<PAGE>   1
                                                                   Exhibit 10.46

                                                               EXECUTION VERSION
================================================================================


                                CREDIT AGREEMENT

                                      AMONG

                           SILICON VALLEY GROUP, INC.

                                       AND

                              LENDERS NAMED HEREIN

                                       AND

                               ABN AMRO BANK N.V.,
                              AS AGENT FOR LENDERS





                                  JUNE 30, 1998

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

<PAGE>   2

<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
    SECTION I.        INTERPRETATION.............................................1

         1.01.    Definitions....................................................1

         1.02.    GAAP..........................................................18

         1.03.    Headings......................................................18

         1.04.    Plural Terms..................................................18

         1.05.    Time..........................................................18

         1.06.    Governing Law.................................................18

         1.07.    Construction..................................................18

         1.08.    Entire Agreement..............................................18

         1.09.    Calculation of Interest and Fees..............................19

         1.10.    References....................................................19

         1.11.    Other Interpretive Provisions.................................19

   SECTION II.        CREDIT FACILITIES.........................................20

         2.01.    Loan Facility.................................................20

         2.02.    Letter of Credit Facility.....................................23

         2.03.    Amount Limitations, Commitment Reductions, Etc................28

         2.04.    Fees..........................................................29

         2.05.    Prepayments...................................................30

         2.06.    Other Payment Terms...........................................30

         2.07.    Loan Accounts; Notes..........................................31

         2.08.    Loan Funding..................................................32

         2.09.    Pro rata Treatment............................................32

         2.10.    Change of Circumstances.......................................34

         2.11.    Taxes on Payments.............................................36

         2.12.    Funding Loss Indemnification..................................37

         2.13.    Replacement of Lenders........................................38

         2.14.    Limitation on Collection of Costs.............................38

  SECTION III.        CONDITIONS PRECEDENT......................................38
</TABLE>


                                       i

<PAGE>   3
<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
         3.01.    Initial Conditions Precedent..................................38

         3.02.    Conditions Precedent to Each Credit Event.....................39

         3.03.    Covenant to Deliver...........................................39

   SECTION IV.        REPRESENTATIONS AND WARRANTIES............................39

         4.01.    Borrower's Representations and Warranties.....................39

         4.02.    Reaffirmation.................................................44

    SECTION V.        COVENANTS.................................................44

         5.01.    Affirmative Covenants.........................................44

         5.02.    Negative Covenants............................................47

         5.03.    Financial Covenants...........................................54

   SECTION VI.        DEFAULT...................................................56

         6.01.    Events of Default.............................................56

         6.02.    Remedies......................................................58

  SECTION VII.        THE AGENT AND RELATIONS AMONG LENDERS.....................59

         7.01.    Appointment, Powers and Immunities............................59

         7.02.    Reliance by Agent.............................................59

         7.03.    Defaults......................................................59

         7.04.    Indemnification...............................................60

         7.05.    Non-Reliance..................................................60

         7.06.    Resignation or Removal of Agent...............................61

         7.07.    Authorization.................................................61

         7.08.    Agent in its Individual Capacity..............................61

 SECTION VIII.        MISCELLANEOUS.............................................61

         8.01.    Notices.......................................................61

         8.02.    Expenses......................................................62

         8.03.    Indemnification...............................................63

         8.04.    Waivers; Amendments...........................................63

         8.05.    Successors and Assigns........................................64
</TABLE>


                                       ii
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<TABLE>
<CAPTION>
                                                                                PAGE
<S>                                                                             <C>
         8.06.    Setoff........................................................67

         8.07.    No Third Party Rights.........................................67

         8.08.    Partial Invalidity............................................67

         8.09.    Jury Trial....................................................67

         8.10.    Confidentiality...............................................67

         8.11.    Counterparts..................................................68
</TABLE>



SCHEDULES

I                 Lenders
II                Pricing Grid
3.01              Initial Conditions Precedent
4.01(q)           Subsidiaries
5.02(e)           Existing Investments


EXHIBITS

A                 Notice of Borrowing (2.01(b))
B                 Notice of Conversion (2.01(d))
C                 Notice of Interest Period Selection (2.01(e))
D                 Extension Request (2.01(h)
E                 Note (2.07(a))
F                 Assignment Agreement (8.05(c))



                                      iii
<PAGE>   5
                                       CREDIT AGREEMENT


        THIS CREDIT AGREEMENT, dated as of June 30, 1998, is entered into by and
among:

               (1)    SILICON VALLEY GROUP, INC., a Delaware corporation
        ("Borrower");

               (2) Each of the financial institutions from time to time listed
        in Schedule I hereto, as amended from time to time (such financial
        institutions to be referred to herein collectively as "Lenders"); and

               (3) ABN AMRO BANK N.V., acting through its San Francisco
        International Branch, as agent for Lenders (in such capacity, "Agent").


                                           RECITALS

        A. Borrower has requested Lenders to provide certain credit facilities
to Borrower.

        B. Lenders are willing to provide such credit facilities upon the terms
and subject to the conditions set forth herein.


                                          AGREEMENT

        NOW, THEREFORE, in consideration of the above Recitals and the mutual
covenants herein contained, the parties hereto hereby agree as follows:


SECTION I.    INTERPRETATION.

     1.01. Definitions. Unless otherwise indicated in this Agreement or any
other Credit Document, each term set forth below, when used in this Agreement or
any other Credit Document, shall have the respective meaning given to that term
below or in the provision of this Agreement or other document, instrument or
agreement referenced below.

               "ABN AMRO" shall mean ABN AMRO Bank N.V.

               "Accounts" shall mean, with respect to any Person, all accounts
        receivable owned by such Person including all "accounts" within the
        meaning of Section 9106 of the California Uniform Commercial Code and
        "Account" shall mean any one of the Accounts.

               "Acquisition Charge Cap" shall mean, as of any date of
        calculation, the lesser of (a) $50,000,000 and (b) an amount equal to
        five percent (5%) of Borrower's Tangible Net Worth on the last day of
        the immediately preceding fiscal year.




<PAGE>   6
        "Adjusted Net Income" shall mean, with respect to Borrower for any
        period, the sum, determined on a consolidated basis in accordance with
        GAAP where applicable, of:

                      (a) The net income or net loss of Borrower and its
               Subsidiaries for such period after provision for income taxes;

                                         plus

                      (b) To the extent deducted in calculating such net income
               or net loss for such period under clause (a) above, all
               non-recurring, non-cash charges taken by Borrower and its
               Subsidiaries during such period in connection with acquisitions
               permitted by Subparagraph 5.02(d) (including charges for the
               write-off of in-process research and development costs relating
               to such acquisitions); provided, however, that the sum of all
               such charges so added to net income or net loss in calculating
               the Adjusted Net Income of Borrower during the period from the
               date of this Agreement through the Maturity Date shall not at any
               time exceed the Acquisition Charge Cap at such time.

               "Affiliate" shall mean, with respect to any Person, (a) each
        Person that, directly or indirectly, owns or controls, whether
        beneficially or as a trustee, guardian or other fiduciary, five percent
        (5%) or more of any class of Equity Securities of such Person, (b) each
        Person that controls, is controlled by or is under common control with
        such Person or any Affiliate of such Person or (c) each of such Person's
        officers, directors, joint venturers and partners; provided, however,
        that in no case shall any Lender Party be deemed to be an Affiliate of
        Borrower or any of its Subsidiaries for purposes of this Agreement. For
        the purpose of this definition, "control" of a Person shall mean the
        possession, directly or indirectly, of the power to direct or cause the
        direction of its management or policies, whether through the ownership
        of voting securities, by contract or otherwise.

               "Agent" shall have the meaning given to that term in clause (3)
        of the introductory paragraph hereof.

               "Agent's Fee Letter" shall mean the letter agreement dated as of
        April 16, 1998, between Borrower and Agent regarding certain fees
        payable by Borrower to Agent.

               "Agreement" shall mean this Credit Agreement.

               "Applicable Lending Office" shall mean, with respect to any
        Lender, (a) in the case of its Base Rate Loans, its Domestic Lending
        Office, and (b) in the case of its LIBOR Loans, its Euro-Dollar Lending
        Office.

               "Applicable Margin" shall mean, with respect to any Loan during
        any Pricing Period, the per annum margin for such Loan during such
        Pricing Period determined pursuant to the Pricing Grid and added to the
        Base Rate or LIBO Rate, as the case may be, for such Loan; provided,
        however, that each Applicable Margin determined pursuant



                                        2
<PAGE>   7
        to the Pricing Grid shall be increased by two percent (2.00%) at the
        option of Agent or the Required Lenders on the date an Event of Default
        occurs and shall continue at such increased rate unless and until such
        Event of Default is waived in accordance with this Agreement.

               "Assignee Lender" shall have the meaning given to that term in
        Subparagraph 8.05(c).

               "Assignment" shall have the meaning given to that term in
        Subparagraph 8.05(c).

               "Assignment Agreement" shall have the meaning given to that term
        in Subparagraph 8.05(c).

               "Assignment Effective Date" shall have, with respect to each
        Assignment Agreement, the meaning set forth therein.

               "Assignor Lender" shall have the meaning given to that term in
        Subparagraph 8.05(c).

               "Base Rate" shall mean, on any day, the greater of (a) the Prime
        Rate in effect on such date and (b) the Federal Funds Rate for such day
        plus one-half percent (0.50%).

               "Base Rate Loan" shall mean, at any time, a Loan which then bears
        interest as provided in clause (i) of Subparagraph 2.01(c).

               "Borrower" shall have the meaning given to that term in clause
        (1) of the introductory paragraph hereof.

               "Borrowing" shall mean a borrowing by Borrower consisting of the
        Loans made by each of the Lenders on the same date and of the same Type
        pursuant to a single Notice of Borrowing.

               "Business Day" shall mean any day on which (a) commercial banks
        are not authorized or required to close in San Francisco, California,
        Chicago, Illinois or New York, New York and (b) if such Business Day is
        related to a LIBOR Loan, dealings in Dollar deposits are carried out in
        the London interbank market.

               "Capital Adequacy Requirement" shall have the meaning given to
        that term in Subparagraph 2.10(d).

               "Capital Asset" shall mean, with respect to any Person, any
        tangible fixed or capital asset owned or, in the case of a Capital Lease
        or "synthetic" lease, leased by such Person, and any expense incurred by
        such Person that is required by GAAP to be reported as a non-current
        asset on such Person's balance sheet.

               "Capital Expenditures" shall mean, with respect to any Person and
        any period, all amounts expended by such Person during such period for
        the acquisition of Capital



                                        3


<PAGE>   8
        Assets (including all amounts paid or accrued on Capital Leases and
        "synthetic" leases and other Indebtedness incurred or assumed to acquire
        Capital Assets).

               "Capital Leases" shall mean any and all lease obligations that,
        in accordance with GAAP, are required to be capitalized on the books of
        a lessee.

               "Change of Control" shall mean the occurrence of any of the
        following events: (a) any person or group of persons (within the meaning
        of Section 13 or 14 of the Securities Exchange Act of 1934, as amended)
        shall (i) acquire beneficial ownership (within the meaning of Rule 13d-3
        promulgated by the Securities and Exchange Commission under the
        Securities Exchange Act of 1934, as amended) of thirty percent (30%) or
        more of the outstanding Equity Securities of Borrower entitled to vote
        for members of the board of directors, or (ii) acquire all or
        substantially all of the assets of Borrower and its Subsidiaries taken
        as a whole, or (b) during any period of twelve (12) consecutive calendar
        months, individuals who are directors of Borrower on the first day of
        such period ("Initial Directors") and any directors of Borrower who are
        specifically approved by two-thirds of the Initial Directors and
        previously-approved Directors ("Approved Directors") shall cease to
        constitute a majority of the Board of Directors of Borrower before the
        end of such period.

               "Change of Law" shall have the meaning given to that term in
        Subparagraph 2.10(b).

               "Closing Date" shall mean the date, not later than June 30, 1998,
        designated by Borrower in the initial Notice of Borrowing as the date
        for the initial Borrowing.

               "Commitment" shall mean, with respect to each Lender, the Dollar
        amount set forth under the caption "Commitment" opposite such Lender's
        name on Part A of Schedule I, or, if changed, such Dollar amount as may
        be set forth for such Lender in the Register. "Commitments" shall mean,
        collectively, the Commitments of all Lenders and, if the context so
        permits, the LC Commitment of Issuing Bank.

               "Commitment Fee Rate" shall mean, during any Pricing Period, the
        per annum rate for such Pricing Period determined pursuant to the
        Pricing Grid.

               "Commitment Fees" shall have the meaning given to that term in
        Subparagraph 2.04(b).

               "Compliance Certificate" shall have the meaning given to that
        term in Subparagraph 5.01(a).

               "Contingent Obligation" shall mean, with respect to any Person,
        (a) any Guaranty Obligation of that Person; and (b) any direct or
        indirect obligation or liability, contingent or otherwise, of that
        Person in respect of any Surety Instrument issued for the account of
        that Person or as to which that Person is otherwise liable for
        reimbursement of drawings or payments, (iii) to purchase any materials,
        supplies or other property from, or to obtain



                                       4
<PAGE>   9
        the services of, another Person if the relevant contract or other
        related document or obligation requires that payment for such materials,
        supplies or other property, or for such services, shall be made
        regardless of whether delivery of such materials, supplies or other
        property is ever made or tendered, or such services are ever performed
        or tendered, or (iv) in respect to any Rate Contract that is not entered
        into in connection with a bona fide hedging operation that provides
        offsetting benefits to such Person. The amount of any Contingent
        Obligation shall (subject, in the case of Guaranty Obligations, to the
        last sentence of the definition of "Guaranty Obligation") be deemed
        equal to the maximum reasonably anticipated liability in respect
        thereof, and shall, with respect to item (b)(iv) of this definition be
        marked to market on a current basis.

               "Contractual Obligation" of any Person shall mean, any indenture,
        note, lease, loan agreement, security, deed of trust, mortgage, security
        agreement, guaranty, instrument, contract, agreement or other form of
        contractual obligation or undertaking to which such Person is a party or
        by which such Person or any of its property is bound.

               "Credit Documents" shall mean and include this Agreement, the
        Notes , all Rate Contracts of Borrower with any Lender related to any
        Loan, the LC Applications, the Letters of Credit and the Agent's Fee
        Letter; all other documents, instruments and agreements delivered to any
        Lender Party pursuant to Paragraph 3.01; and all other documents,
        instruments and agreements delivered by Borrower or any of its
        Subsidiaries to any Lender Party in connection with this Agreement on or
        after the date of this Agreement.

               "Credit Event" shall mean the making of any Loan; the conversion
        of any Loan into a LIBOR Loan; the selection of a new Interest Period
        for any LIBOR Loan; or the issuance of any Letter of Credit or any
        amendment of any Letter of Credit that increases its stated amount or
        extends its expiration date.

               "Default" shall mean an Event of Default or any event or
        circumstance not yet constituting an Event of Default which, with the
        giving of any notice or the lapse of any period of time or both, would
        become an Event of Default.

               "Defaulting Lender" shall mean a Lender which has failed to fund
        its portion of any Borrowing or any Reimbursement Obligation which it is
        required to fund under this Agreement and has continued in such failure
        for three (3) Business Days after written notice from Agent.

               "Disclosure Letter" shall mean the letter from Borrower to Agent,
        dated the date of this Agreement, which is identified as the "Disclosure
        Letter" under this Agreement.

               "Dollars" and "$" shall mean the lawful currency of the United
        States of America and, in relation to any payment under this Agreement,
        same day or immediately available funds.



                                        5


<PAGE>   10
               "Domestic Lending Office" shall mean, with respect to any Lender,
        (a) initially, its office designated as such in Part B of Schedule I
        (or, in the case of any Lender which becomes a Lender by an assignment
        pursuant to Subparagraph 8.05(c), its office designated as such in the
        applicable Assignment Agreement) and (b) subsequently, such other office
        or offices as such Lender may designate to Agent as the office at which
        such Lender's Base Rate Loans will thereafter be maintained and for the
        account of which all payments of principal of, and interest on, such
        Lender's Base Rate Loans will thereafter be made.

               "Drawing Payment" shall have the meaning given to that term in
        Subparagraph 2.02(c).

               "EBITDA" shall mean, with respect to Borrower for any period, the
        sum, determined on a consolidated basis in accordance with GAAP, of the
        following:

                      (a) The net income or net loss of Borrower for such period
               before provision for income taxes;

                                         plus

                      (b) To the extent deducted in calculating such net income
               or net loss for such period under clause (a) above, the sum of
               (i) all Interest Expenses of Borrower and its Subsidiaries
               accruing during such period and (ii) all depreciation and
               amortization expenses of Borrower and its Subsidiaries accruing
               during such period;

                                         minus

                      (c) To the extent added in calculating such net income or
               net loss for such period under clause (a) above, all interest
               income of Borrower and its Subsidiaries accruing during such
               period;

                                         plus

                      (d) To the extent deducted in calculating such net income
               or net loss for such period under clause (a) above, all
               non-recurring, non-cash charges taken by Borrower and its
               Subsidiaries during such period in connection with acquisitions
               permitted by Subparagraph 5.02(d) (including charges for the
               write-off of in-process research and development costs relating
               to such acquisitions); provided, however, that the sum of all
               such charges so added to net income or net loss in calculating
               the EBITDA of Borrower during the period from the date of this
               Agreement through the Maturity Date shall not at any time exceed
               the Acquisition Charge Cap at such time;

                                         plus



                                        6


<PAGE>   11
                      (e) In calculating EBITDA of Borrower for any period that
               includes the fiscal quarter ending June 30, 1997, the lesser of
               (i) the sum (to the extent deducted in calculating net income or
               net loss for such period under clause (a) above) of all charges
               taken by Borrower during the fiscal quarter ending June 30, 1997
               in connection with the IBM royalty settlement and (ii)
               $32,000,000.

               "Eligible Assignee" shall mean (a) 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 $100,000,000; (b) a commercial
        bank organized under the laws of any other country or a political
        subdivision thereof and having a combined capital and surplus of at
        least $100,000,000, provided that such bank is acting through a branch
        or agency located in the United States; or (c) a Person that is (i) a
        Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender
        is a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary.

               "Employee Benefit Plan" shall mean any employee benefit plan
        within the meaning of section 3(3) of ERISA maintained or contributed to
        by Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

               "Environmental Laws" shall mean the Clean Air Act, 42 U.S.C.
        Section 7401 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.
        Section 1251 et seq.; the Resource Conservation and Recovery Act of
        1976, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environment
        Response, Compensation and Liability Act of 1980 (including the
        Superfund Amendments and Reauthorization Act of 1986, "CERCLA"), 42
        U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, 15 U.S.C.
        Section 2601 et seq.; the Occupational Safety and Health Act, 29 U.S.C.
        Section 651; the Emergency Planning and Community Right-to-Know Act of
        1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of
        1977, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42
        U.S.C. Section 300f et seq.; and all other Governmental Rules relating
        to the protection of human health and the environment, including all
        Governmental Rules pertaining to the reporting, licensing, permitting,
        transportation, storage, disposal, investigation or remediation of
        emissions, discharges, releases, or threatened releases of Hazardous
        Materials into the air, surface water, groundwater, or land, or relating
        to the manufacture, processing, distribution, use, treatment, storage,
        disposal, transportation or handling of Hazardous Materials.

               "Equity Securities" of any Person shall mean (a) all common
        stock, preferred stock, participations, shares, partnership interests or
        other equity interests in and of such Person (regardless of how
        designated and whether or not voting or non-voting) and (b) all
        warrants, options and other rights to acquire any of the foregoing.

               "ERISA" shall mean the Employee Retirement Income Security Act of
        1974, as the same may from time to time be amended or supplemented,
        including any rules or regulations issued in connection therewith.



                                        7


<PAGE>   12
               "ERISA Affiliate" shall mean any Person which is treated as a
        single employer with Borrower under Section 414 of the IRC.

               "Euro-Dollar Lending Office" shall mean, with respect to any
        Lender, (a) initially, its office designated as such in Part B of
        Schedule I (or, in the case of any Lender which becomes a Lender by an
        assignment pursuant to Subparagraph 8.05(c), its office designated as
        such in the applicable Assignment Agreement) and (b) subsequently, such
        other office or offices as such Lender may designate to Agent as the
        office at which such Lender's LIBOR Loans will thereafter be maintained
        and for the account of which all payments of principal of, and interest
        on, such Lender's LIBOR Loans will thereafter be made.

               "Event of Default" shall have the meaning given to that term in
        Paragraph 6.01.

               "Extension Request" shall have the meaning given to that term in
        Subparagraph 2.01(h).

               "Federal Funds Rate" shall mean, for any day, the rate per annum
        set forth in the weekly statistical release designated as H.15(519), or
        any successor publication, published by the Federal Reserve Board
        (including any such successor publication, "H.15 (519)") for such day
        opposite the caption "Federal Funds (Effective)". If on any relevant
        day, such rate is not yet published in H.15 (519), the rate for such day
        shall be the rate set forth in the daily statistical release designated
        as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or
        any successor publication, published by the Federal Reserve Bank of New
        York (including any such successor publication, the "Composite 3:30 p.m.
        Quotations") for such day under the caption "Federal Funds Effective
        Rate". If on any relevant day, such rate is not yet published in either
        H.15 (519) or the Composite 3:30 p.m. Quotations, the rate for such day
        shall be the arithmetic means, as determined by Agent, of the rates
        quoted to Agent for such day by three (3) Federal funds brokers of
        recognized standing selected by Agent.

               "Federal Reserve Board" shall mean the Board of Governors of the
        Federal Reserve System.

               Financial Standby Letter of Credit" shall have the meaning given
        to that term in Section III.D.1.d. of Appendix A to Regulation Y issued
        by the Federal Reserve Board.

               "Financial Statements" shall mean, with respect to any accounting
        period for any Person, statements of income, shareholders' equity and
        cash flows of such Person for such period, and a balance sheet of such
        Person as of the end of such period, setting forth in each case in
        comparative form figures for the corresponding period in the preceding
        fiscal year if such period is less than a full fiscal year or, if such
        period is a full fiscal year, corresponding figures from the preceding
        annual audit, all prepared in reasonable detail and in accordance with
        GAAP.



                                        8


<PAGE>   13
               "Fixed Charge Coverage Ratio" shall mean, with respect to
        Borrower for any period, the ratio, determined on a consolidated basis
        in accordance with GAAP, of:

                      (a) The sum of (i) Borrower's EBITDA for such period plus
               (ii) to the extent deducted in calculating such EBITDA for such
               period, all operating lease and "synthetic" lease payments of
               Borrower and its Subsidiaries for such period;

                                          to

                      (b) The sum of (i) to the extent deducted in calculating
               such EBITDA for such period, all Interest Expenses of Borrower
               and its Subsidiaries for such period, plus (ii) to the extent
               deducted in calculating such EBITDA for such period, all
               operating lease and "synthetic" lease payments of Borrower and
               its Subsidiaries for such period, plus (iii) the aggregate
               principal amount of all long-term Indebtedness of Borrower and
               its Subsidiaries that matures during the consecutive four-quarter
               period immediately following such period, plus (iv) twenty
               percent (20%) of the Outstanding Credit on the last day of such
               period;

        Provided, however, that, in calculating Borrower's Fixed Charge Coverage
        Ratio for the quarter ending on March 31, 1999, the consecutive
        two-quarter period ending on June 30, 1999 and the consecutive
        three-quarter period ending on September 30, 1999, the amounts to be
        used in clauses (a)(i), (a)(ii), (b)(i) and (b)(ii) shall be the actual
        respective amounts for such periods annualized.

               "GAAP" shall mean generally accepted accounting principles and
        practices as in effect in the United States of America from time to
        time, consistently applied.

               "Governmental Authority" shall mean any domestic or foreign
        national, state or local government, any political subdivision thereof,
        any department, agency, authority or bureau of any of the foregoing, or
        any other entity exercising executive, legislative, judicial, regulatory
        or administrative functions of or pertaining to government, including,
        without limitation, the Federal Deposit Insurance Corporation, the
        Federal Reserve Board, the Comptroller of the Currency, any central bank
        or any comparable authority.

               "Governmental Charges" shall mean, with respect to any Person,
        all levies, assessments, fees, claims or other charges imposed by any
        Governmental Authority upon such Person or any of its property or
        otherwise payable by such Person.

               "Governmental Rule" shall mean any law, rule, regulation,
        ordinance, order, code interpretation, judgment, decree, directive,
        guidelines, policy or similar form of decision of any Governmental
        Authority.

               "Guaranty Obligation" shall mean, with respect to any Person, any
        direct or indirect liability of that Person with respect to any
        indebtedness, lease, dividend, letter of credit or other obligation (the
        "primary obligations") of another Person (the "primary obligor"),
        including any obligation of that Person, whether or not contingent, (a)
        to


                                        9


<PAGE>   14
        purchase, repurchase or otherwise acquire such primary obligations or
        any property constituting direct or indirect security therefor, or (b)
        to advance or provide funds (i) for the payment or discharge of any such
        primary obligation, or (ii) to maintain working capital or equity
        capital of the primary obligor or otherwise to maintain the net worth or
        solvency or any balance sheet item, level of income or financial
        condition of the primary obligor, or (c) to purchase property,
        securities or services primarily for the purpose of assuring the owner
        of any such primary obligation of the ability of the primary obligor to
        make payment of such primary obligation, or (d) otherwise to assure or
        hold harmless the holder of any such primary obligation against loss in
        respect thereof. The amount of any Guaranty Obligation shall be deemed
        equal to the stated or determinable amount of the primary obligation in
        respect of which such Guaranty Obligation is made or, if not stated or
        if indeterminable, the maximum reasonably anticipated liability in
        respect thereof.

               "Hazardous Materials" shall mean all pollutants, contaminants and
        other materials, substances and wastes which are hazardous, toxic,
        caustic, harmful or dangerous to human health or the environment,
        including petroleum and petroleum products and byproducts, radioactive
        materials, asbestos, polychlorinated biphenyls and all materials,
        substances and wastes which are classified or regulated as "hazardous,"
        "toxic" or similar descriptions under any Environmental Law.

               "Indebtedness" of any Person shall mean, without duplication:

                      (a) All obligations of such Person evidenced by notes,
               bonds, debentures or other similar instruments and all other
               obligations of such Person for borrowed money (including
               obligations to repurchase receivables and other assets sold with
               recourse);

                      (b) All obligations of such Person for the deferred
               purchase price of property or services (including obligations
               under letters of credit and other credit facilities which secure
               or finance such purchase price and obligations under "synthetic"
               leases);

                      (c) All obligations of such Person under conditional sale
               or other title retention agreements with respect to property
               acquired by such Person (to the extent of the value of such
               property if the rights and remedies of the seller or lender under
               such agreement in the event of default are limited solely to
               repossession or sale of such property);

                      (d) All obligations of such Person as lessee under or with
               respect to Capital Leases;

                      (e) All obligations of such Person, contingent or
               otherwise, under or with respect to Surety Instruments;

                      (f) All obligations of such Person, contingent or
               otherwise, under or with respect to Rate Contracts;



                                       10


<PAGE>   15
                      (g) All Guaranty Obligations of such Person with respect
               to the obligations of other Persons of the types described in
               clauses (a) - (f) above and all other Contingent Obligations of
               such Person; and

                      (h) All obligations of other Persons of the types
               described in clauses (a) - (f) above to the extent secured by (or
               for which any holder of such obligations has an existing right,
               contingent or otherwise, to be secured by) any Lien in any
               property (including accounts and contract rights) of such Person,
               even though such Person has not assumed or become liable for the
               payment of such obligations.

