108959.6/NYL3
                                                COPY AS EXECUTED





                           U.S. $100,000,000


                           CREDIT AGREEMENT

                      Dated as of August 31, 1995

                                Among

                          MAXTOR CORPORATION

                             as Borrower

                                 and

                    THE INITIAL LENDERS NAMED HEREIN
                         AND THE ISSUING BANK

                  as Initial Lenders and the Issuing Bank

                                 and

                            CITIBANK, N.A.

                       as Administrative Agent



                           TABLE OF CONTENTS


                              ARTICLE I

                    DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.  Certain Defined Terms................................   1
SECTION 1.02.  Computation of Time Periods..........................  15
SECTION 1.03.  Accounting Terms.....................................  15

                            ARTICLE II

                   AMOUNTS AND TERMS OF THE ADVANCES
                      AND THE LETTERS OF CREDIT

SECTION 2.01.  The Revolving Credit Advances........................  15
SECTION 2.02.  Making the Revolving Credit Advances.................  16
SECTION 2.03.  The Competitive Bid Advances.........................  17
SECTION 2.04.  Fees.................................................  22
SECTION 2.05.  Termination, Reduction or Extension of the Commitments 23
SECTION 2.06.  Repayment of Revolving Credit Advances...............  25
SECTION 2.07.  Interest on Revolving Credit Advances................  25
SECTION 2.08.  Interest Rate Determination..........................  26
SECTION 2.09.  Optional Conversion of Revolving Credit Advances.....  27
SECTION 2.10.  Prepayments..........................................  28
SECTION 2.11.  Increased Costs......................................  28
SECTION 2.12.  Illegality...........................................  29
SECTION 2.13.  Payments and Computations............................  30
SECTION 2.14.  Taxes................................................  31
SECTION 2.15.  Sharing of Payments, Etc.............................  33
SECTION 2.16.  Use of Proceeds......................................  34
SECTION 2.17.  Issuance of and Drawings and Reimbursement
               Under Letters of Credit..............................  34

                               ARTICLE III

                  CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01.  Conditions Precedent to Effectiveness of Sections
               2.01, 2.03 and 2.17..................................  39
SECTION 3.02.  Conditions Precedent to Each Revolving Credit
               Borrowing and Issuance...............................  41
SECTION 3.03.  Conditions Precedent to Each Competitive Bid
               Borrowing............................................  41
SECTION 3.04.  Determinations Under Section 3.01....................  42

                               ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Borrower.......  43

                               ARTICLE V

                           COVENANTS OF THE BORROWER

SECTION 5.01.  Affirmative Covenants................................  46
SECTION 5.02.  Negative Covenants...................................  50

                              ARTICLE VI

                           EVENTS OF DEFAULT

SECTION 6.01.  Events of Default....................................  53
SECTION 6.02.  Actions in Respect of the Letters of Credit
               upon Default.........................................  56

                              ARTICLE VII

                         THE ADMINISTRATIVE AGENT

SECTION 7.01.  Authorization and Action.............................  57
SECTION 7.02.  Administrative Agent's Reliance, Etc.................  57
SECTION 7.03.  Citibank and Affiliates..............................  58
SECTION 7.04.  Lender and Issuing Bank Credit Decision..............  58
SECTION 7.05.  Indemnification......................................  58
SECTION 7.06.  Successor Administrative Agent.......................  60

                             ARTICLE VIII

                             MISCELLANEOUS

SECTION 8.01.  Amendments, Etc......................................  61
SECTION 8.02.  Notices, Etc.........................................  61
SECTION 8.03.  No Waiver; Remedies..................................  62
SECTION 8.04.  Costs and Expenses...................................  62
SECTION 8.05.  Right of Set-off.....................................  64
SECTION 8.06.  Binding Effect.......................................  64
SECTION 8.07.  Assignments and Participations.......................  64
SECTION 8.08.  Confidentiality......................................  68
SECTION 8.09.  Governing Law........................................  68
SECTION 8.10.  Execution in Counterparts............................  68
SECTION 8.11.  Jurisdiction, Etc....................................  68
SECTION 8.12.  Waiver of Jury Trial.................................  69



Schedules
---------
Schedule I - List of Applicable Lending Offices

Schedule 4.01(c) - Required Authorizations and Approvals

Schedule 4.01(e) - Material Adverse Changes

Schedule 5.02(a) - Existing Liens

Schedule 5.02(b)(iii)(B) - Permitted Debt Transactions

Schedule 5.02(b)(iii)(D) - Surviving Debt



Exhibits
---------
Exhibit A-1  -  Form of Revolving Credit Note

Exhibit A-2  -  Form of Competitive Bid Note

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

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

Exhibit C    -  Form of Assignment and Acceptance

Exhibit D    -  Form of Notice of Extension of Termination Date

Exhibit E    -  Form of Guaranty

Exhibit F-1  -  Form of Opinion of New York Counsel for the Borrower

Exhibit F-2  -  Form of Opinion of General Counsel to the Borrower

Exhibit G-1  -  Form of Opinion of Counsel for the Guarantor

Exhibit G-2  -  Form of Opinion of Corporate Counsel for the Guarantor





                             CREDIT AGREEMENT

                         Dated as of August 31, 1995


      MAXTOR CORPORATION, a Delaware corporation (the "Borrower"), the banks,
financial institutions and other institutional lenders listed on the
signature pages hereof as the Initial Lenders (the "Initial Lenders"), the
Issuing Bank (the "Issuing Bank") and CITIBANK, N.A. ("Citibank"), as
administrative agent (the "Administrative Agent") for the Lenders and the
Issuing Bank (as hereinafter defined), agree as follows:

                                ARTICLE I

                      DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01.  Certain Defined Terms  As used in this Agreement, the
following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms
defined):

      "Administrative Agent's Account" means the account of the
      Administrative Agent maintained by the Administrative Agent at Citibank
      with its office at 1 Court Square, 7th Floor, Zone 1, Long Island City,
      New York 11120, Account No. 36852248, Attention:  John Makrinos.

      "Advance" means a Revolving Credit Advance, a Competitive Bid Advance
      or a Letter of Credit Advance.

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

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

      "Applicable Margin" means, as of any date, a percentage per annum equal
      to 0% for Base Rate Advances and .3% for Eurodollar Rate Advances.

      "Assigning Lender" has the meaning specified in Section 8.07(c).

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

      "Available Amount" of any Letter of Credit means, at any time, the
      maximum amount available to be drawn under such Letter of Credit at
      such time (assuming compliance at such time with all conditions to
      drawing).

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

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

      (b)  the sum (adjusted to the nearest 1/16 of 1% or, if there is no
           nearest 1/16 of 1%, to the next higher 1/16 of 1%) of (i) 1/2 of
           1% per annum, plus (ii) the rate obtained by dividing (A) the
           latest three-week moving average of secondary market morning
           offering rates in the United States for three-month certificates
           of deposit of major United States money market banks, such three-
           week moving average (adjusted to the basis of a year of 360 days)
           being determined weekly on each Monday (or, if such day is not a
           Business Day, on the next succeeding Business Day) for the three-
           week period ending on the previous Friday by Citibank on the basis
           of such rates reported by certificate of deposit dealers to and
           published by the Federal Reserve Bank of New York or, if such
           publication shall be suspended or terminated, on the basis of
           quotations for such rates received by Citibank from three New York
           certificate of deposit dealers of recognized standing selected by
           Citibank, by (B) a percentage equal to 100% minus the average of
           the daily percentages specified during such three-week period by
           the Board of Governors of the Federal Reserve System (or any
           successor) for determining the maximum reserve requirement
           (including, but not limited to, any emergency, supplemental or
           other marginal reserve requirement) for Citibank with respect to
           liabilities consisting of or including (among other liabilities)
           three-month U.S. dollar non-personal time deposits in the United
           States, plus (iii) the average during such three-week period of
           the annual assessment rates estimated by Citibank for determining
           the then current annual assessment payable by Citibank to the
           Federal Deposit Insurance Corporation (or any successor) for
           insuring U.S. dollar deposits of Citibank in the United States;
           and

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

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

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

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

        "Capitalized Leases" means all leases that have been or should be, in
        accordance with GAAP, recorded as capitalized leases.

        "CSI" means Citicorp Securities, Inc.

        "Commitment" means a Revolving Credit Commitment or a Letter of
        Credit Commitment.

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

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

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

        "Competitive Bid Reduction" has the meaning specified in Section
        2.03(c).

        "Confidential Information" means information that the Borrower
        furnishes to the Administrative Agent, any Lender or the Issuing Bank
        in a writing designated as confidential, but does not include any
        such information that is or becomes generally available to the public
        or that is or becomes available to the Administrative Agent, such
        Lender or the Issuing Bank from a source other than the Borrower.

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

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

        "Debt" of any Person means, without duplication, (a) all indebtedness
        of such Person for borrowed money, (b) all obligations of such Person
        for the deferred purchase price of property or services, (c) all
        obligations of such Person evidenced by notes, bonds, debentures or
        other similar instruments, (d) all obligations of such Person created
        or arising under any conditional sale or other title retention
        agreement with respect to property acquired by such Person (even
        though the rights and remedies of the seller or lender under such
        agreement in the event of default are limited to repossession or sale
        of such property), (e) all obligations of such Person as lessee under
        leases that have been or should be, in accordance with GAAP, recorded
        as capital leases, (f) all obligations, contingent or otherwise, of
        such Person in respect of acceptances, letters of credit or similar
        extensions of credit, (g) all Debt of others referred to in clauses
        (a) through (f) above or clause (h) below guaranteed directly or
        indirectly in any manner by such Person, or in effect guaranteed
        directly or indirectly by such Person through an agreement (1) to pay
        or purchase such Debt or to advance or supply funds for the payment
        or purchase of such Debt, (2) to purchase, sell or lease (as lessee
        or lessor) property, or to purchase or sell services, primarily for
        the purpose of enabling the debtor to make payment of such Debt or to
        assure the holder of such Debt against loss, (3) to supply funds to
        or in any other manner invest in the debtor (including any agreement
        to pay for property or services irrespective of whether such property
        is received or such services are rendered) or (4) otherwise to assure
        a creditor against loss, and (h) all Debt referred to in clauses (a)
        through (g) above secured by (or for which the holder of such Debt
        has an existing right, contingent or otherwise, to be secured by) any
        Lien on property (including, without limitation, accounts and
        contract rights) owned by such Person, even though such Person has
        not assumed or become liable for the payment of such Debt.

        "Declining Lender" has the meaning specified in Section 2.05(c).

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

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

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

        "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
        Lender; (iii) a commercial bank organized under the laws of the
        United States, or any State thereof, and having a combined capital
        and surplus of at least $250,000,000; (iv) a commercial bank
        organized under the laws of any other country that is a member of the
        Organization for Economic Cooperation and Development or has
        concluded special lending arrangements with the International
        Monetary Fund associated with its General Arrangements to Borrow, or
        a political subdivision of any such country, and having a combined
        capital and surplus of at least $250,000,000, so long as such bank is
        acting through a branch or agency located in the country in which it
        is organized or another country that is described in this clause
        (iv); and (v) any other Person approved by the Administrative Agent
        and the Borrower, such approval not to be unreasonably withheld or
        delayed; provided, however, that neither the Loan Parties nor an
        Affiliate of either of the Loan Parties shall qualify as an Eligible
        Assignee.

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

        "Environmental Law" means any federal, state, local or foreign
        statute, law, ordinance, rule, regulation, code, order, judgment,
        decree or judicial or agency interpretation, policy or guidance
        relating to pollution or protection of the environment, health,
        safety or natural resources, including, without limitation, those
        relating to the use, handling, transportation, treatment, storage,
        disposal, release or discharge of Hazardous Materials.

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

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
        amended from time to time, and the regulations promulgated and
        rulings issued thereunder.

        "ERISA Affiliate" means any Person that for purposes of Title IV of
        ERISA is a member of either Loan Party's controlled group, or under
        common control with either Loan Party, within the meaning of Section
        414 of the Internal Revenue Code.

        "ERISA Event" means (a) (i) the occurrence of a reportable event,
        within the meaning of Section 4043 of ERISA, with respect to any Plan
        unless the 30-day notice requirement with respect to such event has
        been waived by the PBGC, or (ii) the requirements of subsection (1)
        of Section 4043(b) of ERISA (without regard to subsection (2) of such
        Section) are met with a contributing sponsor, as defined in Section
        4001(a)(13) of ERISA, of a Plan, and an event described in paragraph
        (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
        reasonably expected to occur with respect to such Plan within the
        following 30 days; (b) the application for a minimum funding waiver
        with respect to a Plan; (c) the provision by the administrator of any
        Plan of a notice of intent to terminate such Plan pursuant to Section
        4041(a)(2) of ERISA (including any such notice with respect to a plan
        amendment referred to in Section 4041(e) of ERISA); (d) the cessation
        of operations at a facility of either Loan Party or any ERISA
        Affiliate in the circumstances described in Section 4062(e) of ERISA;
        (e) the withdrawal by either Loan Party or any ERISA Affiliate from a
        Multiple Employer Plan during a plan year for which it was a
        substantial employer, as defined in Section 4001(a)(2) of ERISA; (f)
        the conditions for the imposition of a lien under Section 302(f) of
        ERISA shall have been met with respect to any Plan; (g) the adoption
        of an amendment to a Plan requiring the provision of security to such
        Plan pursuant to Section 307 of ERISA; or (h) the institution by the
        PBGC of proceedings to terminate a Plan pursuant to Section 4042 of
        ERISA, or the occurrence of any event or condition described in
        Section 4042 of ERISA that constitutes grounds for the termination
        of, or the appointment of a trustee to administer, a Plan.

        "Eurocurrency Liabilities" has the meaning assigned to that term in
        Regulation D of the Board of Governors of the Federal Reserve System,
        as in effect from time to time.

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

        "Eurodollar Rate" means, for any Interest Period for each Eurodollar
        Rate Advance comprising part of the same Revolving Credit Borrowing,
        an interest rate per annum equal to the rate per annum obtained by
        dividing (a) the average (rounded upward to the nearest whole
        multiple of 1/16 of 1% per annum, if such average is not such a
        multiple) of the rate per annum at which deposits in U.S. dollars are
        offered by the principal office of each of the Reference Banks in
        London, England to prime banks in the London interbank market at
        11:00 A.M. (London time) two Business Days before the first day of
        such Interest Period in an amount substantially equal to such
        Reference Bank's Eurodollar Rate Advance comprising part of such
        Revolving Credit Borrowing to be outstanding during such Interest
        Period and for a period equal to such Interest Period by (b) a
        percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
        for such Interest Period.  The Eurodollar Rate for any Interest
        Period for each Eurodollar Rate Advance comprising part of the same
        Revolving Credit Borrowing shall be determined by the Administrative
        Agent on the basis of applicable rates furnished to and received by
        the Administrative Agent from the Reference Banks two Business Days
        before the first day of such Interest Period, subject, however, to
        the provisions of Section 2.08.

