENTATIVE"),
SANMINA-SCI CORPORATION, a Delaware corporation ("PARENT"), and [INSERT NAME(S)
OF EXISTING FIRST LIEN CLAIMHOLDER REPRESENTATIVE(S)], in its capacity as [the]
[an] existing First Lien Claimholder Representative (such term and each other
capitalized term used herein have the meanings set forth in Section 1 below) for
First Lien Claimholders holding First Lien Obligations.

                              W I T N E S S E T H:

                  WHEREAS, Parent, each Grantor, the existing First Lien
Claimholder Representative and State Street Bank and Trust Company of
California, N.A., as Second Lien Collateral Trustee, have entered into the
Intercreditor Agreement, dated as of December ___, 2002 (the "INTERCREDITOR
AGREEMENT"), to set forth, among other things, the relative priorities of their
respective Liens on the Common Collateral and their respective rights with
respect to the Common Collateral;

                  WHEREAS, subject to the terms and conditions of the
Intercreditor Agreement, Parent or any other Grantor may incur future
Indebtedness or other obligations ("NEW FIRST LIEN OBLIGATIONS") with New First
Lien Claimholders which are secured by the Common Collateral only after Parent
and the New First Lien Claimholder Representative have entered into this Joinder
Agreement; and

                  WHEREAS, Parent, the applicable Grantor and the New First Lien
Claimholders wish to be able to enter into New First Lien Obligations, subject
to the terms and conditions of this Joinder Agreement and the Intercreditor
Agreement;

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

         SECTION 1.  DEFINITIONS. AS USED IN THIS JOINDER AGREEMENT, THE
FOLLOWING TERMS HAVE THE MEANINGS SPECIFIED BELOW:

                  "MAJORITY CREDITORS" means, as of any date, First Lien
Claimholders holding First Lien Obligations representing more than 50% of the
aggregate unpaid principal amounts of the Obligations under the First Lien
Credit Documents (including any New First Lien Obligations under the New
Agreements that are permitted hereunder).

                  "NEW AGREEMENTS" has the meaning set forth in Section 2.2(d).

                  "NEW FIRST LIEN CLAIMHOLDER REPRESENTATIVE" has the meaning
set forth in the introductory paragraph hereof.

                  "NEW FIRST LIEN OBLIGATIONS" has the meaning set forth in the
recitals hereto.

                  "PARENT" has the meaning set forth in the introductory
paragraph hereof.

                  "PRO RATA SHARE" means with respect to all payments,
computations and other matters relating to the First Lien Obligations held by
any First Lien Claimholder (including the New First Lien Obligations), the

                                   EXHIBIT Q-1

<PAGE>

percentage obtained by dividing (a) the unpaid principal amount of the First
Lien Obligations held by that First Lien Claimholder by (b) the aggregate unpaid
principal amount of First Lien Obligations held by all First Lien Claimholders.

         All capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto in the Intercreditor Agreement.

                  SECTION 2.  JOINDER TO INTERCREDITOR AGREEMENT.

                  2.1 Joinder. Subject to the terms of this Joinder Agreement,
Parent hereby designates the New First Lien Obligations as First Lien
Obligations for purposes of the Intercreditor Agreement, and the New First Lien
Claimholder Representative hereby agrees to be bound by the terms of the
Intercreditor Agreement.

                  2.2 Representations and Warranties of New First Lien
Claimholder Representative. The New First Lien Claimholder Representative
represents and warrants to each Person party to this Joinder Agreement and the
Intercreditor Agreement the following:

                  (a)      It has the full power and authority and the legal
right to make, deliver and perform, and it has taken (and any party for whom it
acts hereunder has taken) all necessary action, to authorize the execution,
delivery and performance of this Joinder Agreement and the Intercreditor
Agreement, and any and all other documents delivered by it in connection
herewith and to fulfill its obligations under, and to consummate the
transactions contemplated by, this Joinder Agreement and the Intercreditor
Agreement, and no consent or authorization of, filing with, or other act by or
in respect of any third party or Governmental Authority, is required in
connection herewith or therewith.