               "Interest Expenses" shall mean, with respect to Borrower and its
        Subsidiaries for any period, the sum, determined on a consolidated basis
        in accordance with GAAP, of (a) all interest accrued on the Indebtedness
        of Borrower and its Subsidiaries during such period (including interest
        attributable to Capital Leases and imputed interest on zero-coupon,
        original issue discount and other similar instruments) and (b) all
        letter of credit fees payable by Borrower and its Subsidiaries accrued
        during such period.

               "Interest Period" shall mean, with respect to any LIBOR Loan, the
        time period selected by Borrower pursuant to Subparagraph 2.01(b) or
        Subparagraph 2.01(d) which commences on the first day of such Loan or
        the effective date of any conversion and ends on the last day of such
        time period, and thereafter, each subsequent time period selected by
        Borrower pursuant to Subparagraph 2.01(e) which commences on the last
        day of the immediately preceding time period and ends on the last day of
        that time period.

               "Investment" of any Person shall mean any loan or advance of
        funds by such Person to any other Person (other than advances to
        employees of such Person for moving and travel expenses, drawing
        accounts and similar expenditures in the ordinary course of business),
        any purchase or other acquisition of any Equity Securities or
        Indebtedness of any other Person, any capital contribution by such
        Person to or any other investment by such Person in any other Person;
        provided, however, that Investments shall not include (a) accounts
        receivable or other indebtedness owed by customers of such Person which
        are current assets and arose from sales of inventory in the ordinary
        course of such Person's business or (b) prepaid expenses of such Person
        incurred and prepaid in the ordinary course of business.

               "IRC" shall mean the Internal Revenue Code of 1986.

               "Issuing Bank" shall have the meaning given to that term in
        Subparagraph 2.02(a).

               "LC Application" shall have the meaning given to that term in
        Subparagraph 2.02(b).

               "LC Commitment" shall mean Ten Million Dollars ($10,000,000).



                                       11


<PAGE>   16
               "LC Facility Expiration Date" shall have the meaning given to 
        that term in Subparagraph 2.02(a).

               "LC Issuance Fees" shall have the meaning given to that term in
        Subparagraph 2.04(c).

               "LC Usage Fees" shall have the meaning given to that term in
        Subparagraph 2.04(c).

               "LC Usage Fee Rate" shall mean (a) with respect to any Financial
        Standby Letter of Credit during any Pricing Period, the per annum rate
        for Financial Letters of Credit during such Pricing Period determined
        pursuant to the Pricing Grid and (b) with respect to any Performance
        Standby Letter of Credit during any Pricing Period, the per annum rate
        for Performance Letters of Credit during such Pricing Period determined
        pursuant to the Pricing Grid.

               "Lender Parties" shall mean Lenders, Agent and Issuing Bank.

               "Lenders" shall have the meaning given to that term in clause (2)
        of the introductory paragraph hereof.

               "Letter of Credit" shall have the meaning given to that term in
        Subparagraph 2.02(a).

               "Leverage Ratio" shall mean, with respect to Borrower at any
        time, the ratio, determined on a consolidated basis in accordance with
        GAAP, of (a) the Senior Indebtedness of Borrower and its Subsidiaries at
        such time to (b) the Total Capital of Borrower and its Subsidiaries at
        such time.

               "LIBO Rate" shall mean, with respect to any Interest Period for
        the LIBOR Loans in any Borrowing consisting of LIBOR Loans, a rate per
        annum equal to the quotient (rounded upward if necessary to the nearest
        1/100 of one percent) of (a) the arithmetic mean (rounded upward if
        necessary to the nearest 1/16 of one percent) of the rates per annum
        appearing on the Telerate Page 3750 (or any successor publication) on
        the second Business Day prior to the first day of such Interest Period
        at or about 11:00 A.M. (London time) (for delivery on the first day of
        such Interest Period) for a term comparable to such Interest Period,
        divided by (b) one minus the Reserve Requirement for such Loans in
        effect from time to time. If for any reason rates are not available as
        provided in clause (a) of the preceding sentence, the rate to be used in
        clause (a) shall be the rate per annum at which Dollar deposits are
        offered to Agent in the London interbank eurodollar currency market on
        the second Business Day prior to the commencement of such Interest
        Period at or about 10:00 A.M. (New York time) (for delivery on the first
        day of such Interest Period) in an amount substantially equal to Agent's
        Proportionate Share of such Borrowing and for a term comparable to such
        Interest Period. The LIBO Rate shall be adjusted automatically as to all
        LIBOR Loans then outstanding as of the effective date of any change in
        the Reserve Requirement.



                                       12


<PAGE>   17
               "LIBOR Loan" shall mean, at any time, a Loan which then bears
        interest as provided in clause (ii) of Subparagraph 2.01(c).

               "Lien" shall mean, with respect to any property, any security
        interest, mortgage, pledge, lien, charge or other encumbrance in, of, or
        on such property or the income therefrom, including, without limitation,
        the interest of a vendor or lessor under a conditional sale agreement,
        Capital Lease or other title retention agreement, or any agreement to
        provide any of the foregoing, and the filing of any financing statement
        or similar instrument under the Uniform Commercial Code or comparable
        law of any jurisdiction.

               "Loan" shall have the meaning given to that term in Subparagraph
        2.01(a).

               "Loan Account" shall have the meaning given to that term in
        Subparagraph 2.07(a).

               "Margin Stock" shall have the meaning given to that term in
        Regulation U issued by the Federal Reserve Board.

               "Material Adverse Effect" shall mean a material adverse effect on
        (a) the business, assets, operations, prospects or financial or other
        condition of Borrower and its Subsidiaries, taken as a whole; (b) the
        ability of Borrower to pay or perform the Obligations in accordance with
        the terms of this Agreement and the other Credit Documents; or (c) the
        rights and remedies of any Lender Party under this Agreement, the other
        Credit Documents or any related document, instrument or agreement.

               "Material Subsidiary" shall mean SVGL, SVGIS, Tinsley, and any
        other Subsidiary which at any time has assets with a book value equal to
        or greater than ten percent (10%) of the total consolidated assets of
        Borrower and its Subsidiaries and any Subsidiary which owns more than
        ten percent (10%) of the capital stock of any Material Subsidiary.

               "maturity" shall mean, with respect to any Loan, Reimbursement
        Payment, interest, fee or other amount payable by Borrower under this
        Agreement or the other Credit Documents, the date such Loan,
        Reimbursement Payment, interest, fee or other amount becomes due,
        whether upon the stated maturity or due date, upon acceleration or
        otherwise.

               "Maturity Date" shall mean June 30, 2001 or, if such date is
        extended from time to time pursuant to Subparagraph 2.01(h), any later
        date to which so extended.

               "Multiemployer Plan" shall mean any multiemployer plan within the
        meaning of section 3(37) of ERISA maintained or contributed to by
        Borrower or any ERISA Affiliate.



                                       13


<PAGE>   18
               "Net Proceeds" shall mean, with respect to any issuance of Equity
        Securities by Borrower or any of its Subsidiaries, the aggregate
        consideration received by Borrower or such Subsidiary from such issuance
        less the sum of the actual amount of the reasonable fees and commissions
        payable to Persons other than Borrower or any Affiliate of Borrower and
        the other reasonable costs and expenses (including reasonable legal
        expenses) directly related to such issuance that are to be paid by
        Borrower or any of its Subsidiaries.

               "Note" shall have the meaning given to that term in Subparagraph
        2.07(b).

               "Notice of Borrowing" shall have the meaning given to that term
        in Subparagraph 2.01(b).

               "Notice of Conversion" shall have the meaning given to that term
        in Subparagraph 2.01(d).

               "Notice of Interest Period Selection" shall have the meaning
        given to that term in Subparagraph 2.01(e).

               "Obligations" shall mean and include, with respect to Borrower,
        all loans, advances, debts, liabilities, and obligations, howsoever
        arising, owed by Borrower to any Lender Party of every kind and
        description (whether or not evidenced by any note or instrument and
        whether or not for the payment of money), direct or indirect, absolute
        or contingent, due or to become due, now existing or hereafter arising
        pursuant to the terms of this Agreement or any of the other Credit
        Documents, including without limitation all interest, fees, charges,
        expenses, attorneys' fees and accountants' fees chargeable to Borrower
        or payable by Borrower hereunder or thereunder.

               "Outstanding Credit" shall mean, at any time, the sum of (a) the
        aggregate principal amount of all Loans outstanding at such time, (b)
        the aggregate amount available for drawing under all Letters of Credit
        outstanding at such time and (c) the aggregate amount of all
        Reimbursement Obligation outstanding at such time.

               "Participant" shall have the meaning given to that term in
        Subparagraph 8.05(b).

               "PBGC" shall mean the Pension Benefit Guaranty Corporation.

               Performance Standby Letter of Credit" shall have the meaning
        given to that term in Section III.D.1.d. of Appendix A to Regulation Y
        issued by the Federal Reserve Board.

               "Permitted Indebtedness" shall have the meaning given to that
        term in Subparagraph 5.02(a).

               "Permitted Liens" shall have the meaning given to that term in
        Subparagraph 5.02(b).



                                       14


<PAGE>   19
               "Person" shall mean and include an individual, a partnership, a
        corporation (including a business trust), a joint stock company, an
        unincorporated association, a limited liability company, a joint
        venture, a trust or other entity or a Governmental Authority.

               "Pricing Grid" shall mean Schedule II.

               "Pricing Period" shall mean (a) the period commencing on the date
        of this Agreement and ending on June 30, 1998, (b) the three-calendar
        month period commencing July 1, 1998 and ending September 30, 1998 and
        (c) each consecutive three-calendar month period thereafter which
        commences on the day following the last day of the immediately preceding
        three-calendar month period and ends on the last day of that time
        period.

               "Prime Rate" shall mean the per annum rate publicly announced by
        ABN AMRO from time to time at its office in Chicago, Illinois as its
        "prime rate". The Prime Rate is determined by ABN AMRO from time to time
        as a means of pricing credit extensions to some customers and is neither
        directly tied to any external rate of interest or index nor necessarily
        the lowest rate of interest charged by ABN AMRO at any given time for
        any particular class of customers or credit extensions. Any change in
        the Base Rate resulting from a change in the Prime Rate shall become
        effective on the Business Day on which each change in the Prime Rate
        occurs.

               "Prior Credit Agreement" shall mean the Credit Agreement dated as
        of December 7, 1995 among Borrower, SVG Lithography Systems, Inc., the
        financial institutions parties thereto and ABN AMRO, as agent for such
        financial institutions.

               "Proportionate Share" shall mean:

                      (a) With respect to any Lender at any time prior to the
               Maturity Date, the ratio (expressed as a percentage rounded to
               the eighth digit to the right of the decimal point) of (i) such
               Lender's Commitment at such time to (ii) the Total Commitment at
               such time; and

                      (b) With respect to any Lender at any time after the
               Maturity Date, the ratio (expressed as a percentage rounded to
               the eighth digit to the right of the decimal point) of (i) such
               Lender's Commitment on the Maturity Date to (ii) the Total
               Commitment on the Maturity Date.

        The initial Proportionate Share of each Lender is set forth under the
        caption "Proportionate Share" opposite such Lender's name on Part A of
        Schedule I.

               "Quick Ratio" shall mean, with respect to Borrower at any time,
        the ratio, determined on a consolidated basis in accordance with GAAP,
        of:



                                       15


<PAGE>   20
                      (a) The remainder at such time of (i) the sum of (A) all
               cash of Borrower and its Subsidiaries, (B) the current market
               value of all cash equivalents of Borrower and its Subsidiaries
               and (C) all accounts receivable of Borrower and its Subsidiaries
               (net of all reserves therefor) minus (ii) to the extent included
               in the foregoing sum, the sum of all cash, cash equivalents and
               accounts receivable of Borrower and its Subsidiaries that are
               subject to a Lien or otherwise restricted;

                                          to

                      (b) The sum at such time of (i) the current liabilities of
               Borrower and its Subsidiaries and (ii) to the extent not included
               in such current liabilities, the Outstanding Credit at such time;

        Provided, however, that, in calculating the Quick Ratio of Borrower for
        any date on or prior to September 30, 1998, only fifty percent (50%) of
        the Outstanding Credit shall be included under clause (b)(ii) above.

               "Rate Contracts" shall mean swap agreements (as that term is
        defined in Section 101 of the Federal Bankruptcy Reform Act of 1978, as
        amended) and any other agreements or arrangements designed to provide
        protection against fluctuations in interest or currency exchange rates.

               "Reimbursement Obligation" shall have the meaning given to that
        term in Subparagraph 2.02(c).

               "Reimbursement Payment" shall have the meaning given to that term
        in Subparagraph 2.02(c).

               "Register" shall have the meaning given to that term in
        Subparagraph 8.05(d).

               "Reportable Event" shall have the meaning given to that term in
        ERISA and applicable regulations thereunder.

               "Required Lenders" shall mean, at any time, Lenders whose
        Proportionate Shares then equal or exceed sixty-six and two-thirds
        percent (66 2/3%), except at any time any Lender is a Defaulting Lender.
        At any time any Lender is a Defaulting Lender, all Defaulting Lenders
        shall be excluded in determining "Required Lenders", and "Required
        Lenders" shall mean non-defaulting Lenders having total Commitments that
        then equal or exceed sixty-six and two-thirds percent (66 2/3%) of the
        total Commitments of all non-defaulting Lenders.

               "Requirement of Law" applicable to any Person shall mean (a) the
        Articles or Certificate of Incorporation and By-laws, Partnership
        Agreement or other organizational or governing documents of such Person,
        (b) any Governmental Rule applicable to such Person, (c) any license,
        permit, approval or other authorization granted by any Governmental
        Authority to or for the benefit of such Person or (d) any judgment,


                                       16


<PAGE>   21
        decision or determination of any Governmental Authority or arbitrator,
        in each case applicable to or binding upon such Person or any of its
        property or to which such Person or any of its property is subject.

               "Reserve Requirement" shall mean, with respect to any day in an
        Interest Period for a LIBOR Loan, the aggregate of the reserve
        requirement rates (expressed as a decimal) in effect on such day for
        eurocurrency funding (currently referred to as "Eurocurrency
        liabilities" in Regulation D of the Federal Reserve Board) maintained by
        a member bank of the Federal Reserve System. As used herein, the term
        "reserve requirement" shall include, without limitation, any basic,
        supplemental or emergency reserve requirements imposed on any Lender by
        any Governmental Authority.

               "Senior Indebtedness" shall mean, with respect to Borrower and
        its Subsidiaries at any time, the remainder, determined on a
        consolidated basis in accordance with GAAP, of (a) the total
        Indebtedness of Borrower and its Subsidiaries at such time minus (b) the
        total Subordinated Indebtedness of Borrower and its Subsidiaries at such
        time.

               "Solvent" shall mean, with respect to any Person on any date,
        that on such date (a) the fair value of the property of such Person is
        greater than the fair value of the liabilities (including contingent,
        subordinated, matured and unliquidated liabilities) of such Person, (b)
        the present fair saleable value of the assets of such Person is greater
        than the amount that will be required to pay the probable liability of
        such Person on its debts as they become absolute and matured, (c) such
        Person does not intend to, and does not believe that it will, incur
        debts or liabilities beyond such Person's ability to pay as such debts
        and liabilities mature and (d) such Person is not engaged in or about to
        engage in business or transactions for which such Person's property
        would constitute an unreasonably small capital.

               "Subordinated Indebtedness" shall mean Indebtedness which is
        unsecured and subordinated to the Obligations on terms reasonably
        acceptable to Agent and the Required Lenders.

               "Subsidiary" of any Person shall mean (a) any corporation of
        which more than 50% of the issued and outstanding Equity Securities
        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) 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, (b) any partnership, joint venture,
        limited liability company or other association of which more than 50% of
        the equity interest having the power to vote, direct or control the
        management of such partnership, joint venture or other association is at
        the time owned and controlled by such Person, by such Person and one or
        more of the other Subsidiaries or by one or more of such Person's other
        Subsidiaries or (c) any other Person included in the Financial
        Statements of such Person on a consolidated basis.



                                       17


<PAGE>   22
               "Surety Instruments" shall mean all letters of credit (including
        standby and commercial), banker's acceptances, bank guaranties, shipside
        bonds, surety bonds and similar instruments.

               "SVGL" shall mean SVG Lithography Systems, Inc., a Delaware
        corporation.

               "SVGIS" shall mean SVG International Service, a California
        corporation.

               "Tangible Net Worth" shall mean, with respect to Borrower at any
        time, the remainder at such time, determined on a consolidated basis in
        accordance with GAAP, of (a) the total assets of Borrower and its
        Subsidiaries minus (b) the sum (without limitation and without
        duplication of deductions) of (i) the total liabilities of Borrower and
        its Subsidiaries, (ii) all reserves established by Borrower and its
        Subsidiaries for anticipated losses and expenses (to the extent not
        deducted in calculating total assets in clause (a) above), and (iii) all
        intangible assets of Borrower and its Subsidiaries (to the extent
        included in calculating total assets in clause (a) above), including,
        without limitation, goodwill (including any amounts, however designated
        on the balance sheet, representing the cost of acquisition of businesses
        and investments in excess of underlying tangible assets), trademarks,
        trademark rights, trade name rights, copyrights, patents, patent rights,
        licenses, unamortized debt discount, marketing expenses, organizational
        expenses, non-compete agreements and deferred research and development.

               "Taxes" shall have the meaning given to such term in Subparagraph
        2.11(a).

               "Tinsley" shall mean Tinsley Laboratories, Inc., a California
        corporation.

               "Total Capital" shall mean, with respect to Borrower at any time,
        the sum, determined on a consolidated basis in accordance with GAAP, of
        (a) the total Indebtedness of Borrower and its Subsidiaries (including
        Subordinated Indebtedness) at such time plus (b) the stockholders'
        equity of Borrower and its Subsidiaries at such time.

               "Total Commitment" shall mean, at any time, One Hundred, Fifty
        Million Dollars ($150,000,000) or, if such amount is reduced pursuant to
        Subparagraph 2.03(b), the amount to which so reduced and in effect at
        such time.

               "Type" shall mean, with respect to any Loan or Borrowing at any
        time, the classification of such Loan or Borrowing by the type of
        interest rate it then bears, whether an interest rate based upon the
        Base Rate or the LIBO Rate.

               "UCP" shall have the meaning given to that term in Subparagraph
        2.02(a).

               "Unused Commitment" shall mean, at any time, the remainder of (a)
        the Total Commitment at such time minus (b) the sum of (i) the aggregate
        principal amount of all Loans outstanding at such time plus (ii) the
        aggregate amount of all Letters of Credit outstanding at such time.



                                       18


<PAGE>   23
     1.02. GAAP. Unless otherwise indicated in this Agreement or any other
Credit Document, all accounting terms used in this Agreement or any other Credit
Document shall be construed, and all accounting and financial computations
hereunder or thereunder shall be computed, in accordance with GAAP. If GAAP
changes during the term of this Agreement such that any covenants contained
herein would then be calculated in a different manner or with different
components, Borrower, Lenders and Agent agree to negotiate in good faith to
amend this Agreement in such respects as are necessary to conform those
covenants as criteria for evaluating Borrower's financial condition to
substantially the same criteria as were effective prior to such change in GAAP;
provided, however, that, until Borrower, Lenders and Agent so amend this
Agreement, all such covenants shall be calculated in accordance with GAAP as in
effect immediately prior to such change.

     1.03. Headings. Headings in this Agreement and each of the other Credit
Documents are for convenience of reference only and are not part of the
substance hereof or thereof.

     1.04. Plural Terms. All terms defined in this Agreement or any other Credit
Document in the singular form shall have comparable meanings when used in the
plural form and vice versa.

     1.05. Time. All references in this Agreement and each of the other Credit
Documents to a time of day shall mean San Francisco, California time, unless
otherwise indicated.

     1.06. Governing Law. Unless otherwise expressly provided in any Credit
Document, this Agreement and each of the other Credit Documents shall be
governed by and construed in accordance with the laws of the State of California
without reference to conflicts of law rules.

     1.07. Construction. This Agreement is the result of negotiations among, and
has been reviewed by, Borrower, each Lender, Agent and their respective counsel.
Accordingly, this Agreement shall be deemed to be the product of all parties
hereto, and no ambiguity shall be construed in favor of or against Borrower, any
Lender or Agent.

     1.08. Entire Agreement. This Agreement and each of the other Credit
Documents, taken together, constitute and contain the entire agreement of
Borrower, Lenders and Agent and supersede any and all prior agreements,
negotiations, correspondence, understandings and communications among the
parties, whether written or oral, respecting the subject matter hereof
(including the commitment letter dated as of April 16, 1998 between Borrower and
Agent but excluding the Agent's Fee Letter).

     1.09. Calculation of Interest and Fees. All calculations of interest and
fees under this Agreement and the other Credit Documents for any period (a)
shall include the first day of such period and exclude the last day of such
period and (b) shall be calculated on the basis of a year of 360 days for actual
days elapsed, except that during any period any Loan bears interest based upon
the Prime Rate, such interest shall be calculated on the basis of a year of 365
or 366 days, as appropriate, for actual days elapsed.

     1.10. References.



                                       19


<PAGE>   24
               (a) References in this Agreement to "Recitals," "Sections,"
        "Paragraphs," "Subparagraphs," "Exhibits" and "Schedules" are to
        recitals, sections, paragraphs, subparagraphs, exhibits and schedules
        therein and thereto unless otherwise indicated.

               (b) References in this Agreement or any other Credit Document to
        any document, instrument or agreement (i) shall include all exhibits,
        schedules and other attachments thereto, (ii) shall include all
        documents, instruments or agreements issued or executed in replacement
        thereof if such replacement is permitted hereby, and (iii) shall mean
        such document, instrument or agreement, or replacement or predecessor
        thereto, as amended, modified and supplemented from time to time and in
        effect at any given time if such amendment, modification or supplement
        is permitted hereby.

               (c) References in this Agreement or any other Credit Document to
        any Governmental Rule (i) shall include any successor Governmental Rule,
        (ii) shall include all rules and regulations promulgated under such
        Governmental Rule (or any successor Governmental Rule), and (iii) shall
        mean such Governmental Rule (or successor Governmental Rule) and such
        rules and regulations, as amended, modified, codified or reenacted from
        time to time and in effect at any given time.

               (d) References in this Agreement or any other Credit Document to
        any Person in a particular capacity (i) shall include any permitted
        successors to and assigns of such Person in that capacity and (ii) shall
        exclude such Person individually or in any other capacity.

     1.11. Other Interpretive Provisions. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement or any other
Credit Document shall refer to this Agreement or such other Credit Document, as
the case may be, as a whole and not to any particular provision of this
Agreement or such other Credit Document, as the case may be. The words "include"
and "including" and words of similar import when used in this Agreement or any
other Credit Document shall not be construed to be limiting or exclusive. In the
event of any inconsistency between the terms of this Agreement and the terms of
any other Credit Document, the terms of this Agreement shall govern.


SECTION II.

                                       20


<PAGE>   25
CREDIT FACILITIES.

        2.01. Loan Facility.

               (a) Loan Availability. Subject to the terms and conditions of
        this Agreement (including the amount limitations set forth in Paragraph
        2.03), each Lender severally agrees to advance to Borrower from time to
        time during the period beginning on the Closing Date and ending on the
        Maturity Date such loans as Borrower may request under this Paragraph
        2.01 (individually, a "Loan"); provided, however, that (i) the aggregate
        principal amount of all Loans made by such Lender at any time
        outstanding shall not exceed such Lender's Commitment at such time and
        (ii) the aggregate principal amount of all Loans made by all Lenders at
        any time outstanding shall not exceed the Total Commitment at such time.
        All Loans shall be made on a pro rata basis by Lenders in accordance
        with their respective Proportionate Shares, with each Borrowing to be
        comprised of a Loan by each Lender equal to such Lender's Proportionate
        Share of such Borrowing. Except as otherwise provided herein, Borrower
        may borrow, repay and reborrow Loans until the Maturity Date.

               (b) Notice of Borrowing. Borrower shall request each Borrowing by
        delivering to Agent an irrevocable written notice in the form of Exhibit
        A, appropriately completed (a "Notice of Borrowing"), which specifies,
        among other things:

                      (i) The principal amount of the requested Borrowing, which
               shall be in the amount of (A) $1,000,000 or an integral multiple
               of $100,000 in excess thereof in the case of a Borrowing
               consisting of Base Rate Loans; or (B) $1,000,000 or an integral
               multiple of $500,000 in excess thereof in the case of a Borrowing
               consisting of LIBOR Loans;

                      (ii) Whether the requested Borrowing is to consist of Base
               Rate Loans or LIBOR Loans;

                      (iii) If the requested Borrowing is to consist of LIBOR
               Loans, the initial Interest Period selected by Borrower for such
               LIBOR Loans in accordance with Subparagraph 2.01(e); and

                      (iv) The date of the requested Borrowing, which shall be a
               Business Day;

        Provided, however, that all Borrowings made during the period commencing
        on the date of this Agreement and ending three (3) Business Days
        thereafter shall consist solely of Base Rate Loans. Borrower shall give
        each Notice of Borrowing to Agent at least three (3) Business Days
        before the date of the requested Borrowing in the case of a Borrowing
        consisting of LIBOR Loans and at least one (1) Business Day before the
        date of the requested Borrowing in the case of a Borrowing consisting of
        Base Rate Loans. Each Notice of Borrowing shall be delivered by
        first-class mail or facsimile to Agent at the office or facsimile number
        and during the hours specified in Paragraph 8.01; provided,



                                       21
<PAGE>   26
        however, that Borrower shall promptly deliver to Agent the original of
        any Notice of Borrowing initially delivered by facsimile. Agent shall
        promptly notify each Lender of the contents of each Notice of Borrowing
        and of the amount and Type of (and, if applicable, the Interest Period
        for) each Loan to be made by such Lender as part of the requested
        Borrowing.

               (c) Loan Interest Rates. Borrower shall pay interest on the
        unpaid principal amount of each Loan from the date of such Loan until
        the maturity thereof, at one of the following rates per annum:

                      (i) During such periods as such Loan is a Base Rate Loan,
               at a rate per annum equal to the Base Rate plus the Applicable
               Margin therefor, such rate to change from time to time as the
               Applicable Margin or Base Rate shall change; and

                      (ii) During such periods as such Loan is a LIBOR Loan, at
               a rate per annum equal at all times during each Interest Period
               for such LIBOR Loan to the LIBO Rate for such Interest Period
               plus the Applicable Margin therefor, such rate to change from
               time to time during such Interest Period as the Applicable Margin
               shall change.

        All Loans in each Borrowing shall, at any given time prior to maturity,
        bear interest at one, and only one, of the above rates. The number of
        Borrowings consisting of LIBOR Loans shall not exceed ten (10) at any
        time.

               (d) Conversion of Loans. Borrower may convert any Borrowing from
        one Type of Borrowing to the other Type; provided, however, that any
        conversion of a Borrowing consisting of LIBOR Loans into a Borrowing
        consisting of Base Rate Loans shall be made on, and only on, the last
        day of an Interest Period for such LIBOR Loans. Borrower shall request
        such a conversion by an irrevocable written notice to Agent in the form
        of Exhibit B, appropriately completed (a "Notice of Conversion"), which
        specifies, among other things:

                      (i)   The Borrowing which is to be converted;

                      (ii)  The Type of Borrowing into which such Borrowing 
               is to be converted;

                      (iii) If such Borrowing is to be converted into a
               Borrowing consisting of LIBOR Loans, the initial Interest Period
               selected by Borrower for such LIBOR Loans in accordance with
               Subparagraph 2.01(e); and

                      (iv)  The date of the requested conversion, which shall be
               a Business Day.