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

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

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

        "Existing Credit Agreement" means the Financing Agreement dated
        September 16, 1993 between the Borrower and The CIT Group/Business
        Credit, Inc., as agent and lender.

        "Extending Lender" has the meaning specified in Section 2.05(c).

        "Facilities" means the Revolving Credit Facility and the Letter of
        Credit Facility.

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

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

        "GAAP" has the meaning specified in Section 1.03.

        "Guarantor" means Hyundai Electronics Industries Co., Ltd., a company
        incorporated with limited liability in the Republic of Korea.

        "Guaranty" has the meaning specified in Section 3.01(h)(iv).

        "Guaranty and Recourse Agreement" means the Guaranty and Recourse
        Agreement dated as of August 31, 1995 between the Borrower and the
        Guarantor.

        "Hazardous Materials" means (a) petroleum and petroleum products,
        byproducts or breakdown products, radioactive materials, asbestos-
        containing materials, polychlorinated biphenyls and radon gas and
        (b) any other chemicals, materials or substances designated,
        classified or regulated as hazardous or toxic or as a pollutant or
        contaminant under any Environmental Law.

        "Hyundai Group" means, collectively, the Guarantor, Hyundai Merchant
        Marine, Hyundai Corporation and Hyundai Heavy Industries Co., Ltd.

        "Information Memorandum" means the information memorandum dated
        August 9, 1995, used by the Administrative Agent in connection with
        the syndication of the Commitments.

        "Insufficiency" means, with respect to any Plan, the amount, if any,
        of its unfunded benefit liabilities, as defined in Section
        4001(a)(18) of ERISA.

        "Interest Period" means, for each Eurodollar Rate Advance comprising
        part of the same Revolving Credit Borrowing and each LIBO Rate
        Advance comprising part of the same Competitive Bid Borrowing, the
        period commencing on the date of such Eurodollar Rate Advance or LIBO
        Rate Advance or the date of the Conversion of any Base Rate Advance
        into such Eurodollar Rate Advance and ending on the last day of the
        period selected by the Borrower pursuant to the provisions below and,
        thereafter, with respect to Eurodollar Rate Advances, each subsequent
        period commencing on the last day of the immediately preceding
        Interest Period and ending on the last day of the period selected by
        the Borrower pursuant to the provisions below.  The duration of each
        such Interest Period shall be one, two, three or six months, as the
        Borrower may, upon notice received by the Administrative Agent not
        later than 12:00 P.M. (noon) (New York City time) on the third
        Business Day, in the case of a Revolving Credit Borrowing, or on the
        fourth Business Day, in the case of a Competitive Bid Borrowing,
        prior to the first day of such Interest Period, select; provided,
        however, that:

        (i)   the Borrower may not select any Interest Period that ends after
              the Termination Date;

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

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

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

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

        "Issuing Bank" means the Issuing Bank approved pursuant to Section
        2.17 and each Eligible Assignee to which the Letter of Credit
        Commitment hereunder has been assigned pursuant to Section 8.07.

        "L/C Cash Collateral Account" means the interest-bearing cash
        collateral account to be established and maintained by the
        Administrative Agent, over which the Administrative Agent shall have
        sole dominion and control, upon terms as may be satisfactory to the
        Administrative Agent.

        "L/C Related Documents" has the meaning specified in Section 2.17.

        "Lenders" means the Initial Lenders and each Person that shall become
        a Lender hereto pursuant to Section 8.07.

        "Letter of Credit" has the meaning specified in Section 2.17.

        "Letter of Credit Advance" means an advance made by the Issuing Bank
        or any Lender pursuant to Section 2.17.

        "Letter of Credit Agreement" has the meaning specified in
        Section 2.17.

        "Letter of Credit Commitment" means, with respect to the Issuing Bank
        at any time, (a) $30,000,000 or (b) if the Issuing Bank has entered
        into any Assignment and Acceptance, the amount set forth for the
        Issuing Bank in the Register maintained by the Administrative Agent
        pursuant to Section 8.07(e) as the Issuing Bank's "Letter of Credit
        Commitment", as such amount may be reduced pursuant to Section 2.05.

        "Letter of Credit Facility" means, at any time, the amount of the
        Issuing Bank's Letter of Credit Commitment at such time.

        "LIBO Rate" means, for any Interest Period for all LIBO Rate Advances
        comprising part of the same Competitive Bid Borrowing, an interest
        rate per annum equal to the rate per annum obtained by dividing (a)
        the average (rounded upward to the nearest whole multiple of 1/16 of
        1% per annum, if such average is not such a multiple) of the rate per
        annum at which deposits in U.S. dollars are offered by the principal
        office of each of the Reference Banks in London, England to prime
        banks in the London interbank market at 11:00 A.M. (London time) two
        Business Days before the first day of such Interest Period by (b) a
        percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
        for such Interest Period.  The LIBO Rate for any Interest Period for
        each LIBO Rate Advance comprising part of the same Competitive Bid
        Borrowing shall be determined by the Administrative Agent on the
        basis of applicable rates furnished to and received by the
        Administrative Agent from the Reference Banks two Business Days
        before the first day of such Interest Period, subject, however, to
        the provisions of Section 2.08.

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

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

        "Loan Documents" means this Agreement, the Notes, the Guaranty, and
        each Letter of Credit Agreement, in each case as amended or otherwise
        modified from time to time.

        "Loan Parties" means the Borrower and the Guarantor.

        "Material Adverse Change" means any material adverse change in the
        business, financial condition, operations, performance, properties or
        prospects of either Loan Party or either Loan Party and its
        Subsidiaries taken as a whole.

        "Material Adverse Effect" means a material adverse effect on (a) the
        business, financial condition, operations, performance, properties or
        prospects of either Loan Party or either Loan Party and its
        Subsidiaries taken as a whole, (b) the rights and remedies of the
        Administrative Agent, any Lender or the Issuing Bank under this
        Agreement or any other Loan Document or (c) the ability of either
        Loan Party to perform its obligations under this Agreement or any
        other Loan Document.

        "Multiemployer Plan" means a multiemployer plan, as defined in
        Section 4001(a)(3) of ERISA, to which either Loan Party or any ERISA
        Affiliate is making or accruing an obligation to make contributions,
        or has within any of the preceding five plan years made or accrued an
        obligation to make contributions.

        "Multiple Employer Plan" means a single employer plan, as defined in
        Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
        either Loan Party or any ERISA Affiliate and at least one Person
        other than the Loan Parties and the ERISA Affiliates or (b) was so
        maintained and in respect of which either Loan Party or any ERISA
        Affiliate could have liability under Section 4064 or 4069 of ERISA in
        the event such plan has been or were to be terminated.

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

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

        "Notice of Issuance" has the meaning specified in Section 2.17.

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

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

        "Permitted Liens" means such of the following as to which no
        enforcement, collection, execution, levy or foreclosure proceeding
        shall have been commenced:  (a) Liens for taxes, assessments and
        governmental charges or levies to the extent not required to be paid
        under Section 5.01(b) hereof; (b) Liens imposed by law, such as
        materialmen's, mechanics', carriers', workmen's and repairmen's Liens
        and other similar Liens arising in the ordinary course of business
        securing obligations that are not overdue for a period of more than
        30 days; (c) pledges or deposits to secure obligations under workers'
        compensation laws or similar legislation or to secure public or
        statutory obligations; (d) easements, rights of way and other
        encumbrances on title to real property that do not render title to
        the property encumbered thereby unmarketable or materially adversely
        affect the use of such property for its present purposes; (e) Liens
        consisting of judgment or judicial attachment liens, provided that
        the enforcement of such Liens is effectively stayed; (f) Liens on
        assets of corporations that become Subsidiaries after the date of
        this Agreement, provided, however, that such Liens existed at the
        time the respective corporations became Subsidiaries and were not
        created in anticipation thereof or in connection with the creation of
        such Subsidiaries; (g) Liens securing Capitalized Lease obligations
        on assets subject to such Capitalized Leases, provided that such
        Capitalized Leases are permitted under subsection 5.02(b)(iii)(C);
        (h) Liens arising solely by virtue of any statutory or common law
        provision relating to banker's liens, rights of set-off or similar
        rights and remedies as to deposit accounts or other funds maintained
        with a creditor depository institution; provided that (i) such
        deposit account is not a dedicated cash collateral account and is not
        subject to restrictions against access by the Borrower in excess of
        those set forth by regulations promulgated by the Federal Reserve
        Board, and (ii) such deposit account is not intended by the Borrower
        or any of its Subsidiaries to provide collateral to the depository
        institution.

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

        "Plan" means a Single Employer Plan or a Multiple Employer Plan.

        "Pro Rata Share" of any amount means, with respect to any Lender at
        any time, the product of such amount times a fraction the numerator
        of which is the amount of such Lender's Revolving Credit Commitment
        at such time and the denominator of which is the Revolving Credit
        Facility at such time.

        "Reference Banks" means Citibank, Societe Generale and The Industrial
        Bank of Japan, Limited, San Francisco Agency.

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

        "Reimbursement Obligation" means the obligation of the Borrower to
        reimburse the Issuing Bank pursuant to Section 2.17(d) for amounts
        drawn under the Letters of Credit and other amounts reimbursable by
        the Borrower thereunder.

        "Required Lenders" means at any time Lenders owed or holding at least
        66% of the sum of (a) the aggregate principal amount of the Advances
        outstanding at such time and (b) the aggregate Available Amount of
        all Letters of Credit outstanding at such time, or, if no such
        principal amount and no Letters of Credit are outstanding at such
        time, Lenders holding at least 66% of the Revolving Credit Facility
        at such time.

        "Responsible Officer" means any officer of the Borrower.

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

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

        "Revolving Credit Commitment" means, with respect to any Lender at
        any time, (a) the amount set forth opposite such Lender's name on the
        signature pages hereof under the caption "Revolving Credit
        Commitment" or (b) if such Lender has increased its Revolving Credit
        Commitment pursuant to Section 2.05(c) or has entered into any
        Assignment and Acceptance, the amount set forth for such Lender in
        the Register maintained by the Administrative Agent pursuant to
        Section 8.07(e) as such Lender's "Revolving Credit Commitment", as
        such amount may be reduced pursuant to Section 2.05 or by Competitive
        Bid Reductions.

        "Revolving Credit Facility" means, at any time, the aggregate amount
        of the Lenders' Revolving Credit Commitments at such time.

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

        "Securitization" means transaction Number 1 described on Schedule
        5.02(b)(iii)(B).

        "Single Employer Plan" means a single employer plan, as defined in
        Section 4001(a)(15) of ERISA, that (a) is maintained for employees of
        either Loan Party or any ERISA Affiliate and no Person other than the
        Loan Parties and the ERISA Affiliates or (b) was so maintained and in
        respect of which either Loan Party or any ERISA Affiliate could have
        liability under Section 4069 of ERISA in the event such plan has been
        or were to be terminated.

        "Subordinated Debt" means any Debt of the Borrower that is
        subordinated to the obligations of the Borrower under the Loan
        Documents on, and that otherwise contains, terms and conditions
        satisfactory to the Required Lenders.

        "Subsidiary" of any Person means any corporation, partnership, joint
        venture, limited liability company, trust or estate of which (or in
        which) more than 50% of (a) the issued and outstanding capital stock
        having ordinary voting power to elect a majority of the Board of
        Directors of such corporation (irrespective of whether at the time
        capital stock of any other class or classes of such corporation shall
        or might have voting power upon the occurrence of any contingency),
        (b) the interest in the capital or profits of such limited liability
        company, partnership or joint venture or (c) the beneficial interest
        in such trust or estate is at the time directly or indirectly owned
        or controlled by such Person, by such Person and one or more of its
        other Subsidiaries or by one or more of such Person's other
        Subsidiaries.

        "Surviving Debt" means Debt of the Borrower identified on Schedule
        5.02(b)(iii)(D) hereto.

        "Termination Date" means, with respect to each Lender and the Issuing
        Bank, the earlier of (a) August 29, 1996 or, if extended pursuant to
        Section 2.05(c), the date to which the Commitment of such Lender or
        the Issuing Bank, as the case may be, is so extended pursuant to
        Section 2.05(c) and (b) the date of termination in whole of the
        Commitments pursuant to Section 2.05 or 6.01.

        "Unused Revolving Credit Commitment" means, with respect to any
        Lender at any time, (a) such Lender's Revolving Credit Commitment
        (computed with regard to all existing Competitive Bid Reductions) at
        such time minus (b) the sum of (I) the aggregate principal amount of
        all Revolving Credit Advances and Letter of Credit Advances made by
        such Lender (in its capacity as a Lender) and outstanding at such
        time, plus (ii) such Lender's Pro Rata Share of (A) the aggregate
        Available Amount of all Letters of Credit outstanding at such time
        and (B) the aggregate principal amount of all Letter of Credit
        Advances made by the Issuing Bank pursuant to Section 2.17(d) and
        outstanding at such time.

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

        "Withdrawal Liability" has the meaning specified in Part I of
        Subtitle E of Title IV of ERISA.

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

        SECTION 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with, in the
case of the Borrower, generally accepted accounting principles, and, in the
case of the Guarantor, generally accepted financial accounting standards in
the Republic of Korea consistent with those applied in the preparation of the
financial statements referred to in Section 4.01(e) ("GAAP").


                                  ARTICLE II

                    AMOUNTS AND TERMS OF THE ADVANCES
                        AND THE LETTERS OF CREDIT

      SECTION 2.01.  The Revolving Credit Advances.  Each Lender severally
agrees, on the terms and conditions hereinafter set forth, to make Revolving
Credit Advances to the Borrower from time to time on any Business Day during
the period from the Effective Date until the Termination Date in an amount
for each such Advance not to exceed such Lender's Unused Revolving Credit
Commitment at such time.  Each Revolving Credit Borrowing shall be in an
aggregate amount of $5,000,000 or an integral multiple of $1,000,000 in
excess thereof (or, if less, an aggregate amount equal to the amount by which
the aggregate amount of a proposed Competitive Bid Borrowing requested by the
Borrower exceeds the aggregate amount of Competitive Bid Advances offered to
be made by the Lenders and accepted by the Borrower in respect of such
Competitive Bid Borrowing, if such Competitive Bid Borrowing is made on the
same date as such Revolving Credit Borrowing) and shall consist of Revolving
Credit Advances of the same Type made on the same day by the Lenders ratably
according to their respective Revolving Credit Commitments.  Within the
limits of each Lender's Unused Revolving Credit Commitment, the Borrower may
borrow under this Section 2.01, prepay pursuant to Section 2.10 and reborrow
under this Section 2.01.