                  (b)      This Joinder Agreement and the Intercreditor
Agreement constitutes the legal and binding obligation of the New First Lien
Claimholder Representative.

                  (c)      The execution, delivery and performance by the New
First Lien Claimholder Representative of this Joinder Agreement and the
Intercreditor Agreement do not and will not conflict with or result in any
breach or contravention of any New Agreement, any existing First Lien Credit
Documents or the Indenture.

                  (d)      Attached hereto as ATTACHMENT 1 are copies of the
agreements and other documents (the "NEW AGREEMENTS") executed and delivered
with respect to or otherwise governing the New First Lien Obligations, which are
required to have been delivered pursuant to the Intercreditor Agreement. Except
as otherwise provided in the Intercreditor Agreement, the New Agreements will
evidence and govern all New First Lien Obligations between the applicable
Grantor and the New First Lien Claimholder Representative, and there are no
other agreements or other understandings with respect to the New First Lien
Obligations affecting the Common Collateral between such Grantor and the New
First Lien Claimholder Representative.

                  (e)      The New Agreements create for the benefit of the New
First Lien Claimholder Representative a valid and perfected security interest in
the Common Collateral securing the New First Lien Obligations, and all filings
and other actions necessary or desirable to perfect or protect such security
interest have been duly taken or arrangements therefor satisfactory to the New
First Lien Claimholder Representative have been made, subject to no prior Liens
other than those created in favor of the Second Lien Collateral Trustee, the
existing First Lien Claimholder Representative, the First Lien Claimholders or
any Liens prior to any of the foregoing, and as otherwise not prohibited by any
First Lien Credit Documents in existence immediately prior to the date hereof.

                  2.3 Parent Representations and Warranties. Parent represents
and warrants to each Person party to this Joinder Agreement and the
Intercreditor Agreement the following:

                  (a)      It has the full power and authority and the legal
right to make, deliver and perform, and has taken all necessary action, to
authorize the execution, delivery and performance of this Joinder Agreement, and
any and all other documents delivered by it in connection herewith and to
fulfill its obligations under, and to consummate the transactions contemplated
by, this Joinder Agreement and the Intercreditor Agreement, and no

                                   EXHIBIT Q-2

<PAGE>

consent or authorization of, filing with, or other act by or in respect of any
Governmental Authority, is required in connection herewith or therewith (except
Lien filings done concurrently).

                  (b)      This Joinder Agreement constitutes the legal and
binding obligation of Parent.

                  (c)      The execution, delivery and performance by Parent of
this Joinder Agreement do not and will not conflict with or result in any breach
or contravention of any New Agreement, any First Lien Credit Document or any
Second Lien Credit Document.

                  (d)      No event has occurred and is continuing that would
constitute a default or an event of default under the existing First Lien Credit
Documents or the Second Lien Credit Documents.

                  (e)      Parent and any other applicable Grantor have
performed in all material respects all agreements and satisfied all conditions
which the Intercreditor Agreement provides shall be performed or satisfied by it
on or before the date of this Joinder Agreement.

                  (f)      The New Agreements create for the benefit of the New
First Lien Claimholder Representative a valid and perfected security interest in
the Common Collateral securing the New First Lien Obligations, and all filings
and other actions necessary or desirable to perfect or protect such security
interest have been duly taken or arrangements therefor satisfactory to the New
First Lien Claimholder Representative have been made, subject to no prior Liens
other than those created in favor of the Second Lien Collateral Trustee, the
existing First Lien Claimholder Representative, the First Lien Claimholders or
any Liens prior to any of the foregoing, and as otherwise not prohibited by any
First Lien Credit Documents in existence immediately prior to the date hereof.

                  SECTION 3.  LIEN PRIORITIES AMONG FIRST LIEN CLAIMHOLDERS.