        Borrower shall give each Notice of Conversion to Agent at least three
        (3) Business Days before the date of the requested conversion. Each
        Notice of Conversion shall be



                                       22


<PAGE>   27
        delivered by first-class mail or facsimile to Agent at the office or to
        the facsimile number and during the hours specified in Paragraph 8.01;
        provided, however, that Borrower shall promptly deliver to Agent the
        original of any Notice of Conversion initially delivered by facsimile.
        Agent shall promptly notify each Lender of the contents of each Notice
        of Conversion.

               (e)    LIBOR Loan Interest Periods.

                      (i) The initial and each subsequent Interest Period
               selected by Borrower for a Borrowing consisting of LIBOR Loans
               shall be one (1), two (2), three (3) or six (6) months; provided,
               however, that (A) any Interest Period which would otherwise end
               on a day which is not a Business Day shall be extended to the
               next succeeding Business Day unless such next Business Day falls
               in another calendar month, in which case such Interest Period
               shall end on the immediately preceding Business Day; (B) any
               Interest Period which begins on the last Business Day of a
               calendar month (or on a day for which there is no numerically
               corresponding day in the calendar month at the end of such
               Interest Period) shall end on the last Business Day of a calendar
               month; and (C) no Interest Period shall end after the Maturity
               Date.

                      (ii) Borrower shall notify Agent by an irrevocable written
               notice in the form of Exhibit C, appropriately completed (a
               "Notice of Interest Period Selection"), at least three (3)
               Business Days prior to the last day of each Interest Period for a
               Borrowing consisting of LIBOR Loans of the Interest Period
               selected by Borrower for the next succeeding Interest Period for
               such LIBOR Loans. Each Notice of Interest Period Selection shall
               be given by first-class mail or facsimile to the office or the
               facsimile number and during the hours specified in Paragraph
               8.01; provided, however, that Borrower shall promptly deliver to
               Agent the original of any Notice of Interest Period Selection
               initially delivered by facsimile. If Borrower fails to notify
               Agent of the next Interest Period for a Borrowing consisting of
               LIBOR Loans in accordance with this Subparagraph 2.01(e), such
               LIBOR Loans shall automatically convert to Base Rate Loans on the
               last day of the current Interest Period therefor.

               (f) Scheduled Loan Payments. Borrower shall repay the principal
        amount of the Loans on the Maturity Date. Borrower shall pay accrued
        interest on the unpaid principal amount of each Loan in arrears (i) in
        the case of a Base Rate Loan, on the last day in each March, June,
        September and December, (ii) in the case of a LIBOR Loan, on the last
        day of each Interest Period therefor (and, if any such Interest Period
        is longer than three (3) months, every three (3) months); and (iii) in
        the case of all Loans, upon prepayment (to the extent thereof) and at
        maturity.

               (g) Purpose. Borrower shall use the proceeds of the Loans for
        Borrower's general corporate purposes, including working capital and
        acquisitions.



                                       23
<PAGE>   28
               (h) Maturity Date Extensions. On or before the last Business Day
        which is six (6) months prior to each anniversary date of this
        Agreement, Borrower may request the Lenders to extend the Maturity Date
        for an additional one-year period; provided, however, that Borrower may
        request such an extension only twice. Borrower shall request each such
        extension by appropriately completing, executing and delivering to Agent
        a written request in the form of Exhibit D (an " Extension Request").
        Borrower understands that this Subparagraph 2.01(h) is included in this
        Agreement for Borrower's convenience in requesting extensions and
        acknowledges that neither Agent nor any other Lender Party has promised
        (either expressly or implicitly), or has any obligation or commitment,
        to extend the Maturity Date at any time. Agent shall promptly deliver to
        each Lender three (3) copies of each Extension Request received by
        Agent. If a Lender, in its sole and absolute discretion, consents to any
        Extension Request, such Lender shall evidence such consent by executing
        and returning two (2) copies of the Extension Request to Agent not later
        than the last Business Day which is five (5) months prior to the
        Maturity Date. Any failure by any Lender so to execute and return an
        Extension Request shall be deemed a denial thereof. If Borrower delivers
        an Extension Request to Agent pursuant to the first sentence of this
        Subparagraph 2.01(h), then not later than the last Business Day which is
        four (4) months days prior to the Maturity Date, Agent shall notify
        Borrower in writing whether (i) Agent has received a copy of the
        Extension Request executed by each Lender, in which case the definition
        of "Maturity Date" set forth in Schedule 3.01 shall be deemed amended as
        provided in the Extension Request as of the date of such written notice
        from Agent to Borrower, or (ii) Agent has not received a copy of the
        Extension Request executed by each Lender, in which case such Extension
        Request shall be deemed denied. Agent shall deliver to Borrower, with
        each written notice under clause (i) of the preceding sentence which
        notifies Borrower that Agent has received a Extension Request executed
        by each Lender, a copy of the Extension Request so executed by each
        Lender.

        2.02. Letter of Credit Facility.

               (a) Letter of Credit Availability. Subject to the terms and
        conditions of this Agreement (including the amount limitations set forth
        in Paragraph 2.03), ABN AMRO (in its capacity as the issuer of letters
        of credit under this Paragraph 2.02, "Issuing Bank") agrees to issue on
        behalf of Borrower from time to time during the period beginning on the
        Closing Date and ending on the date which is fifteen (15) days prior to
        the Maturity Date (the "LC Facility Expiration Date") such letters of
        credit as Borrower may request under this Paragraph 2.02 (individually,
        a "Letter of Credit"); provided, however, as follows:

                      (i) The aggregate amount available for drawing under all
               Letters of Credit at any time outstanding shall not the LC
               Commitment.

                      (ii) Each Letter of Credit shall be an irrevocable standby
               letter of credit that is either a Financial Standby Letter of
               Credit or a Performance Standby Letter of Credit.



                                       24
<PAGE>   29
                      (iii) Each Letter of Credit shall expire on or prior to
               the LC Facility Expiration Date.

                      (iv) Each Letter of Credit shall be governed by the
               Uniform Customs and Practices for Documentary Credits as most
               recently published by the International Chamber of Commerce (the
               "UCP") prior to the date of issuance of such Letter of Credit and
               the terms of the UCP are hereby incorporated by reference with
               respect to each Letter of Credit.

                      (v) Each Letter of Credit shall be in the minimum amount
               of $500,000.

                      (vi) Each Letter of Credit shall be in a form reasonably
               acceptable to Issuing Bank.

        Except as otherwise provided herein, Borrower may request Letters of
        Credit, cause or allow Letters of Credit to expire and request
        additional Letters of Credit until the LC Facility Expiration Date.

               (b) LC Application. Borrower shall request each Letter of Credit
        by delivering to Agent and Issuing Bank an irrevocable written
        application in a form reasonably acceptable to Issuing Bank,
        appropriately completed (an "LC Application"), which specifies, among
        other things:

                      (i) The stated amount of the requested Letter of Credit;

                      (ii) The name and address of the beneficiary of the
               requested Letter of Credit;

                      (iii) The expiration date of the requested Letter of
               Credit;

                      (iv) The documentary conditions for drawing under the
               requested Letter of Credit; and

                      (v) The date of issuance for the requested Letter of
               Credit, which shall be a Business Day.

        Borrower shall give each LC Application to Issuing Bank at least five
        (5) Business Days before the proposed date of issuance of the requested
        Letter of Credit. Each LC Application shall be delivered by first-class
        mail or facsimile to Agent and Issuing Bank at their respective offices
        or facsimile numbers and during the hours specified in Paragraph 8.01;
        provided, however, that Borrower shall promptly deliver to Issuing Bank
        the original of any LC Application initially delivered by facsimile.
        Agent shall promptly notify each Lender of the contents of each LC
        Application. In the event of any conflict between the terms of this
        Agreement and the terms of any LC Application, the terms of this
        Agreement shall control.



                                       25
<PAGE>   30
               (c) Disbursement and Reimbursement.

                      (i) Disbursement. Issuing Bank shall notify Borrower upon
               receipt by Issuing Bank of the presentment of any demand for
               payment under any Letter of Credit, together with notice of the
               amount of such payment and the date such payment is to be made.
               Subject to the terms and provisions of such Letter of Credit,
               Issuing Bank shall make such payment (a "Drawing Payment") to the
               appropriate beneficiary.

                      (ii) Time of Reimbursement. Not later than 11:00 a.m. on
               the day each Drawing Payment is to be made by Issuing Bank (if
               Borrower received notice from Issuing Bank pursuant to clause (i)
               of Subparagraph 2.02(c) prior to 9:00 a.m. on such day, or not
               later than 11:00 a.m. on the next Business Day if such notice is
               received after 9:00 a.m. on such day), Borrower shall make or
               cause to be made to Issuing Bank a payment in the amount of such
               Drawing Payment (a "Reimbursement Payment"); provided, however,
               that Borrower shall make such Reimbursement Payment to, or cause
               such Reimbursement Payment to be made to, Agent for the benefit
               of the Lenders if, prior to the time such Reimbursement
               Payment is made, Issuing Bank has notified Borrower that it has
               requested the Lenders pursuant to clause (ii) of Subparagraph
               2.02(d) to pay to Issuing Bank their respective Proportionate
               Shares of the Drawing Payment made by Issuing Bank. If any such
               Reimbursement Payment is made to Agent, Agent shall promptly pay
               to each Lender which has paid its Proportionate Share of the
               Drawing Payment, such Lender's Proportionate Share of the
               Reimbursement Payment and shall promptly pay to Issuing Bank the
               balance of such Reimbursement Payment.

                      (iii) Reimbursement Obligation Absolute. The obligation of
               Borrower to reimburse Issuing Bank or the Lenders, as the case
               may be, for Drawing Payments (such obligation to be referred to
               herein as a "Reimbursement Obligation") shall be absolute,
               unconditional and irrevocable, and shall be performed strictly in
               accordance with the terms of this Agreement under and without
               regard to any circumstances, including, without limitation (A)
               any lack of validity or enforceability of any of the Credit
               Documents, (B) the existence of any claim, setoff, defense or
               other right which Borrower may have at any time against any
               beneficiary or any transferee of any Letter of Credit (or any
               Persons for whom any such beneficiary or transferee may be
               acting), any Lender Party or any other Person, whether in
               connection with this Agreement, the transactions contemplated
               herein or in the other Credit Documents, or in any unrelated
               transaction, (C) any breach of contract or dispute between
               Borrower, any beneficiary or any transferee of any Letter of
               Credit (or any Persons for whom any such beneficiary or
               transferee may be acting), any Lender Party or any other Person,
               (D) any demand, statement or other document presented under any
               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 Issuing Bank under
               any



                                       26
<PAGE>   31
               Letter of Credit against presentation of a demand for payment
               which does not comply (but which appears on its face to comply)
               with the terms of such Letter of Credit, (F) any non-application
               or misapplication by any beneficiary or any transferee of any
               Letter of Credit (or any Persons for whom any such beneficiary or
               transferee may be acting) of the proceeds of any drawing under
               such Letter of Credit or (G) any delay, extension of time,
               renewal, compromise or other indulgence or modification granted
               or agreed to by Issuing any Lender Party, with or without notice
               to or approval by Borrower, with respect to Borrower's
               indebtedness under this Agreement; provided, however, that this
               Subparagraph 2.02(c) shall not abrogate any right which Borrower
               may have to seek to enjoin any drawing under any Letter of Credit
               or to recover damages from Issuing Bank pursuant to Subparagraph
               2.02(e).

               (d) Lender Participations; Loan Funding.

                      (i) Participation Agreement. Each Lender severally,
               unconditionally and irrevocably agrees with Issuing Bank to
               participate in the extension of credit arising from the issuance
               of each Letter of Credit in an amount equal to such Lender's
               Proportionate Share of the stated amount of such Letter of Credit
               from time to time, and the issuance of each Letter of Credit
               shall be deemed a confirmation by Issuing Bank of such
               participation in such amount.

                      (ii) Participation Funding. Issuing Bank may request the
               Lenders to fund their participations in Letters of Credit by
               paying to Issuing Bank all or any portion of any Drawing Payment
               made or to be made by Issuing Bank under any Letter of Credit.
               Issuing Bank shall make such a request by delivering to Agent
               (with a copy to Borrower), at any time after the drawing for
               which such payment is requested has been made upon Issuing Bank,
               a written request for such payment which specifies the amount of
               such Drawing Payment and the date on which such Drawing Payment
               is to be made or was made; provided, however, that Issuing Bank
               shall not request the Lenders to make any payment under this
               Subparagraph 2.02(d) in connection with any portion of a Drawing
               Payment for which Issuing Bank has been reimbursed from a
               Reimbursement Payment by Borrower unless such Reimbursement
               Payment has been thereafter recovered by Borrower. Agent shall
               promptly notify each Lender of the contents of each such request
               and of such Lender's Proportionate Share of the applicable
               portion of such Drawing Payment. Promptly following receipt of
               such notice from Agent, each Lender shall pay to Agent, for the
               benefit of Issuing Bank, such Lender's Proportionate Share of the
               applicable portion of such Drawing Payment.

                      (iii) Funding Through Loans. At any time any Reimbursement
               Obligations are outstanding, Agent may or, upon the written
               request of Issuing Bank (if Borrower is not then the subject of a
               bankruptcy proceeding), shall (subject to the terms and
               conditions of this Subparagraph 2.02(d)), initiate a Borrowing in
               an amount not exceeding the aggregate amount of such outstanding



                                       27
<PAGE>   32
               Reimbursement Obligations and use the proceeds of such Borrowing
               to repay all or a portion of such Reimbursement Obligations.
               Agent shall initiate such a Borrowing by delivering to each
               Lender (with a copy to Borrower) a written notice which specifies
               the aggregate amount of outstanding Reimbursement Obligations,
               the amount of the Borrowing (which initially shall consist of
               Base Rate Loans), the date of such Borrowing and the amount of
               the Loan to be made by such Lender as part of such Borrowing.
               Each Lender shall make available to Agent funds in the amount of
               its Loan as provided in Subparagraph 2.08(a). After receipt of
               such funds, Agent shall promptly disburse such funds to Issuing
               Bank and the Lenders, as appropriate, in payment of the
               outstanding Reimbursement Obligations.

                      (iv) Obligations Absolute. Each Lender's obligations to
               fund its participations under this Subparagraph 2.02(d) shall be
               absolute, unconditional and irrevocable and shall not be affected
               by (A) the occurrence or existence of any Default or Event of
               Default, (B) any failure to satisfy any condition set forth in
               Section III, (C) any event or condition which might have a
               Material Adverse Effect, (D) the failure of any other Lender to
               make any payment under this Subparagraph 2.02(d), (E) any right
               of offset, abatement, withholding or reduction which such Lender
               may have against Issuing Bank, Agent, any other Lender or
               Borrower, (F) any event, circumstance or condition set forth in
               Subparagraph 2.02(c) or Subparagraph 2.02(e), or (G) any other
               event, circumstance or condition whatsoever, whether or not
               similar to any of the foregoing; provided, however, that nothing
               in this Paragraph 2.02 shall prejudice any right which any Lender
               may have against Issuing Bank for any action by Issuing Bank
               which constitutes gross negligence or willful misconduct.

               (e) Liability of Issuing Bank, Etc. Borrower agrees that neither
        any Lender Party nor any of its respective directors, officers or
        employees shall be liable or responsible for (i) the use which may be
        made of any Letter of Credit or for any acts or omissions of any
        beneficiary or transferee thereof in connection therewith; (ii) any
        reference which may be made to this Agreement or to any Letter of Credit
        in any agreements, instruments or other documents relating to
        obligations secured by such Letter of Credit; (iii) the validity,
        sufficiency or genuineness of documents, or of any endorsement(s)
        thereon, even if such documents should in fact prove to be in any or all
        respects invalid, insufficient, fraudulent or forged or any statement
        therein prove to be untrue or inaccurate in any respect whatsoever; (iv)
        payment by Issuing Bank against presentation of documents which do not
        comply with the terms of any Letter of Credit, including failure of any
        documents to bear any reference or adequate reference to any Letter of
        Credit; or (v) any other circumstances whatsoever in making or failing
        to make payment under any Letter of Credit, except only that Issuing
        Bank shall be liable to Borrower for acts or events described in clauses
        (i) through (v) above, to the extent, but only to the extent, of any
        damages suffered by Borrower (excluding consequential damages) which
        Borrower proves were caused by (A) Issuing Bank's willful misconduct,
        bad faith or gross negligence in determining whether a drawing made
        under any Letter of



                                       28
<PAGE>   33
        Credit complies with the terms and conditions therefor stated in such
        Letter of Credit or (B) Issuing Bank's willful misconduct, bad faith or
        gross negligence in failing to pay under any Letter of Credit after a
        drawing by the beneficiary thereof strictly complying with the terms and
        conditions of such Letter of Credit. Without limiting the foregoing,
        Issuing Bank may accept a drawing that appears on its face to be in
        order, without responsibility for further investigation. The
        determination of whether a drawing has been made under any Letter of
        Credit prior to its expiration or whether a drawing made under any
        Letter of Credit is in proper and sufficient form shall be made by
        Issuing Bank in its sole discretion, which determination shall be
        conclusive and binding upon Borrower to the extent permitted by law.
        Borrower hereby waives any right to object to any payment made under any
        Letter of Credit with regard to a drawing that is in the form provided
        in such Letter of Credit but which varies with respect to punctuation,
        capitalization, spelling or similar matters of form (but not as to
        dollar amounts).

               (f) Reports of Issuing Bank. Issuing Bank shall, on a monthly
        basis if requested by Agent, provide to Agent such information regarding
        the Letters of Credit as Agent may reasonably request, including the
        Letters of Credit outstanding, the stated amounts of outstanding Letters
        of Credit, the expiration dates of outstanding Letters of Credit, the
        names of the beneficiaries of outstanding Letters of Credit, the amounts
        of unpaid Reimbursement Obligations and the amounts and times of Drawing
        Payments and Reimbursement Payments.

               (g) Purpose. Borrower shall use Letters of Credit for general
        corporate needs.

        2.03. Amount Limitations, Commitment Reductions, Etc.

               (a) Amount Limitation. The Outstanding Credit shall not at any
        time exceed the Total Commitment at such time. No Lender shall have any
        obligation to make the Loan to be made by it as part of any Borrowing
        and Issuing Bank shall have no obligation to issue any Letter of Credit
        if, after giving effect to such Borrowing or Letter of Credit, the
        Outstanding Credit would exceed the Total Commitment at such time.

               (b) Reduction or Cancellation of Commitments. Borrower may, upon
        five (5) Business Days written notice to Agent, permanently reduce the
        Total Commitment by the amount of Ten Million Dollars ($10,000,000) or
        an integral multiple of Five Million Dollars ($5,000,000) in excess
        thereof or cancel the Total Commitment in its entirety; provided,
        however, that:

                      (i) Borrower may not reduce the Total Commitment prior to
               the Maturity Date, if, after giving effect to such reduction, the
               Outstanding Credit would exceed the Total Commitment;

                      (ii) Borrower may not reduce the Total Commitment prior to
               the LC Facility Expiration Date, if, after giving effect to such
               reduction, the LC Commitment would exceed the Total Commitment;
               and



                                       29
<PAGE>   34
                      (iii) Borrower may not cancel the Total Commitment prior
               to the Maturity Date, if, after giving effect to such
               cancellation, any Loan, Letter of Credit or Reimbursement
               Obligation would then remain outstanding or the LC Commitment
               would remain in effect.

               (c) Effect of Commitment Reductions. From the effective date of
        any reduction of the Total Commitment, the Commitment Fees payable
        pursuant to Subparagraph 2.04(b) shall be computed on the basis of the
        Total Commitment as so reduced. Once reduced or cancelled, the Total
        Commitment may not be increased or reinstated without the prior written
        consent of all Lenders. Any reduction of the Total Commitment pursuant
        to Subparagraph 2.03(b) shall be applied ratably to reduce each Lender's
        Commitment in accordance with clause (i) of Subparagraph 2.09(a).

        2.04. Fees.

               (a) Agent's Fee. Borrower shall pay to Agent, for its own
        account, agent's fees and other compensation in the amounts and at the
        times set forth in the Agent's Fee Letter.

               (b) Commitment Fees. Borrower shall pay to Agent, for the ratable
        benefit of Lenders as provided in clause (iv) of Subparagraph 2.09(a),
        commitment fees (the "Commitment Fees") equal to the Commitment Fee Rate
        (as such rate changes from time to time) on the daily average Unused
        Commitment for the period beginning on the date of this Agreement and
        ending on the Maturity Date. Borrower shall pay the Commitment Fees in
        arrears on the last day in each March, June, September and December
        (commencing June 30, 1998) and on the Maturity Date (or if the Total
        Commitment is cancelled on a date prior to the Maturity Date, on such
        prior date).

               (c) Letter of Credit Fees.

                      (i) LC Usage Fees. Borrower shall pay to Agent, for the
               ratable benefit of the Lenders as provided in clause (vi) of
               Subparagraph 2.09(a), nonrefundable letter of credit fees for the
               Letters of Credit (the "LC Usage Fees") equal to the applicable
               LC Usage Fee Rate (as such rate changes from time to time) on the
               daily average available amount of each Letter of Credit for the
               period beginning on the date such Letter of Credit is issued and
               ending on the date such Letter of Credit expires. Borrower shall
               pay the LC Usage Fees quarterly in arrears on the last day in
               each March, June, September and December (commencing June 30,
               1998) and on the LC Facility Expiration Date.

                      (ii) LC Issuance Fees. Borrower shall pay to Agent, for
               the sole benefit of Issuing Bank, nonrefundable issuance fees for
               the Letters of Credit (the "LC Issuance Fees") equal to
               one-eighth of one percent (0.125%) per annum on the daily average
               available amount of each Letter of Credit for the period
               beginning on the date such Letter of Credit is issued and ending
               on the date such Letter of Credit expires. Borrower shall pay the
               LC Issuance Fees for each Letter



                                       30
<PAGE>   35
               of Credit in advance on the date of issuance of such Letter of
               Credit and on the date of any amendment to such Letter of Credit
               that increases its amount or extends its maturity.

                      (iii) Other Letter of Credit Fees. In addition to the LC
               Usage Fees and the LC Issuance Fees, Borrower shall pay to Agent,
               for the benefit of Issuing Bank, other standard fees of Issuing
               Bank for drawings under, transfers of and amendments to any
               Letter of Credit and other administrative actions performed by
               Issuing Bank in connection with any Letter of Credit, payable at
               such times and in such amounts as are consistent with Issuing
               Bank's standard fee policy at the time of such amendment or other
               action.

        2.05.



                                       31
<PAGE>   36
Prepayments.

               (a) Terms of all Prepayments. Upon the prepayment of any Loan
        (whether such prepayment is an optional prepayment under Subparagraph
        2.05(b), a mandatory prepayment required by Subparagraph 2.05(c) or a
        mandatory prepayment required by any other provision of this Agreement
        or the other Credit Documents, including a prepayment upon
        acceleration), Borrower shall pay to the Lender that made such Loan (i)
        all accrued interest to the date of such prepayment on the amount
        prepaid and (ii) if such prepayment is the prepayment of a LIBOR Loan on
        a day other than the last day of an Interest Period for such LIBOR Loan,
        all amounts payable to such Lender pursuant to Paragraph 2.12.

               (b) Optional Prepayments. At its option, Borrower may, upon one
        (1) Business Day notice to Agent in the case of Base Rate Loans or three
        (3) Business Days notice to Agent in the case of LIBOR Loans, prepay the
        Loans in any Borrowing in part, in an aggregate principal amount of
        $1,000,000 or more, or in whole.

               (c) Mandatory Prepayments. If, at any time, the Outstanding
        Credit exceeds the Total Commitment at such time, Borrower shall
        immediately prepay Loans in an aggregate principal amount equal to such
        excess.

        2.06. Other Payment Terms.

               (a) Place and Manner. Borrower shall make all payments due to
        each Lender Party hereunder by payments to Agent at Agent's office
        located at the address specified in Paragraph 8.01, with each payment
        due to a Lender to be for the account of such Lender and such Lender's
        Applicable Lending Office. Borrower shall make all payments hereunder in
        lawful money of the United States and in same day or immediately
        available funds not later than 11:00 a.m. on the date due. Agent shall
        promptly disburse to each Lender Party each payment received by Agent
        for the account of such Lender Party.

               (b) Date. Whenever any payment due hereunder shall fall 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 be included in
        the computation of interest or fees, as the case may be.

               (c) Late Payments. If any amount required to be paid by Borrower
        under this Agreement or the other Credit Documents (including principal
        or interest payable on any Loan, any fee or other amount payable to
        Agent or any Lender) remains unpaid after such amount is due, Borrower
        shall pay interest on the aggregate, outstanding balance of such amount
        from the date due until such amount is paid in full at a per annum rate
        equal to the Base Rate plus two percent (2.00%), such rate to change
        from time to time as the Base Rate shall change.

               (d) Application of Payments. All payments hereunder shall be
        applied first to unpaid fees, costs and expenses then due and payable
        under this Agreement or the other



                                       32
<PAGE>   37
        Credit Documents, second to accrued interest then due and payable under
        this Agreement or the other Credit Documents, third to any unpaid
        Reimbursement Obligations and finally to reduce the principal amount of
        outstanding Loans.

               (e) Failure to Pay Agent. Unless Agent shall have received notice
        from Borrower at least one (1) Business Day prior to the date on which
        any payment is due to Lenders hereunder that Borrower will not make such
        payment in full, Agent shall be entitled to assume that Borrower has
        made or will make such payment in full to Agent on such date and Agent
        may, in reliance upon such assumption, cause to be paid to Lenders on
        such due date an amount equal to the amount then due such Lenders. If
        and to the extent Borrower shall not have so made such payment in full
        to Agent, each such Lender shall repay to Agent forthwith on demand such
        amount distributed to such Lender together with interest thereon, for
        each day from the date such amount is distributed to such Lender until
        the date such Lender repays such amount to Agent, at a per annum rate
        equal to (i) the Federal Funds Rate for the first three (3) days and
        (ii) the rate applicable to Base Rate Loans thereafter. A certificate of
        Agent submitted to any Lender with respect to any amount owing by such
        Lender under this Subparagraph 2.06(e) shall constitute prima facie
        evidence of such amount.

        2.07. Loan Accounts; Notes.

               (a) Loan Accounts. The obligation of Borrower to repay the Loans
        made to it by each Lender and to pay interest thereon at the rates
        provided herein shall be evidenced by an account or accounts maintained
        by such Lender on its books (individually, a "Loan Account"), except
        that any Lender may request that its Loans be evidenced by a note or
        notes pursuant to Subparagraph 2.07(b). Each Lender shall record in its
        Loan Account (i) the date and amount of each Loan made by such Lender,
        (ii) the interest rates applicable to each such Loan and the effective
        dates of all changes thereto, (iii) the Interest Period for each LIBOR
        Loan, (iv) the date and amount of each principal and interest payment on
        each Loan and (v) such other information as such Lender may determine is
        necessary for the computation of principal and interest payable to it by
        Borrower hereunder; provided, however, that any failure by a Lender to
        make, or any error by any Lender in making, any such notation shall not
        affect Borrower's Obligations. The Loan Accounts shall constitute prima
        facie evidence of the matters noted therein.