      SECTION 2.02.  Making the Revolving Credit  (a)  Each Revolving Credit
Borrowing shall be made on notice, given not later than 12:00 P.M. (noon)
(New York City time) on the third Business Day prior to the date of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurodollar Rate Advances, or the Business Day of the
proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Base Rate Advances, by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice thereof
by telecopier or telex.  Each such notice of a Revolving Credit Borrowing (a
"Notice of Revolving Credit Borrowing") shall be by telephone, confirmed
immediately in writing, or telecopier or telex in substantially the form of
Exhibit B-1 hereto, specifying therein the requested (i) date of such
Revolving Credit Borrowing, (ii) Type of Revolving Credit Advances comprising
such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving
Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing
consisting of Eurodollar Rate Advances, initial Interest Period for each such
Revolving Credit Advance.  Each Lender shall, before 3:00 P.M. (New York City
time) on the date of such Revolving Credit Borrowing, make available for the
account of its Applicable Lending Office to the Administrative Agent at the
Administrative Agent's Account, in same day funds, such Lender's ratable
portion of such Revolving Credit Borrowing.  After the Administrative Agent's
receipt of such funds and upon fulfillment of the applicable conditions set
forth in Article III, the Administrative Agent will make such funds available
to the Borrower at the Administrative Agent's address referred to in Section
8.02 not later than 4:00 P.M. (New York City time); provided, however, that
the Administrative Agent shall first make a portion of such funds equal to
the aggregate principal amount of any Letter of Credit Advances made by the
Issuing Bank and by any other Lender and outstanding on the date of such
Borrowing, plus interest accrued and unpaid thereon to and as of such date,
available to the Issuing Bank and such other Lenders for repayment of such
Letter of Credit Advances.

   (b)   Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Revolving
Credit Borrowing if the aggregate amount of such Revolving Credit Borrowing
is less than $5,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.08 or
2.12 and (ii) the Eurodollar Rate Advances may not be outstanding as part of
more than five separate Revolving Credit Borrowings.

   (c)   Each Notice of Revolving Credit Borrowing shall be irrevocable and
binding on the Borrower.  In the case of any Revolving Credit Borrowing that
the related Notice of Revolving Credit Borrowing specifies is to be comprised
of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against
any loss, cost or expense incurred by such Lender as a result of any failure
to fulfill on or before the date specified in such Notice of Revolving Credit
Borrowing for such Revolving Credit Borrowing the applicable conditions set
forth in Article III, including, without limitation, any loss (including loss
of anticipated profits), cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such
Lender to fund the Revolving Credit Advance to be made by such Lender as part
of such Revolving Credit Borrowing when such Revolving Credit Advance, as a
result of such failure, is not made on such date.

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

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

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

   (i)   The Borrower may request a Competitive Bid Borrowing under this
Section 2.03 by delivering to the Administrative Agent, by telecopier or
telex, a notice of a Competitive Bid Borrowing (a "Notice of Competitive Bid
Borrowing"), in substantially the form of Exhibit B-2 hereto, specifying
therein the requested (v) date of such proposed Competitive Bid Borrowing,
(w) aggregate amount of such proposed Competitive Bid Borrowing, (x) in the
case of a Competitive Bid Borrowing consisting of LIBO Rate Advances,
Interest Period, or in the case of a Competitive Bid Borrowing consisting of
Fixed Rate Advances, maturity date for repayment of each Fixed Rate Advance
to be made as part of such Competitive Bid Borrowing (which maturity date may
not be earlier than the date occurring 14 days after the date of such
Competitive Bid Borrowing or later than the earlier of (I) 180 days after the
date of such Competitive Bid Borrowing and (II) the Termination Date), (y)
interest payment date or dates relating thereto, and (z) other terms (if any)
to be applicable to such Competitive Bid Borrowing, not later than 12:00 P.M.
(noon) (New York City time) (A) at least one Business Day prior to the date
of the proposed Competitive Bid Borrowing, if the Borrower shall specify in
the Notice of Competitive Bid Borrowing that the rates of interest to be
offered by the Lenders shall be fixed rates per annum (the Advances
comprising any such Competitive Bid Borrowing being referred to herein as
"Fixed Rate Advances") and (B) at least four Business Days prior to the date
of the proposed Competitive Bid Borrowing, if the Borrower shall instead
specify in the Notice of Competitive Bid Borrowing that the rates of interest
be offered by the Lenders are to be based on the LIBO Rate (the Advances
comprising such Competitive Bid Borrowing being referred to herein as "LIBO
Rate Advances").  Each Notice of Competitive Bid Borrowing shall be
irrevocable and binding on the Borrower.  The Administrative Agent shall in
turn promptly notify each Lender of each request for a Competitive Bid
Borrowing received by it from the Borrower by sending such Lender a copy of
the related Notice of Competitive Bid Borrowing.

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

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

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

      (y)   accept one or more of the offers made by any Lender or Lenders
pursuant to paragraph (ii) above, in its sole discretion, by giving notice to
the Administrative Agent of the amount of each Competitive Bid Advance (which
amount shall be equal to or greater than the minimum amount, and equal to or
less than the maximum amount, notified to the Borrower by the Administrative
Agent on behalf of such Lender for such Competitive Bid Advance pursuant to
paragraph (ii) above) to be made by each Lender as part of such Competitive
Bid Borrowing, and reject any remaining offers made by Lenders pursuant to
paragraph (ii) above by giving the Administrative Agent notice to that
effect.  The Borrower shall accept the offers made by any Lender or Lenders
to make Competitive Bid Advances in order of the lowest to the highest rates
of interest offered by such Lenders.  If two or more Lenders have offered the
same interest rate, the Borrower may, in its sole discretion, accept one or
more such offers and reject the remainder of such offers.  The aggregate
amount of the Competitive Bid Advances made as part of a Competitive Bid
Borrowing shall not exceed the aggregate amount of the proposed Competitive
Bid Borrowing requested by the Borrower in the related Notice of Competitive
Bid Borrowing.

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

      (v)   If the Borrower accepts one or more of the offers made by any
Lender or Lenders pursuant to paragraph (iii)(y) above, the Administrative
Agent shall in turn promptly notify (A) each Lender that has made an offer as
described in paragraph (ii) above, of the date and aggregate amount of such
Competitive Bid Borrowing and whether or not any offer or offers made by such
Lender pursuant to paragraph (ii) above have been accepted by the Borrower,
(B) each Lender that is to make a Competitive Bid Advance as part of such
Competitive Bid Borrowing, of the amount of each Competitive Bid Advance to
be made by such Lender as part of such Competitive Bid Borrowing, and (C)
each Lender that is to make a Competitive Bid Advance as part of such
Competitive Bid Borrowing, upon receipt, that the Administrative Agent has
received forms of documents appearing to fulfill the applicable conditions
set forth in Article III.  Each Lender that is to make a Competitive Bid
Advance as part of such Competitive Bid Borrowing shall, before 12:00 noon
(New York City time) on the date of such Competitive Bid Borrowing specified
in the notice received from the Administrative Agent pursuant to clause (A)
of the preceding sentence or any later time when such Lender shall have
received notice from the Administrative Agent pursuant to clause (C) of the
preceding sentence, make available for the account of its Applicable Lending
Office to the Administrative Agent at the Administrative Agent's Account, in
same day funds, such Lender's portion of such Competitive Bid Borrowing.
Upon fulfillment of the applicable conditions set forth in Article III and
after receipt by the Administrative Agent of such funds, the Administrative
Agent will make such funds available to the Borrower at the Administrative
Agent's address referred to in Section 8.02 not later than 3:00 P.M. (New
York City time).  Promptly after each Competitive Bid Borrowing the
Administrative Agent will notify each Lender of the amount of the Competitive
Bid Borrowing, the consequent Competitive Bid Reduction and the dates upon
which such Competitive Bid Reduction commenced and will terminate.

      (vi)   If the Borrower notifies the Administrative Agent that it
accepts one or more of the offers made by any Lender or Lenders pursuant to
paragraph (iii)(y) above, such notice of acceptance shall be irrevocable and
binding on the Borrower.  The Borrower shall indemnify each Lender against
any loss, cost or expense incurred by such Lender as a result of any failure
to fulfill on or before the date specified in the related Notice of
Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable
conditions set forth in Article III, including, without limitation, any loss
(including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund the Competitive Bid Advance to be made by such Lender as
part of such Competitive Bid Borrowing when such Competitive Bid Advance, as
a result of such failure, is not made on such date.

   (b)   Each Competitive Bid Borrowing shall be in an aggregate amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and,
following the making of each Competitive Bid Borrowing, the Borrower shall be
in compliance with the limitation set forth in the first proviso to the first
sentence of subsection (a) above.

   (c)   The aggregate amount of the Revolving Credit Commitments of the
Lenders shall be deemed used from time to time to the extent of the aggregate
amount of the Competitive Bid Advances then outstanding and such deemed use
of the aggregate amount of the Revolving Credit Commitments shall be
allocated among the Lenders ratably according to their respective Revolving
Credit Commitments (such deemed use of the aggregate amount of the Revolving
Credit Commitments being a "Competitive Bid Reduction").

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

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

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

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

      SECTION 2.04.  Fees.  (a)  Facility Fee.  The Borrower agrees to pay to
the Administrative Agent for the account of each Lender a facility fee on the
aggregate amount of such Lender's Revolving Credit Commitment from the date
hereof in the case of each Initial Lender and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a
Lender in the case of each other Lender until the Termination Date at a rate
per annum equal to .125%, payable in arrears quarterly on the last Business
Day of each March, June, September and December, commencing September 30,
1995, and on the Termination Date.

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

   (c)   Letter of Credit Fees.  (i)  On the date each Letter of Credit is
issued, the Borrower shall pay to the Issuing Bank a Letter of Credit
issuance fee of .10% per annum of the face amount of such Letter of Credit,
calculated for the period between the date of issuance and the date of
cancellation of such Letter of Credit.

      (ii)   On the date each Letter of Credit is issued, the Borrower shall
pay to the Adminsitrative Agent for the account of the Lenders a Letter of
Credit issuance fee equalling in the aggregate .30% per annum of the face
amount of such Letter of Credit, calculated for the period between the date
of issuance and the date of cancellation of such Letter of Credit, payable to
the Lenders ratably in accordance with their respective Revolving Credit
Commitments.

      SECTION 2.05.  Termination, Reduction or Extension of the Commitments
   (a)  Termination and Reduction.  The Borrower shall have the right, upon
at least three Business Days' notice to the Administrative Agent, to
permanently terminate in whole or reduce in part the unused portions of the
Revolving Credit Commitments and the Letter of Credit Facility, provided that
(i) each partial reduction of a Facility shall be in the aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii)
each partial reduction of the Revolving Credit Facility shall be made ratably
among the Lenders in accordance with their Revolving Credit Commitments with
respect to such Facility and (iii) the aggregate amount of the Revolving
Credit Commitments of the Lenders shall not be reduced to an amount that is
less than the aggregate principal amount of the Competitive Bid Advances then
outstanding.

   (b)   Letter of Credit Automatic Reduction.  The Letter of Credit Facility
shall be permanently reduced from time to time on the date of each reduction
in the Revolving Credit Facility by the amount, if any, by which the amount
of the Letter of Credit Facility exceeds the Revolving Credit Facility after
giving effect to such reduction of the Revolving Credit Facility.

   (c)   Extensions.  (i) At any time no earlier than 45 days and no later
than 30 days prior to the Termination Date in effect at any time, the
Borrower may, by written notice to the Administrative Agent, request that the
Termination Date then in effect be extended for all or a portion of the
Revolving Credit Commitments for a period of 364 days.  Such request shall be
irrevocable and binding upon the Borrower.  The Administrative Agent shall
promptly notify each Lender of such request.  The Lenders shall have no
obligation whatsoever to agree to any request made by the Borrower for the
extension of the Termination Date for the Revolving Credit Commitments.  If a
Lender agrees, in its individual and sole discretion, to so extend all or a
portion of its Revolving Credit Commitment (an "Extending Lender"), it shall
deliver to the Administrative Agent a notice of its agreement to do so, in
substantially the form of Exhibit D hereto, no earlier than 30 days and no
later than 20 days prior to such Termination Date and the Administrative
Agent shall notify the Borrower of such Extending Lender's agreement to
extend its Revolving Credit Commitment no later than 15 days prior to such
Termination Date.  The Revolving Credit Commitment of any Lender that fails
to accept or respond to the Borrower's request for extension of the
Termination Date (a "Declining Lender") shall be terminated on the
Termination Date then in effect (without regard to any extension by other
Lenders) and on such Termination Date the Borrower shall pay in full the
principal amount of all Advances owing to such Declining Lender, together
with accrued interest thereon to the date of payment of such principal
amount, all facility fees and other fees payable to such Declining Lender and
all other amounts payable to such Declining Lender under this Agreement
(including, but not limited to, any increased costs or other additional
amounts (computed in accordance with Section 2.11) and any Taxes incurred by
such Declining Lender prior to such Termination Date and amounts payable
under Section 8.04(a)).  The Extending Lenders, or any of them, in their sole
discretion may offer to increase their respective Revolving Credit
Commitments by an aggregate amount that shall not exceed the sum of the
aggregate amount of the Declining Lenders' Revolving Credit Commitments plus
the aggregate amount of the Extending Lenders' Revolving Credit Commitments
for which such Extending Lenders have not extended the Termination Date.
Each such Extending Lender shall deliver to the Administrative Agent a
notice, in substantially the form of Exhibit D hereto, of its offer to so
increase its Revolving Credit Commitment no later than 15 days prior to such
Termination Date.  The Borrower shall, no later than one day before the
Termination Date, deliver to the Administrative Agent a notice setting forth
the Revolving Credit Commitments of the Extending Lenders, if any, that are
to become or be effective as of the Termination Date.  If the Extending
Lenders provide Revolving Credit Commitments in an aggregate amount equal to
at least 66% of the aggregate amount of the Revolving Credit Commitments
requested by the Borrower to be extended, then, effective on the Termination
Date in effect at the time of the Borrower's request, (A) the Termination
Date shall be extended by 364 days for such Extending Lenders' Revolving
Credit Commitments and (B) the Revolving Credit Commitment of each Extending
Lender shall be the amount specified in the notice provided by the Borrower
to the Administrative Agent (which amount shall not exceed the amount
specified by such Extending Lender in its most recent notice to the
Administrative Agent).  A maximum of two extensions of the Termination Date
are permitted under this Section 2.05(c)(i).