                  3.1 Pari Passu. Notwithstanding the date, manner or order of
grant, attachment or perfection of any Liens securing the existing First Lien
Obligations granted on the Common Collateral or of any Liens securing the New
First Lien Obligations granted on the Common Collateral and notwithstanding any
provision of the UCC, or any applicable law, each of the New First Lien
Claimholder Representative, on behalf of itself and the New First Lien
Claimholders, and each existing First Lien Claimholder Representative, on behalf
of itself and the existing First Lien Claimholders it represents, hereby agrees
that any Lien on the Common Collateral securing any First Lien Obligations now
or hereafter held by or on behalf of any existing First Lien Claimholder
Representative or any First Lien Claimholders or any agent or trustee therefor,
regardless of how acquired, whether by grant, possession, statute, operation of
law, subrogation or otherwise, shall rank pari passu with respect to all other
First Lien Claimholders in all respects. All Liens on the Common Collateral
securing any existing First Lien Obligations shall be and remain pari passu with
all Liens on the Common Collateral securing any New First Lien Obligations for
all purposes.

                  3.2 Additional Collateral. Parent shall not, and shall not
permit any Guarantor Subsidiary to, grant or permit any additional Liens on any
asset to secure any New First Lien Obligation unless it has also granted a Lien
on such asset to secure the existing First Lien Obligations; and to the extent
any of the existing First Lien Obligations are not secured by Liens in any such
asset, Parent shall grant, convey and assign, and shall cause the applicable
Guarantor Subsidiary to grant, convey and assign, a Lien on such asset to secure
the existing First Lien Obligations.

                  3.3 No Warranties or Liability. Each of the New First Lien
Claimholder Representative, on behalf of itself and the New First Lien
Claimholders, and each existing First Lien Claimholder Representative, on behalf
of itself and the First Lien Claimholders it represents, acknowledges and agrees
that each of the parties hereto (other than Parent) has made no express or
implied representation or warranty, including with respect to the execution,
validity, legality, completeness, collectibility or enforceability of any of its
respective First Lien Credit Documents, the ownership of any Common Collateral
or the perfection or priority of any Liens thereon, except as set forth in this
Joinder Agreement and the Intercreditor Agreement. Except as provided herein or
in the Intercreditor Agreement, each of the New First Lien Claimholder
Representative and the existing First Lien Claimholder Representative, on behalf
of the First Lien Claimholders, will be entitled to manage and supervise its
loans, other extensions of credit or other accommodations under its respective
First Lien Credit Documents in accordance with the terms thereof, applicable law
and as it may otherwise deem appropriate.

                                   EXHIBIT Q-3

<PAGE>

                  3.4  Payments and Sharing.

                  (a)      Subject to the terms of this Joinder Agreement, any
amounts realized with respect to Common Collateral in connection with the sale
or other disposition of, or collection on, such Common Collateral upon the
exercise of remedies, shall be applied by a First Lien Claimholder
Representative, first, to pay for its expenses in connection with such sale or
disposition pursuant to the First Lien Credit Documents to which it is a party,
and second, to the First Lien Claimholders based on their Pro Rata Share(s) of
the First Lien Obligations. If any First Lien Claimholder Representative
receives any such amounts in connection with the exercise of any right or remedy
relating to the Common Collateral (whether voluntary, involuntary, through the
exercise of any right of set-off or otherwise) in excess of the Pro Rata Share
of its represented First Lien Claimholders, such First Lien Claimholder
Representative shall immediately (a) notify each other First Lien Claimholder
Representative of such fact, and (b) immediately purchase for the benefit of its
represented First Lien Claimholders from each other First Lien Claimholder
Representative such participations in the applicable First Lien Obligations held
by its represented First Lien Claimholders as shall be necessary to cause such
purchasing First Lien Claimholder Representative to share the excess payment in
respect of such First Lien Obligations in accordance with each First Lien
Claimholder's Pro Rata Share; provided, however, that if all or any portion of
such excess payment is thereafter recovered from the purchasing First Lien
Claimholder Representative or any of its represented First Lien Claimholders,
such purchase shall to that extent be rescinded and the other First Lien
Claimholders shall repay to the purchasing First Lien Claimholder
Representative, for distribution to itself and its represented First Lien
Claimholders, the amount that was so recovered from them. Parent agrees, on
behalf of itself and any applicable Grantor, that any First Lien Claimholder
Representative so purchasing a participation from another First Lien Claimholder
Representative may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such First Lien Claimholder Representative were the
direct creditor of the applicable Grantor in the amount of such participation.