               (b) Notes. If any Lender so requests, such Lender's Loans shall
        be evidenced by a promissory note in the form of Exhibit E
        (individually, a "Note") which note shall be (i) payable to the order of
        such Lender, (ii) in the amount of such Lender's Commitment, (iii) dated
        the Closing Date and (iv) otherwise appropriately completed. Borrower
        authorizes each Lender to record on the schedule annexed to such
        Lender's Note the date and amount of each Loan made by such Lender and
        of each payment or prepayment of principal thereon made by Borrower, and
        agrees that all such notations shall constitute prima facie evidence of
        the matters noted; provided, however, that any failure by a Lender to
        make, or any error by any Lender in making, any such notation shall not
        affect



                                       33
<PAGE>   38
        Borrower's Obligations. Borrower further authorizes each Lender to
        attach to and make a part of such Lender's Note continuations of the
        schedule attached thereto as necessary.

        2.08. Loan Funding.

               (a) Lender Funding and Disbursement to Borrower. Each Lender
        shall, before 11:00 a.m. on the date of each Borrowing, make available
        to Agent at Agent's office specified in Paragraph 8.01, in same day or
        immediately available funds, such Lender's Proportionate Share of such
        Borrowing. After Agent's receipt of such funds and upon satisfaction of
        the applicable conditions set forth in Section III, Agent shall promptly
        disburse such funds to Borrower in same day or immediately available
        funds. Agent shall disburse the proceeds of each Borrowing by
        disbursement to the account or accounts specified in the applicable
        Notice of Borrowing.

               (b) Lender Failure to Fund. Unless Agent shall have received
        notice from a Lender prior to the date of any Borrowing that such Lender
        will not make available to Agent such Lender's Proportionate Share of
        such Borrowing, Agent shall be entitled to assume that such Lender has
        made or will make such portion available to Agent on the date of such
        Borrowing in accordance with Subparagraph 2.08(a), and Agent may on such
        date, in reliance upon such assumption, disburse or otherwise credit to
        Borrower a corresponding amount. If any Lender does not make the amount
        of its Proportionate Share of any Borrowing available to Agent on or
        prior to the date of such Borrowing, such Lender shall pay to Agent, on
        demand, interest which shall accrue on such amount from the date of such
        Borrowing until such amount is paid to Agent at rates equal to (i) the
        daily Federal Funds Rate during the period from the date of such
        Borrowing through the third Business Day thereafter and (ii) the rate
        applicable to Base Rate Loans thereafter. A certificate of Agent
        submitted to any Lender with respect to any amount owing by such Lender
        under this Subparagraph 2.08(b) shall constitute prima facie evidence of
        such amount. If the amount of any Lender's Proportionate Share of any
        Borrowing is not paid to Agent by such Lender within three (3) Business
        Days after the date of such Borrowing, Borrower shall repay such amount
        to Agent, on demand, together with interest thereon, for each day from
        the date such amount was disbursed to Borrower until the date such
        amount is repaid to Agent, at the interest rate applicable at the time
        to the Loans comprising such Borrowing.

               (c) Lenders' Obligations Several. The failure of any Lender to
        make the Loan to be made by it as part of any Borrowing shall not
        relieve any other Lender of its obligation hereunder to make its Loan as
        part of such Borrowing, but no Lender shall be obligated in any way to
        make any Loan which another Lender has failed or refused to make or
        otherwise be in any way responsible for the failure or refusal of any
        other Lender to make any Loan required to be made by such other Lender
        on the date of any Borrowing.

        2.09. Pro rata Treatment.



                                       34
<PAGE>   39
               (a) Borrowings, Commitment Reductions, Etc. Except as otherwise
        provided herein:

                      (i) Each Borrowing, each reduction of the Total Commitment
               and participations in each Letter of Credit shall be made or
               shared among the Lenders pro rata according to their respective
               Proportionate Shares;

                      (ii) Each payment of principal on Loans in any Borrowing
               shall be shared among Lenders which made or funded the Loans in
               such Borrowing pro rata according to the respective unpaid
               principal amounts of such Loans then owed to such Lenders;

                      (iii) Each payment of interest on Loans in any Borrowing
               shall be shared among Lenders which made or funded the Loans in
               such Borrowing pro rata according to (A) the respective unpaid
               principal amounts of such Loans so made or funded by such Lenders
               and (B) the dates on which such Lenders so made or funded such
               Loans;

                      (iv) Each payment of Commitment Fees shall be shared among
               Lenders (excluding Defaulting Lenders) pro rata according to (A)
               their respective Proportionate Shares and (B) in the case of each
               Lender which becomes a Lender hereunder after the date hereof,
               the date upon which such Lender so became a Lender;

                      (v) Each Reimbursement Payment and interest payable by
               Borrower thereon shall be shared among the Lenders (including
               Issuing Bank) which made or funded the applicable Drawing Payment
               pro rata according to the respective amounts of such Drawing
               Payment so made or funded by such Lenders;

                      (vi) Each payment of LC Usage Fees shall be shared among
               the Lenders (including Issuing Bank in its capacity as a Lender
               but excluding Defaulting Lenders) pro rata according to (A) their
               respective Proportionate Shares and (B) in the case of each
               Lender which becomes a Lender hereunder after the date hereof,
               the date upon which such Lender so became a Lender;

                      (vii) Each payment of interest (other than interest on
               Loans) shall be shared among Lenders and Agent owed the amount
               upon which such interest accrues pro rata according to (A) the
               respective amounts so owed such Lenders and Agent and (B) the
               dates on which such amounts became owing to such Lenders and
               Agent; and

                      (viii) All other payments under this Agreement and the
               other Credit Documents shall be for the benefit of the Person or
               Persons specified.

               (b) Sharing of Payments, Etc. If any Lender shall obtain any
        payment (whether voluntary, involuntary, through the exercise of any
        right of setoff, or otherwise)



                                       35
<PAGE>   40

        on account of Loans owed to it in excess of its ratable share of
        payments on account of such Loans obtained by all Lenders entitled to
        such payments, such Lender shall forthwith purchase from the other
        Lenders such participations in the Loans as shall be necessary to cause
        such purchasing Lender 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, such
        purchase shall be rescinded and each other Lender shall repay to the
        purchasing Lender the purchase price to the extent of such recovery
        together with an amount equal to such other Lender's ratable share
        (according to the proportion of (i) the amount of such other Lender's
        required repayment to (ii) the total amount so recovered from the
        purchasing Lender) of any interest or other amount paid or payable by
        the purchasing Lender in respect of the total amount so recovered.
        Borrower agrees that any Lender so purchasing a participation from
        another Lender pursuant to this Subparagraph 2.09(b) may, to the fullest
        extent permitted by law, exercise all its rights of payment (including
        the right of setoff) with respect to such participation as fully as if
        such Lender were the direct creditor of Borrower in the amount of such
        participation.

        2.10. Change of Circumstances.

               (a) Inability to Determine Rates. If, on or before the first day
        of any Interest Period for any LIBOR Loan, (i) any Lender shall advise
        Agent that the LIBO Rate for such Interest Period cannot be adequately
        and reasonably determined due to the unavailability of funds in or other
        circumstances affecting the London interbank market or (ii) Required
        Lenders shall advise Agent that the rate of interest for such Loan does
        not adequately and fairly reflect the cost to such Lenders of making or
        maintaining such LIBOR Loan, Agent shall immediately give notice of such
        condition to Borrower and the other Lenders. After the giving of any
        such notice and until Agent shall otherwise notify Borrower that the
        circumstances giving rise to such condition no longer exist, Borrower's
        right to request the making of, conversion to or a new Interest Period
        for LIBOR Loans shall be suspended. Any LIBOR Loans outstanding at the
        commencement of any such suspension shall be converted at the end of the
        then current Interest Period for such LIBOR Loans into Base Rate Loans,
        unless such suspension has then ended.

               (b) Illegality. If, after the date of this Agreement, the
        adoption of any Governmental Rule, any change in any Governmental Rule
        or the application or requirements thereof (whether such change occurs
        in accordance with the terms of such Governmental Rule as enacted, as a
        result of amendment or otherwise), any change in the interpretation or
        administration of any Governmental Rule by any Governmental Authority,
        or compliance by any Lender with any request or directive (whether or
        not having the force of law) of any Governmental Authority (a "Change of
        Law") shall make it unlawful or impossible for any Lender to make or
        maintain any LIBOR Loan, such Lender shall immediately notify Agent and
        Borrower of such Change of Law. Upon receipt of such notice, (i)
        Borrower's right to request the making of, conversion to or a new
        Interest Period for LIBOR Loans shall be terminated, and (ii) Borrower
        shall, at the request of such Lender, either (A) pursuant to
        Subparagraph 2.01(d) convert any such then outstanding LIBOR Loans into
        Base Rate Loans at the end of the current Interest



                                       36
<PAGE>   41
        Period for such LIBOR Loans or (B) immediately repay or convert any such
        LIBOR Loans if such Lender shall notify Borrower that such Lender may
        not lawfully continue to fund and maintain such LIBOR Loans. Any
        conversion or prepayment of LIBOR Loans made pursuant to the preceding
        sentence prior to the last day of an Interest Period for such LIBOR
        Loans shall be deemed a prepayment thereof for purposes of Paragraph
        2.12. After any Lender notifies Agent and Borrower of such a Change of
        Law and until such Lender notifies Agent and Borrower that it is no
        longer unlawful or impossible for such Lender to make or maintain a
        LIBOR Loan, all Loans of such Lender shall be Base Rate Loans.

               (c) Increased Costs. If, after the date of this Agreement, any
        Change of Law:

                      (i) Shall subject any Lender to any tax, duty or other
               charge with respect to any LIBOR Loan, or shall change the basis
               of taxation of payments by Borrower to any Lender on such a LIBOR
               Loan or in respect to such a LIBOR Loan under this Agreement
               (except for changes in the rate of taxation on the overall net
               income of any Lender imposed by its jurisdiction of incorporation
               or the jurisdiction in which its principal executive office is
               located); or

                      (ii) Shall impose, modify or hold applicable any reserve
               (excluding any Reserve Requirement or other reserve to the extent
               included in the calculation of the LIBO Rate for any Loans),
               special deposit or similar requirement against assets held by,
               deposits or other liabilities in or for the account of, advances
               or loans by, or any other acquisition of funds by any Lender for
               any LIBOR Loan; or

                      (iii) Shall impose on any Lender any other condition
               related to any LIBOR Loan or Letter of Credit or such Lender's
               Commitments;

        And the effect of any of the foregoing is to increase the cost to such
        Lender of making, issuing, renewing, participating in or maintaining any
        such LIBOR Loan, Letter of Credit or its Commitments or to reduce any
        amount receivable by such Lender hereunder; then Borrower shall from
        time to time, within thirty (30) days after demand by such Lender, pay
        to such Lender additional amounts sufficient to reimburse such Lender
        for such increased costs or to compensate such Lender for such reduced
        amounts. A certificate setting forth in reasonable detail the amount of
        such increased costs or reduced amounts, submitted by such Lender to
        Borrower shall constitute prima facie evidence of such costs or amounts.
        The obligations of Borrower under this Subparagraph 2.10(c) shall
        survive the payment and performance of the Obligations and the
        termination of this Agreement.

               (d) Capital Requirements. If, after the date of this Agreement,
        any Lender determines that (i) any Change of Law affects the amount of
        capital required or expected to be maintained by such Lender or any
        Person controlling such Lender (a "Capital Adequacy Requirement") and
        (ii) the amount of capital maintained by such Lender or such Person
        which is attributable to or based upon the Loans, the Letters of Credit,
        the Commitments or this Agreement must be increased as a result of such
        Capital Adequacy Requirement (taking into account such Lender's or such
        Person's policies with respect to



                                       37
<PAGE>   42
        capital adequacy), Borrower shall pay to such Lender or such Person,
        within thirty (30) days after demand of such Lender, such amounts as
        such Lender or such Person shall determine are necessary to compensate
        such Lender or such Person for the increased costs to such Lender or
        such Person of such increased capital. A certificate setting forth in
        reasonable detail the amount of such increased costs, submitted by any
        Lender to Borrower shall constitute prima facie evidence of such costs.
        The obligations of Borrower under this Subparagraph 2.10(d) shall
        survive the payment and performance of the Obligations and the
        termination of this Agreement.

               (e) Mitigation. Any Lender which becomes aware of (i) any Change
        of Law which will make it unlawful or impossible for such Lender to make
        or maintain any LIBOR Loan or (ii) any Change of Law or other event or
        condition which will obligate Borrower to pay any amount pursuant to
        Subparagraph 2.10(c) or Subparagraph 2.10(d) shall notify Borrower and
        Agent thereof as promptly as practical. If any Lender has given notice
        of any such Change of Law or other event or condition and thereafter
        becomes aware that such Change of Law or other event or condition has
        ceased to exist, such Lender shall notify Borrower and Agent thereof as
        promptly as practical. Each Lender affected by any Change of Law which
        makes it unlawful or impossible for such Lender to make or maintain any
        LIBOR Loan or to which Borrower is obligated to pay any amount pursuant
        to Subparagraph 2.10(c) or Subparagraph 2.10(d) shall use reasonable
        commercial efforts (including changing the jurisdiction of its
        Applicable Lending Office) to avoid the effect of such Change of Law or
        to avoid or materially reduce any amounts which Borrower is obligated to
        pay pursuant to Subparagraph 2.10(c) or Subparagraph 2.10(d) if, in the
        reasonable opinion of such Lender, such efforts would not be
        disadvantageous to such Lender or contrary to such Lender's normal
        banking practices.

        2.11. Taxes on Payments.

               (a) Payments Free of Taxes. All payments made by Borrower under
        this Agreement and the other Credit Documents shall be made free and
        clear of, and without deduction or withholding for or on account of, any
        present or future income, stamp, documentary or other taxes, any duties,
        or any other levies, imposts, charges, fees, deductions or withholdings,
        now or hereafter imposed, levied, collected, withheld or assessed by any
        Governmental Authority (except net income taxes and franchise taxes in
        lieu of net income taxes imposed on any Lender Party by its jurisdiction
        of incorporation or the jurisdiction in which its Applicable Lending
        Office is located) (all such non- excluded taxes, duties, levies,
        imposts, charges, fees, deductions and withholdings being hereinafter
        called "Taxes"). If any Taxes are required to be withheld from any
        amounts payable to any Lender Party hereunder or under the other Credit
        Documents, the amounts so payable to Agent or such Lender shall be
        increased to the extent necessary to yield to Agent or such Lender
        (after payment of all Taxes) interest or any such other amounts payable
        hereunder at the rates or in the amounts specified in this Agreement and
        the other Credit Documents. Whenever any Taxes are payable by Borrower,
        as promptly as possible thereafter, Borrower shall send to Agent for its
        own account or for the account of



                                       38
<PAGE>   43

        such Lender, as the case may be, a certified copy of an original
        official receipt received by Borrower showing payment thereof. If
        Borrower fails to pay any Taxes when due to the appropriate taxing
        authority or fails to remit to Agent the required receipts or other
        required documentary evidence, Borrower shall indemnify Agent and
        Lenders for any taxes, interest or penalties that may become payable by
        any Lender Party as a result of any such failure. The obligations of
        Borrower under this Subparagraph 2.11(a) shall survive the payment and
        performance of the Obligations and the termination of this Agreement.

               (b) Withholding Exemption Certificates. On or prior to the date
        of the initial Borrowing or, if such date does not occur within thirty
        (30) days after the date of this Agreement, by the end of such 30-day
        period, each Lender which is not organized under the laws of the United
        States of America or a state thereof shall deliver to Borrower and Agent
        two duly completed copies of United States Internal Revenue Service Form
        1001 or 4224 (or successor applicable form), as the case may be,
        certifying in each case that such Lender is entitled to receive payments
        under this Agreement without deduction or withholding of any United
        States federal income taxes. Each such Lender further agrees (i)
        promptly to notify Borrower and Agent of any change of circumstances
        (including any change in any treaty, law or regulation) which would
        prevent such Lender from receiving payments hereunder without any
        deduction or withholding of such taxes and (ii) if such Lender has not
        so notified Borrower and Agent of any change of circumstances which
        would prevent such Lender from receiving payments hereunder without any
        deduction or withholding of taxes, then on or before the date that any
        certificate or other form delivered by such Lender under this
        Subparagraph 2.11(b) expires or becomes obsolete or after the occurrence
        of any event requiring a change in the most recent such certificate or
        form previously delivered by such Lender, to deliver to Borrower and
        Agent a new certificate or form, certifying that such Lender is entitled
        to receive payments under this Agreement without deduction or such
        taxes. If any Lender fails to provide to Borrower or Agent pursuant to
        this Subparagraph 2.11(b) (or, in the case of an Assignee Lender,
        Subparagraph 8.05(c)) any certificates or other evidence required by
        such provision to establish that such Lender is, at the time it becomes
        a Lender hereunder, entitled to receive payments under this Agreement
        without deduction or withholding of any United States federal income
        taxes, such Lender shall not be entitled to any indemnification under
        Subparagraph 2.11(a) for any Taxes imposed on such Lender primarily as a
        result of such failure.

               (c) Mitigation. If any Lender Party claims any additional amounts
        to be payable to it pursuant to this Paragraph 2.11, such Person shall
        use reasonable commercial efforts to file any certificate or document
        requested in writing by Borrower (including copies of Internal Revenue
        Service Form 1001 (or successor forms) reflecting a reduced rate of
        withholding or to change the jurisdiction of its Applicable Lending
        Office if the making of such a filing or such change in the jurisdiction
        of its Applicable Lending Office would avoid the need for or materially
        reduce the amount of any such additional amounts which may thereafter
        accrue and if, in the reasonable opinion of such Person, in the case of
        a change in the jurisdiction of its Applicable Lending Office, such



                                       39
<PAGE>   44

        change would not be disadvantageous to such Person or contrary to such
        Person's normal banking practices.

               (d) Tax Returns. Nothing contained in this Paragraph 2.11 shall
        require any Lender Party to make available any of its tax returns (or
        any other information relating to its taxes which it deems to be
        confidential).

     2.12. Funding Loss Indemnification. If Borrower shall (a) repay, prepay or
convert any LIBOR Loan on any day other than the last day of an Interest Period
therefor (whether a scheduled payment, an optional prepayment or conversion, a
mandatory prepayment or conversion, a payment upon acceleration or otherwise),
(b) fail to borrow any LIBOR Loan for which a Notice of Borrowing has been
delivered to Agent (whether as a result of the failure to satisfy any applicable
conditions or otherwise) or (c) fail to convert any Loans into LIBOR Loans in
accordance with a Notice of Conversion delivered to Agent (whether as a result
of the failure to satisfy any applicable conditions or otherwise), Borrower
shall, within five (5) Business Days after demand by any Lender, reimburse such
Lender for and hold such Lender harmless from all costs and losses actually
incurred by such Lender as a result of such repayment, prepayment, conversion or
failure. Borrower understands that such costs and losses may include, without
limitation, losses incurred by a Lender as a result of funding and other
contracts entered into by such Lender to fund a LIBOR Loan. Each Lender
demanding payment under this Paragraph 2.12 shall deliver to Borrower, with a
copy to Agent, a certificate setting forth the amount of costs and losses for
which demand is made, which certificate shall set forth in reasonable detail the
calculation of the amount demanded. Such a certificate so delivered to Borrower
shall constitute prima facie evidence of such costs and losses. The obligations
of Borrower under this Paragraph 2.12 shall survive the payment and performance
of the Obligations and the termination of this Agreement.

     2.13. Replacement of Lenders. If any Lender shall (a) become a Defaulting
Lender more than one (1) time in a period of twelve (12) consecutive months, (b)
continue as a Defaulting Lender for more than five (5) Business Days at any
time, (c) suspend its obligation to make or maintain LIBOR Loans pursuant to
Subparagraph 2.10(b) for a reason which is not applicable to any other Lender or
(d) demand any payment under Subparagraph 2.10(c), 2.10(d) or 2.11(a) for a
reason which is not applicable to any other Lender, then Agent may (or upon the
written request of Borrower, shall) replace such Lender (the "affected Lender"),
or cause such affected Lender to be replaced, with another lender (the
"replacement Lender") satisfying the requirements of an Assignee Lender under
Subparagraph 8.05(c), by having the affected Lender sell and assign all of its
rights and obligations under this Agreement and the other Credit Documents to
the replacement Lender pursuant to Subparagraph 8.05(c); provided, however, that
if Borrower seeks to exercise such right, it must do so within sixty (60) days
after it first knows or should have known of the occurrence of the event or
events giving rise to such right, and neither Agent nor any Lender shall have
any obligation to identify or locate a replacement Lender for Borrower. Upon
receipt by any affected Lender of a written notice from Agent stating that Agent
is exercising the replacement right set forth in this Paragraph 2.13, such
affected Lender shall sell and assign all of its rights and obligations under
this Agreement and the other Credit Documents to the replacement Lender pursuant
to an Assignment Agreement and



                                       40
<PAGE>   45
Subparagraph 8.05(c) for a purchase price equal to the sum of the principal
amount of the affected Lender's Loans so sold and assigned, all accrued and
unpaid interest thereon and its ratable share of all fees to which it is
entitled.

     2.14. Limitation on Collection of Costs . Notwithstanding anything to the
contrary contained herein, Borrower shall not be obligated to reimburse any
Lender for any cost or expense incurred by such Lender pursuant to Paragraph
2.10, Paragraph 2.11 or Paragraph 2.12 hereof unless demand for such payment is
made by Lender to Borrower within one (1) year after the date such cost or
expense was incurred.


SECTION III.    CONDITIONS PRECEDENT.

     3.01. Initial Conditions Precedent. The obligations of Lenders to make the
Loans comprising the initial Borrowing are subject to receipt by Agent, on or
prior to the Closing Date, of each item listed in Schedule 3.01, each in form
and substance satisfactory to Agent and each Lender, and with sufficient copies
for, Agent and each Lender.

     3.02. Conditions Precedent to Each Credit Event. The occurrence of each
Credit Event (including the initial Borrowing) is subject to the further
conditions that:

               (a) Borrower shall have delivered to Agent the Notice of
        Borrowing, Notice of Conversion, Notice of Interest Period Selection, LC
        Application or other applicable request, as the case may be, for such
        Credit Event in accordance with this Agreement; and

               (b) On the date such Credit Event is to occur and after giving
        effect to such Credit Event, the following shall be true and correct:

                      (i) The representations and warranties of Borrower and its
               Subsidiaries set forth in Paragraph 4.01 and in the other Credit
               Documents are true and correct in all material respects as if
               made on such date (except for representations and warranties
               expressly made as of a specified date, which shall be true as of
               such date);

                      (ii) No Default has occurred and is continuing or will
               result from such Credit Event; and

                      (iii) All of the Credit Documents are in full force and
               effect.

        The submission by Borrower to Agent of each Notice of Borrowing, each
        Notice of Conversion (other than a notice for a conversion to a Base
        Rate Loan), each Notice of Interest Period Selection, each LC
        Application and each other applicable request shall be deemed to be a
        representation and warranty by Borrower that each of the statements set
        forth above in this Subparagraph 3.03(b) is true and correct as of the
        date of such notice.




                                       41
<PAGE>   46

     3.03. Covenant to Deliver. Borrower agrees (not as a condition but as a
covenant) to deliver to Agent each item required to be delivered to Agent as a
condition to the occurrence of any Credit Event if such Credit Event occurs.
Borrower expressly agrees that the occurrence of any such Credit Event prior to
the receipt by Agent of any such item shall not constitute a waiver by any
Lender Party of Borrower's obligation to deliver such item.


SECTION IV.   REPRESENTATIONS AND WARRANTIES.

     4.01. Borrower's Representations and Warranties. In order to induce Agent
and Lenders to enter into this Agreement, Borrower hereby represents and
warranties to Agent and Lenders as follows:

               (a)    Due Incorporation, Qualification, etc.

                    (i) Borrower (A) is a corporation duly organized, validly
               existing and in good standing under the laws of its state of
               incorporation; (B) has the power and authority to own, lease and
               operate its properties and carry on its business as now
               conducted; and (C) is duly qualified, licensed to do business and
               in good standing as a foreign corporation in each jurisdiction
               where the failure to be so qualified or licensed is reasonably
               likely to have a Material Adverse Effect.

                      (ii) Each Material Subsidiary and, to the knowledge of
               Borrower, each other Subsidiary, (A) is a corporation duly
               organized, validly existing and in good standing under the laws
               of its state of incorporation; (B) has the power and authority to
               own, lease and operate its properties and carry on its business
               as now conducted; and (C) is duly qualified, licensed to do
               business and in good standing as a foreign corporation in each
               jurisdiction where the failure to be so qualified or licensed is
               reasonably likely to have a Material Adverse Effect.

               (b) Authority. The execution, delivery and performance by
        Borrower of each Credit Document executed, or to be executed, by
        Borrower and the consummation of the transactions contemplated thereby
        (i) are within the power of Borrower and (ii) have been duly authorized
        by all necessary actions on the part of Borrower.

               (c) Enforceability. Each Credit Document executed, or to be
        executed, by Borrower has been, or will be, duly executed and delivered
        by Borrower and constitutes, or will constitute, a legal, valid and
        binding obligation of Borrower, enforceable against Borrower in
        accordance with its terms, except as limited by bankruptcy, insolvency
        or other laws of general application relating to or affecting the
        enforcement of creditors' rights generally and general principles of
        equity.

               (d) Non-Contravention. The execution and delivery by Borrower of
        the Credit Documents executed by Borrower and the performance and
        consummation of the transactions contemplated thereby do not (i) violate
        any Requirement of Law applicable to Borrower; (ii) violate any
        provision of, or result in the breach or the acceleration of, or



                                       42
<PAGE>   47

        entitle any other Person to accelerate (whether after the giving of
        notice or lapse of time or both), any Contractual Obligation of
        Borrower; or (iii) result in the creation or imposition of any Lien (or
        the obligation to create or impose any Lien) upon any property, asset or
        revenue of Borrower (except such Liens as may be created in favor of the
        Lender Parties pursuant to this Agreement or the other Credit
        Documents).

               (e) Approvals. No consent, approval, order or authorization of,
        or registration, declaration or filing with, any Governmental Authority
        or other Person (including, without limitation, the shareholders of any
        Person) is required in connection with the execution and delivery of the
        Credit Documents executed by Borrower and the performance and
        consummation by Borrower of the transactions contemplated thereby,
        except such as have been made or obtained and are in full force and
        effect.

               (f) No Violation or Default. Neither Borrower, nor any of its
        Material Subsidiaries, nor to the best knowledge of Borrower any other
        Subsidiary, is in violation of or in default with respect to (i) any
        Requirement of Law applicable to such Person; (ii) any Contractual
        Obligation of such Person (nor is there any waiver in effect which, if
        not in effect, would result in such a violation or default), where, in
        each case, such violation or default is reasonably likely to have a
        Material Adverse Effect. Without limiting the generality of the
        foregoing, neither Borrower, nor any of its Material Subsidiaries, nor
        to the best knowledge of Borrower any other Subsidiary, (A) has violated
        any Environmental Laws, (B) has any liability under any Environmental
        Laws or (C) has received notice or other communication of an
        investigation or is under investigation by any Governmental Authority
        having authority to enforce Environmental Laws, where such violation,
        liability or investigation is reasonably likely to have a Material
        Adverse Effect. No Default has occurred and is continuing.