      (ii)   At any time no earlier than 45 days and no later than 30 days
prior to the Termination Date in effect at any time, the Borrower may, by
written notice to the Administrative Agent, request that the Termination Date
then in effect be extended for all of the Letter of Credit Commitment for a
period of 364 days.  Such request shall be irrevocable and binding upon the
Borrower, unless the Termination Date for the Revolving Credit Commitments
shall fail to be extended by operation of Section 2.05(c)(i).  The
Administrative Agent shall promptly notify the Issuing Bank of such request.
The Issuing Bank shall have no obligation whatsoever to agree to any request
made by the Borrower for the extension of the Termination Date for the Letter
of Credit Commitment.  If the Issuing Bank agrees, in its individual and sole
discretion, to so extend all of its Letter of Credit Commitment, it shall
deliver to the Administrative Agent a written notice of its agreement to do
so no earlier than 30 days and no later than 20 days prior to such
Termination Date and the Administrative Agent shall notify the Borrower of
the Issuing Bank's agreement to extend its Letter of Credit Commitment no
later than 15 days prior to such Termination Date.  Then, effective on the
Termination Date in effect at the time of the Borrower's request, the
Termination Date shall be extended by 364 days for the Issuing Bank's Letter
of Credit Commitment.   If the Issuing Bank fails to accept or respond to the
Borrower's request for extension of the Termination Date, the Issuing Bank's
Letter of Credit Commitment shall be terminated on the Termination Date then
in effect (without regard to any extension by the Lenders of their Revolving
Credit Commitments) and on such Termination Date the Borrower shall pay in
full the principal amount of all Advances owing to the Issuing Bank, together
with accrued interest thereon to the date of payment of such principal
amount, all issuance fees and other fees payable to the Issuing Bank and all
other amounts payable to the Issuing Bank under this Agreement (including,
but not limited to, any increased costs or other additional amounts (computed
in accordance with Section 2.11) and any Taxes incurred by the Issuing Bank
prior to such Termination Date and amounts payable under Section 8.04(a)).  A
maximum of two extensions of the Termination Date are permitted under this
Section 2.05(c)(ii).

      SECTION 2.06.  Repayment of Revolving Credit Advances.  The Borrower
shall repay to the Administrative Agent for the ratable account of the
Lenders on the Termination Date the aggregate principal amount of the
Revolving Credit Advances then outstanding.

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

      (i)   Base Rate Advances.  During such periods as such Revolving Credit
Advance is a Base Rate Advance, a rate per annum equal at all times to the
sum of (x) the Base Rate in effect from time to time plus (y) the Applicable
Margin in effect from time to time, payable in arrears quarterly on the last
day of each March, June, September and December during such periods and on
the date such Base Rate Advance shall be Converted or paid in full.

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

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

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

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

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

   (d)   On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by
payment or prepayment or otherwise, to less than $5,000,000, such Advances
shall automatically Convert into Base Rate Advances.

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

   (f)   If fewer than two Reference Banks in good faith are unable to
furnish timely information to the Administrative Agent for determining the
Eurodollar Rate or LIBO Rate for any Eurodollar Rate Advances or LIBO Rate
Advances, as the case may be,

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

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

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

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

      SECTION 2.10.  Prepayments.  (a) Optional.  The Borrower may, with
notice given to the Administrative Agent not later than 12:00 P.M. (noon)
(New York City time) on the same Business Day for Base Rate Advances, or with
at least two Business Days' notice to the Administrative Agent for Eurodollar
Rate Advances, stating the proposed date and aggregate principal amount of
the prepayment, and if such notice is given the Borrower shall, prepay the
outstanding principal amount of the Revolving Credit Advances comprising part
of the same Revolving Credit Borrowing in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal amount
prepaid; provided, however, that (x) each partial prepayment shall be in an
aggregate principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) in the event of any such prepayment of a
Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the
Lenders in respect thereof pursuant to Section 8.04(c).

   (b)   Mandatory.  The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Revolving Credit Advances comprising part
of the same Revolving Credit Borrowings and the Letter of Credit Advances
equal to the amount by which (A) the sum of the aggregate principal amount of
(x) the Revolving Credit Advances and (y) the Letter of Credit Advances then
outstanding plus the aggregate Available Amount of all Letters of Credit then
outstanding exceeds (B) the Revolving Credit Facility on such Business Day.
If, after giving effect to the foregoing prepayments, the aggregate Available
Amount of all Letters of Credit then outstanding exceeds the Letter of Credit
Facility, then the Borrower shall pay to the Administrative Agent on behalf
of the Lenders and the Issuing Bank in same day funds, for deposit in the L/C
Cash Collateral Account, an aggregate amount equal to such excess in
accordance with arrangements reasonably satisfactory to the Administrative
Agent.

      SECTION 2.11.  Increased Costs.  (a)  If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force
of law), there shall be any increase in the cost to any Lender or the Issuing
Bank of agreeing to make or making, funding or maintaining Eurodollar Rate
Advances or LIBO Rate Advances, of agreeing to issue or of issuing or
maintaining Letters of Credit or of agreeing to make or of making Letter of
Credit Advances (excluding for purposes of this Section 2.11 any such
increased costs resulting from (i) Taxes or Other Taxes (as to which Section
2.14 shall govern) and (ii) changes in the basis of taxation of overall net
income or overall gross income by the United States or by the foreign
jurisdiction or state under the laws of which such Lender or the Issuing Bank
is organized or has its Applicable Lending Office or any political
subdivision thereof), then the Borrower shall from time to time, upon demand
by such Lender or the Issuing Bank (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of
such Lender or the Issuing Bank additional amounts sufficient to compensate
such Lender or the Issuing Bank for such increased cost.  A certificate as to
the amount of such increased cost, setting forth the calculation of the
increased cost in reasonable detail, submitted to the Borrower and the
Administrative Agent by such Lender or the Issuing Bank, shall be conclusive
and binding for all purposes, absent manifest error; provided that the
Borrower shall have no obligation to any Lender or the Issuing Bank under
this Section 2.11(a) if such Lender or the Issuing Bank shall not have
delivered such certificate to the Borrower within sixty days following the
later of (1) the date of the occurrence of the event that forms the basis for
such demand and (2) the date such Lender or the Issuing Bank, as the case may
be, shall have or should reasonably have become aware of such event.

   (b)   If any Lender or the Issuing Bank determines that compliance with
any law or regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of law) affects
or would affect the amount of capital required or expected to be maintained
by such Lender or the Issuing Bank or any corporation controlling such Lender
or the Issuing Bank and that the amount of such capital is increased by or
based upon the existence of such Lender's or the Issuing Bank's commitment to
lend hereunder and other commitments of this type or the issuance or
maintenance of Letters of Credit (or similar contingent obligations), then,
upon demand by such Lender or the Issuing Bank (with a copy of such demand to
the Administrative Agent), the Borrower shall pay to the Administrative Agent
for the account of such Lender or the Issuing Bank, from time to time as
specified by such Lender or the Issuing Bank, additional amounts sufficient
to compensate such Lender or the Issuing Bank or such corporation in the
light of such circumstances, to the extent that such Lender or the Issuing
Bank reasonably determines such increase in capital to be allocable to the
existence of such Lender's or the Issuing Bank's commitment to lend hereunder
or to the issuance or maintenance of any Letters of Credit.  A certificate as
to such amounts setting forth the calculation of the increased cost in
reasonable detail, submitted to the Borrower and the Administrative Agent by
such Lender or the Issuing Bank, shall be conclusive and binding for all
purposes, absent manifest error; provided that the Borrower shall have no
obligation to any Lender or the Issuing Bank under this Section 2.11(b) if
such Lender or the Issuing Bank shall not have delivered such certificate to
the Borrower within sixty days following the later of (1) the date of the
occurrence of the event that forms the basis for such demand and (2) the date
such Lender or the Issuing Bank, as the case may be, shall have or should
reasonably have become aware of such event.

      SECTION 2.12.  Illegality.  Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or LIBO Rate Advances or to fund or maintain Eurodollar Rate
Advances or LIBO Rate Advances hereunder, (i) each Eurodollar Rate Advance or
LIBO Rate Advance, as the case may be, will automatically, upon one Business
Day's notice to the Borrower, Convert into a Base Rate Advance or an Advance
that bears interest at the rate set forth in Section 2.07(a)(i), as the case
may be, and (ii) the obligation of the Lenders to make Eurodollar Rate
Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into
Eurodollar Rate Advances shall be suspended until the Administrative Agent
shall notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

      SECTION 2.13.  Payments and Computations.  (a)  The Borrower shall make
each payment hereunder and under the Notes not later than 1:00 P.M. (New York
City time) on the day when due in U.S. dollars to the Administrative Agent at
the Administrative Agent's Account in same day funds.  The Administrative
Agent will promptly thereafter cause like funds to be distributed (i) if such
payment by the Borrower is in respect of principal, interest, facility fees
or any other obligation then payable hereunder and under the Notes to more
than one Lender and the Issuing Bank, to such party for the account of their
respective Applicable Lending Offices ratably in accordance with the amounts
of such respective obligations then payable to such party and (ii) if such
payment by the Borrower is in respect of any obligation then payable
hereunder to one Lender or the Issuing Bank, to such party for the account of
its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement.  Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(d), from and after the effective date specified in
such Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender or the Issuing Bank assignee thereunder, and the
parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date
directly between themselves.

   (b)   The Borrower hereby authorizes each Lender and the Issuing Bank, if
and to the extent payment owed to such Lender or the Issuing Bank is not made
when due hereunder or under the Note held by such Lender, to charge from time
to time against any or all of the Borrower's accounts with such Lender or the
Issuing Bank any amount so due.

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

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

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

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

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

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

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

   (e)   Each Lender and Issuing Bank organized under the laws of a
jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each Initial Lender,
on the date it is approved as the Issuing Bank pursuant to Section 2.17 and
on the date of the Assignment and Acceptance pursuant to which it becomes a
Lender or the Issuing Bank in the case of each other Lender or Issuing Bank,
and from time to time thereafter as requested in writing by the Borrower (but
only so long as such Lender or the Issuing Bank remains lawfully able to do
so), shall provide each of the Administrative Agent and the Borrower with two
original Internal Revenue Service forms 1001 or 4224, as appropriate, or any
successor or other form prescribed by the Internal Revenue Service,
certifying that such Lender is exempt from or entitled to a reduced rate of
United States withholding tax on payments pursuant to this Agreement or the
Notes.  If the forms provided by a Lender or the Issuing Bank at the time
such Lender or the Issuing Bank first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless
and until such Lender or the Issuing Bank provides the appropriate forms
certifying that a lesser rate applies, whereupon withholding tax at such
lesser rate only shall be considered excluded from Taxes for periods governed
by such form; provided, however, that, if at the date of the Assignment and
Acceptance pursuant to which a Lender or Issuing Bank assignee becomes a
party to this Agreement, the Lender or Issuing Bank assignor was entitled to
payments under subsection (a) in respect of United States withholding tax
with respect to interest paid at such date, then, to such extent, the term
Taxes shall include (in addition to withholding taxes that may be imposed in
the future or other amounts otherwise includable in Taxes) United States
withholding tax, if any, applicable with respect to the Lender or Issuing
Bank assignee on such date.  If any form or document referred to in this
subsection (e) requires the disclosure of information, other than information
necessary to compute the tax payable and information required by Internal
Revenue Service form 1001 or 4224 or any successor form thereof, that the
Lender or the Issuing Bank reasonably considers to be confidential, the
Lender or the Issuing Bank shall give notice thereof to the Borrower and
shall not be obligated to include in such form or document such confidential
information.

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

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

      SECTION 2.15.  Sharing of Payments, Etc. If any Lender or the Issuing
Bank shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) (a) on account of obligations
due and payable to such Lender or the Issuing Bank hereunder and under the
Notes at such time in excess of its ratable share (according to the
proportion of (I) the amount of such obligations due and payable to such
Lender or the Issuing Bank at such time to (ii) the aggregate amount of the
obligations due and payable to all Lenders and the Issuing Bank hereunder and
under the Notes at such time) of payments on account of the obligations due
and payable to all Lenders and the Issuing Bank hereunder and under the Notes
at such time obtained by all the Lenders and the Issuing Bank at such time or
(b) on account of obligations owing (but not due and payable) to such Lender
or the Issuing Bank hereunder and under the Notes at such time in excess of
its ratable share (according to the proportion of (i) the amount of such
obligations owing to such Lender or the Issuing Bank at such time to (ii) the
aggregate amount of the obligations owing (but not due and payable) to all
Lenders and the Issuing Bank hereunder and under the Notes at such time) of
payments on account of the obligations owing (but not due and payable) to all
Lenders and the Issuing Bank hereunder and under the Notes at such time
obtained by all of the Lenders and the Issuing Bank at such time, such Lender
or the Issuing Bank shall forthwith purchase from the other Lenders or the
Issuing Bank, as the case may be, such participations in the obligations due
and payable or owing to them, as the case may be, as shall be necessary to
cause such purchasing Lender or the Issuing Bank to share the excess payment
ratably with each of them; provided, however, that if all or any portion of
such excess payment is thereafter recovered from such purchasing Lender or
the Issuing Bank, such purchase from each Lender or the Issuing Bank shall be
rescinded and such Lender or the Issuing Bank shall repay to the purchasing
Lender or the Issuing Bank, as the case may be, the purchase price to the
extent of such recovery together with an amount equal to such Lender's or the
Issuing Bank's ratable share (according to the proportion of (i) the amount
of such Lender's or the Issuing Bank's required repayment to (ii) the total
amount so recovered from the purchasing Lender or the Issuing Bank) of any
interest or other amount paid or payable by the purchasing Lender or the
Issuing Bank in respect of the total amount so recovered.  The Borrower
agrees that any Lender or the Issuing Bank so purchasing a participation from
another Lender or the Issuing Bank, as the case may be, pursuant to this
Section 2.15 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender or the Issuing Bank were the direct
creditor of the Borrower in the amount of such participation.

      SECTION 2.16.  Use of Proceeds.  The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely
for working capital  purposes and refinancing Surviving Debt of the Borrower
and its Subsidiaries.  All Letters of Credit shall be issued and proceeds of
Letters of Credit shall be used to support obligations of the Borrower,
contingent or otherwise, for working capital purposes.

      SECTION 2.17.  Issuance of and Drawings and Reimbursement Under Letters
of Credit.  (a)  Letters of Credit.  The Issuing Bank severally agrees, on
the terms and conditions hereinafter set forth, to issue letters of credit
(the "Letters of Credit") for the account of the Borrower from time to time
on any Business Day during the period from the date it is approved by the
Administrative Agent to act as the Issuing Bank hereunder until 30 days
before the Termination Date (i) in an aggregate Available Amount for all
Letters of Credit issued by the Issuing Bank not to exceed at any time the
Issuing Bank's Letter of Credit Commitment at such time and (ii) in an
Available Amount for each such Letter of Credit not to exceed the Unused
Revolving Credit Commitments of the Lenders at such time.  No Letter of
Credit shall have an expiration date (including all rights of the Borrower or
the beneficiary to require renewal) later than the Termination Date.  Within
the limits of the Letter of Credit Facility, and subject to the limits
referred to above, the Borrower may request the issuance of Letters of Credit
under this Section 2.17(a), the Borrower may repay any Letter of Credit
Advances resulting from drawings thereunder pursuant to Section 2.17(d) and
the Borrower may request the issuance of additional Letters of Credit under
this Section 2.17(a).