                  (b)      The existing First Lien Claimholder Representative,
in coordination with any New First Lien Claimholder Representative, will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section 3.4 and will in each case notify
the First Lien Claimholders following any such purchases or repayments. Each
First Lien Claimholder Representative that purchases a participation pursuant to
this Section 3.4 shall from and after such purchase have the right to give all
notices, requests, demands, directions and other communications under the
applicable First Lien Credit Documents with respect to the portion of the First
Lien Obligations purchased to the same extent as though the purchasing First
Lien Claimholder Representative were the original owner of the First Lien
Obligations purchased.

                  (c)      Notwithstanding the foregoing, neither the existing
First Lien Claimholder Representative nor any existing First Lien Claimholder
shall be required to purchase any participation from any New First Lien
Claimholder Representative or New First Lien Claimholder whose Lien in any
portion of the Common Collateral with a value (determined by the existing First
Lien Claimholder Representative based on instructions from its represented First
Lien Claimholders pursuant to the terms of the First Lien Credit Documents to
which they are party) in excess of $500,000 has been found to be invalid,
unperfected, a preference or other imperfection rendering it unenforceable or
otherwise junior to the interests of creditors with Liens junior to those of the
parties to the Intercreditor Agreement or the Joinder Agreement.

                  3.5 Rights and Duties.

                  (a)      Each of the existing First Lien Claimholder
Representative and the New First Lien Claimholder Representative may execute any
documents or instruments necessary to release any Lien encumbering any item of
Common Collateral that is the subject of a sale or other disposition, or
otherwise perform such actions or exercise such remedies with respect to the
Common Collateral, as permitted under the First Lien Credit Documents, or as
otherwise consented to by the Majority Creditors and permitted under this
Joinder Agreement and the Intercreditor Agreement.

                  (b)      Neither the existing First Lien Claimholder
Representative nor the New First Lien Claimholder Representative shall release,
substitute, exercise any right or remedy, or take any other action with respect
to all or any part of the Common Collateral without the prior consent of the
Majority Creditors (except that if the existing First Lien Credit Documents
require a higher percentage vote for such

                                   EXHIBIT Q-4

<PAGE>

actions, Majority Creditors shall be deemed to require such higher percentage
vote of existing First Lien Claimholders), except as permitted under this
Section 3.5. In the event of a foreclosure on any of the Common Collateral
pursuant to a public or private sale, each existing First Lien Claimholder
Representative, the New First Lien Claimholder Representative or any First Lien
Claimholder may be the purchaser of any or all of such Common Collateral at any
such sale.

                  (c)      The Majority Creditors may direct the First Lien
Claimholder Representatives to release, substitute, exercise of any right or
remedy, or take any other action with respect to all or any part of the Common
Collateral, including any foreclosure or other enforcement action (except that
if the existing First Lien Credit Documents require a higher percentage vote for
such actions, Majority Creditors shall be deemed to require such higher
percentage vote of existing First Lien Claimholders). Except as otherwise
provided in this Joinder Agreement or any First Lien Credit Document, directions
given by the Majority Creditors hereunder shall be binding on all First Lien
Claimholders. Neither any First Lien Claimholder Representative nor the New
First Lien Claimholder Representative shall be required to seek the vote of all
First Lien Claimholders to the extent it has already received the prior consent
of the Majority Creditors for any actions contemplated hereunder.

                  (d)      Each First Lien Claimholder Representative and the
New First Lien Claimholder Representative agrees that it shall give prompt
notice to one another of any actions to be taken pursuant to the instructions of
the Majority Creditors to enforce any First Lien Credit Document; provided,
however, that the failure to give any such notice shall not impair the right of
either representative to take any such action or the validity or enforceability
under this Joinder Agreement of the action so taken in compliance herewith.

                  (e)      Nothing contained in this Joinder Agreement shall
affect the rights of any First Lien Claimholder to accelerate or make demand for
payment of their respective First Lien Obligations under their First Lien Credit
Documents.