               (g) Litigation. No actions (including, without limitation,
        derivative actions), suits, proceedings or investigations are pending
        or, to the knowledge of Borrower, threatened against Borrower or any of
        its Subsidiaries at law or in equity in any court or before any other
        Governmental Authority which (i) is reasonably likely (alone or in the
        aggregate) to have a Material Adverse Effect or (ii) seeks to enjoin,
        either directly or indirectly, the execution, delivery or performance by
        Borrower of the Credit Documents or the transactions contemplated
        thereby.

               (h) Title; Possession Under Leases. Borrower and its Subsidiaries
        own and have good and marketable title, or a valid leasehold interest
        in, all their respective properties and assets as reflected in the most
        recent Financial Statements delivered to Agent (except those assets and
        properties disposed of in the ordinary course of business or otherwise
        in compliance with this Agreement since the date of such Financial
        Statements) and all respective assets and properties acquired by
        Borrower and its Subsidiaries since such date (except those disposed of
        in the ordinary course of business or otherwise in compliance with this
        Agreement). Such assets and properties are subject to no Lien, except
        for Permitted Liens. Each of Borrower and its Subsidiaries has complied
        with all material obligations under all material leases to which it is a
        party and



                                       43
<PAGE>   48
        all such leases are in full force and effect (except such leases that
        have expired in accordance with their terms or have been replaced by
        similar leases or where such failure to comply is not reasonably likely
        to have a Material Adverse Effect). Each of Borrower and its
        Subsidiaries enjoys peaceful and undisturbed possession under such
        leases.

               (i) Financial Statements. The Financial Statements of Borrower
        and its Subsidiaries which have been delivered to Agent, (i) are in
        accordance with the books and records of Borrower and its Subsidiaries,
        which have been maintained in accordance with good business practice;
        (ii) have been prepared in conformity with GAAP; and (iii) fairly
        present the financial conditions and results of operations of Borrower
        and its Subsidiaries as of the date thereof and for the period covered
        thereby. Neither Borrower nor any of its Subsidiaries has any Contingent
        Obligations, liability for taxes or other outstanding obligations which
        are material in the aggregate, except as disclosed in the audited
        Financial Statements dated September 30, 1997, furnished by Borrower to
        Agent prior to the date hereof, or in the Financial Statements delivered
        to Agent pursuant to clause (i) or (ii) of Subparagraph 5.01.

               (j) Equity Securities. To the knowledge of Borrower, all
        outstanding Equity Securities of Borrower are duly authorized, validly
        issued, fully paid and non-assessable.

               (k) No Agreements to Sell Assets; Etc. Except as otherwise
        permitted by Subparagraph 5.02(c) or Subparagraph 5.02(d), neither
        Borrower nor any of its Subsidiaries has any legal obligation, absolute
        or contingent, to any Person to sell the assets of Borrower or any of
        its Subsidiaries (other than sales in the ordinary course of business),
        or to effect any merger, consolidation or other reorganization of
        Borrower or any of its Subsidiaries or to enter into any agreement with
        respect thereto.

               (l)    Employee Benefit Plans.

                      (i) Based on the latest valuation of each Employee Benefit
               Plan that either Borrower or any ERISA Affiliate maintains or
               contributes to, or has any obligation under (which occurred
               within twelve months of the date of this representation), the
               aggregate benefit liabilities of such plan within the meaning of
               Section 4001 of ERISA did not exceed the aggregate value of the
               assets of such plan. Neither Borrower nor any ERISA Affiliate has
               any liability with respect to any post-retirement benefit under
               any Employee Benefit Plan which is a welfare plan (as defined in
               section 3(1) of ERISA), other than liability for health plan
               continuation coverage described in Part 6 of Title I(B) of ERISA,
               which liability for health plan contribution coverage is not
               reasonably likely to have a Material Adverse Effect.

                      (ii) Each Employee Benefit Plan complies, in both form and
               operation, in all material respects, with its terms, ERISA and
               the IRC, and no condition exists or event has occurred with
               respect to any such plan which would result in the incurrence by
               either Borrower or any ERISA Affiliate of any material liability,
               fine or penalty. Each Employee Benefit Plan, related trust
               agreement,



                                       44
<PAGE>   49

               arrangement and commitment of Borrower or any ERISA Affiliate is
               legally valid and binding and in full force and effect. No
               Employee Benefit Plan is being audited or investigated by any
               government agency or is subject to any pending or threatened
               claim or suit. Neither Borrower nor any ERISA Affiliate nor any
               fiduciary of any Employee Benefit Plan has engaged in a
               prohibited transaction under section 406 of ERISA or section 4975
               of the IRC.

                      (iii) Neither Borrower nor any ERISA Affiliate contributes
               to or has any material contingent obligations to any
               Multiemployer Plan. Neither Borrower nor any ERISA Affiliate has
               incurred any material liability (including secondary liability)
               to any Multiemployer Plan as a result of a complete or partial
               withdrawal from such Multiemployer Plan under Section 4201 of
               ERISA or as a result of a sale of assets described in Section
               4204 of ERISA. Neither Borrower nor any ERISA Affiliate has been
               notified that any Multiemployer Plan is in reorganization or
               insolvent under and within the meaning of Section 4241 or Section
               4245 of ERISA or that any Multiemployer Plan intends to terminate
               or has been terminated under Section 4041A of ERISA.

               (m) Other Regulations. Borrower is not subject to regulation
        under the Investment Company Act of 1940, the Public Utility Holding
        Company Act of 1935, the Federal Power Act, any state public utilities
        code or to any other Governmental Rule limiting its ability to incur
        indebtedness.

               (n) Patent and Other Rights. Borrower and its Subsidiaries own or
        license under validly existing agreements all patents, licenses,
        trademarks, trade names, trade secrets, service marks, copyrights and
        all rights with respect thereto, which are required to conduct their
        businesses as now conducted, except to the extent that failure to own or
        license the same could not reasonably be expected to have a Material
        Adverse Effect.

               (o) Governmental Charges and Other Indebtedness. Borrower and its
        Material Subsidiaries have filed or caused to be filed all tax returns
        which are required to be filed by them. Borrower and its Subsidiaries
        have paid, or made provision for the payment of, all taxes and other
        Governmental Charges which have or may have become due pursuant to said
        returns or otherwise and all other indebtedness, except such
        Governmental Charges or indebtedness, if any, which are being contested
        in good faith and as to which adequate reserves (determined in
        accordance with GAAP) have been provided or which are not reasonably
        likely to have a Material Adverse Effect if unpaid.

               (p) Margin Stock. Borrower owns no Margin Stock which, in the
        aggregate, would constitute a substantial part of the assets of
        Borrower, and no proceeds of any Loan will be used to purchase or carry,
        directly or indirectly, any Margin Stock or to extend credit, directly
        or indirectly, to any Person for the purpose of purchasing or carrying
        any Margin Stock.

               (q) Subsidiaries, etc. Set forth in Schedule 4.01(q) (as
        supplemented by Borrower from time to time in a written notice to Agent)
        is a complete list of all of



                                       45
<PAGE>   50

        Borrower's Subsidiaries, the jurisdiction of incorporation of each, the
        classes of Equity Securities of each and the number of shares and
        percentages of shares of each such class owned directly or indirectly by
        Borrower.

               (r) Catastrophic Events. Neither Borrower, nor any of its
        Material Subsidiaries, nor to the knowledge of Borrower any other
        Subsidiary, and none of their properties is or has been affected by any
        fire, explosion, accident, strike, lockout or other labor dispute,
        drought, storm, hail, earthquake, embargo, act of God or other casualty
        that is reasonably likely to have a Material Adverse Effect. There are
        no disputes presently subject to grievance procedure, arbitration or
        litigation under any of the collective bargaining agreements, employment
        contracts or employee welfare or incentive plans to which Borrower, any
        of its Material Subsidiaries, or to the knowledge of Borrower any of its
        Subsidiaries, is a party, and there are no strikes, lockouts, work
        stoppages or slowdowns, or, to the best knowledge of Borrower,
        jurisdictional disputes or organizing activities occurring or threatened
        which alone or in the aggregate are reasonably likely to have a Material
        Adverse Effect.

               (s) No Material Adverse Effect. No event has occurred and is
        continuing and no condition exists which is reasonably likely to have a
        Material Adverse Effect.

               (t) Chief Executive Office. Borrower's chief executive office is
        located at 101 Metro Drive, Suite 400, San Jose, CA 95110, or at such
        other location as Borrower may notify Agent from time to time in
        accordance with Subparagraph 5.01(g).

               (u) Accuracy of Information Furnished. None of the Credit
        Documents and none of the other certificates, statements or information
        furnished to any Lender Party by or on behalf of Borrower or any of its
        Subsidiaries in connection with the Credit Documents or the transactions
        contemplated thereby contains or will contain any untrue statement of a
        material fact or omits or will omit to state a material fact necessary
        to make the statements therein, in light of the circumstances under
        which they were made, not misleading.

        4.02. Reaffirmation. Borrower shall be deemed to have reaffirmed, for
the benefit of Lenders and Agent, each representation and warranty contained in
Paragraph 4.01 on and as of the date of each Credit Event (except for
representations and warranties expressly made as of a specified date, which
shall be true as of such date).

SECTION V.    COVENANTS.

        5.01. Affirmative Covenants. Until the termination of this Agreement and
the satisfaction in full by Borrower of all Obligations, Borrower will comply,
and will cause compliance, with the following affirmative covenants, unless
Required Lenders shall otherwise consent in writing:




                                       46
<PAGE>   51

               (a) Financial Statements, Reports, etc. Borrower shall furnish to
        Agent, with sufficient copies for each Lender, the following, each in
        such form and such detail as Agent or the Required Lenders shall
        reasonably request:

                      (i) As soon as available and in no event later than
               forty-five (45) days after the last day of each fiscal quarter of
               Borrower (other than the last quarter of each fiscal year), a
               copy of the Financial Statements of Borrower and its Subsidiaries
               (prepared on a consolidated basis) for such quarter and for the
               fiscal year to date, certified by the chief financial officer or
               treasurer of Borrower to present fairly the financial condition,
               results of operations and other information reflected therein and
               to have been prepared in accordance with GAAP (subject to normal
               year-end audit adjustments);

                      (ii) As soon as available and in no event later than one
               hundred, five (105) days after the close of each fiscal year of
               Borrower, (A) copies of the audited Financial Statements of
               Borrower and its Subsidiaries (prepared on a consolidated basis)
               for such year, audited by Deloitte & Touche or other independent
               certified public accountants of recognized national standing or
               otherwise reasonably acceptable to Agent and Required Lenders,
               (B) copies of the unqualified opinions (or qualified opinions
               reasonably acceptable to Agent and Required Lenders) delivered by
               such accountants in connection with all such Financial Statements
               and (C) certificates of such accountants stating that in making
               the examination necessary for their opinion they have reviewed
               Paragraph 5.03 and have obtained no knowledge of any violation by
               Borrower and its Subsidiaries of the covenants set forth therein,
               or if, in the opinion of such accountants, any such violation has
               occurred, a statement as to the nature thereof;

                      (iii) Contemporaneously with the quarterly and year-end
               Financial Statements required by the foregoing clauses (i) and
               (ii), a compliance certificate of the chief financial officer or
               treasurer of Borrower in a form acceptable to Agent (a
               "Compliance Certificate") which (A) states that no Default has
               occurred and is continuing, or, if any such Default has occurred
               and is continuing, a statement as to the nature thereof and what
               action Borrower proposes to take with respect thereto and (B)
               sets forth, for the quarter or year covered by such Financial
               Statements or as of the last day of such quarter or year (as the
               case may be), the calculation of the financial ratios and tests
               provided in Paragraph 5.03;

                      (iv) As soon as available and in no event later than
               forty-five (45) days after the last day of each fiscal quarter of
               Borrower, a certificate of the chief financial officer or
               treasurer of Borrower which sets forth, for the consecutive four
               quarter period ending on the last day of such quarter, the
               calculation of Borrower's EBITDA and Senior Debt/EBITDA Ratio for
               such period;

                      (v) As soon as possible and in no event later than five
               (5) Business Days after any officer of Borrower knows of the
               occurrence or existence of



                                       47
<PAGE>   52

               (A) any Reportable Event under any Employee Benefit Plan or
               Multiemployer Plan; (B) any actual or threatened litigation,
               suits, claims or disputes against Borrower or any of its
               Subsidiaries involving potential monetary damages payable by
               Borrower or its Subsidiaries of $2,000,000 or more (alone or in
               the aggregate); (C) any other event or condition which is
               reasonably likely to have a Material Adverse Effect; or (D) any
               Default; the statement of the chief financial officer or
               treasurer of Borrower setting forth details of such event,
               condition or Default and the action which Borrower proposes to
               take with respect thereto;

                      (vi) As soon as available and in no event later than ten
               (10) Business Days after they are sent, made available or filed,
               copies of (A) all registration statements and reports filed by
               Borrower or any of its Subsidiaries with any securities exchange
               or the Securities and Exchange Commission (including, without
               limitation, all 10-Q, 10-K and 8-Q reports); (B) all reports,
               proxy statements and financial statements sent or made available
               by Borrower or any of its Subsidiaries to its security holders;
               and (C) all press releases and other similar public announcements
               concerning any material developments in the business of Borrower
               or any of its Subsidiaries made available by Borrower or any of
               its Subsidiaries to the public generally;

                      (vii) As soon as available and in no event later than one
               hundred, twenty (120) days after the first day of each fiscal
               year of Borrower, the consolidated plan and forecast of Borrower
               and its Subsidiaries for such fiscal year and the next two
               succeeding years;

                      (viii) As soon as possible and in no event later than
               thirty (30) days after the establishment or acquisition by
               Borrower or any of its Subsidiaries of any new Subsidiary or any
               new Equity Securities of any Existing Subsidiary, written notice
               thereof; and

                      (ix) Such other instruments, agreements, certificates,
               opinions, statements, documents and information relating to the
               operations or condition (financial or otherwise) of Borrower or
               its Subsidiaries, and compliance by Borrower with the terms of
               this Agreement and the other Credit Documents as Agent may from
               time to time reasonably request.

               (b) Books and Records. Borrower and its Subsidiaries shall at all
        times keep proper books of record and account in which full, true and
        correct entries will be made of their transactions in accordance with
        GAAP.

               (c) Inspections.

                    (i) If no Default or Event of Default then exists, at such
               Lender's expense, Borrower and its Subsidiaries shall permit any
               Person designated by any Lender, upon reasonable notice and
               during normal business hours, to visit and inspect any of the
               properties and offices of Borrower and its Subsidiaries, to



                                       48
<PAGE>   53
               examine the books and records of Borrower and its Subsidiaries
               and make copies thereof and to discuss the affairs, finances and
               business of Borrower and its Subsidiaries with, and to be advised
               as to the same by, their officers, auditors and accountants, all
               at such times and intervals as any Lender may reasonably request.

                      (ii) If a Default or Event of Default then exists, at the
               expense of Borrower, Borrower and its Subsidiaries shall permit
               any Person designated by any Lender, to visit and inspect any of
               the properties and offices of Borrower and its Subsidiaries, to
               examine the books and records of Borrower and its Subsidiaries
               and make copies thereof and to discuss the affairs, finances and
               business of Borrower and its Subsidiaries with, and to be advised
               as to the same by, their officers, auditors and accountants, all
               at such times and intervals as any Lender may reasonably request.

               (c) Insurance.  Borrower and its Subsidiaries shall:

                      (i) Carry and maintain insurance of the types and in the
               amounts customarily carried from time to time during the term of
               this Agreement by others engaged in substantially the same
               business as such Person and operating in the same geographic area
               as such Person, including, but not limited to, fire, public
               liability, property damage and worker's compensation;

                      (ii) Carry and maintain each policy for such insurance
               with financially sound insurers; and

                      (iii) Deliver to Agent from time to time, as Agent may
               reasonably request, schedules setting forth all insurance then in
               effect.

               (e) Governmental Charges and Other Indebtedness. Borrower and its
        Material Subsidiaries shall promptly pay and discharge when due (i) all
        taxes and other Governmental Charges prior to the date upon which
        penalties accrue thereon, (ii) all indebtedness which, if unpaid, could
        become a Lien upon the property of Borrower or its Subsidiaries (other
        than Liens permitted under Subparagraph 5.02(b))and (iii) all other
        indebtedness which, in each case, if unpaid, is reasonably likely to
        have a Material Adverse Effect, except such Indebtedness as may in good
        faith be contested or disputed, or for which arrangements for deferred
        payment have been made, provided that in each such case appropriate
        reserves are maintained to the reasonable satisfaction of Agent.

               (f) Use of Proceeds. Borrower shall not use any part of the
        proceeds of any Loan, directly or indirectly, for the purpose of
        purchasing or carrying any Margin Stock or for the purpose of purchasing
        or carrying or trading in any securities under such circumstances as to
        involve Borrower or any Lender Party in a violation of Regulations T, U
        or X issued by the Federal Reserve Board.

               (g) General Business Operations. Each of Borrower and its
        Material Subsidiaries shall (i) preserve and maintain its corporate
        existence and all of its rights,



                                       49
<PAGE>   54
        privileges and franchises reasonably necessary to the conduct of its
        business (except as otherwise permitted pursuant to Subparagraph 5.02(c)
        and Subparagraph 5.02(d)), (ii) conduct its business activities in
        compliance with all Requirements of Law and Contractual Obligations
        applicable to such Person, the violation of which is reasonably likely
        to have a Material Adverse Effect and (iii) keep all property useful and
        necessary in its business in good working order and condition, ordinary
        wear and tear excepted. Borrower shall maintain its chief executive
        office and principal place of business in the United States and shall
        not relocate its chief executive office or principal place of business
        outside of California except upon not less than thirty (30) days prior
        written notice to Agent.

               (h) Year 2000 Compatibility. Each of Borrower and its
        Subsidiaries shall take all acts reasonably necessary so that all
        internal software, hardware, firmware, equipment, goods and systems
        utilized by or material to their business operations or financial
        condition will properly perform date sensitive functions before, during
        and after the year 2000. At the request of Agent, Borrower shall provide
        to Agent such certifications or other evidence of compliance with this
        Subparagraph 5.01(h) as Agent may from time to time reasonably require.

        5.02. Negative Covenants. Until the termination of this Agreement and
the satisfaction in full by Borrower of all Obligations, Borrower will comply,
and will cause compliance, with the following negative covenants, unless
Required Lenders shall otherwise consent in writing:

               (a) Indebtedness. Neither Borrower nor any of its Subsidiaries
        shall create, incur, assume or permit to exist any Indebtedness except
        for the following ("Permitted Indebtedness"):

                      (i)  The Obligations under the Credit Documents;

                      (ii) Indebtedness of Borrower and its Subsidiaries listed
               in Schedule 5.02(a) of the Disclosure Letter and existing on the
               date of this Agreement;

                      (iii) Indebtedness of Borrower and its Subsidiaries
               arising from the endorsement of instruments for collection in the
               ordinary course of Borrower's or a Subsidiary's business;

                      (iv) Indebtedness of Borrower and its Subsidiaries for
               trade accounts payable, provided that (A) such accounts arise in
               the ordinary course of business and (B) no material part of such
               account is more than ninety (90) days (or such greater number of
               days to which the payee shall agree) past due (unless subject to
               a bona fide dispute and for which adequate reserves have been
               established);

                      (v) cash advances received from customers in the ordinary
               course of business;




                                       50
<PAGE>   55
                      (vi) Indebtedness of Borrower and its Subsidiaries under
               Rate Contracts, provided that all such arrangements are entered
               into in connection with bona fide hedging operations and not for
               speculation;

                      (vii) Indebtedness of Borrower and its Subsidiaries under
               purchase money loans and Capital Leases incurred by Borrower or
               any of its Subsidiaries to finance the acquisition by such Person
               of real property, fixtures or equipment provided that (A) in each
               case, (y) such Indebtedness is incurred at the time of, or not
               later than one hundred twenty (120) days after, the acquisition
               of the property so financed and (z) such Indebtedness does not
               exceed the purchase price of the property so financed and (B) the
               aggregate amount of such Indebtedness outstanding at any time
               does not exceed ten percent (10%) of Borrower's Tangible Net
               Worth on the last day of the immediately preceding fiscal year;

                      (viii) Indebtedness of Borrower and its Subsidiaries under
               initial or successive refinancings of any Indebtedness permitted
               by clause (ii) or (vii) above, provided that (A) the principal
               amount of any such refinancing does not exceed the principal
               amount of the Indebtedness being refinanced (except to the extent
               any excess is otherwise permitted by another clause of this
               Subparagraph 5.02(a)) and (B) the material terms and provisions
               of any such refinancing (including maturity, redemption,
               prepayment, default and subordination provisions) are no less
               favorable to Lenders than the Indebtedness being refinanced;

                      (ix) Indebtedness of Borrower and its Subsidiaries with
               respect to surety, appeal, indemnity, performance or other
               similar bonds in the ordinary course of business;

                      (x) Indebtedness of Borrower and its Subsidiaries to and
               among each other;

                      (xi) Indebtedness of any Subsidiary acquired by Borrower
               or any of its Subsidiaries after the date of this Agreement
               pursuant to Subparagraph 5.02(d), provided that (A) such
               Indebtedness exists at the time such Subsidiary is so acquired
               and (B) such Indebtedness was not created in contemplation of
               such acquisition;

                      (xii) Indebtedness of Borrower under a "synthetic" lease
               of the property located at 2240 Ringwood Avenue, San Jose, CA
               95131, provided that the aggregate principal amount of such
               Indebtedness outstanding at any time does not exceed $10,000,000;

                      (xiii) Subordinated Indebtedness of Borrower, provided
               that the aggregate principal amount of such Indebtedness
               outstanding at any time does not exceed $250,000,000; and



                                       51
<PAGE>   56



                      (xiv) Other Indebtedness of Borrower and its Subsidiaries,
               provided that the aggregate amount of such other Indebtedness
               outstanding at any time does not exceed ten percent (10%) of
               Borrower's Tangible Net Worth on the last day of the immediately
               preceding fiscal year.

               (b) Liens. Neither Borrower nor any of its Subsidiaries shall
        create, incur, assume or permit to exist any Lien on or with respect to
        any of its assets or property of any character, whether now owned or
        hereafter acquired, except for the following ("Permitted Liens"):

                      (i) Liens in favor of any Lender Party created by the
               Credit Documents and securing the Obligations;

                      (ii) Liens listed in Schedule 5.02(b) of the Disclosure
               Letter and existing on the date of this Agreement;

                      (iii) Liens for taxes or other Governmental Charges not at
               the time delinquent or thereafter payable without penalty or
               being contested in good faith, provided that adequate reserves
               for the payment thereof have been established in accordance with
               GAAP;

                      (iv) Liens of carriers, warehousemen, mechanics,
               materialmen, vendors, and landlords and other similar Liens
               imposed by law incurred in the ordinary course of business for
               sums not overdue or being contested in good faith, provided that
               adequate reserves for the payment thereof have been established
               in accordance with GAAP;

                      (v) (A) Deposits under workers' compensation, unemployment
               insurance and social security laws or to secure the performance
               of bids, tenders, contracts (other than for the repayment of
               borrowed money) or leases, or to secure statutory obligations of
               surety or appeal bonds or to secure indemnity, performance or
               other similar bonds in the ordinary course of business and (B)
               Liens on equipment under operating leases entered into in the
               ordinary course of business;

                      (vi) Zoning restrictions, easements, rights-of-way, title
               irregularities and other similar encumbrances, which alone or in
               the aggregate are not substantial in amount and do not materially
               detract from the value of the property subject thereto or
               interfere with the ordinary conduct of the business of Borrower
               or any of its Subsidiaries;

                      (vii) Banker's Liens and similar Liens (including set-off
               rights) in respect of bank deposits or brokerage accounts;

                      (viii) Liens on any property or assets acquired, or on the
               property or assets of any Persons acquired, by Borrower or any of
               its Subsidiaries after the



                                       52
<PAGE>   57
               date of this Agreement pursuant to Subparagraph 5.02(d), provided
               that (A) such Liens exist at the time such property or assets or
               such Persons are so acquired and (B) such Liens were not created
               in contemplation of such acquisitions;

                      (ix) Judgement Liens, provided that such Liens do not
               constitute an Event of Default under Subparagraph 5.01(h) of the
               Lease Agreement;

                      (x) Liens in favor of customs and revenue authorities
               arising as a matter of law to secure payment of customs duties
               and in connection with the importation of goods in the ordinary
               course of Borrower's and its Subsidiaries' businesses;

                      (xi) Liens securing Indebtedness which constitutes
               Permitted Indebtedness under clause (vii) of Subparagraph 5.02(a)
               provided that, in each case, such Lien (A) covers only those
               assets, the acquisition of which was financed by such Permitted
               Indebtedness, and (B) secures only such Permitted Indebtedness;

                      (xii) Liens on the property or assets of any Subsidiary of
               Borrower in favor of Borrower or any other Subsidiary of
               Borrower;

                      (xiii) Liens incurred in connection with the extension,
               renewal or refinancing of the Indebtedness secured by the Liens
               described in clause (ii) or (xii) above, provided that any
               extension, renewal or replacement Lien (A) is limited to the
               property covered by the existing Lien and (B) secures
               Indebtedness which is no greater in amount and has material terms
               no less favorable to the Lenders than the Indebtedness secured by
               the existing Lien;

                      (xiv) Liens in the property that is the subject of the
               "synthetic" lease referred in clause (xi) of Subparagraph 5.02(a)
               and in any related property; and

                      (xv) Other Liens, provided that the aggregate amount of
               the Indebtedness secured by such other Liens does not exceed at
               any time five percent (5%) of Borrower's Tangible Net Worth on
               the last day of the immediately preceding fiscal year.

               (c) Asset Dispositions. Neither Borrower nor any of its Material
        Subsidiaries shall sell, lease, transfer or otherwise dispose of all or
        any part of its assets or property, whether now owned or hereafter
        acquired, except for the following:

                      (i) Sales of inventory by Borrower and its Subsidiaries in
               the ordinary course of their businesses;

                      (ii) Sales or other dispositions of surplus, damaged, worn
               or obsolete equipment or inventory in the ordinary course of
               their businesses;



                                       53
<PAGE>   58

                      (iii) Sales or other dispositions of Investments permitted
               by clause (i) of Subparagraph 5.02(e) for not less than fair
               market value;

                      (iv) Sales or assignments of defaulted receivables to a
               collection agency in the ordinary course of business;

                      (v) Sales (including, without limitation, sales to ABN
               AMRO in its individual capacity) for cash of Accounts if such
               sales are on a non-recourse basis and at a discount not exceeding
               fifteen percent (15%) of the face amount of such Account;
               provided, however, that the aggregate amount of Accounts which
               can be so transferred in any fiscal quarter of Borrower shall not
               exceed the lesser of Twenty-Five Million Dollars ($25,000,000)
               and twenty percent (20%) of the gross amount of all Accounts
               created during the immediately preceding fiscal quarter;

                      (vi) Sales of the capital stock of any non-Material
               Subsidiary;

                      (vii) Sales of the property that is the subject of the
               "synthetic" lease referred in clause (xi) of Subparagraph 5.02(a)
               and in any related property;

                      (viii) Sales or other dispositions of assets or property
               in connection with mergers and acquisitions permitted under
               clause (i) of Subparagraph 5.02(d);

                      (ix) Licenses by Borrower or its Subsidiaries of its
               patents, copyrights, trademarks, trade names and service marks in
               the ordinary course of its business provided that, in each case,
               the terms of the transaction are terms which then would prevail
               in the market for similar transactions between unaffiliated
               parties dealing at arm's length;

                      (x) Sales or other dispositions of assets and property by
               Borrower to any of Borrower's Subsidiaries or by any of
               Borrower's Subsidiaries to Borrower or any of its other
               Subsidiaries, provided that unless such Subsidiary is not a
               Material Subsidiary or any other Subsidiary in which seventy-five
               percent (75%) or more of the equity interest in such Subsidiary
               is owned by Borrower or a Material Subsidiary, the terms of any
               such sales or other dispositions by or to Borrower are terms
               which are no less favorable to Borrower then would prevail in the
               market for similar transactions between unaffiliated parties
               dealing at arm's length; and

                      (xi) Other sales, leases, transfers and disposals of
               assets and property, provided that (A) no Default has occurred
               and is continuing on the date of, or will result after giving
               effect to, any such sale, lease, transfer or disposal and (B) the
               aggregate book value of all such assets and property so sold,
               leased, transferred or otherwise disposed of in any fiscal year
               does not exceed five percent (5%) of Borrower's Tangible Net
               Worth on the last day of the immediately preceding fiscal year.