   (b)   Request for Issuance.  Each Letter of Credit shall be issued upon
notice, given not later than 12:00 P.M. (noon) (New York City time) on the
third Business Day prior to the date of the proposed issuance of such Letter
of Credit, by the Borrower to the Administrative Agent, which shall give to
the Issuing Bank and each Lender prompt notice thereof by telex or
telecopier.  Each such notice of issuance of a Letter of Credit (a "Notice of
Issuance") shall be by telephone, confirmed immediately in writing, or telex
or telecopier, specifying therein the requested (A) date of such issuance
(which shall be a Business Day), (B) Available Amount of such Letter of
Credit, (C) expiration date of such Letter of Credit, (D) name and address of
the beneficiary of such Letter of Credit and (E) form of such Letter of
Credit, and shall be accompanied by such application and agreement for letter
of credit as the Administrative Agent may specify to the Borrower for use in
connection with such requested Letter of Credit (a "Letter of Credit
Agreement").  If (x) the requested form of such Letter of Credit is
acceptable to the Issuing Bank in its sole discretion and (y) it has not
received notice of objection to such issuance from the Administrative Agent
on its behalf or on behalf of the Required Lenders, the Issuing Bank will,
upon fulfillment of the applicable conditions set forth in Article III, make
such Letter of Credit available to the Borrower at its office referred to in
Section 8.02 or as otherwise agreed with the Borrower in connection with such
issuance.  In the event and to the extent that the provisions of any Letter
of Credit Agreement shall conflict with this Agreement, the provisions of
this Agreement shall govern.

   (c)   Letter of Credit Reports.  The Issuing Bank shall furnish to the
Administrative Agent (A) on the first Business Day of each month a written
report summarizing the then outstanding Letters of Credit and any drawings
thereunder, which report the Administrative Agent shall forward to the
Lenders, and (B) on the same Business Day as a cancellation of a Letter of
Credit prior to its stated expiration date, notice of such cancellation.

   (d)   Drawing and Reimbursement.  (i)  In the event of any request for a
drawing under a Letter of Credit by the beneficiary or transferee thereof,
the Issuing Bank shall promptly notify the Borrower, but in any event no
later than the day prior to the day payment is made thereunder.  Subject to
the following clause (ii), the Borrower agrees to reimburse the Issuing Bank
on the date the Issuing Bank makes a payment under a Letter of Credit, for
the amount of (x) such draft so paid and (b) any taxes, fees, charges or
other costs or expenses incurred by the Issuing Bank.  Each such payment
shall be made to the Administrative Agent for the account of the Issuing Bank
in immediately available funds.

      (ii)   If the Issuing Bank pays a draft under any Letter of Credit for
which it is not reimbursed in full by the Borrower in accordance with the
terms of this Agreement, the payment by the Issuing Bank of such draft shall
constitute for all purposes of this Agreement the making by the Issuing Bank
of a Letter of Credit Advance, which shall be a Base Rate Advance, in the
amount of such draft.  Upon written demand by the Issuing Bank with an
outstanding Letter of Credit Advance, with a copy of such demand to the
Administrative Agent, each Lender shall purchase from the Issuing Bank, and
the Issuing Bank shall sell and assign to each such Lender, such Lender's Pro
Rata Share of such outstanding Letter of Credit Advance as of the date of
such purchase, by making available for the account of its Applicable Lending
Office to the Administrative Agent for the account of the Issuing Bank, by
deposit to the Administrative Agent's Account, in same day funds, an amount
equal to the portion of the outstanding principal amount of such Letter of
Credit Advance to be purchased by such Lender.  Promptly after receipt
thereof, the Administrative Agent shall transfer such funds to the Issuing
Bank.  The Borrower hereby agrees to each such sale and assignment.  Each
Lender agrees to purchase its Pro Rata Share of an outstanding Letter of
Credit Advance on (i) the Business Day on which demand therefor is made by
the Issuing Bank, provided notice of such demand is given not later than
11:00 A.M. (New York City time) on such Business Day or (ii) the first
Business Day next succeeding such demand if notice of such demand is given
after such time.  Upon any such assignment by the Issuing Bank to any other
Lender of a portion of a Letter of Credit Advance, the Issuing Bank
represents and warrants to such other Lender that the Issuing Bank is the
legal and beneficial owner of such interest being assigned by it, free and
clear of any liens, but makes no other representation or warranty and assumes
no responsibility with respect to such Letter of Credit Advance, the Loan
Documents or either Loan Party.  If and to the extent that any Lender shall
not have so made the amount of such Letter of Credit Advance available to the
Administrative Agent, such Lender agrees to pay to the Administrative Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by the Issuing Bank until the date such amount is
paid to the Administrative Agent, at the Federal Funds Rate for its account
or the account of the Issuing Bank, as applicable.  If such Lender shall pay
to the Administrative Agent such amount for the account of the Issuing Bank
on any Business Day, such amount so paid in respect of principal shall
constitute a Letter of Credit Advance made by such Lender on such Business
Day for purposes of this Agreement, and the outstanding principal amount of
the Letter of Credit Advance made by the Issuing Bank shall be reduced by
such amount on such Business Day.

   (e)   Failure to Make Letter of Credit Advances.  The failure of any
Lender to make the Letter of Credit Advance to be made by it on the date
specified in Section 2.17(d) shall not relieve any other Lender of its
obligation hereunder to make its Letter of Credit Advance on such date, but
no Lender shall be responsible for the failure of any other Lender to make
the Letter of Credit Advance to be made by such other Lender on such date.

   (f)   Repayment of Letter of Credit Advances.  (i)  The Borrower shall
repay to the Administrative Agent for the account of the Issuing Bank and
each other Lender that has made a Letter of Credit Advance on the earlier of
demand and the Termination Date the outstanding principal amount of each
Letter of Credit Advance made by each of them.

      (ii)   The obligations of the Borrower under this Agreement with
respect to any Letter of Credit, any Letter of Credit Agreement and any other
agreement or instrument relating to any Letter of Credit shall be
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement, such Letter of Credit Agreement and such other
agreement or instrument (as amended, supplemented or modified from time to
time in accordance with their respective terms) under all circumstances,
including, without limitation, the following circumstances and regardless of
the use of proceeds of any drawing under any Letter of Credit or any defense
related thereto:

      (A)   any lack of validity or enforceability of this Agreement, any
Note, any Letter of Credit Agreement, any Letter of Credit or any other
agreement or instrument relating thereto (all of the foregoing being,
collectively, the "L/C Related Documents");

      (B)   any change in the time, manner or place of payment of, or in any
other term of, all or any of the obligations of the Borrower in respect of
any L/C Related Document or any other amendment or waiver of or any consent
to departure from all or any of the L/C Related Documents;

      (C)   the existence of any claim, set-off, defense or other right that
the Borrower may have at any time against any beneficiary or any transferee
of a Letter of Credit (or any Persons for whom any such beneficiary or any
such transferee may be acting), the Issuing Bank or any other Person, whether
in connection with the transactions contemplated by the L/C Related Documents
or any unrelated transaction;

      (D)   any statement or any other document presented under a Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect;

      (E)   payment by the Issuing Bank under a Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the
terms of such Letter of Credit;

      (F)   any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any guaranty,
for all or any of the obligations of the Borrower in respect of the L/C
Related Documents; or

      (G)   any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing, including, without limitation, any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, the Borrower, the Guarantor or any other guarantor.

   (g)   No Liability of the Issuing Bank.  The Borrower assumes all risks of
the acts or omissions of any beneficiary or transferee of any Letter of
Credit with respect to its use of such Letter of Credit.  Neither the Issuing
Bank nor any of its officers or directors shall be liable or responsible for:
(a) the use that may be made of any Letter of Credit or any acts or omissions
of any beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even
if such documents should prove to be in any or all respects invalid,
insufficient, fraudulent or forged; (c) payment by the Issuing Bank against
presentation of documents that do not comply with the terms of a Letter of
Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever
in making or failing to make payment under any Letter of Credit, except that
the Borrower shall have a claim against the Issuing Bank, and the Issuing
Bank shall be liable to, and hereby indemnify, the Borrower, to the extent of
any direct, but not consequential, damages suffered by the Borrower that the
Borrower proves were caused by (i) the Issuing Bank's willful misconduct or
negligence in determining whether documents presented under any Letter of
Credit comply with the terms of the Letter of Credit or (ii) the Issuing
Bank's willful or negligent failure to make lawful payment under a Letter of
Credit after the presentation to it of a draft and certificates strictly
complying with the terms and conditions of the Letter of Credit.  In
furtherance and not in limitation of the foregoing, the Issuing Bank may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.



                               ARTICLE III

                    CONDITIONS TO EFFECTIVENESS AND LENDING

      SECTION 3.01.  Conditions Precedent to Effectiveness of Sections 2.01,
2.03 and 2.17.  Sections 2.01, 2.03 and 2.17 of this Agreement shall become
effective on and as of the first date (the "Effective Date") on which the
following conditions precedent have been satisfied:

   (a)   There shall have occurred no Material Adverse Change with respect to
the Borrower since March 25, 1995, other than as provided on Schedule 4.01(e)
hereto, and there shall have occurred no Material Adverse Change with respect
to the Guarantor since December 31, 1994.

   (b)   There shall exist no action, suit, investigation, litigation or
proceeding affecting either Loan Party or any of its Subsidiaries pending or
threatened before any court, governmental agency or arbitrator that (i) could
be reasonably likely to have a Material Adverse Effect or (ii) purports to
affect the legality, validity or enforceability of this Agreement or any
other Loan Document or the consummation of the transactions contemplated
hereby.

   (c)   Nothing shall have come to the attention of the Lenders or the
Issuing Bank during the course of their due diligence investigation to lead
them to believe that the Information Memorandum was or has become misleading,
incorrect or incomplete in any material respect; without limiting the
generality of the foregoing, the Lenders and the Issuing Bank shall have been
given such access to the management, records, books of account, contracts and
properties of each Loan Party and its Subsidiaries as they shall have
reasonably requested.

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

   (e)   The Borrower shall have notified each Lender, the Issuing Bank and
the Administrative Agent in writing as to the proposed Effective Date.

   (f)   The Borrower shall have paid all accrued fees and expenses of the
Administrative Agent, the Issuing Bank and the Lenders (including the accrued
fees and expenses of counsel to the Administrative Agent).

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

      (i)   The representations and warranties contained in each Loan
Document are correct on and as of the Effective Date, and

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

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

      (i)   The Revolving Credit Notes to the order of the Lenders,
          respectively.

      (ii)   Certified copies of the resolutions of the Board of Directors of
each Loan Party approving this Agreement, the Notes, each other Loan Document
to which it is or is to be a party, and of all documents evidencing other
necessary corporate action and governmental approvals, if any, with respect
to this Agreement, the Notes and each other Loan Document.

      (iii)   A certificate of the Secretary or an Assistant Secretary of
each Loan Party certifying the names and true signatures of the officers of
such Loan Party authorized to sign this Agreement, the Notes, each other Loan
Document to which it is or is to be a party and the other documents to be
delivered hereunder and thereunder.

      (iv)   A guaranty in substantially the form of Exhibit E (as amended,
supplemented or modified from time to time in accordance with its terms, the
"Guaranty"), duly executed by the Guarantor.

      (v)   Favorable opinions of Morrison & Foerster, New York counsel for
the Borrower, and the General Counsel of the Borrower, substantially in the
form of Exhibits F-1 and F-2 hereto, respectively, and as to such other
matters as any Lender or the Issuing Bank through the Administrative Agent
may reasonably request.

      (vi)   Favorable opinions of Shin & Kim, counsel for the Guarantor, and
the Corporate Counsel of the Guarantor, substantially in the form of Exhibits
G-1 and G-2 hereto, respectively, and as to such other matters as any Lender
or the Issuing Bank through the Administrative Agent may reasonably request.

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

      SECTION 3.02.  Conditions Precedent to Each Revolving Credit Borrowing
and Issuance.  The obligation of each Lender to make a Revolving Credit
Advance on the occasion of each Revolving Credit Borrowing (including the
initial Borrowing), and the right of the Borrower to request the issuance of
Letters of Credit (including the initial issuance of Letters of Credit),
shall be subject to the conditions precedent that the Effective Date shall
have occurred and on the date of such Revolving Credit Borrowing or issuance
(a) the following statements shall be true (and each of the giving of the
applicable Notice of Revolving Credit Borrowing or Notice of Issuance and the
acceptance by the Borrower of the proceeds of such Revolving Credit Borrowing
or by the Borrower of such Letter of Credit shall constitute a representation
and warranty by the Borrower that on the date of such Borrowing or issuance
such statements are true):

      (i)   the representations and warranties contained in each Loan
Document are correct in all material respects on and as of the date of such
Revolving Credit Borrowing or issuance, before and after giving effect to
such Revolving Credit Borrowing or issuance and to the application of the
proceeds therefrom, as though made on and as of such date, and

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

and (b) the Administrative Agent shall have received such other approvals,
opinions or documents as any Lender or the Issuing Bank through the
Administrative Agent may reasonably request.

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

   (a)   the representations and warranties contained in each Loan Document
are correct in all material respects on and as of the date of such
Competitive Bid Borrowing, before and after giving effect to such Competitive
Bid Borrowing and to the application of the proceeds therefrom, as though
made on and as of such date,

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

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

   (d)   the aggregate amount of such Competitive Bid Borrowing and all
Revolving Credit Borrowings to be made on the same day is within the
aggregate amount of the Unused Revolving Commitments of the Lenders, computed
prior to such Borrowings.

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


                               ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES

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

   (a)   Each Loan Party is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation.

   (b)   The execution, delivery and performance by each Loan Party of this
Agreement, the Notes, and each other Loan Document to which it is or is to be
a party, and the consummation of the transactions contemplated hereby, are
within such Loan Party's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) such Loan Party's
charter or by-laws or (ii) any law, regulation (including, without
limitation, Regulations U and X of the Board of Governors of the Federal
Reserve System) or contractual restriction binding on or affecting the Loan
Parties.

   (c)   No authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body or any other third
party is required for the due execution, delivery and performance by either
Loan Party of this Agreement, the Notes or any other Loan Document to which
it is or is to be a party, except for those authorizations, approvals,
actions, notices and filings listed on Schedule 4.01(c) hereto, all of which
have been duly obtained, taken, given or made and are in full force and
effect.

   (d)   This Agreement has been, and each of the Notes and each other Loan
Document when delivered hereunder will have been, duly executed and delivered
by each Loan Party thereto.  This Agreement is, and each of the Notes and
each other Loan Document when delivered hereunder will be, the legal, valid
and binding obligation of each Loan Party thereto enforceable against each
such Loan Party in accordance with their respective terms.

   (e)   (i)  The Consolidated balance sheet of the Borrower and its
Subsidiaries as at March 25, 1995, and the related Consolidated statements of
income and cash flows of the Borrower and its Subsidiaries for the fiscal
year then ended, accompanied by an opinion of Ernst & Young, independent
public accountants, and the Consolidated balance sheet of the Borrower and
its Subsidiaries as at July 1, 1995, and the related Consolidated statements
of income and cash flows of the Borrower and its Subsidiaries for the three
months then ended, duly certified by the chief financial officer of the
Borrower, copies of which have been furnished to each Lender and the Issuing
Bank, fairly present, subject, in the case of said balance sheet as at July
1, 1995, and said statements of income and cash flows for the three months
then ended, to year-end audit adjustments, the Consolidated financial
condition of the Borrower and its Subsidiaries as at such dates and the
Consolidated results of the operations of the Borrower and its Subsidiaries
for the periods ended on such dates, all in accordance with generally
accepted accounting principles consistently applied.  Since March 25, 1995,
there has been no Material Adverse Change, other than as provided on Schedule
4.01(e) hereto.