                  SECTION 4.  Amendments to New Agreements. Without the prior
written consent of the existing First Lien Claimholder Representative, no New
Agreement may be amended, supplemented or otherwise modified or entered into to
the extent such amendment, supplement or modification, or the terms of any New
Agreement, would contravene the provisions of this Joinder Agreement, the
Intercreditor Agreement, the First Lien Credit Documents or the Second Lien
Credit Documents. The New First Lien Claimholder Representative agrees that each
New Agreement relating to the Common Collateral shall include the following
language (or language to similar effect approved by the existing First Lien
Claimholder Representative(s)):

                  "Notwithstanding anything herein to the contrary, the lien and
                  security interest granted to the [Name of New First Lien
                  Claimholder Representative] pursuant to this Agreement and the
                  exercise of any right or remedy by [Name of New First Lien
                  Claimholder Representative] hereunder are subject to the
                  provisions of the Intercreditor Agreement, dated as of
                  December _____, 2002 (as amended, restated, supplemented or
                  otherwise modified from time to time, the "INTERCREDITOR
                  AGREEMENT"), among [Name(s) of existing First Lien Claimholder
                  Representative(s)], as existing First Lien Claimholder
                  Representative, State Street Bank and Trust Company of
                  California, N.A., as Second Lien Collateral Trustee,
                  Sanmina-SCI Corporation and certain other persons party or
                  that may become party thereto, and the Joinder Agreement
                  relating thereto. In the event of any conflict between the
                  terms of the Intercreditor Agreement and the Joinder
                  Agreement, on the one hand, and this Agreement, on the other
                  hand, the terms of the Intercreditor Agreement and the Joinder
                  Agreement shall govern and control."

                  SECTION 5.  Limitation on Liability. None of the existing
First Lien Claimholder Representative(s), the First Lien Claimholders, the New
First Lien Claimholder Representative, New First Lien Claimholders, nor any of
their respective officers, directors, employees, affiliates, agents or
attorneys-in-fact shall be liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Joinder Agreement or the
Intercreditor Agreement except for its or their own gross negligence or willful
misconduct. No such Person shall be responsible in any manner for any recitals,
statements, representations or warranties made by

                                   EXHIBIT Q-5

<PAGE>

Parent, any of its Subsidiaries or any officer thereof contained in any of the
First Lien Credit Documents, or in any certificate, report, statement or other
document referred to or provided for in or received by the existing First Lien
Claimholder Representative(s) or the New First Lien Claimholder Representative
under or in connection with this Joinder Agreement or the Intercreditor
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Joinder Agreement or the Intercreditor Agreement, or for
any failure of Parent or any of its Subsidiaries to perform its obligations
hereunder or under any other First Lien Credit Document, or for the perfection
or priority of any Lien or the existence or state of, or title to, any of the
Common Collateral. No such Person shall be under any obligation to ascertain or
to inquire as to the observance or performance of any of the terms, covenants or
conditions of this Joinder Agreement, the Intercreditor Agreement or any First
Lien Credit Document on the part of Parent or any of its Subsidiaries or to
inspect the properties, books or records of Parent or any of its Subsidiaries.
The agreements in this Section 5.1 shall survive the payment of the First Lien
Obligations and the termination of this Joinder Agreement.

                  SECTION 6.  MISCELLANEOUS.

                  6.1 Conflicts. In the event of any conflict between the
provisions of this Joinder Agreement and the provisions of the New Agreements,
the provisions of this Joinder Agreement and the Intercreditor Agreement shall
govern.

                  6.2 Effectiveness; Continuing Nature of this Joinder
Agreement; Severability. This Joinder Agreement shall become effective when
executed and delivered by the parties hereto in accordance with its terms and
conditions. The New First Lien Claimholder Representative hereby waives any
right it may have under applicable law to revoke this Joinder Agreement or the
Intercreditor Agreement, or any of the provisions of this Joinder Agreement or
the Intercreditor Agreement except in accordance with its terms. The terms of
this Joinder Agreement and the Intercreditor Agreement shall survive, and shall
continue in full force and effect, in any Insolvency or Liquidation Proceeding.
This Joinder Agreement shall terminate either in accordance with its terms or
upon termination of the Intercreditor Agreement.