                                       54
<PAGE>   59
               (d) Mergers, Acquisitions, Etc. Neither Borrower nor any of its
        Subsidiaries shall consolidate with or merge into any other Person or
        permit any other Person to merge into it, acquire any Person as a new
        Subsidiary or acquire all or substantially all of the assets of any
        other Person, except for the following:

                      (i) Borrower and its Subsidiaries may merge with each
               other, provided that (A) in any such merger involving Borrower,
               Borrower is the surviving corporation and (B) no Default has
               occurred and is continuing on the date of, or will result after
               giving effect to, any such merger; and

                      (ii) Other acquisitions of any Person as a new Subsidiary
               or of all or substantially all of the assets of any other Person,
               provided that:

                             (A) No Default has occurred and is continuing on
                      the date of, or will result after giving effect to, any
                      such acquisition; and

                             (B) The aggregate consideration paid by Borrower
                      and its Subsidiaries for all such acquisitions during the
                      period from the date of this Agreement through the
                      Maturity Date does not exceed (1) $50,000,000 in either
                      cash or seller-financed Indebtedness or (2) $100,000,000
                      in Equity Securities of Borrower and its Subsidiaries
                      (calculated as of the date such consideration is paid).

               (e) Investments. Neither Borrower nor any of its Subsidiaries
        shall make any Investment except for Investments in the following:

                      (i) Investments permitted by the investment policy of
               Borrower set forth in Schedule 5.02(e) or, if any changes to the
               investment policy of Borrower are hereafter duly approved by the
               Board of Directors of Borrower, in any subsequent investment
               policy which is the most recent investment policy delivered by
               Borrower to Agent with a certificate of Borrower's chief
               financial officer to the effect that such investment policy has
               been duly approved by Borrower's Board of Directors and is then
               in effect;

                      (ii) Investments received by Borrower and its Subsidiaries
               in connection with the bankruptcy or reorganization of customers
               and suppliers and in settlement of delinquent obligations of, and
               other disputes with, customers and suppliers arising in the
               ordinary course of business;

                      (iii) Investments by Borrower and its consolidated
               Subsidiaries in each other;

                      (iv) Investments consisting of loans to employees and
               officers for travel, relocation and other similar expenses
               incurred in the ordinary course of business;



                                       55
<PAGE>   60

                      (v) Investments by Borrower and its Subsidiaries in
               interest rate protection, currency swap and other Rate Contracts,
               provided that all such arrangements are entered into in
               connection with bona fide hedging operations and not for
               speculation;

                      (vi)   Deposit accounts;

                      (vii) Endorsements of negotiable instruments in the
               ordinary course of business;

                      (viii) Investments permitted by Subparagraph 5.02(d);

                      (ix) Loans, advances or other extensions of credit to
               suppliers in the ordinary course of Borrower's or such
               Subsidiary's business as presently conducted which do not exceed
               in the aggregate Seven Million Five Hundred Thousand Dollars
               ($7,500,000) at any time outstanding; and

                      (x) Other Investments, provided that:

                             (A) No Default has occurred and is continuing on
                      the date of, or will result after giving effect to, any
                      such Investment; and

                             (B) The aggregate consideration paid by Borrower
                      and its Subsidiaries for all such Investments in any
                      fiscal year does not exceed $20,000,000.

               (f) Dividends, Redemptions, Etc. Neither Borrower nor any of its
        Subsidiaries shall pay any dividends or make any distributions on its
        Equity Securities; purchase, redeem, retire, defease or otherwise
        acquire for value any of its Equity Securities; return any capital to
        any holder of its Equity Securities as such; make any distribution of
        assets, Equity Securities, obligations or securities to any holder of
        its Equity Securities as such; or set apart any sum for any such
        purpose; except as follows:

                      (i) Either Borrower or any of its Subsidiaries may pay
               dividends on its capital stock payable solely in such Person's
               own capital stock;

                      (ii) Any Subsidiary of Borrower may pay dividends to
               Borrower; and

                      (iii) Borrower may repurchase or redeem its capital stock
               for cash, provided that, in each case, no Default has occurred
               and is continuing on the date of, or will result after giving
               effect to, any such payment, repurchase or redemption.

               (g) Change in Business. Neither Borrower nor any of its
        Subsidiaries shall engage in any business other than the designing,
        manufacturing, assembling, marketing, licensing and distributing, of
        semiconductor capital equipment, optical or related equipment or devices
        or components thereof, and related activities.



                                       56
<PAGE>   61

               (h) Employee Benefit Plans. Neither Borrower nor any ERISA
        Affiliate shall (A) adopt or institute any Employee Benefit Plan that is
        an employee pension benefit plan within the meaning of Section 3(2) of
        ERISA, (B) take any action which will result in the partial or complete
        withdrawal, within the meanings of sections 4203 and 4205 of ERISA, from
        a Multiemployer Plan, (C) engage or permit any Person to engage in any
        transaction prohibited by section 406 of ERISA or section 4975 of the
        IRC involving any Employee Benefit Plan or Multiemployer Plan which
        would subject Borrower or any ERISA Affiliate to any tax, penalty or
        other liability including a liability to indemnify, (D) incur or allow
        to exist any accumulated funding deficiency (within the meaning of
        section 412 of the IRC or section 302 of ERISA), (E) fail to make full
        payment when due of all amounts due as contributions to any Employee
        Benefit Plan or Multiemployer Plan, (F) fail to comply with the
        requirements of section 4980B of the IRC or Part 6 of Title I(B) of
        ERISA, or (G) adopt any amendment to any Employee Benefit Plan which
        would require the posting of security pursuant to section 401(a)(29) of
        the IRC, where singly or cumulatively, the above would be reasonably
        likely to have a Material Adverse Effect.

               (i) Transactions With Affiliates. Neither Borrower nor any of its
        Subsidiaries shall enter into any Contractual Obligation with any
        Affiliate (other than Borrower or one of its Subsidiaries) or engage in
        any other transaction with any such Affiliate except upon terms at least
        as favorable to Borrower or such Subsidiary as an arms-length
        transaction with unaffiliated Persons.

               (j) Accounting Changes. Neither Borrower nor any of its
        Subsidiaries shall (i) change its fiscal year (currently October 1
        through September 30) or (ii) except as required by GAAP, change its
        accounting practices in any manner which would affect Borrower's
        compliance with Paragraph 5.03.

        5.03. Financial Covenants. Until the termination of this Agreement and
the satisfaction in full by Borrower of all Obligations, Borrower will comply,
and will cause compliance, with the following financial covenants, unless
Required Lenders shall otherwise consent in writing:

               (a) Quick Ratio. Borrower shall not permit its Quick Ratio on the
        last day of any fiscal quarter to be less than 1.00.

               (b) Fixed Charge Coverage Ratio. Borrower shall not permit its
        Fixed Charge Coverage Ratio for any period set forth below to be less
        than the ratio set forth opposite such period below:

               The quarter ending on
                      March 31, 1999                      1.50;

               The consecutive two-quarter
                      period ending on
                      June 30, 1999                       2.00;

               The consecutive three-quarter



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<PAGE>   62

               period ending on
                      September 30, 1999                  2.50;

               The consecutive four-quarter period 
                      ending on December 31, 1999 and 
                      each consecutive four-quarter 
                      period ending on the last 
                      day of each quarter thereafter      3.50.

               (c) Leverage Ratio. Borrower shall not permit its Leverage Ratio
        on the last day of any fiscal quarter to be greater than 0.25.

               (d) Tangible Net Worth. Borrower shall not permit its Tangible
        Net Worth on the last day of any fiscal quarter (such date to be
        referred to in this Subparagraph 5.03(d) as a "determination date")
        which occurs after September 28, 1997 (such date to be referred to in
        this Subparagraph 5.03(d) as the "base date") to be less than the sum on
        such determination date of the following:

                      (i) Ninety percent (90%) of the Tangible Net Worth of
               Borrower and its Subsidiaries on the base date;

                                             plus

                      (ii) Eighty percent (80%) of the sum of Borrower's
               consolidated quarterly net income (ignoring any quarterly losses)
               for each fiscal quarter after the base date through and including
               the fiscal quarter ending on the determination date;

                                             plus

                      (iii) Seventy-five percent (75%) of the Net Proceeds of
               all Equity Securities issued by Borrower and its Subsidiaries (to
               Persons other than Borrower or its Subsidiaries) during the
               period commencing on the base date and ending on the
               determination date;

                                             plus

                      (iv) Seventy-five percent (75%) of the principal amount of
               all debt securities of Borrower and its Subsidiaries converted
               into Equity Securities of Borrower and its Subsidiaries during
               the period commencing on the base date and ending on the
               determination date.

               (e) Profitability.



                                       58
<PAGE>   63
                      (i) During the period April 1 - December 31, 1998,
               Borrower shall not permit (A) its Adjusted Net Income for any
               quarter to be a loss exceeding $(20,000,000) or (B) the sum of
               all such quarterly losses (excluding any quarterly profits) to
               exceed $(30,000,000).

                      (ii) During the period January 1 - September 30, 1999,
               Borrower shall not permit the sum of all quarterly losses based
               upon its Adjusted Net Income (excluding any quarterly profits) to
               exceed $(5,000,000).

                      (iii) Thereafter, Borrower shall not permit (A) its
               Adjusted Net Income for any quarter to be a loss exceeding
               $(10,000,000), (B) its Adjusted Net Income to be a loss in more
               than two quarters in any consecutive four-quarter period
               (commencing with the consecutive four-quarter period ending on
               December 31, 1999) or (C) its Adjusted Net Income for any
               consecutive four-quarter period (commencing with the consecutive
               four-quarter period ending on December 31, 1999) to be a loss.


SECTION VI.    DEFAULT.

        6.01. Events of Default. The occurrence or existence of any one or more
of the following shall constitute an "Event of Default" hereunder:

               (a) Non-Payment. Borrower shall fail to pay within five (5)
        Business Days of when due any principal, interest, fees or other amount
        payable under the terms of this Agreement or any of the other Credit
        Documents; or

               (b) Specific Defaults. Borrower or any of its Subsidiary shall
        fail to observe or perform any covenant, obligation, condition or
        agreement set forth in Paragraph 5.02 (other than Subparagraph
        5.02(i))or Paragraph 5.03; or

               (c) Other Defaults. Borrower or any of its Subsidiaries shall
        fail to observe or perform any other covenant, obligation, condition or
        agreement contained in this Agreement or the other Credit Documents and
        such failure shall continue for thirty (30) days after the earlier of
        (i) Borrower's written acknowledgement of such failure and (ii) Agent's
        or any Lender's written notice to Borrower of such failure; or

               (d) Representations and Warranties. Any representation, warranty,
        certificate, information or other statement (financial or otherwise)
        made or furnished by or on behalf of Borrower or any of its Subsidiaries
        to any Lender Party in or in connection with this Agreement or any of
        the other Credit Documents, or as an inducement to Agent or any Lender
        to enter into this Agreement, shall be false, incorrect, incomplete or
        misleading in any material respect when made or furnished and Borrower
        shall not have cured the facts or circumstances causing such
        representation, warranty, certificate or other statement to be false,
        incorrect, incomplete or misleading not later than thirty days (30) days
        after the



                                       59
<PAGE>   64

        earlier of (i) Borrower's written acknowledgement thereof and (ii)
        Agent's or any Lender's written notice to Borrower thereof; or

               (e) Cross-Default. (i) Borrower or any of its Subsidiaries shall
        fail to make any payment on account of any Indebtedness of such Person
        (other than the Obligations) when due (whether at scheduled maturity, by
        required prepayment, upon acceleration or otherwise) and such failure
        shall continue beyond any period of grace provided with respect thereto,
        if the amount of such Indebtedness exceeds $2,000,000 or the effect of
        such failure is to cause, or permit the holder or holders thereof to
        cause, Indebtedness of Borrower and its Subsidiaries (other than the
        Obligations) in an aggregate amount exceeding $2,000,000 to become due
        or payable (whether at scheduled maturity, by required prepayment or
        redemption, upon acceleration or otherwise) and/or to be secured by cash
        collateral or (ii) Borrower or any of its Subsidiaries shall otherwise
        fail to observe or perform any agreement, term or condition contained in
        any agreement or instrument relating to any Indebtedness of such Person
        (other than the Obligations), or any other event shall occur or
        condition shall exist, if the effect of such failure, event or condition
        is to cause, or permit the holder or holders thereof to cause,
        Indebtedness of Borrower and its Subsidiaries (other than the
        Obligations) in an aggregate amount exceeding $2,000,000 to become due
        or payable (whether at scheduled maturity, by required prepayment or
        redemption, upon acceleration or otherwise) and/or to be secured by cash
        collateral; or

               (f) Insolvency, Voluntary Proceedings. Borrower or any of its
        Subsidiaries shall (i) apply for or consent to the appointment of a
        receiver, trustee, liquidator or custodian of itself or of all or a
        substantial part of its property, (ii) be unable, or admit in writing
        its inability, to pay its debts generally as they mature, (iii) make a
        general assignment for the benefit of its or any of its creditors, (iv)
        be dissolved or liquidated in full or in part, (v) become insolvent (as
        such term may be defined or interpreted under any applicable statute),
        (vi) commence a voluntary case or other proceeding seeking liquidation,
        reorganization or other relief with respect to itself or its debts under
        any bankruptcy, insolvency or other similar law now or hereafter in
        effect or consent to any such relief or to the appointment of or taking
        possession of its property by any official in an involuntary case or
        other proceeding commenced against it, or (vi) take any action for the
        purpose of effecting any of the foregoing; or

               (g) Involuntary Proceedings. Proceedings for the appointment of a
        receiver, trustee, liquidator or custodian of Borrower or any of its
        Subsidiaries or of all or a substantial part of the property thereof, or
        an involuntary case or other proceedings seeking liquidation,
        reorganization or other relief with respect to Borrower or any of its
        Subsidiaries or the debts thereof under any bankruptcy, insolvency or
        other similar law now or hereafter in effect shall be commenced and an
        order for relief entered or such proceeding shall not be dismissed or
        discharged within sixty (60) days of commencement; or



                                       60
<PAGE>   65



               (h) Judgments. (i) One or more judgments, orders, decrees or
        arbitration awards requiring Borrower and/or its Subsidiaries to pay an
        aggregate amount of $2,000,000 or more (exclusive of amounts covered by
        insurance issued by an insurer not an Affiliate of Borrower and
        otherwise satisfying the requirements set forth in Subparagraph 5.01(d))
        shall be rendered against Borrower and/or any of its Subsidiaries in
        connection with any single or related series of transactions, incidents
        or circumstances and the same shall not be satisfied, vacated or stayed
        for a period of forty (40) consecutive days; (ii) any judgment, writ,
        assessment, warrant of attachment, tax lien or execution or similar
        process shall be issued or levied against a substantial part of the
        property of Borrower or any of its Subsidiaries and the same shall not
        be released, stayed, vacated or otherwise dismissed within fifteen (15)
        days after issue or levy; or (iii) any other judgments, orders, decrees,
        arbitration awards, writs, assessments, warrants of attachment, tax
        liens or executions or similar processes which, alone or in the
        aggregate, are reasonably likely to have a Material Adverse Effect are
        rendered, issued or levied; or

               (i) Credit Documents. Any Credit Document or any material term
        thereof shall cease to be, or be asserted by Borrower or any of its
        Subsidiaries not to be, a legal, valid and binding obligation of
        Borrower or any of its Subsidiaries enforceable in accordance with its
        terms; or

               (j) ERISA. Any Reportable Event which constitutes grounds for the
        termination of any Employee Benefit Plan by the PBGC or for the
        appointment of a trustee by the PBGC to administer any Employee Benefit
        Plan shall occur, or any Employee Benefit Plan shall be terminated
        within the meaning of Title IV of ERISA or a trustee shall be appointed
        by the PBGC to administer any Employee Benefit Plan; or

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

               (l) Material Adverse Effect. Any event(s) or condition(s) which
        is (are) reasonably likely to have a Material Adverse Effect shall occur
        or exist.

     6.02. Remedies. At any time after the occurrence and during the continuance
of any Event of Default (other than an Event of Default referred to in
Subparagraph 6.01(f) or 6.01(g)), Agent may, with the consent of the Required
Lenders, or shall, upon instructions from the Required Lenders, by written
notice to Borrower, (a) terminate the Commitments and the obligations of the
Lenders and Issuing Bank to make Loans and issue Letters of Credit, (b) declare
all outstanding Obligations payable by Borrower to be immediately due and
payable without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived, anything contained herein or in the
Notes to the contrary notwithstanding, and/or (c) direct Borrower to deliver to
Agent funds in an amount equal to the aggregate stated amount of all outstanding
Letters of Credit. Upon the occurrence or existence of any Event of Default
described in Subparagraph 6.01(f) or 6.01(g), immediately and without notice,
(1) the Commitments and the obligations of the Lenders to make Loans shall
automatically terminate and (2) all outstanding Obligations payable by Borrower
hereunder shall automatically become immediately due and payable, without
presentment, demand, protest or any other notice of any



                                       61
<PAGE>   66

kind, all of which are hereby expressly waived, anything contained herein or in
the Notes to the contrary notwithstanding. Borrower immediately shall deliver to
Agent all funds directed by Agent pursuant to clause (c) above, and Agent shall
hold such funds in a non-interest bearing account as collateral for the
Obligations. Borrower hereby grants to Agent, for the benefit of Agent and the
Lenders, a security interest in such funds and such account. In addition to the
foregoing remedies, upon the occurrence or existence of any Event of Default,
Agent may exercise any other right, power or remedy available to it under any of
the Credit Documents or otherwise by law, either by suit in equity or by action
at law, or both.


SECTION VII.    THE AGENT AND RELATIONS AMONG LENDERS.

     7.01. Appointment, Powers and Immunities. Each Lender hereby appoints and
authorizes Agent to act as its agent hereunder and under the other Credit
Documents with such powers as are expressly delegated to Agent by the terms of
this Agreement and the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement or in any
other Credit Document, be a trustee for any Lender or have any fiduciary duty to
any Lender. Notwithstanding anything to the contrary contained herein Agent
shall not be required to take any action which is contrary to this Agreement or
any other Credit Document or any applicable Governmental Rule. Neither Agent nor
any Lender shall be responsible to any other Lender for any recitals,
statements, representations or warranties made by Borrower or any of its
Subsidiaries contained in this Agreement or in any other Credit Document, for
the value, validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Credit Document or for any failure by Borrower or
any of its Subsidiaries to perform their respective obligations hereunder or
thereunder. Agent may employ agents and attorneys-in-fact and shall not be
responsible to any Lender for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Neither Agent nor any of
its directors, officers, employees, agents or advisors shall be responsible to
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Credit Document or in connection herewith or therewith,
except for its or their own gross negligence or willful misconduct. Except as
otherwise provided under this Agreement, Agent shall take such action with
respect to the Credit Documents as shall be directed by the Required Lenders.

     7.02. Reliance by Agent. Agent shall be entitled to rely upon any
certificate, notice or other document (including any cable, telegram, facsimile
or telex) believed by it in good faith to be genuine and correct and to have
been signed or sent by or on behalf of the proper Person or Persons, and upon
advice and statements of legal counsel, independent accountants and other
experts selected by Agent with reasonable care. As to any other matters not
expressly provided for by this Agreement, Agent shall not be required to take
any action or exercise any discretion, but shall be required to act or to
refrain from acting upon instructions of the Required Lenders and shall in all
cases be fully protected by Lenders in acting, or in refraining from acting,
hereunder or under any other Credit Document in accordance with the instructions
of the Required Lenders, and such instructions of the Required Lenders and any
action taken or failure to act pursuant thereto shall be binding on all of
Lenders.



                                       62
<PAGE>   67
     7.03. Defaults. Agent shall not be deemed to have knowledge or notice of
the occurrence of any Default unless Agent has received a written notice from a
Lender or Borrower, referring to this Agreement, describing such Default and
stating that such notice is a "Notice of Default". If Agent receives such a
notice of the occurrence of a Default, Agent shall give prompt notice thereof to
Lenders. Agent shall take such action with respect to such Default as shall be
reasonably directed by the Required Lenders; provided, however, that until Agent
shall have received such directions, Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default as it shall deem advisable in the best interest of Lenders.

     7.04. Indemnification. Without limiting the Obligations of Borrower
hereunder, each Lender agrees to indemnify Agent, ratably in accordance with
their Proportionate Shares, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may at any time be imposed on, incurred
by or asserted against Agent in any way relating to or arising out of this
Agreement or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or the enforcement of any of the
terms hereof or thereof; provided, however, that no Lender shall be liable for
any of the foregoing to the extent they arise from Agent's gross negligence or
willful misconduct. Agent shall be fully justified in refusing to take or in
continuing to take any action hereunder unless it shall first be indemnified to
its satisfaction by Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
obligations of each Lender under this Paragraph 7.04 shall survive the payment
and performance of the Obligations, the termination of this Agreement and any
Lender ceasing to be a party to this Agreement (with respect to events which
occurred prior to the time such Lender ceased to be a Lender hereunder).

     7.05. Non-Reliance. Each Lender represents that it has, independently and
without reliance on Agent, or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of the
business, prospects, management, financial condition and affairs of Borrower and
the Subsidiaries and its own decision to enter into this Agreement and agrees
that it will, independently and without reliance upon Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own appraisals and decisions in taking or not taking
action under this Agreement. Neither Agent nor any of its affiliates nor any of
their respective directors, officers, employees, agents or advisors shall (a) be
required to keep any Lender informed as to the performance or observance by
Borrower or any of its Subsidiaries of the obligations under this Agreement or
any other document referred to or provided for herein or to make inquiry of, or
to inspect the properties or books of Borrower or any of its Subsidiaries; (b)
have any duty or responsibility to provide any Lender with any credit or other
information concerning Borrower or any of its Subsidiaries which may come into
the possession of Agent, except for notices, reports and other documents and
information expressly required to be furnished to Lenders by Agent hereunder; or
(c) be responsible to any Lender for (i) any recital, statement, representation
or warranty made by Borrower or any officer, employee or agent of Borrower in
this Agreement or in any of the other Credit Documents, (ii) the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any Credit Document, (iii) the value or



                                       63
<PAGE>   68

sufficiency of any collateral or the validity or perfection of any of the liens
or security interests intended to be created by the Credit Documents, or (iv)
any failure by Borrower to perform its obligations under this Agreement or any
other Credit Document.

     7.06. Resignation or Removal of Agent. Agent may resign at any time by
giving thirty (30) days prior written notice thereof to Borrower and Lenders,
and Agent 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 Agent, which Agent, if not a Lender, shall be
reasonably acceptable to Borrower; provided, however, that Borrower shall have
no right to approve a successor Agent if a Default has occurred and is
continuing. Upon the acceptance of any appointment as Agent hereunder by a
successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from the duties and obligations
thereafter arising hereunder. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Section VII shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as Agent.

     7.07. Authorization. Agent is hereby authorized by Lenders to execute,
deliver and perform, each of the Credit Documents to which Agent is or is
intended to be a party and each Lender agrees to be bound by all of the
agreements of Agent contained in the Credit Documents.

     7.08. Agent in its Individual Capacity. Agent and its affiliates may make
loans to, accept deposits from and generally engage in any kind of banking or
other business with Borrower and its Subsidiaries and affiliates as though Agent
were not Agent hereunder. With respect to Loans, if any, made by Agent in its
capacity as a Lender, Agent in its capacity as a Lender shall have the same
rights and powers under this Agreement and the other Credit Documents as any
other Lender and may exercise the same as though it were not Agent, and the
terms "Lender" or "Lenders" shall include Agent in its capacity as a Lender.


SECTION VIII.    MISCELLANEOUS.

     8.01. Notices. Except as otherwise provided herein, all notices, requests,
demands, consents, instructions or other communications to or upon Borrower or
any Lender Party Agent under this Agreement or the other Credit Documents shall
be in writing and faxed, mailed or delivered, if to Borrower, Issuing Bank or
Agent, at its respective facsimile number or address set forth below or, if to
any Lender, at the address or facsimile number specified beneath the heading
"Address for Notices" under the name of such Lender in Part B of Schedule I (or
to such other facsimile number or address for any party as indicated in any
notice given by that party to the other parties). All such notices and
communications shall be effective (a) when sent by an overnight courier service
of recognized standing, on the second Business Day following the deposit with
such service; (b) when mailed, first class postage prepaid and addressed as
aforesaid through the United States Postal Service, upon receipt; (c) when
delivered by hand, upon delivery; and (d) when faxed, upon confirmation of
receipt; provided, however, that any notice delivered to Agent under Section II
shall not be effective until received by Agent.



                                       64
<PAGE>   69



        Agent and
        Issuing Bank:        ABN AMRO Bank N.V.
                             Capital Markets-Syndications Group
                             1325 Avenue of the Americas, 9th Floor
                             New York, NY  10019
                             Attn:  Linda Boardman
                             Tel. No: (212) 314-1724
                             Fax. No: (212) 314-1709

                             With a copy to:

                             ABN AMRO Bank N.V.
                             101 California Street, Suite 4550
                             San Francisco, CA  94111-5812
                             Attn: Robin Yim
                             Tel. No: (415) 984-3712
                             Fax. No: (415) 362-3524

               Borrower:     Silicon Valley Group, Inc.
                             101 Metro Drive, Suite 400
                             San Jose, CA 95110
                             Attn: Chief Financial Officer
                             Tel. No: (408) 434-0500
                             Fax. No: (408) 434-0216

Each Notice of Borrowing, Notice of Conversion, Notice of Interest Period
Selection and LC Application shall be given by Borrower to Agent's office
located at the address referred to above during Agent's normal business hours;
provided, however, that any such notice received by Agent after 11:00 a.m. on
any Business Day shall be deemed received by Agent on the next Business Day. In
any case where this Agreement authorizes notices, requests, demands or other
communications by Borrower to any Lender Party to be made by telephone or
facsimile, any Lender Party may conclusively presume that anyone purporting to
be a person designated in any incumbency certificate or other similar document
received by Agent or a Lender is such a person.