      (ii)   The Consolidated balance sheet of the Guarantor and its
Subsidiaries as at December 31, 1994, and the related Consolidated statements
of income and cash flows of the Guarantor and its Subsidiaries for the fiscal
year then ended, accompanied by an opinion of Saedong Accounting Corporation,
a member firm of Price Waterhouse, independent public accountants, copies of
which have been furnished to each Lender and the Issuing Bank, fairly present
the Consolidated financial condition of the Guarantor and its Subsidiaries as
at such date and the Consolidated results of the operations of the Guarantor
and its Subsidiaries for the periods ended on such date, all in accordance
with generally accepted financial accounting standards in the Republic of
Korea consistently applied.  Since December 31, 1994, there has been no
Material Adverse Change.

   (f)   There is no pending or threatened action, suit, investigation,
litigation or proceeding, including, without limitation, any Environmental
Action, affecting either Loan Party or any of its Subsidiaries before any
court, governmental agency or arbitrator that (i) could be reasonably likely
to have a Material Adverse Effect or (ii) purports to affect the legality,
validity or enforceability of this Agreement, any Note or any other Loan
Document or the consummation of the transactions contemplated hereby.

   (g)   The Borrower is not engaged in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve System),
and no proceeds of any Advance will be used to purchase or carry any margin
stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock.

   (h)   No ERISA Event has occurred or is reasonably expected to occur with
respect to any Plan.

   (i)   As of the last annual actuarial valuation date, the funded current
liability percentage, as defined in Section 302(d)(8) of ERISA, of each Plan
exceeds 90% and there has been no Material Adverse Change in the funding
status of any such Plan since such date.

   (j)   Neither Loan Party nor any ERISA Affiliate has incurred or is
reasonably expected to incur any Withdrawal Liability to any Multiemployer
Plan that has had or is reasonably likely to have a Material Adverse Effect.

   (k)   Neither Loan Party nor any ERISA Affiliate has been notified by the
sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or has been terminated, within the meaning of Title IV of
ERISA, and no such Multiemployer Plan is reasonably expected to be in
reorganization or to be terminated, within the meaning of Title IV of ERISA.

   (l)   Except as set forth in the financial statements referred to in this
Section 4.01 and in Section 5.01(i), the Loan Parties and their respective
Subsidiaries have no material liability with respect to "expected post
retirement benefit obligations" within the meaning of Statement of Financial
Accounting Standards No. 106.

   (m)   The operations and properties of the Borrower and each of its
Subsidiaries comply with all applicable Environmental Laws and Environmental
Permits, except such non-compliance that would not have a Material Adverse
Effect, all past non-compliance with such Environmental Laws and
Environmental Permits has been resolved without ongoing obligations or costs,
and no circumstances exist that could be reasonably likely to (i) form the
basis of an Environmental Action against the Borrower or any of its
Subsidiaries or any of their properties that could have a Material Adverse
Effect or (ii) cause any such property to be subject to any restrictions on
ownership, occupancy, use or transferability under any Environmental Law that
could have a Material Adverse Effect.

   (n)   None of the properties currently or, to the best of its knowledge,
formerly owned or operated by the Borrower or any of its Subsidiaries is
listed or proposed for listing on the National Priorities List under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
("NPL") or on the Comprehensive Environmental Response, Compensation and
Liability Information System maintained by the U.S. Environmental Protection
Agency ("CERCLIS") or any analogous foreign, state or local list or, to the
best knowledge of the Borrower, is adjacent to any such property; there are
no and never have been any underground or aboveground storage tanks or any
surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous
Materials are being or have been treated, stored or disposed of by the
Borrower or any of its Subsidiaries or, to the best of its knowledge, by any
other Person, on any property currently or, to the best of its knowledge,
formerly owned or operated by the Borrower or any of its Subsidiaries; there
is no friable asbestos or, other than as is being maintained in accordance
with applicable Environmental Laws, other asbestos or asbestos-containing
material on any property currently owned or operated by the Borrower or any
of its Subsidiaries; and Hazardous Materials have not been released,
discharged or disposed of by the Borrower or any of its Subsidiaries or, to
the best of its knowledge, by any other Person, on any property currently or,
to the best of its knowledge, formerly owned or operated by the Borrower or
any of its Subsidiaries or any adjoining property.

   (o)   Neither the Borrower nor any of its Subsidiaries is undertaking, and
has not completed, either individually or together with other potentially
responsible parties, any investigation or assessment or remedial or response
action relating to any actual or threatened release, discharge or disposal of
Hazardous Materials at any site, location or operation, either voluntarily or
pursuant to the order of any governmental or regulatory authority or the
requirements of any Environmental Law; and all Hazardous Materials generated,
used, treated, handled or stored at or transported to or from any property
currently or formerly owned or operated by the Borrower or any of its
Subsidiaries have been disposed of in a manner not reasonably expected to
result in material liability to the Borrower or any of its Subsidiaries.



                              ARTICLE V

                       COVENANTS OF THE BORROWER

      SECTION 5.01.  Affirmative Covenants.  So long as any Advance shall
remain unpaid, any Letter of Credit shall be outstanding or any Lender or the
Issuing Bank shall have any Commitment hereunder, the Borrower will:

   (a)   Compliance with Laws, Etc.  Comply, and cause each of its
Subsidiaries to comply, in all material respects, with all applicable laws,
rules, regulations and orders, such compliance to include, without
limitation, compliance with ERISA and Environmental Laws as provided in
Section 5.01(j).

   (b)   Payment of Taxes, Etc.  Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent,
(i) all taxes, assessments and governmental charges or levies imposed upon it
or upon its property and (ii) all lawful claims that, if unpaid, might by law
become a Lien upon its property; provided, however, that neither the Borrower
nor any of its Subsidiaries shall be required to pay or discharge any such
tax, assessment, charge or claim that is being contested in good faith and by
proper proceedings and as to which appropriate reserves are being maintained,
unless and until any Lien resulting therefrom attaches to its property and
becomes enforceable against its other creditors.

   (c)   Maintenance of Insurance.  Maintain, and cause each of its
Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations in such amounts and covering such risks as is
usually carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which the Borrower or such Subsidiary
operates; provided, however, that the Borrower and its Subsidiaries may self-
insure to the same extent as other companies engaged in similar businesses
and owing similar properties in the same general areas in which the Borrower
or such Subsidiary operates and to the extent consistent with prudent
business practice.

   (d)   Preservation of Corporate Existence, Etc.  Preserve and maintain,
and cause each of its Subsidiaries to preserve and maintain, its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Borrower and its Subsidiaries may consummate any merger or
consolidation permitted under Section 5.02(c) and provided further that
neither the Borrower nor any of its Subsidiaries shall be required to
preserve any right or franchise if the Board of Directors of the Borrower or
such Subsidiary shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Borrower or such Subsidiary,
as the case may be, and that the loss thereof is not disadvantageous in any
material respect to the Borrower, such Subsidiary, the Lenders or the Issuing
Bank.

   (e)   Visitation Rights.  Upon advance request, at any reasonable time and
from time to time, but no more than four times in any calendar year, permit
the Administrative Agent, any of the Lenders or the Issuing Bank or any
agents or representatives thereof, to examine and make copies of and
abstracts from the records and books of account of, and visit the properties
of, the Borrower and any of its Subsidiaries, and to discuss the affairs,
finances and accounts of the Borrower and any of its Subsidiaries with any of
their officers or directors and with their independent certified public
accountants.

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

   (g)   Maintenance of Properties, Etc.  Maintain and preserve, and cause
each of its Subsidiaries to maintain and preserve, all of its properties that
are used or useful in the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

   (h)   Transactions with Affiliates.  Conduct, and cause each of its
Subsidiaries to conduct, all transactions otherwise permitted under the Loan
Documents with any of their Affiliates on terms that are fair and reasonable
and no less favorable to the Borrower or such Subsidiary than it would obtain
in a comparable arm's-length transaction with a Person not an Affiliate.

   (i)   Reporting Requirements.  Furnish to the Lenders:

      (i)   as soon as available and in any event within 45 days after the
end of each of the first three quarters of each fiscal year of the Borrower,
Consolidated and consolidating balance sheets of the Borrower and its
Subsidiaries as of the end of such quarter and Consolidated and consolidating
statements of income and cash flows of the Borrower and its Subsidiaries for
the period commencing at the end of the previous fiscal year and ending with
the end of such quarter, duly certified (subject to year-end audit
adjustments) by the chief financial officer of the Borrower as having been
prepared in accordance with generally accepted accounting principles,
provided that in the event of any change in GAAP used in the preparation of
such financial statements, the Borrower shall also provide a statement of
reconciliation conforming such financial statements to GAAP;

      (ii)   as soon as available and in any event within 90 days after the
end of each fiscal year of the Borrower, a copy of the annual audit report
for such year for the Borrower and its Subsidiaries, containing Consolidated
and consolidating balance sheets of the Borrower and its Subsidiaries as of
the end of such fiscal year and Consolidated and consolidating statements of
income and cash flows of the Borrower and its Subsidiaries for such fiscal
year, in each case accompanied by an opinion acceptable to the Required
Lenders by Ernst & Young or other independent public accountants acceptable
to the Required Lenders, provided that in the event of any change in GAAP
used in the preparation of such financial statements, the Borrower shall also
provide a statement of reconciliation conforming such financial statements to
GAAP;

      (iii)   as soon as available and in any event within 90 days after the
end of each fiscal year of the Guarantor, a copy of the annual audit report
for such year for the Guarantor and its Subsidiaries, containing Consolidated
balance sheets of the Guarantor and its Subsidiaries as of the end of such
fiscal year and Consolidated statements of income and cash flows of the
Guarantor and its Subsidiaries for such fiscal year, in each case accompanied
by an opinion acceptable to the Required Lenders by Saedong Accounting
Corporation, a member firm of Price Waterhouse, or other independent public
accountants acceptable to the Required Lenders, provided that in the event of
any change in GAAP used in the preparation of such financial statements, the
Guarantor shall also provide a statement of reconciliation conforming such
financial statements to GAAP;

      (iv)   as soon as possible and in any event within five days after a
Responsible Officer of the Borrower has knowledge of the occurrence of a
Default continuing on the date of such statement, a statement of the chief
financial officer of the Borrower setting forth details of such Default and
the action that the Borrower has taken and proposes to take with respect
thereto;

      (v)   promptly after the sending or filing thereof, copies of all
reports and registration statements that the Borrower or any Subsidiary files
with the Securities and Exchange Commission or any national securities
exchange;

      (vi)   promptly after the commencement thereof, notice of all actions
and proceedings before any court, governmental agency or arbitrator affecting
either Loan Party or any of its Subsidiaries of the type described in Section
4.01(f);

      (vii)   (A) promptly and in any event within 10 days after either Loan
Party or any ERISA Affiliate knows or has reason to know that any ERISA Event
has occurred, a statement of the chief financial officer of the Borrower
describing such ERISA Event and the action, if any, that such Loan Party or
such ERISA Affiliate has taken and proposes to take with respect thereto and
(B) on the date any records, documents or other information must be furnished
to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a
copy of such records, documents and information;

      (viii)   promptly and in any event within two Business Days after
receipt thereof by either Loan Party or any ERISA Affiliate, copies of each
notice from the PBGC stating its intention to terminate any Plan or to have a
trustee appointed to administer any Plan;

      (ix)   promptly and in any event within 30 days after the receipt
thereof by either Loan Party or any ERISA Affiliate, a copy of the annual
actuarial report for each Plan the funded current liability percentage (as
defined in Section 302(d)(8) of ERISA) of which is less than 90% or the
unfunded current liability of which exceeds $1,000,000;

      (x)   promptly and in any event within five Business Days after receipt
thereof by either Loan Party or any ERISA Affiliate from the sponsor of a
Multiemployer Plan, copies of each notice concerning (A) the imposition of
Withdrawal Liability by any such Multiemployer Plan, (B) the reorganization
or termination, within the meaning of Title IV of ERISA, of any such
Multiemployer Plan or (C) the amount of liability incurred, or that may be
incurred, by such Loan Party or any ERISA Affiliate in connection with any
event described in clause (A) or (B);

      (xi)   promptly after the assertion or occurrence thereof, notice of
any Environmental Action against or of any noncompliance by the Borrower or
any of its Subsidiaries with any Environmental Law or Environmental Permit
that could reasonably be expected to have a Material Adverse Effect; and

      (xii)   such other information respecting either Loan Party or any of
its Subsidiaries as any Lender through the Administrative Agent may from time
to time reasonably request.

   (j)   Compliance with Environmental Laws.  Comply, and cause each of its
Subsidiaries and all lessees and other Persons operating or occupying its
properties to comply, in all material respects, with all applicable
Environmental Laws and Environmental Permits; obtain and renew and cause each
of its Subsidiaries to obtain and renew all Environmental Permits necessary
for its operations and properties; and conduct, and cause each of its
Subsidiaries to conduct, any investigation, study, sampling and testing, and
undertake any cleanup, removal, remedial or other action necessary to remove
and clean up all Hazardous Materials from any of its properties, in
accordance with the requirements of all Environmental Laws; provided,
however, that neither the Borrower nor any of its Subsidiaries shall be
required to undertake any such cleanup, removal, remedial or other action to
the extent that such action is not required by Environmental Laws or to the
extent that its obligation to do so is being contested in good faith and by
proper proceedings and appropriate reserves are being maintained with respect
to such circumstances.

      SECTION 5.02.  Negative Covenants.  So long as any Advance shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender or the
Issuing Bank shall have any Commitment hereunder, the Borrower will not:

   (a)   Liens, Etc.  Create or suffer to exist, or permit any of its
   Subsidiaries to create or suffer to exist, any Lien on or with respect to
   any of its properties, whether now owned or hereafter acquired, or assign,
   or permit any of its Subsidiaries to assign, any right to receive income,
   other than:

      (i)   Permitted Liens,

      (ii)   purchase money Liens upon or in any real property or equipment
acquired or held by the Borrower or any Subsidiary in the ordinary course of
business to secure the purchase price of such property or equipment or to
secure Debt incurred solely for the purpose of financing the acquisition of
such property or equipment, or Liens existing on such property or equipment
at the time of its acquisition (other than any such Liens created in
contemplation of such acquisition that were not incurred to finance the
acquisition of such property) or extensions, renewals or replacements of any
of the foregoing for the same or a lesser amount, or Liens of a lessor under
an operating lease, provided, however, that no such Lien shall extend to or
cover any properties of any character other than the real property or
equipment being acquired, and no such extension, renewal or replacement shall
extend to or cover any properties not theretofore subject to the Lien being
extended, renewed or replaced, provided further that the aggregate principal
amount of the indebtedness secured by the Liens referred to in this clause
(ii) and the Debt incurred in connection with Section 5.02(b)(iii)(F) shall
not exceed $35,000,000 in the aggregate at any time outstanding,

      (iii)   the Liens existing on the Effective Date and described on
Schedule 5.02(a) hereto,

      (iv)   Liens in favor of the Guarantor to secure the Borrower's
obligation to the Guarantor under the Guaranty and Recourse Agreement, to the
extent such Liens become operative only after the Commitments shall have been
terminated and the Administrative Agent, the Lenders and the Issuing Bank
shall have been paid in full for all obligations of the Borrower hereunder
and under the Notes, and

      (v)   Liens to secure Debt permitted under Section 5.02(b)(iii)(B).