                  6.3 Amendments; Waivers. No amendment, modification or waiver
of any of the provisions of this Joinder Agreement by any existing First Lien
Claimholder Representative or the New First Lien Claimholder Representative
shall be deemed to be made unless the same shall be in writing signed on behalf
of each party hereto or its authorized agent and each waiver, if any, shall be a
waiver only with respect to the specific instance involved and shall in no way
impair the rights of the parties making such waiver or the obligations of the
other parties to such party in any other respect or at any other time. Parent
shall not have any right to consent to or approve any amendment, modification or
waiver of any provision of this Joinder Agreement except to the extent its
rights are directly affected (including any amendment to Parent's ability to
cause additional obligations to constitute First Lien Obligations).

                  6.4 Further Assurances. Parent and the New First Lien
Claimholder Representative agrees that it shall take such further action and
shall execute and deliver such additional documents and instruments (in
recordable form, if requested) as the existing First Lien Claimholder
Representative may reasonably request to effectuate the terms of and the lien
priorities contemplated by this Joinder Agreement and the Intercreditor
Agreement.

                  6.5 Notices. All notices, requests, demands and other
communications provided for or permitted hereunder shall be sent and deemed to
have been given in accordance with Section 8.8 of the Intercreditor Agreement.
For the purposes hereof, the address of the existing First Lien Claimholder
Representative(s) shall be [____________], and the address of the New First Lien
Claimholder Representative shall be[____________], in each case, or at such
other address as shall be designated by it in writing to the other Persons party
hereto and to the Intercreditor Agreement.

                  6.6 Consent to Jurisdiction; Waivers. The parties hereto
consent to the jurisdiction of any state or federal court located in New York,
New York, and consent that all service of process may be made by registered mail
directed to such party as provided in Section 6.5 above. Service so made shall
be deemed to be completed four Business Days after the same shall be posted as
aforesaid. The parties hereto waive any objection to any action instituted
hereunder based on forum non conveniens, and any objection to the venue of any
action instituted hereunder. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY
HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION

                                   EXHIBIT Q-6

<PAGE>

BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS JOINDER AGREEMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR
ACTION OF ANY PARTY HERETO.

                  6.7 Governing Law. This Joinder Agreement has been delivered
and accepted at and shall be deemed to have been made at New York, New York and
shall be interpreted, and the rights and liabilities of the parties bound hereby
determined, in accordance with the laws of the State of New York.

                  6.8 Binding on Successors and Assigns. This Joinder Agreement
shall be binding upon each of the parties hereto and their respective successors
and assigns.

                  6.9 Section Titles. The section titles contained in this
Joinder Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of this Joinder Agreement.

                  6.10 Counterparts. This Joinder Agreement may be executed in
one or more counterparts, each of which shall be an original and all of which
shall together constitute one and the same document.

                  6.11 No Third Party Beneficiaries. This Joinder Agreement and
the rights and benefits hereof shall inure to the benefit of each of the parties
hereto, each of the parties to the Intercreditor Agreement and the First Lien
Claimholders, and their respective successors and assigns. No other Person shall
have or be entitled to assert rights or benefits hereunder.

                  (remainder of page intentionally left blank)

                                   EXHIBIT Q-7

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Joinder Agreement to be duly executed as of this ____ day of ______________,
______.

                                      NEW FIRST LIEN CLAIMHOLDER REPRESENTATIVE:
                                      [                     ]

                                      By:_____________________________________
                                         Name:
                                         Title:

                                      Address:

                                      PARENT:

                                      SANMINA-SCI CORPORATION

                                      By:_____________________________________
                                         Name:
                                         Title:

                                      FIRST LIEN CLAIMHOLDER REPRESENTATIVE:
                                      [                     ]

                                      By:_____________________________________
                                         Name:
                                         Title:

                                   EXHIBIT Q-8

<PAGE>

                                  ATTACHMENT 1

                              TO JOINDER AGREEMENT

                                   EXHIBIT Q-9