     8.02. Expenses. Borrower shall pay on demand, whether or not any Loan is
made hereunder, (a) all reasonable fees and expenses, including reasonable
attorneys' fees and expenses, incurred by Agent in connection with the
syndication of the facilities provided hereunder, the preparation, negotiation,
execution and delivery of, and the exercise of its duties under, this Agreement
and the other Credit Documents, and the preparation, negotiation, execution and
delivery of amendments and waivers hereunder and thereunder and (b) all
reasonable fees and expenses, including reasonable attorneys' fees and expenses,
incurred by and Lender Parties in the enforcement or attempted enforcement of
any of the Obligations or in preserving any of the Lender Parties' rights and
remedies (including, without limitation, all such fees and expenses incurred in
connection with any "workout" or restructuring affecting the Credit Documents or
the Obligations or any bankruptcy or similar proceeding involving Borrower or



                                       65
<PAGE>   70
any of its Subsidiaries). As used herein, the term "reasonable attorneys' fees
and expenses" shall include, without limitation, allocable costs and expenses of
Lender Parties' in-house legal counsel and staff. The obligations of Borrower
under this Paragraph 8.02 shall survive the payment and performance of the
Obligations and the termination of this Agreement.

     8.03. Indemnification. To the fullest extent permitted by law, Borrower
agrees to protect, indemnify, defend and hold harmless Lender Parties and their
Affiliates and their respective directors, officers, employees, agents and
advisors ("Indemnitees") from and against any and all liabilities, losses,
damages or expenses of any kind or nature and from any suits, claims or demands
(including in respect of or for reasonable attorney's fees and other expenses)
arising on account of or in connection with any matter or thing or action or
failure to act by Indemnitees, or any of them, arising out of or relating to the
Credit Documents or any transaction contemplated thereby, including without
limitation any use by Borrower of any proceeds of the Loans or any Letter of
Credit, except to the extent such liability arises from the willful misconduct
or gross negligence of such Indemnitee. Upon receiving knowledge of any suit,
claim or demand asserted by a third party that any Lender Party believes is
covered by this indemnity, such Lender Party shall give Borrower notice of the
matter and an opportunity to defend it, at Borrower's sole cost and expense,
with legal counsel reasonably satisfactory to such Lender Party; provided,
however, that Borrower shall not be responsible for the costs and expenses of
more than one such counsel (other than any local counsel and special counsel) in
any such action. Agent or such Lender may also require Borrower to defend the
matter. Any failure or delay of any Lender Party to notify Borrower of any such
suit, claim or demand shall not relieve Borrower of its obligations under this
Paragraph 8.03 but shall reduce such obligations to the extent of any increase
in those obligations caused solely by any such failure or delay which is
unreasonable. The obligations of Borrower under this Paragraph 8.03 shall
survive the payment and performance of the Obligations and the termination of
this Agreement.

     8.04. Waivers; Amendments. Any term, covenant, agreement or condition of
this Agreement or any other Credit Document may be amended or waived, and any
consent under this Agreement or any other Credit Document may be given, if such
amendment, waiver or consent is in writing and is signed by Borrower and the
Required Lenders (or Agent on behalf of the Required Lenders with the written
approval of the Required Lenders); provided, however that:

               (a) Any amendment, waiver or consent which would (i) increase the
        Total Commitment, (ii) extend the Maturity Date, (iii) reduce the
        principal of or interest on any Loan or any fees or other amounts
        payable for the account of Lenders hereunder, (iv) extend any scheduled
        principal, interest or fee payment date, (v) amend this Paragraph 8.04,
        or (vi) amend the definition of Required Lenders, must be in writing and
        signed or approved in writing by all Lenders;

               (b) Any amendment, waiver or consent which increases or decreases
        the Commitment of any Lender must be in writing and signed by such
        Lender;



                                       66
<PAGE>   71
               (c) Any amendment, waiver or consent which affects the rights or
        obligations of Agent must be in writing and signed by Agent; and

               (d) Any amendment, waiver or consent which increases the LC
        Commitment or otherwise affects the rights or obligations of Issuing
        Bank must be signed by Issuing Bank.

No failure or delay by any Lender Party in exercising any right under this
Agreement or any other Credit Document shall operate as a waiver thereof or of
any other right hereunder or thereunder nor shall any single or partial exercise
of any such right preclude any other further exercise thereof or of any other
right hereunder or thereunder. Unless otherwise specified in such waiver or
consent, a waiver or consent given hereunder shall be effective only in the
specific instance and for the specific purpose for which given.

     8.05. Successors and Assigns.

               (a) Binding Effect. This Agreement and the other Credit Documents
        shall be binding upon and inure to the benefit of Borrower, Lenders,
        Agent, all future holders of the Notes and their respective successors
        and permitted assigns, except that Borrower may not assign or transfer
        any of its rights or obligations under any Credit Document without the
        prior written consent of Agent and each Lender.

               (b) Participations. Any Lender may at any time sell to one or
        more banks or other financial institutions ("Participants")
        participating interests in any Loan owing to such Lender, any Note held
        by such Lender, any Commitment of such Lender or any other interest of
        such Lender under this Agreement and the other Credit Documents;
        provided, however, that no Lender may sell a participating interest in
        its Loans or Commitment in a principal amount of less than five million
        Dollars ($5,000,000). In the event of any such sale by a Lender of
        participating interests, such Lender's obligations under this Agreement
        shall remain unchanged, such Lender shall remain solely responsible for
        the performance thereof, such Lender shall remain the holder of its
        Notes for all purposes under this Agreement and Borrower and Agent shall
        continue to deal solely and directly with such Lender in connection with
        such Lender's rights and obligations under this Agreement. Any agreement
        pursuant to which any such sale is effected may require the selling
        Lender to obtain the consent of the Participant in order for such Lender
        to agree in writing to any amendment, waiver or consent of a type
        specified in clause (i), (ii), (iii) or (iv) of Subparagraph 8.04(a) but
        may not otherwise require the selling Lender to obtain the consent of
        such Participant to any other amendment, waiver or consent hereunder.
        Borrower also agrees that any Lender which has transferred any
        participating interest in its Commitment or Loans shall, notwithstanding
        any such transfer, be entitled to the full benefits accorded such Lender
        under Paragraph 2.10, Paragraph 2.11, and Paragraph 2.12, as if such
        Lender had not made such transfer.

               (c) Assignments. Any Lender may, at any time, sell and assign to
        any Lender or any Eligible Assignee (individually, an "Assignee Lender")
        all or a portion of its rights



                                       67
<PAGE>   72

        and obligations under this Agreement and the other Credit Documents
        (such a sale and assignment to be referred to herein as an "Assignment")
        pursuant to an assignment agreement in the form of Exhibit F (an
        "Assignment Agreement"), executed by each Assignee Lender and such
        assignor Lender (an "Assignor Lender") and delivered to Agent for its
        acceptance and recording in the Register; provided, however, that:

                      (i) Without the written consent of Agent, Issuing Bank
               and, if no Default has occurred and is continuing, Borrower
               (which consent of Agent, Issuing Bank and Borrower shall not be
               unreasonably withheld), no Lender may make any Assignment to any
               Assignee Lender which is not, immediately prior to such
               Assignment, a Lender hereunder or an Affiliate thereof; or

                      (ii) Without the written consent of Agent and, if no
               Default has occurred and is continuing, Borrower (which consent
               of Agent and Borrower shall not be unreasonably withheld), no
               Lender may make any Assignment to any Assignee Lender if, after
               giving effect to such Assignment, the Commitment of such Lender
               or such Assignee Lender would be less than Five Million Dollars
               ($5,000,000) (except that a Lender may make an Assignment which
               reduces its Commitment to zero without the written consent of
               Borrower and Agent) ; or

                      (iii) Without the written consent of Agent and, if no
               Default has occurred and is continuing, Borrower (which consent
               of Agent and Borrower shall not be unreasonably withheld), no
               Lender may make any Assignment which does not assign and delegate
               an equal pro rata interest in such Lender's Loans, Commitment and
               all other rights, duties and obligations of such Lender under
               this Agreement and the other Credit Documents.

        Upon such execution, delivery, acceptance and recording of each
        Assignment Agreement, from and after the Assignment Effective Date
        determined pursuant to such Assignment Agreement, (A) each Assignee
        Lender thereunder shall be a Lender hereunder with a Commitment as set
        forth on Attachment 1 to such Assignment Agreement (under the caption
        "Commitment After Assignment") and shall have the rights, duties and
        obligations of such a Lender under this Agreement and the other Credit
        Documents, and (B) the Assignor Lender thereunder shall be a Lender with
        a Commitment as set forth on Attachment 1 to such Assignment Agreement
        (under the caption "Commitment After Assignment"), or, if the Commitment
        of the Assignor Lender has been reduced to $0, the Assignor Lender shall
        cease to be a Lender and to have any obligation to make any Loan;
        provided, however, that any such Assignor Lender which ceases to be a
        Lender shall continue to be entitled to the benefits of any provision of
        this Agreement which by its terms survives the termination of this
        Agreement. Each Assignment Agreement shall be deemed to amend Schedule I
        to the extent, and only to the extent, necessary to reflect the addition
        of each Assignee Lender, the deletion of each Assignor Lender which
        reduces its Commitment to $0 and the resulting adjustment of Commitments
        arising from the purchase by each Assignee Lender of all or a portion of
        the rights and obligations of an Assignor Lender under this Agreement
        and the other Credit Documents. On or prior to



                                       68
<PAGE>   73

        the Assignment Effective Date determined pursuant to each Assignment
        Agreement, Borrower, at its own expense, shall execute and deliver to
        Agent, in exchange for the surrendered Note, if any, of the Assignor
        Lender thereunder, a new Note to the order of each Assignee Lender
        thereunder that requests such a note (with each new Note to be in an
        amount equal to the Commitment assumed by such Assignee Lender) and, if
        the Assignor Lender is continuing as a Lender hereunder, a new Note to
        the order of the Assignor Lender if so requested by such Assignor Lender
        (with the new Note to be in an amount equal to the Commitment retained
        by it). Each such new Note shall be dated the Closing Date and shall
        otherwise be in the form of the Note replaced thereby. The Note
        surrendered by the Assignor Lender shall be returned by Agent to
        Borrower marked "replaced". Each Assignee Lender which was not
        previously a Lender hereunder and which is not incorporated under the
        laws of the United States of America or a state thereof shall, within
        three (3) Business Days of becoming a Lender, deliver to Borrower and
        Agent two duly completed copies of United States Internal Revenue
        Service Form 1001 or 4224 (or successor applicable form), as the case
        may be, certifying in each case that such Lender is entitled to receive
        payments under this Agreement without deduction or withholding of any
        United States federal income taxes.

               (d) Register. Agent shall maintain at its address referred to in
        Paragraph 8.01 a copy of each Assignment Agreement delivered to it and a
        register (the "Register") for the recordation of the names and addresses
        of Lenders and the Commitments and Proportionate Shares of each Lender
        from time to time. The entries in the Register shall be conclusive in
        the absence of manifest error, and Borrower, Agent and Lenders may treat
        each Person whose name is recorded in the Register as the owner of the
        Loans recorded therein for all purposes of this Agreement. The Register
        shall be available for inspection by Borrower or any Lender at any
        reasonable time and from time to time upon reasonable prior notice.

               (e) Registration. Upon its receipt of an Assignment Agreement
        executed by an Assignor Lender and an Assignee Lender (and, to the
        extent required by Subparagraph 8.05(c), by Borrower and Agent) together
        with payment to Agent by Assignor Lender of a registration and
        processing fee of $3,000, Agent shall (i) promptly accept such
        Assignment Agreement and (ii) on the Assignment Effective Date
        determined pursuant thereto record the information contained therein in
        the Register and give notice of such acceptance and recordation to
        Lenders and Borrower. Agent may, from time to time at its election,
        prepare and deliver to Lenders and Borrower a revised Schedule I
        reflecting the names, addresses and respective Commitments and
        Proportionate Shares of all Lenders then parties hereto.

               (f) Confidentiality. Subject to Paragraph 8.10, Agent and Lenders
        may disclose the Credit Documents and any financial or other information
        relating to Borrower or any Subsidiary to each other or to any potential
        Participant or Assignee Lender.



                                       69
<PAGE>   74
               (g) Pledges to Federal Reserve Banks. Notwithstanding any other
        provision of this Agreement, any Lender may at any time assign all or a
        portion of its rights under this Agreement and the other Credit
        Documents to a Federal Reserve Bank. No such assignment shall relieve
        the assigning Lender from its obligations under this Agreement and the
        other Credit Documents.

     8.06. Setoff . In addition to any rights and remedies of Lenders provided
by law, each Lender shall have the right, with the prior consent of Agent but
without prior notice to or consent of Borrower, any such notice and consent
being expressly waived by Borrower to the extent permitted by applicable law,
upon the occurrence and during the continuance of an Event of Default, to
set-off and apply against the Obligations any amount owing from such Lender to
Borrower. The aforesaid right of set-off may be exercised by such Lender against
Borrower or against any trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, receiver or execution, judgment or attachment
creditor of Borrower or against anyone else claiming through or against Borrower
or such trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor,
notwithstanding the fact that such right of set-off may not have been exercised
by such Lender at any prior time. Each Lender agrees promptly to notify Borrower
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

     8.07. No Third Party Rights. Nothing expressed in or to be implied from
this Agreement is intended to give, or shall be construed to give, any Person,
other than the parties hereto and their permitted successors and assigns
hereunder, any benefit or legal or equitable right, remedy or claim under or by
virtue of this Agreement or under or by virtue of any provision herein.

     8.08. Partial Invalidity. If at any time any provision of this Agreement is
or becomes illegal, invalid or unenforceable in any respect under the law or any
jurisdiction, neither the legality, validity or enforceability of the remaining
provisions of this Agreement nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction shall in any way be
affected or impaired thereby.

     8.09. Jury Trial. EACH OF BORROWER AND THE LENDER PARTIES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENT.

     8.10. Confidentiality. No Lender Party shall disclose to any Person any
information with respect to Borrower or any of its Subsidiaries which is
furnished pursuant to this Agreement or under the other Credit Documents, except
that any Lender or Agent may disclose any such information (a) to its own
directors, officers, employees, auditors, counsel and other advisors and to its
Affiliates; (b) to any other Lender Party; (c) which is otherwise available to
the public; (d) if required or appropriate in any report, statement or testimony
submitted to any Governmental



                                       70
<PAGE>   75
Authority having or claiming to have jurisdiction over such Lender Party; (e) if
required in response to any summons or subpoena; (f) in connection with any
enforcement by any Lender Party of its rights under this Agreement or the other
Credit Documents or any litigation among the parties relating to the Credit
Documents or the transactions contemplated thereby; (g) to comply with any
Requirement of Law applicable to such Lender Party; (h) to any Assignee Lender
or Participant or any prospective Assignee Lender or Participant, provided that
such Assignee Lender or Participant or prospective Assignee Lender or
Participant agrees to be bound by this Paragraph 8.10; or (i) otherwise with the
prior consent of Borrower; provided, however, that (i) any Lender Party served
with any summons or subpoena demanding the disclosure of any such information
shall use reasonable efforts to notify Borrower promptly of such summons or
subpoena if not prohibited by any Requirement of Law and, if requested by
Borrower and not disadvantageous to such Lender Party, to cooperate with
Borrower in obtaining a protective order restricting such disclosure, and (ii)
any disclosure made in violation of this Agreement shall not affect the
obligations of Borrower and their Subsidiaries under this Agreement and the
other Credit Documents.

     8.11. Counterparts. This Agreement may be executed in any number of
identical counterparts, any set of which signed by all the parties hereto shall
be deemed to constitute a complete, executed original for all purposes.

                       [The first signature page follows.]



                                       71
<PAGE>   76
     IN WITNESS WHEREOF, Borrower, Lenders and Agent have caused this Agreement
to be executed as of the day and year first above written.



BORROWER:                           SILICON VALLEY GROUP, INC.


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________


AGENT:                              ABN AMRO BANK N.V.


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________


LENDERS:                            ABN AMRO BANK N.V.


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                    COMERICA BANK-CALIFORNIA


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________



                                       72
<PAGE>   77

                                    FLEET NATIONAL BANK


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                    KEYBANK NATIONAL ASSOCIATION


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________


                                    WELLS FARGO BANK, N. A.


                                    By:_________________________________________
                                       Name:____________________________________
                                       Title:___________________________________



                                       73
<PAGE>   78
                                   SCHEDULE I

                                     LENDERS

                                     PART A

                                   COMMITMENTS

<TABLE>
<CAPTION>
                                                                               PROPORTIONATE
             LENDER                              COMMITMENT                         SHARE
             ------                              ----------                         -----
<S>                                             <C>                             <C>         
ABN AMRO Bank N.V.                              $50,000,000                     33.33333333%

Comerica Bank-California                        $30,000,000                     20.00000000%

Fleet National Bank                             $20,000,000                     13.33333333%

KeyBank National                                $25,000,000                     16.66666667%
Association

Wells Fargo Bank, N.A.                          $25,000,000                     16.66666667%

             TOTAL                             $150,000,000                     100.00000000%
</TABLE>



                                      I-1
<PAGE>   79
                                     PART B

                                 ADDRESSES, ETC.

ABN AMRO BANK N.V.

Applicable Lending Office (Domestic and Euro-Dollar):

ABN AMRO Bank N.V.
San Francisco International Branch
101 California Street, Suite 4550
San Francisco, CA 94111


Address for Notices:

ABN AMRO Bank N.V.
San Francisco International Branch
101 California Street, Suite 4550
San Francisco, CA 94111
Attn: Robin Yim
Tel. No: (415) 984-3712
Fax No: (415) 362-3524

ABN AMRO North America, Inc.
Capital Markets-Syndications Group
1325 Avenue of the Americas, 9th Floor
New York, NY 10019
Attn: Linda Boardman
Tel. No: (212) 314-1724
Fax No: (212) 314-1709

Wiring Instructions:

ABN AMRO Bank N.V.
New York, New York
RT/ABA No.:  026009580
Account Name:  ABN AMRO San Francisco
Account No.:  6510010545-41
Reference:  Silicon Valley Group, Inc. Credit Agreement



                                      I-2
<PAGE>   80
COMERICA BANK - CALIFORNIA

Applicable Lending Office (Domestic and Euro-Dollar):

Comerica Bank - California
55 Almaden Blvd, Second Floor
San Jose, CA  95113


Address for Notices:

Comerica Bank - California
55 Almaden Blvd., Second Floor
San Jose, CA  95113
Attn: Alan Jepson
Tel. No: (408) 291-6628
Fax No:  (408) 271-4021


Wiring Instructions:

Comerica Bank - California
ABA No.:  121-137-522
Account Name:  Silicon Valley Group
Account No.:  21585-90010
Reference:  SVG Loan # 72-1389125-1


                                      I-3
<PAGE>   81
FLEET NATIONAL BANK

Applicable Lending Office (Domestic and Euro-Dollar):

Fleet National Bank
Mail Stop:  MAOFD07A
One Federal Street
Boston, MA  02110


Address for Notices:

Credit Contact:
Fleet National Bank
Mail Stop:  MAOFD07A
One Federal Street
Boston, MA  02110
Attn:  Matthew Glauninger
Tel. No: (617) 346-0029
Fax No: (617) 346-0151

Operations Contact:
Fleet National Bank
Mail Stop:  MAOFD07A
One Federal Street
Boston, MA  02110
Attn:  Scott Lauder
Tel. No: (617) 346-5424
Fax No: (617) 346-0151

Wiring Instructions:

Fleet National Bank
Boston, MA
ABA No.: 011000138
Account No.:  G/L: 1510351
Attn:  Matthew Glauninger/Scott Lauder
Reference:  Silicon Valley Group, Inc.



                                      I-4
<PAGE>   82
KEYBANK NATIONAL ASSOCIATION

Applicable Lending Office (Domestic and Euro-Dollar):

KeyBank National Association
700 Fifth Avenue, 46th Floor
Seattle, WA  98104



Address for Notices:

Credit Contact:
KeyBank National Association
700 Fifth Avenue, 46th Floor
Seattle, WA  98104
Attn: Mary Young
Tel. No: (206) 684-6085
Fax No: (206) 684-6035

Operations Contact:
KeyBank National Association
431 E. Parkcenter Blvd.
Boise, ID  83705
Attn:  Specialty Services Team
Tel. No: (800) 297-5518
Fax No: (800) 297-5495

Wiring Instructions:

KeyBank National Association
Seattle, WA
ABA No.:  125000574
Account No.:  01500163
Attn:  Speciality Services Team


                                      I-5
<PAGE>   83

WELLS FARGO BANK, N. A.

Applicable Lending Office (Domestic and Euro-Dollar):

Wells Fargo Bank, N.A.
Commercial Banking Service Center
Loan Accounting Department
201 Third Street, 8th Floor
San Francisco, CA  94163

Address for Notices:

Credit Contact:
Wells Fargo Bank, N.A.
121 Park Center Plaza, 3rd Floor
San Jose, CA  95113
Attn: Karen Barone
Tel. No: (408) 277-6351
Fax No: (408) 295-0639

Operations Contact:
Wells Fargo Bank, N.A.
Commercial Banking Service Center
Loan Accounting Department
201 Third Street, 8th Floor
San Francisco, CA  94163
Attn:  Nancy Geimer
Tel. No: (415) 979-0662
Fax No: (415) 512-1946

Wiring Instructions:

Wells Fargo Bank, N. A.
San Francisco, CA
ABA No.: 121-000-248
Credit GL Account No.:  2712-507201
Reference:  Silicon Valley Group, Inc.




                                      I-6
<PAGE>   84

                                   SCHEDULE II

                                  PRICING GRID



<TABLE>
<CAPTION>
                                      APPLICABLE MARGIN                                 LC USAGE FEE RATE
                                      -----------------                                 -----------------

 SENIOR                                                           COMMIT-                              PERFOR-
  DEBT/          PRICING            BASE                            MENT            FINANCIAL           MANCE
 EBITDA           PERIOD            RATE           LIBOR            FEE              LETTERS           LETTERS
  RATIO           LEVEL            LOANS           LOANS            RATE            OF CREDIT         OF CREDIT
  -----          -------           -----           -----          -------           ---------         ---------
<S>              <C>               <C>            <C>             <C>               <C>               <C>   
 <1.00*             1                0%           0.650%           0.225%            0.650%             0.325%
 -

 <1.00**            2                0%           0.750%           0.250%            0.750%             0.375%
 -

 >1.00,             3                0%           1.000%           0.350%            1.000%             0.500%
 <1.50

 >1.50,             4                0%           1.375%           0.375%            1.375%            0.6875%
 -
 <2.00

 >2.00              5                0%           1.500%           0.500%            1.500%             0.750%
 -
</TABLE>


*      And EBITDA >$150,000,000
                  -

**     And EBITDA <$150,000,000

                                         EXPLANATION

1.      The Applicable Margin for Base Rate Loans and LIBOR Loans, the
        Commitment Fee Rate, and the LC Usage Fee Rate for Financial Letters of
        Credit and Performance Letters of Credit will be set for each Pricing
        Period and will vary depending upon whether such period is a Level 1
        Period, a Level 2 Period, a Level 3 Period, a Level 4 Period or a Level
        5 Period.

2.      The first Pricing Period, which commences on the date of this Agreement
        and ends on June 30, 1998, will be a Level 2 Period.

3.      The second pricing period, which commences on July 1, 1998 and ends on
        September 30, 1998, will be a Level 1 Period, a Level 2 Period, a Level
        3 Period, a Level 4 Period or a Level 5 Period depending upon Borrower's
        EBITDA and Senior Debt/EBITDA Ratio for the consecutive four-quarter
        period ending on March 30, 1998. (Borrower's EBITDA is a factor only in
        determining whether a Pricing Period will be a Level 1 Period or a Level
        2 Period when Borrower's Senior Debt/EBITDA is < 1.00.)
                                                       -

4.      Each Pricing Period thereafter will be a Level 1 Period, a Level 2
        Period, a Level 3 Period, a Level 4 Period or a Level 5 Period depending
        upon Borrower's EBITDA and Senior Debt/EBITDA Ratio for the consecutive
        four-quarter period ending on the last day of the fiscal quarter ending
        one quarter prior to the first day of such Pricing Period.



                                      II-1
<PAGE>   85
        4. Examples:

               (a) Borrower's EBITDA and Senior Debt/EBITDA Ratio for the
        consecutive four-quarter period ending on September 30, 1998 are
        $160,000,000 and 0.90, respectively. The Pricing Period of January 1,
        1999 through March 31, 1999 will be a Level 1 Period.

               (b) Borrower's EBITDA and Senior Debt/EBITDA Ratio for the
        consecutive four-quarter period ending on December 31, 1998 are
        $149,000,000 and 0.98, respectively. The Pricing Period of April 1, 1999
        through June 30, 1999 will be a Level 2 Period.

               (c) Borrower's EBITDA and Senior Debt/EBITDA Ratio for the
        consecutive four-quarter period ending on March 31, 1999 are
        $160,000,000 and 1.35, respectively. The Pricing Period of July 1, 1999
        through September 30, 1999 will be a Level 3 Period.




                                      II-2
<PAGE>   86

                                  SCHEDULE 3.01

                          INITIAL CONDITIONS PRECEDENT



A.       PRINCIPAL CREDIT DOCUMENTS.

               (1) The Credit Agreement, duly executed by Borrower, each Lender
        and each Agent; and

               (2) A Note payable to each Lender requesting such a note, each
        duly executed by Borrower;


B.      BORROWER CORPORATE DOCUMENTS.

               (1) The Certificate or Articles of Incorporation of Borrower,
        certified as of a recent date prior to the Closing Date by the Secretary
        of State (or comparable official) of its jurisdiction of incorporation;

               (2) A Certificate of Good Standing (or comparable certificate)
        for Borrower, certified as of a recent date prior to the Closing Date by
        the Secretary of State (or comparable official) of its jurisdiction of
        incorporation;

               (3) A certificate of the Secretary or an Assistant Secretary of
        Borrower, dated the Closing Date, certifying (a) that attached thereto
        is a true and correct copy of the Bylaws of Borrower as in effect on the
        Closing Date; (b) that attached thereto are true and correct copies of
        resolutions duly adopted by the Board of Directors of Borrower and
        continuing in effect, which authorize the execution, delivery and
        performance by Borrower of this Agreement and the other Credit Documents
        executed or to be executed by Borrower and the consummation of the
        transactions contemplated hereby and thereby; and (c) that there are no
        proceedings for the dissolution or liquidation of Borrower;

               (4) A certificate of the Secretary or an Assistant Secretary of
        Borrower, dated the Closing Date, certifying the incumbency, signatures
        and authority of the officers of Borrower authorized to execute, deliver
        and perform this Agreement, the other Credit Documents and all other
        documents, instruments or agreements related thereto executed or to be
        executed by Borrower; and

               (5) Certificates of Good Standing (or comparable certificates)
        for Borrower, certified as of a recent date prior to the Closing Date by
        the Secretaries of State (or comparable official) of each state in which
        Borrower is qualified to do business.



                                        5.02(e)-1

<PAGE>   87
C.      MATERIAL SUBSIDIARY CORPORATE DOCUMENTS.

               (1) The Certificate of Incorporation (or comparable certificate)
        of each domestic Material Subsidiary of Borrower, certified as of a
        recent date prior to the Closing Date by the Secretary of State (or
        comparable public official) of its state of incorporation; and

               (2) A Certificate of Good Standing (or comparable certificate)
        for each domestic Material Subsidiary of Borrower, certified as of a
        recent date prior to the Closing Date by the Secretary of State (or
        comparable public official) of its state of incorporation.