   (b)   Debt.  Create, incur, assume or suffer to exist, or permit any of
its Subsidiaries to create, incur, assume or suffer to exist, any Debt other
than:

      (i)   in the case of the Borrower, Subordinated Debt;

      (ii)   in the case of any of its Subsidiaries, Debt owed to the
Borrower or to a wholly-owned Subsidiary of the Borrower; and

      (iii)   in the case of the Borrower and any of its Subsidiaries,

        (A)   Debt under the Loan Documents,

        (B)   Debt incurred in connection with the Securitization or the
transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does
not exceed $130,000,000 in the aggregate,

        (C)   Capitalized Leases not to exceed in the aggregate $10,000,000
at any time outstanding,

        (D)   the Surviving Debt and any Debt extending the maturity of, or
refunding or refinancing, in whole or in part, any Surviving Debt, provided
that the terms of any such extending, refunding or refinancing Debt, and of
any agreement entered into and of any instrument issued in connection
therewith, are otherwise permitted by the Loan Documents, and provided
further that the principal amount of such Surviving Debt shall not be
increased above the principal amount thereof outstanding immediately prior to
such extension, refunding or refinancing, and the direct and contingent
obligors therefor shall not be changed, as a result of or in connection with
such extension, refunding or refinancing, and provided further that the
Existing Credit Agreement shall be terminated in whole upon the completion of
the Securitization,

        (E)   indorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business, and

        (F)   other Debt the aggregate principal amount of which, together
with the aggregate indebtedness secured by the Liens referred to in
5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time
outstanding.

   (c)   Mergers, Etc.  Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to, any Person, or permit any of its
Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may
merge or consolidate with or into, or dispose of assets to, any other
Subsidiary of the Borrower, and except that any Subsidiary of the Borrower
may merge into or dispose of assets to the Borrower, provided, in each case,
that no Default shall have occurred and be continuing at the time of such
proposed transaction or would result therefrom and (ii) the Borrower may sell
one or more manufacturing Subsidiaries, provided that each such sale is for
fair value.

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


                               ARTICLE VI

                            EVENTS OF DEFAULT

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

   (a)   The Borrower shall fail to pay any principal of any Advance when the
same becomes due and payable, or the Borrower shall fail to pay any interest
on any Advance, any Reimbursement Obligation or any other amount payable
hereunder, or either Loan Party shall fail to make any other payment of fees
or other amounts payable under any Loan Document within three Business Days
after the same becomes due and payable; or

   (b)   Any representation or warranty made by either Loan Party under or in
connection with any Loan Document shall prove to have been incorrect in any
material respect when made; or

   (c)   (i) The Borrower shall fail to perform or observe any term, covenant
or agreement contained in Section 5.01(d), (e), (h) or (i) or 5.02 or (ii)
either Loan Party shall fail to perform or observe any other term, covenant
or agreement contained in any Loan Document on its part to be performed or
observed if such failure shall remain unremedied for 10 days after written
notice thereof shall have been given to such Loan Party by the Administrative
Agent, any Lender or the Issuing Bank; or

   (d)   Either Loan Party or any of its Subsidiaries shall fail to pay any
principal of or premium or interest on any Debt that is outstanding in a
principal or notional amount of at least $5,000,000 in the aggregate in the
case of the Borrower and $25,000,000 in the aggregate in the case of the
Guarantor (but excluding Debt outstanding hereunder) of such Loan Party or
such Subsidiary (as the case may be), when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
Debt; or any other event shall occur or condition shall exist under any
agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Debt; or any such Debt shall
be declared to be due and payable, or required to be prepaid or redeemed
(other than by a regularly scheduled required prepayment or redemption),
purchased or defeased, or an offer to prepay, redeem, purchase or defease
such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or

   (e)   Either Loan Party or any of its Subsidiaries shall generally not pay
its debts as such debts become due, or shall admit in writing its inability
to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any proceeding shall be instituted by or against
either Loan Party or any of its Subsidiaries seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its
debts under any law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for
it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 45 days, or
any of the actions sought in such proceeding (including, without limitation,
the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial
part of its property) shall occur; or either Loan Party or any of its
Subsidiaries shall take any corporate action to authorize any of the actions
set forth above in this subsection (e); or

   (f)   Any judgment or order for the payment of money in excess of
$5,000,000 in the case of the Borrower and $15,000,000 in the case of the
Guarantor shall be rendered against such Loan Party or any of its
Subsidiaries and either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be any period
of 10 consecutive days during which such judgment remains unsatisfied and a
stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect; or

   (g)   Any non-monetary judgment or order shall be rendered against either
Loan Party or any of its Subsidiaries that could be reasonably expected to
have a Material Adverse Effect, and there shall be any period of 10
consecutive days during which such judgment remains unsatisfied and a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

   (h)   (i)   (A) The Hyundai Group and its Affiliates shall cease to retain
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934), directly or
indirectly, of Voting Stock of the Borrower (or other securities convertible
into such Voting Stock) representing 25% or more of the combined voting power
of all Voting Stock of the Borrower; or (B) any Person or two or more Persons
acting in concert other than the Hyundai Group and its Affiliates shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the
Securities and Exchange Commission under the Securities Exchange Act of
1934), directly or indirectly, of Voting Stock of the Borrower (or other
securities convertible into such Voting Stock) representing 25% or more of
the combined voting power of all Voting Stock of the Borrower; or (C) any
Person or two or more Persons acting in concert other than the Hyundai Group
and its Affiliates shall have acquired by contract or otherwise, or shall
have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of the power to exercise, directly or
indirectly, a controlling influence over the management or policies of the
Borrower; or

      (ii) Any Person or two or more Persons other than the owners of the
Guarantor on the date hereof or their Affiliates acting in concert shall have
acquired by contract or otherwise, or shall have entered into a contract or
arrangement that, upon consummation, will result in its or their acquisition
of the power to exercise, directly or indirectly, a controlling influence
over the management or policies of the Guarantor; or

   (i)   Any ERISA Event shall have occurred with respect to a Plan and the
sum (determined as of the date of occurrence of such ERISA Event) of the
Insufficiency of such Plan and the Insufficiency of any and all other Plans
with respect to which an ERISA Event shall have occurred and then exist (or
the liability of the Borrower and the ERISA Affiliates related to such ERISA
Event) exceeds $5,000,000; or

   (j)   Either Loan Party or any ERISA Affiliate shall have been notified by
the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability
to such Multiemployer Plan in an amount that, when aggregated with all other
amounts required to be paid to Multiemployer Plans by such Loan Party and the
ERISA Affiliates as Withdrawal Liability (determined as of the date of such
notification), exceeds $5,000,000 or requires payments exceeding $1,250,000
per annum; or

   (k)   Either Loan Party or any ERISA Affiliate shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of
ERISA, and as a result of such reorganization or termination the aggregate
annual contributions of such Loan Party and the ERISA Affiliates to all
Multiemployer Plans that are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such Multiemployer
Plans for the plan years of such Multiemployer Plans immediately preceding
the plan year in which such reorganization or termination occurs by an amount
exceeding $1,250,000; or

   (l)   Any provision of the Guaranty shall for any reason cease to be valid
and binding on or enforceable against the Guarantor, or the Guarantor shall
revoke the Guaranty;

then, and in any such event, the Administrative Agent (i) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts payable under
this Agreement and the other Loan Documents to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower;
provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to either Loan Party under the Federal Bankruptcy
Code, (A) the obligation of each Lender to make Advances shall automatically
be terminated and (B) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived
by the Borrower.

      SECTION 6.02.  Actions in Respect of the Letters of Credit upon
Default.  (a) If any Event of Default shall have occurred and be continuing,
the Administrative Agent may, or shall at the request of the Required
Lenders, irrespective of whether it is taking any of the actions described in
Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith
upon such demand the Borrower will, pay to the Administrative Agent on behalf
of the Lenders and the Issuing Bank in same day funds at the Administrative
Agent's office designated in such demand, for deposit in the L/C Cash
Collateral Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding.  If at any time the Administrative Agent
determines that any funds held in the L/C Cash Collateral Account are subject
to any right or claim of any Person other than the Administrative Agent, the
Lenders and the Issuing Bank or that the total amount of such funds is less
than the aggregate Available Amount of all Letters of Credit, the Borrower
will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the L/C
Cash Collateral Account, an amount equal to the excess of (i) such aggregate
Available Amount over (ii) the total amount of funds, if any, then held in
the L/C Cash Collateral Account that the Administrative Agent determines to
be free and clear of any such right and claim.

   (b)   The Borrower hereby agrees that any amounts from time to time on
deposit in the L/C Cash Collateral Account shall be and constitute collateral
security for the prompt and complete payment when due of the obligations and
liabilities of the Borrower under and in respect of the Letters of Credit.

   (c)   The Borrower, the Administrative Agent, the Issuing Bank and the
Lenders agree that any action taken or omitted to be taken by the
Administrative Agent in connection with the L/C Cash Collateral Account, if
taken or omitted to be taken in good faith and with reasonable care, shall be
binding upon the Borrower, the Issuing Bank and the Lenders and shall not
create any liability on the part of the Administrative Agent to the Borrower,
the Issuing Bank or the Lenders.


                              ARTICLE VII

                        THE ADMINISTRATIVE AGENT

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

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

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

          SECTION 7.04.  Lender and Issuing Bank Credit Decision.  Each
Lender and the Issuing Bank acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender or the
Issuing Bank, as the case may be, and based on the financial statements
referred to in Section 4.01 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.  Each Lender and the Issuing Bank also acknowledges that
it will, independently and without reliance upon the Administrative Agent or
any other Lender or the Issuing Bank, as the case may be, and based on such
documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under this
Agreement.

      SECTION 7.05.  Indemnification.  (a) The Lenders and the Issuing Bank
agree to indemnify the Administrative Agent (to the extent not reimbursed by
the Borrower) from and against such Lender's or the Issuing Bank's ratable
share of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever that may be imposed on, incurred by, or asserted against
the Administrative Agent in any way relating to or arising out of any Loan
Document or any action taken or omitted by the Administrative Agent under any
Loan Document, provided that neither any Lender nor the Issuing Bank shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct.  Without limitation of the foregoing, each Lender and the Issuing
Bank agrees to reimburse the Administrative Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including counsel fees)
incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, the Loan Documents, to
the extent that the Administrative Agent is not reimbursed for such expenses
by the Borrower.  For purposes of this Section 7.05, the Lenders' and the
Issuing Bank's respective ratable shares of any amount shall be determined,
at any time, according to the sum of (i) the aggregate principal amount of
the Revolving Credit Advances or Letter of Credit Advances outstanding at
such time and owing to the respective Lenders or the Issuing Bank, (ii) their
respective Pro Rata Shares of the aggregate Available Amount of all Letters
of Credit outstanding at such time and (iii) their respective Unused
Revolving Credit Commitments at such time; provided, that the aggregate
principal amount of Letter of Credit Advances owing to the Issuing Bank shall
be considered to be owed to the Lenders ratably in accordance with their
respective Revolving Credit Commitments.  The failure of any Lender or the
Issuing Bank to reimburse the Administrative Agent promptly upon demand for
its ratable share of any amount required to be paid by such Lender or the
Issuing Bank, as the case may be, to the Administrative Agent as provided
herein shall not relieve any other Lender or the Issuing Bank, as the case
may be, of its obligation hereunder to reimburse the Administrative Agent for
its ratable share of such amount, but no Lender or the Issuing Bank, as the
case may be, shall be responsible for the failure of any other Lender or the
Issuing Bank, as the case may be, to reimburse the Administrative Agent for
such other Lender's or the Issuing Bank's ratable share of such amount.
Without prejudice to the survival of any other agreement of any Lender or the
Issuing Bank hereunder, the agreement and obligations of each Lender and the
Issuing Bank contained in this Section 7.05(a) shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
the other Loan Documents.

   (b)   Each Lender severally agrees to indemnify the Issuing Bank (to the
extent not promptly reimbursed by the Borrower) from and against such
Lender's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against the Issuing Bank in any
way relating to or arising out of the Loan Documents or any action taken or
omitted by the Issuing Bank under the Loan Documents; provided, however, that
no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Issuing Bank's gross negligence or willful
misconduct.  Without limitation of the foregoing, each Lender agrees to
reimburse the Issuing Bank promptly upon demand for its ratable share of any
costs and expenses (including, without limitation, fees and expenses of
counsel) payable by the Borrower under Section 8.04, to the extent that the
Issuing Bank is not promptly reimbursed for such costs and expenses by the
Borrower.  For purposes of this Section 7.05(b), the Lenders' respective
ratable shares of any amount shall be determined, at any time, according to
the sum of (i) the aggregate principal amount of the Revolving Credit
Advances and Letter of Credit Advances outstanding at such time and owing to
the respective Lenders and (ii) their respective Pro Rata Shares of the
aggregate Available Amount of all Letters of Credit outstanding at such time
plus (iii) their respective Unused Revolving Credit Commitments at such time;
provided that the aggregate principal amount of Letter of Credit Advances
owing to the Issuing Bank shall be considered to be owed to the Lenders
ratably in accordance with their respective Revolving Credit Commitments.
The failure of any Lender to reimburse the Issuing Bank promptly upon demand
for its ratable share of any amount required to be paid by the Lender to the
Issuing Bank as provided herein shall not relieve any other Lender of its
obligation hereunder to reimburse the Issuing Bank for its ratable share of
such amount, but no Lender shall be responsible for the failure of any other
Lender to reimburse the Issuing Bank for such other Lender's ratable share of
such amount.  Without prejudice to the survival of any other agreement of any
Lender hereunder, the agreement and obligations of each Lender contained in
this Section 7.05(b) shall survive the payment in full of principal, interest
and all other amounts payable hereunder and under the other Loan Documents.

      SECTION 7.06.  Successor Administrative Agent.  The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders,
the Issuing Bank and the Borrower and may be removed at any time with or
without cause by the Required Lenders.  Upon any such resignation or removal,
the Required Lenders shall have the right to appoint a successor
Administrative Agent, subject to the Borrower's approval, which shall not be
unreasonably withheld.  If no successor Administrative Agent shall have been
so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving
of notice of resignation or the Required Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf
of the Lenders and the Issuing Bank and after consulting with the Borrower,
appoint a successor Administrative Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State
thereof and having a combined capital and surplus of at least $50,000,000.
Upon the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents.  After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the
provisions of this Article VII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under
this Agreement.

                            ARTICLE VIII

                           MISCELLANEOUS

      SECTION 8.01.  Amendments, Etc.  No amendment or waiver of any
provision of any Loan Document, nor consent to any departure by any Loan
Party therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Borrower and the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all the Lenders, do
any of the following:  (a) waive any of the conditions specified in Section
3.01, (b) increase the Commitments of the Lenders or subject the Lenders to
any additional obligations (other than as permitted by Section 2.05(c) to the
extent any of such Lenders consents thereunder), (c) reduce the principal of,
or interest on, the Revolving Credit Notes or any fees or other amounts
payable hereunder, (d) postpone any date fixed for any payment of principal
of, or interest on, the Revolving Credit Notes or any fees or other amounts
payable hereunder, (e) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Revolving Credit Notes or of the
aggregate Available Amount of outstanding Letters of Credit, or the number of
Lenders, that in each case shall be required for the Lenders or any of them
to take any action hereunder, (f) reduce or limit the obligations of the
Guarantor under Section I of the Guaranty or otherwise limit the Guarantor's
liability with respect to the obligations owing to the Administrative Agent,
the Lenders and the Issuing Bank or (g) amend this Section 8.01; and provided
further that no amendment, waiver or consent shall, unless in writing and
signed by the Issuing Bank in addition to the Lenders required above to take
such action, affect the rights or obligations of the Issuing Bank under this
Agreement; provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the
Lenders required above to take such action, affect the rights or duties of
the Administrative Agent under this Agreement or any Note.

      SECTION 8.02.  Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic
or telex communication) and mailed, telecopied, telegraphed, telexed or
delivered, if to the Borrower, at its address at 211 River Oaks Parkway, San
Jose, California 95134, telecopy no. (408) 432-4480, Attention:  Melonie
Brophy, Vice President - Finance & Treasurer; if to any Initial Lender or the
Issuing Bank approved pursuant to Section 2.17, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other
Lender or Issuing Bank, at its Domestic Lending Office specified in the
Assignment and Acceptance pursuant to which it became a Lender or the Issuing
Bank; and if to the Administrative Agent, at its address at 1 Court Square,
7th Floor, Zone 1, Long Island City, New York 11120, Attention:  John
Makrinos; or, as to the Borrower or the Administrative Agent, at such other
address as shall be designated by such party in a written notice to the other
parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the
Administrative Agent.  All such notices and communications shall, when
mailed, telecopied, telegraphed or telexed, be effective when deposited in
the mails, telecopied, delivered to the  telegraph company or confirmed by
telex answerback, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III or VII shall not be
effective until received by the Administrative Agent.  Delivery by telecopier
of an executed counterpart of any amendment or waiver of any provision of
this Agreement or the Notes or of any Exhibit hereto to be executed and
delivered hereunder shall be effective as delivery of a manually executed
counterpart thereof.

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

      SECTION 8.04.  Costs and Expenses.  (a)  The Borrower agrees to pay on
demand all costs and expenses of the Administrative Agent and CSI in
connection with the preparation, execution, delivery, administration,
modification and amendment of the Loan Documents and the other documents to
be delivered hereunder, including, without limitation, (A) all due diligence,
syndication (including printing, distribution and bank meetings),
transportation, computer, duplication, appraisal, consultant, and audit
expenses and (B) the reasonable fees and expenses of counsel for the
Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under the Loan
Documents.  After an Event of Default, the Borrower further agrees to pay on
demand all costs and expenses of the Administrative Agent, CSI, the Issuing
Bank and the Lenders, if any (including, without limitation, reasonable
counsel fees and expenses), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise) of the Loan Documents
and the other documents to be delivered hereunder, including, without
limitation, reasonable fees and expenses of counsel for the Administrative
Agent, CSI, the Issuing Bank and each Lender in connection with the
enforcement of rights under this Section 8.04(a).

   (b)   The Borrower agrees to indemnify and hold harmless the
Administrative Agent, the Issuing Bank and each Lender and each of their
Affiliates and their officers, directors, employees, agents and advisors
(each, an "Indemnified Party") from and against any and all claims, damages,
losses, liabilities and expenses (including, without limitation, reasonable
fees and expenses of counsel) that may be incurred by or asserted or awarded
against any Indemnified Party, in each case arising out of or in connection
with or by reason of, or in connection with the preparation for a defense of,
any investigation, litigation or proceeding arising out of, related to or in
connection with (i) the Facilities, the Loan Documents, any of the
transactions contemplated herein or therein or the actual or proposed use of
the proceeds of the Advances or the Letters of Credit or (ii) the actual or
alleged presence of Hazardous Materials on any property of either Loan Party
or any of its Subsidiaries or any Environmental Action relating in any way to
either Loan Party or any of its Subsidiaries, in each case whether or not
such investigation, litigation or proceeding is brought by either Loan Party,
its directors, shareholders or creditors or an Indemnified Party or any other
Person or any Indemnified Party is otherwise a party thereto and whether or
not the transactions contemplated hereby are consummated, except to the
extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct.  The
Borrower also agrees not to assert any claim against the Administrative
Agent, any Lender, the Issuing Bank, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any
theory of liability, for special, indirect, consequential or punitive damages
arising out of or otherwise relating to the Facilities, this Agreement, the
other Loan Documents, any of the transactions contemplated herein or therein
or the actual or proposed use of the proceeds of the Advances or the Letters
of Credit.

   (c)   If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance or LIBO Rate Advance is made by the Borrower to or for the
account of a Lender other than on the last day of the Interest Period for
such Advance, as a result of a payment or Conversion pursuant to Section
2.05(c), 2.08(d) or (e), 2.10 or 2.12, acceleration of the maturity of the
Notes pursuant to Section 6.01 or for any other reason, or by an Eligible
Assignee to a Lender other than on the last day of the Interest Period for
such Advance upon an assignment of rights and obligations under this
Agreement pursuant to Section 8.07 as a result of a demand by the Borrower
pursuant to Section 8.07(a), the Borrower shall, upon demand by such Lender
(with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses that it
may reasonably incur as a result of such payment or Conversion, including,
without limitation, any loss (including loss of anticipated profits), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

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

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

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

      SECTION 8.07.  Assignments and Participations.  (a)  Each Lender may,
with the consent (except as provided below), not to be unreasonably withheld,
of the Administrative Agent and, prior to the occurrence and continuance of a
Default, the Borrower, and, each Lender if demanded by the Borrower
(following a demand by such Lender pursuant to Section 2.11 or 2.14) upon at
least 5 Business Days' notice to such Lender and the Administrative Agent,
will, with the consent of the Administrative Agent, not to be unreasonably
withheld, and only if no Default has occurred and is continuing, assign to
one or more Persons all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note or Notes held by it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all
rights and obligations under and in respect of all the Facilities (other than
any right to make Competitive Bid Advances, Competitive Bid Advances owing to
it and Competitive Bid Notes), (ii) except in the case of an assignment to a
Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender's rights and obligations under this Agreement,
the amount of the Revolving Credit Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event
be less than $3,000,000 or an integral multiple of $500,000 in excess
thereof, (iii) each such assignment shall be to an Eligible Assignee, and
(iv) each such assignment made as a result of a demand by the Borrower
pursuant to this Section 8.07(a) shall be arranged by the Administrative
Agent after consultation with the Borrower and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender
under this Agreement, (vi) no Lender shall be obligated to make any such
assignment as a result of a demand by the Borrower pursuant to this Section
8.07(a) unless and until such Lender shall have received one or more payments
from either the Borrower or one or more Eligible Assignees in an aggregate
amount at least equal to the aggregate outstanding principal amount of the
Advances owing to such Lender, together with accrued interest thereon to the
date of payment of such principal amount and all other amounts payable to
such Lender under this Agreement and (vii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance,
together with any Revolving Credit Note subject to such assignment and a
processing and recordation fee of $3,000, except that such fee is not payable
if the assignee is an existing Lender and is replacing the assigning Lender
at the demand of the Borrower.  Each Lender may, without the consent of, but
upon notice to, the Administrative Agent and the Borrower, assign all or a
portion of its rights and obligations under this Agreement to any of its
Affiliates.

   (b)   The Issuing Bank may assign to one Lender or Affiliate of a Lender
all of its rights and obligations under the undrawn portion of its Letter of
Credit Commitment at any time; provided, however, that (i) each such
assignment shall be to an Eligible Assignee and (ii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance,
together with a processing and recordation fee of $3,000.

   (c)   By executing and delivering an Assignment and Acceptance, the Lender
or the Issuing Bank assignor thereunder (the "Assigning Lender") and the
assignee thereunder confirm to and agree with each other and the other
parties hereto as follows:  (i) other than as provided in such Assignment and
Acceptance, such Assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any other
Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan
Document or any other instrument or document furnished pursuant hereto; (ii)
such Assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of either Loan Party
or the performance or observance by either Loan Party of any of its
respective obligations under any Loan Document or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee
will, independently and without reliance upon the Administrative Agent, such
assigning Lender or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement; (v)
such assignee confirms that it is an Eligible Assignee; (vi) such assignee
appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers and discretion under the Loan
Documents as are delegated to the Administrative Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental
thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all of the obligations that by the terms of this Agreement
are required to be performed by it as a Lender or Issuing Bank, as the case
may be.

   (d)   Upon its receipt of an Assignment and Acceptance executed by an
Assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any Revolving Credit Note or Notes subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of Exhibit C hereto, (i)
accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Borrower.
Within five Business Days after its receipt of such notice, the Borrower, at
its own expense, shall execute and deliver to the Administrative Agent in
exchange for the surrendered Revolving Credit Note a new Revolving Credit
Note to the order of such Eligible Assignee in an amount equal to the
Revolving Credit Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the Assigning Lender has retained a Revolving Credit
Commitment hereunder, a new Revolving Credit Note to the order of the
Assigning Lender in an amount equal to the Revolving Credit Commitment
retained by it hereunder.  Such new Revolving Credit Note or Notes shall be
in an aggregate principal amount equal to the aggregate principal amount of
such surrendered Revolving Credit Note or Notes, shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1 hereto.

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

   (f)   Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in such Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender or the
Issuing Bank, as the case may be, hereunder and (y) the Assigning Lender
thereunder shall, to the extent that rights and obligations hereunder have
been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering the Issuing Bank's or all
or the remaining portion of an assigning Lender's rights and obligations
under this Agreement, such Lender or the Issuing Bank shall cease to be a
party hereto).

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

   (h)   Any Lender or the Issuing Bank may, in connection with any
assignment or participation or proposed assignment or participation pursuant
to this Section 8.07, disclose to the assignee or participant or proposed
assignee or participant, any information relating to the Borrower furnished
to such Lender or the Issuing Bank by or on behalf of the Borrower; provided
that, prior to any such disclosure, the assignee or participant or proposed
assignee or participant shall agree to preserve the confidentiality of any
Confidential Information relating to the Borrower received by it from such
Lender or the Issuing Bank.

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

      SECTION 8.08.  Confidentiality.  None of the Administrative Agent, any
Lender or the Issuing Bank shall use or disclose any Confidential Information
to any other Person without the consent of the Borrower, other than (a) to
the Administrative Agent's, such Lender's or the Issuing Bank's Affiliates
and their officers, directors, employees, agents and advisors and, as
contemplated by Section 8.07(h), to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any
law, rule or regulation or judicial process, (c) to any rating agency when
required by it, provided that, prior to any such disclosure, such rating
agency shall undertake to preserve the confidentiality of any Confidential
Information relating to the Borrower received by it from such Lender and (d)
as requested or required by any state, federal or foreign authority or
examiner regulating banks or banking.

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

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

      SECTION 8.11.  Jurisdiction, Etc. (a)  Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of any New York State court or federal court
of the United States of America sitting in New York City, and any appellate
court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any of the other Loan Documents to which it is
a party, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims
in respect of any such action or proceeding may be heard and determined in
any such New York State court or, to the extent permitted by law, in such
federal court.  Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided
by law.  Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement
or any of the other Loan Documents in the courts of any jurisdiction.

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

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

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


                                MAXTOR CORPORATION


                                By  /s/ Melonie Brophy
                                    --------------------------------
                                    Title: V. P. Finance, Treasurer



                                    CITIBANK, N.A.,
                                    as Agent


                                By  /s/ Robert D. Wetrus
                                    -------------------------------
                                    Title: Vice President
                                           Citibank, N. A.
                                           Attorney-in-fact







                         [Intentionally left blank]




Commitment                     Initial Lenders
----------                     ---------------

$14,500,000                        CITIBANK, N.A.

                                   By /s/ Robert D. Wetrus
                                      ----------------------------
                                      Title:  Vice President
                                              Citibank, N. A.
                                              Attorney-in-fact


$9,500,000                         CHO HUNG BANK

                                   By /s/
                                      ------------------------------
                                      Title:  General Manager


$9,500,000                         CREDIT LYONNAIS
                                   LOS ANGELES BRANCH

                                   By /s/ Robert Ivosevich
                                      -----------------------------
                                      Title:  Senior Vice President


                                   CREDIT LYONNAIS
                                   CAYMAN ISLAND BRANCH

                                   By /s/ Robert Ivosevich
                                      -----------------------------
                                      Title:  Senior Vice President


$9,500,000                         THE DAI-ICHI KANGYO BANK,
                                   LIMITED, SAN FRANCISCO AGENCY

                                   By /s/
                                      -------------------------------
                                      Title:  General Manager & Agent


$9,500,000                         THE INDUSTRIAL BANK OF JAPAN,
                                   LIMITED SAN FRANCISCO AGENCY

                                   By /s/
                                      ----------
                                      Title:  Joint General Manager


$9,500,000                         THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.

                                   By /s/ Motokazu Uematsu
                                      --------------------------------
                                      Title:  Deputy General Manager


$9,500,000                         SHINHAN BANK
                                   NEW YORK BRANCH

                                   By /s/
                                      ----------------------------------
                                      Title:  Assistant General Manager


$9,500,000                         SOCIETE GENERALE

                                   By /s/ George Y. L. Chen
                                      ------------------------------
                                      Title:  Vice President


$9,500,000                         THE SUMITOMO BANK, LIMITED,
                                   SAN FRANCISCO BRANCH

                                   By /s/ Yuji Harada
                                      --------------------------
                                      Title:  General Manager

                                   By /s/ Herman White Jr.
                                      ---------------------------
                                      Title:  Vice President


$9,500,000                         STANDARD CHARTERED BANK

                                   By /s/ Woo Young Song
                                      ----------------------------
                                      Title:  Vice President

                                   By /s/ Marguerite J. Felsenfeld
                                      -----------------------------
                                      Title:  Marguerite J. Felsenfeld, Esq.
                                              Administrative Officer


$100,000,000      Total of Commitments