D.      FINANCIAL STATEMENTS, FINANCIAL CONDITION, ETC.

               (1) A copy of the unaudited Financial Statements of Borrower and
        its Subsidiaries for the fiscal quarter ended March 31, 1998 and for the
        fiscal year to such date (prepared on a consolidated and consolidating
        basis), certified by the chief financial officer of Borrower to present
        fairly the financial condition, results of operations and other
        information reflected therein and to have been prepared in accordance
        with GAAP (subject to normal year-end audit adjustments);

               (2) A copy of the audited consolidated Financial Statements of
        Borrower for the fiscal year ended September 30, 1997, prepared by
        Deloitte & Touche and a copy of the unqualified opinion delivered by
        such accountants in connection with such Financial Statements;

               (3) A copy of the 10-Q report filed by Borrower with the
        Securities and Exchange Commission for the quarter ended March 31, 1998;

               (4) A copy of the 10-K report filed by Borrower with the
        Securities and Exchange Commission for the fiscal year ended September
        30, 1997;

               (5) The consolidated plan and forecast of Borrower and its
        Subsidiaries for the fiscal year to end September 30, 2000; and

               (6) Such other financial, business and other information
        regarding Borrower, or any of its Subsidiaries as Agent or any Lender
        may reasonably request, including information as to possible contingent
        liabilities, tax matters, environmental matters and obligations for
        employee benefits and compensation.



E.      OPINIONS.



                                        5.02(e)-1

<PAGE>   88
               (1) A favorable written opinion of Wilson, Sonsini, Goodrich &
        Rosati, counsel for Borrower, each dated the Closing Date, addressed to
        Agent for the benefit of Lender Parties, covering such legal matters as
        Agent may reasonably request and otherwise in form and substance
        satisfactory to Agent.


F.      OTHER ITEMS.

               (1) A duly completed and timely delivered Notice of Borrowing;

               (2) Evidence that the Prior Credit Agreement has been terminated
        and all obligations of Borrower thereunder have been satisfied;

               (3) A certificate of the President or Chief Financial Officer of
        Borrower, addressed to Agent and dated the Closing Date, certifying
        that:

                      (a) The representations and warranties set forth in
               Paragraph 4.01 and in the other Credit Documents are true and
               correct in all material respects as of such date (except for such
               representations and warranties made as of a specified date, which
               shall be true as of such date); and

                      (b) No Default has occurred and is continuing as of such
               date;

               (4) All fees and expenses payable to Agent and Lenders on or
        prior to the Closing Date (including all fees payable to Agent pursuant
        to the Agent's Fee Letter);

               (5) All reasonable fees and expenses of Agent's counsel through
        the Closing Date; and

               (6) Such other evidence as any Lender Party may reasonably
        request to establish the accuracy and completeness of the
        representations and warranties and the compliance with the terms and
        conditions contained in this Agreement and the other Credit Documents.



                                        5.02(e)-1
<PAGE>   89
                                    EXHIBIT A

                               NOTICE OF BORROWING

                                     [Date]



ABN AMRO Bank N.V.
   as Agent
Capital Markets-Syndications Group
1325 Avenue of the Americas, 9th Floor
New York, NY 10019
Attn:  Linda Boardman

        1. Reference is made to that certain Credit Agreement, dated as of June
30, 1998 (the "Credit Agreement"), among Silicon Valley Group, Inc.
("Borrower"), the financial institutions listed in Schedule I to the Credit
Agreement (the "Lenders") and ABN AMRO Bank N.V., as agent for Lenders (in such
capacity, "Agent"). Unless otherwise indicated, all terms defined in the Credit
Agreement have the same respective meanings when used herein.

        2. Pursuant to Subparagraph 2.01(b) of the Credit Agreement, Borrower
hereby irrevocably requests a Borrowing upon the following terms:

               (a) The principal amount of the requested Borrowing is to be
        $__________;

               (b) The requested Borrowing is to consist of ["Base Rate" or
        "LIBOR"] Loans;

               (c) If the requested Borrowing is to consist of LIBOR Loans, the
        initial Interest Period for such Loans will be __________ month[s]; and

               (d) The date of the requested Borrowing is to be __________,
        ____.

        3. Borrower hereby certifies to Agent and Lenders that, on the date of
this Notice of Borrowing and after giving effect to the requested Borrowing:

               (a) The representations and warranties of Borrower set forth in
        Paragraph 4.01 of the Credit Agreement and in the other Credit Documents
        are true and correct in all material respects as if made on such date
        (except for representations and warranties expressly made as of a
        specified date, which shall be true as of such date);

               (b) No Default has occurred and is continuing; and

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

        4. Please disburse the proceeds of the requested Borrowing to



                                      A-1
<PAGE>   90

________________________________________________________________________________

_______________________________________________________________________________.



        IN WITNESS WHEREOF, Borrower has executed this Notice of Borrowing on
the date set forth above.



                                            SILICON VALLEY GROUP, INC.


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________




                                      A-2
<PAGE>   91

                                    EXHIBIT B

                              NOTICE OF CONVERSION

                                     [Date]



ABN AMRO Bank N.V.
  as Agent
Capital Markets-Syndications Group
1325 Avenue of the Americas, 9th Floor
New York, NY  10019
Attn:  Linda Boardman

        1. Reference is made to that certain Credit Agreement, dated as of June
30, 1998 (the "Credit Agreement"), among Silicon Valley Group, Inc.
("Borrower"), the financial institutions listed in Schedule I to the Credit
Agreement (the "Lenders") and ABN AMRO Bank N.V., as agent for Lenders (in such
capacity, "Agent"). Unless otherwise indicated, all terms defined in the Credit
Agreement have the same respective meanings when used herein.

        2. Pursuant to Subparagraph 2.01(d) of the Credit Agreement, Borrower
hereby irrevocably requests to convert a Borrowing as follows:

               (a) The Borrowing to be converted consists of ["Base Rate" or
        "LIBOR"] Loans in the aggregate principal amount of $__________ which
        were initially advanced to Borrower on __________, ____;

               (b) The Loans in the Borrowing are to be converted into ["Base
        Rate" or "LIBOR"] Loans;

               (c) If such Loans are to be converted into LIBOR Loans, the
        initial Interest Period for such Loans commencing upon conversion will
        be __________ months; and

               (d) The date of the requested conversion is to be __________,
        ____.

        3. Borrower hereby certifies to Agent and Lenders that, on the date of
this Notice of Conversion, and after giving effect to the requested conversion:

               (a) The representations and warranties of Borrower set forth in
        Paragraph 4.01 of the Credit Agreement and in the other Credit Documents
        are true and correct in all material respects as if made on such date
        (except for representations and warranties expressly made as of a
        specified date, which shall be true as of such date);

               (b) No Default has occurred and is continuing; and

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



                                       B-1


<PAGE>   92
        IN WITNESS WHEREOF, Borrower has executed this Notice of Conversion on
the date set forth above.



                                            SILICON VALLEY GROUP, INC.


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________



                                      B-2


<PAGE>   93
                                    EXHIBIT C

                       NOTICE OF INTEREST PERIOD SELECTION

                                     [Date]



ABN AMRO Bank N.V.
  as Agent
Capital Markets-Syndications Group
1325 Avenue of the Americas, 9th Floor
New York, NY  10019
Attn:  Linda Boardman

        1. Reference is made to that certain Credit Agreement, dated as of June
30, 1998 (the "Credit Agreement"), among Silicon Valley Group, Inc.
("Borrower"), the financial institutions listed in Schedule I to the Credit
Agreement (the "Lenders") and ABN AMRO Bank N.V., as agent for Lenders (in such
capacity, "Agent"). Unless otherwise indicated, all terms defined in the Credit
Agreement have the same respective meanings when used herein.

        2. Pursuant to Subparagraph 2.01(e) of the Credit Agreement, Borrower
hereby irrevocably selects a new Interest Period for a Borrowing as follows:

               (a) The Borrowing for which a new Interest Period is to be
        selected consists of LIBOR Loans in the aggregate principal amount of
        $__________ which were initially advanced to Borrower on __________,
        ____;

               (b) The last day of the current Interest Period for such Loans is
        ___________, ____; and

               (c) The next Interest Period for such Loans commencing upon the
        last day of the current Interest Period is to be _________ months.

        3. Borrower hereby certifies to the Agents and Lenders that, on the date
of this Notice of Interest Period Selection, and after giving effect to the
requested selection:

               (a) The representations and warranties of Borrower set forth in
        Paragraph 4.01 of the Credit Agreement and in the other Credit Documents
        are true and correct in all material respects as if made on such date
        (except for representations and warranties expressly made as of a
        specified date, which shall be true as of such date);

               (b) No Default has occurred and is continuing; and

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



                                      C-1
<PAGE>   94

        IN WITNESS WHEREOF, Borrower has executed this Notice of Interest Period
Selection on the date set forth above.



                                            SILICON VALLEY GROUP, INC.


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________



                                      C-2
<PAGE>   95
                                    EXHIBIT D

                                EXTENSION REQUEST

                                     [Date]

ABN AMRO Bank N.V.
  as Agent
Capital Markets-Syndications Group
1325 Avenue of the Americas, 9th Floor
New York, NY  10019
Attn:  Linda Boardman

        1. Reference is made to that certain Credit Agreement, dated as of June
30, 1998 (the "Credit Agreement"), among Silicon Valley Group, Inc.
("Borrower"), the financial institutions listed in Schedule I to the Credit
Agreement (the "Lenders") and ABN AMRO Bank N.V., as agent for Lenders (in such
capacity, "Agent"). Unless otherwise indicated, all terms defined in the Credit
Agreement have the same respective meanings when used herein.

        2. Pursuant to Subparagraph 2.01(h) of the Credit Agreement, Borrower
hereby irrevocably requests Lenders to extend the term of the Credit Agreement
for an additional one (1) year by extending the current Maturity Date from
[__________] to [__________].

        3. Borrower hereby certifies to Agent and Lenders that, on the date of
this Extension Request, and after giving effect to the requested extension:

               (a) The representations and warranties of Borrower set forth in
        Paragraph 4.01 of the Credit Agreement and in the other Credit Documents
        are true and correct in all material respects as if made on such date
        (except for representations and warranties expressly made as of a
        specified date, which shall be true as of such date);

               (b) No Default has occurred and is continuing; and

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



                                      D-1
<PAGE>   96
        IN WITNESS WHEREOF, Borrower has executed this Extension Request on the
date set forth above.


                                            SILICON VALLEY GROUP, INC.


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________


                                     CONSENT

        The undersigned hereby consents to the extension of the Maturity Date
requested above.

                                            ___________________________________

                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________

                                            Date: ______________________________


                                      D-2
<PAGE>   97
                                    EXHIBIT E

                                      NOTE

$_______________                                     _________________,________

                                                      ________________,________


        FOR VALUE RECEIVED, SILICON VALLEY GROUP, INC., a Delaware corporation
("Borrower"), hereby promises to pay to the order of ____________________, a
____________________ ("Lender"), the principal sum of
______________________________ DOLLARS ($__________) or such lesser amount as
shall equal the aggregate outstanding principal balance of the Loans made by
Lender to Borrower pursuant to the Credit Agreement referred to below (as
amended from time to time, the "Credit Agreement"), on or before the Maturity
Date specified in the Credit Agreement; and to pay interest on said sum, or such
lesser amount, at the rates and on the dates provided in the Credit Agreement.

        Borrower shall make all payments hereunder, for the account of Lender's
Applicable Lending Office, to Agent as indicated in the Credit Agreement, in
lawful money of the United States and in same day or immediately available
funds.

        Borrower hereby authorizes Lender to record on the schedule(s) annexed
to this note the date and amount of each Loan and of each payment or prepayment
of principal made by Borrower and agrees that all such notations shall
constitute prima facie evidence of the matters noted; provided, however, that
the failure of Lender to make any such notation shall not affect Borrower's
obligations hereunder.

        This note is one of the Notes referred to in the Credit Agreement, dated
as of June 30, 1998, among Borrower, Lender and the other financial institutions
from time to time parties thereto (collectively, the "Lenders") and ABN AMRO
Bank N.V., as agent for Lenders. This note is subject to the terms of the Credit
Agreement, including the rights of prepayment and the rights of acceleration of
maturity set forth therein. Terms used herein have the meanings assigned to
those terms in the Credit Agreement, unless otherwise defined herein.

        The transfer, sale or assignment of any rights under or interest in this
note is subject to certain restrictions contained in the Credit Agreement,
including Paragraph 8.05 thereof.

        Borrower shall pay all reasonable fees and expenses, including
reasonable attorneys' fees, incurred by Lender in the enforcement or attempt to
enforce any of Borrower's obligations hereunder not performed when due. Borrower
hereby waives notice of presentment, demand,



                                      E-1
<PAGE>   98
protest or notice of any other kind. This note shall be governed by and
construed in accordance with the laws of the State of California.



                                            SILICON VALLEY GROUP, INC.


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________




                                      E-2
<PAGE>   99
                                LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                       Amount of         Unpaid
            Type of       Amount of     Interest     Principal Paid     Principal      Notation
  Date        Loan          Loan         Period        or Prepaid        Balance       Made By
<S>         <C>           <C>           <C>          <C>                <C>            <C>
________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________
</TABLE>




                                      E-3
<PAGE>   100
                                    EXHIBIT F

                              ASSIGNMENT AGREEMENT


        THIS ASSIGNMENT AGREEMENT, dated as of the date set forth at the top of
Attachment 1 hereto, by and among:

               (1) The bank designated under item A of Attachment 1 hereto as
        the Assignor Lender ("Assignor Lender"); and

               (2) Each bank designated under item B of Attachment 1 hereto as
        an Assignee Lender (individually, an "Assignee Lender").

                                    RECITALS

        A. Assignor Lender is one of Lenders which is a party to the Credit
Agreement dated as of June 30, 1998, by and among Silicon Valley Group, Inc.
("Borrower,") Assignor Lender and the other financial institutions parties
thereto (collectively, the "Lenders") and ABN AMRO Bank N.V., as agent for
Lenders (in such capacity, "Agent"). (Such credit agreement, as amended,
supplemented or otherwise modified in accordance with its terms from time to
time to be referred to herein as the "Credit Agreement").

        B. Assignor Lender wishes to sell, and Assignee Lender wishes to
purchase, all or a portion of Assignor Lender's rights under the Credit
Agreement pursuant to Subparagraph 8.05(c) of the Credit Agreement.

                                    AGREEMENT

        Now, therefore, the parties hereto hereby agree as follows:

        1. Definitions. Except as otherwise defined in this Assignment
Agreement, all capitalized terms used herein and defined in the Credit Agreement
have the respective meanings given to those terms in the Credit Agreement.

        2. Sale and Assignment. Subject to the terms and conditions of this
Assignment Agreement, Assignor Lender hereby agrees to sell, assign and delegate
to each Assignee Lender and each Assignee Lender hereby agrees to purchase,
accept and assume the rights, obligations and duties of a Lender under the
Credit Agreement and the other Credit Documents having a Commitment as set forth
under the caption "Commitment Transferred" opposite such Assignee Lender's name
on Attachment 1 hereto and a corresponding Proportionate Share. Such sale,
assignment and delegation shall become effective on the date designated in
Attachment 1 hereto (the "Assignment Effective Date"), which date shall be,
unless Agent shall otherwise consent, at least five (5) Business Days after the
date following the date counterparts of this Assignment Agreement are delivered
to Agent in accordance with Paragraph 3 hereof.



                                      F-1
<PAGE>   101
        3. Assignment Effective Notice. Upon (a) receipt by Agent of five (5)
counterparts of this Assignment Agreement (to each of which is attached a fully
completed Attachment 1), each of which has been executed by Assignor Lender and
each Assignee Lender (and, to the extent required by Subparagraph 8.05(c) of the
Credit Agreement, by Borrower and Agent) and (b) payment to Agent of the
registration and processing fee specified in Subparagraph 8.05(e) of the Credit
Agreement by Assignor Lender, Agent will transmit to Borrower, Assignor Lender
and each Assignee Lender an Assignment Effective Notice substantially in the
form of Attachment 2 hereto, fully completed (an "Assignment Effective Notice").

        4. Assignment Effective Date. At or before 12:00 noon (local time of
Assignor Lender) on the Assignment Effective Date, each Assignee Lender shall
pay to Assignor Lender, in immediately available or same day funds, an amount
equal to the purchase price, as agreed between Assignor Lender and such Assignee
Lender (the "Purchase Price"), for the Commitment and Proportionate Share
purchased by such Assignee Lender hereunder. Effective upon receipt by Assignor
Lender of the Purchase Price payable by each Assignee Lender, the sale,
assignment and delegation to such Assignee Lender of such Commitment and
Proportionate Share as described in Paragraph 2 hereof shall become effective.

        5. Payments After the Assignment Effective Date. Assignor Lender and
each Assignee Lender hereby agree that Agent shall, and hereby authorize and
direct Agent to, allocate amounts payable under the Credit Agreement and the
other Credit Documents as follows:

               (a) All principal payments made after the Assignment Effective
        Date with respect to each Commitment and Proportionate Share assigned to
        an Assignee Lender pursuant to this Assignment Agreement shall be
        payable to such Assignee Lender.

               (b) All interest, fees and other amounts accrued after the
        Assignment Effective Date with respect to each Commitment and
        Proportionate Share assigned to an Assignee Lender pursuant to this
        Assignment Agreement shall be payable to such Assignee Lender.

Assignor Lender and each Assignee Lender shall make any separate arrangements
between themselves which they deem appropriate with respect to payments between
them of amounts paid under the Credit Documents on account of the Commitment and
Proportionate Share assigned to such Assignee Lender, and neither Agent nor
Borrower shall have any responsibility to effect or carry out such separate
arrangements.

        6. Delivery of Notes. On or prior to the Assignment Effective Date, (a)
Assignor Lender will deliver to Agent the Note, if any, payable to Assignor
Lender and (b) Borrower will deliver to Agent, to the extent requested, new
Notes for each Assignee Lender and Assignor Lender, in each case in principal
amounts reflecting, in accordance with the Credit Agreement, their respective
Commitments (as adjusted pursuant to this Assignment Agreement). As provided in
Subparagraph 8.05(c) of the Credit Agreement, each such new Note shall be dated
the Closing Date. Promptly after the Assignment Effective Date, Agent will send
to each of



                                      F-2
<PAGE>   102
Assignor Lender and the Assignee Lenders its new Notes and will send to Borrower
the superseded Note payable to Assignor Lender, marked "Replaced."

        7. Delivery of Copies of Credit Documents. Concurrently with the
execution and delivery hereof, Assignor Lender will provide to each Assignee
Lender (if it is not already a Lender party to the Credit Agreement) conformed
copies of all documents delivered to Assignor Lender on or prior to the Closing
Date in satisfaction of the conditions precedent set forth in the Credit
Agreement.

        8. Further Assurances. Each of the parties to this Assignment Agreement
agrees that at any time and from time to time upon the written request of any
other party, it will execute and deliver such further documents and do such
further acts and things as such other party may reasonably request in order to
effect the purposes of this Assignment Agreement.

        9. Further Representations, Warranties and Covenants. Assignor Lender
and each Assignee Lender further represent and warrant to and covenant with each
other, Agent and Lenders as follows:

               (a) Other than the representation and warranty that it is the
        legal and beneficial owner of the interest being assigned hereby free
        and clear of any adverse claim, Assignor Lender makes no representation
        or warranty and assumes no responsibility with respect to any
        statements, warranties or representations made in or in connection with
        the Credit Agreement or the other Credit Documents or the execution,
        legality, validity, enforceability, genuineness, sufficiency or value of
        the Credit Agreement or the other Credit Documents furnished or any
        collateral or any security interest therein.

               (b) Assignor Lender makes no representation or warranty and
        assumes no responsibility with respect to the financial condition of
        Borrower or any of its obligations under the Credit Agreement or any
        other Credit Documents.

               (c) Each Assignee Lender confirms that it has received a copy of
        the Credit Agreement and such other documents and information as it has
        deemed appropriate to make its own credit analysis and decision to enter
        into this Assignment Agreement.

               (d) Each Assignee Lender will, independently and without reliance
        upon Agent, Assignor Lender or any other Lender and based upon such
        documents and information as it shall deem appropriate at the time,
        continue to make its own credit decisions in taking or not taking action
        under the Credit Agreement and the other Credit Documents.

               (e) Each Assignee Lender appoints and authorizes Agent to take
        such action as Agent on its behalf and to exercise such powers under the
        Credit Agreement and the other Credit Documents as Agent is authorized
        to exercise by the terms thereof, together with such powers as are
        reasonably incidental thereto, all in accordance with Section VII of the
        Credit Agreement.



                                      F-3
<PAGE>   103
               (f) Each Assignee Lender agrees that it will perform in
        accordance with their terms all of the obligations which by the terms of
        the Credit Agreement and the other Credit Documents are required to be
        performed by it as a Lender.

               (g) Attachment 1 hereto sets forth administrative information
        with respect to each Assignee Lender.

        10. Effect of this Assignment Agreement. On and after the Assignment
Effective Date, (a) each Assignee Lender shall be a Lender with a Commitment
equal to the Commitment set forth under the caption "Commitment After
Assignment" opposite such Assignee Lender's name on Attachment 1 hereto and a
corresponding Proportionate Share and shall have the rights, duties and
obligations of such a Lender under the Credit Agreement and the other Credit
Documents and (b) Assignor Lender shall be a Lender with a Commitment equal to
the Commitment set forth under the caption "Commitment After Assignment"
opposite Assignor Lender's name on Attachment 1 hereto a corresponding
Commitment and shall have the rights, duties and obligations of such a Lender
under the Credit Agreement and the other Credit Documents, or, if the Commitment
of Assignor Lender has been reduced to $0, Assignor Lender shall cease to be a
Lender and shall have no further obligation to make any Loans.

        11. Miscellaneous. This Assignment Agreement shall be governed by, and
construed in accordance with, the laws of the State of California. Paragraph
headings in this Assignment Agreement are for convenience of reference only and
are not part of the substance hereof.



                                      F-4
<PAGE>   104
        IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed by their respective duly authorized officers as of the
date set forth in Attachment 1 hereto.

                                       ______________________________________,as
                                       Assignor Lender


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________


                                       ___________________________________,as an
                                       Assignee Lender


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________


                                       ___________________________________,as an
                                       Assignee Lender


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________


                                       ___________________________________,as an
                                       Assignee Lender


                                       By:______________________________________
                                          Name:_________________________________
                                          Title:________________________________




                                      F-5
<PAGE>   105
CONSENTED TO AND ACKNOWLEDGED BY:


__________________________________



By:_______________________________
   Name:__________________________
   Title:_________________________


__________________________________,
As Agent


By:_______________________________
   Name:__________________________
   Title:_________________________



ACCEPTED FOR RECORDATION
  IN REGISTER:


__________________________________,
As Agent


By:_______________________________
   Name:__________________________
   Title:_________________________




                                      F-6
<PAGE>   106
                                  ATTACHMENT 1
                             TO ASSIGNMENT AGREEMENT

                    NAMES, ADDRESSES AND PROPORTIONATE SHARES
                     OF ASSIGNOR LENDER AND ASSIGNEE LENDERS
                          AND ASSIGNMENT EFFECTIVE DATE

                              ______________, ____



<TABLE>
<CAPTION>
                                                                                  Commitment
                                                       Commitment                    After
A.       ASSIGNOR LENDER                             Transferred(1),(2)            Assignment(1)
         ---------------                             -----------------            --------------
<S>                                                   <C>                         <C>
                                                                     %                         %
         ---------------------------                 -------------------      --------------------

         Applicable Lending Office:

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

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

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

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

         Address for Notices:

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

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

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

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

         Telephone No.:
                        ------------
         Telecopier No.:
                        ------------

         Wiring Instructions:

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

         ---------------------------
</TABLE>

--------
(1) To be expressed by a percentage rounded to the [eighth]-digit to the right
of the decimal point.


(2) Share of Total Commitment sold by Assignor Lender, and share of the total
Commitment purchased by Assignee Lender.



                                        F(1)-1
<PAGE>   107
<TABLE>
<CAPTION>
                                                                                    Commitment
                                                         Commitment                    After
B.       ASSIGNEE LENDERS                             Transferred(1),(2)            Assignment(1)
         ----------------                             -----------------            --------------
<S>                                                   <C>                         <C>
                                                                     %                         %
         ---------------------------                 -------------------      --------------------

         Applicable Lending Office:

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

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

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

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

         Address for Notices:

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

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

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

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

         Telephone No.:
                        ------------
         Telecopier No.:
                        ------------

         Wiring Instructions:

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

         ---------------------------
</TABLE>

--------
(1) To be expressed by a percentage rounded to the [eighth]-digit to the right
of the decimal point.


(2) Share of Total Commitment sold by Assignor Lender, and share of the total
Commitment purchased by Assignee Lender.



                                        F(1)-2
<PAGE>   108
<TABLE>
<CAPTION>
                                                                                    Commitment
                                                         Commitment                    After
B.       ASSIGNEE LENDERS                             Transferred(1),(2)            Assignment(1)
         ----------------                             -----------------            --------------
         (cont'd)
<S>                                                   <C>                         <C>
                                                                     %                         %
         ---------------------------                 -------------------      --------------------

         Applicable Lending Office:

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

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

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

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

         Address for Notices:

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

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

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

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

         Telephone No.:
                        ------------
         Telecopier No.:
                        ------------

         Wiring Instructions:

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

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

C.       ASSIGNMENT EFFECTIVE DATE:

                        ,
         ---------------  ----------
</TABLE>



--------

(1) To be expressed by a percentage rounded to the [eighth]-digit to the right
of the decimal point.

(2) Share of Total Commitment sold by Assignor Lender, and share of the total
Commitment purchased by Assignee Lender.



                                        F(1)-3

<PAGE>   109
                                  ATTACHMENT 2
                             TO ASSIGNMENT AGREEMENT

                                     FORM OF
                           ASSIGNMENT EFFECTIVE NOTICE

        Reference is made to the Credit Agreement, dated as of June 30, 1998,
among Silicon Valley Group, Inc. ("Borrower"), the financial institutions
parties thereto (the "Lenders") and ABN AMRO Bank N.V., as agent for Lenders (in
such capacity, "Agent"). Agent hereby acknowledges receipt of five executed
counterparts of a completed Assignment Agreement, a copy of which is attached
hereto. [Note: Attach copy of Assignment Agreement.] Terms defined in such
Assignment Agreement are used herein as therein defined.

        1. Pursuant to such Assignment Agreement, you are advised that the
Assignment Effective Date will be __________.

        2. Pursuant to such Assignment Agreement, Assignor Lender is required to
deliver to Agent on or before the Assignment Effective Date the Note, if any,
payable to Assignor Lender.

        3. Pursuant to such Assignment Agreement, Borrower is required to
deliver to Agent on or before the Assignment Effective Date the following Notes,
each dated _________________ [Insert appropriate date]:

        [Describe each new Note for Assignor Lender and each Assignee Lender as
to principal amount.]

        4. Pursuant to such Assignment Agreement, each Assignee Lender is
required to pay its Purchase Price to Assignor Lender at or before 12:00 Noon on
the Assignment Effective Date in immediately available funds.



                                            Very truly yours,

                                            ABN AMRO Bank N.V.
                                               as Agent


                                            By:_________________________________
                                               Name:____________________________
                                               Title:___________________________




                                        F(2)-1