<PAGE>
                                                                    Exhibit 10.1

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

                                      Borrower Name: Avnet Inc. - Syndicated LNS
                                               Published CUSIP Number: 053809AA7

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of October 13, 2005,

                                      among

                                  AVNET, INC.,

                           AVNET LOGISTICS U.S., L.P.,

                                       and

                           CERTAIN OTHER SUBSIDIARIES

                                  as Borrowers,

                             BANK OF AMERICA, N.A.,
                   as Administrative Agent, Swing Line Lender
                                       and
                                   L/C Issuer,

                    ABN AMRO BANK N.V., as Syndication Agent,

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,
                                       as
                    Joint Lead Arranger and Sole Book Manager

                 ABN AMRO INCORPORATED, as Joint Lead Arranger,

                      CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                            THE BANK OF NOVA SCOTIA,
                                       and
                                  BNP PARIBAS,
                           as Co-Documentation Agents

================================================================================
<PAGE>
<TABLE>
<S>                                                                          <C>
                                   ARTICLE I.
       ASSIGNMENTS, AMENDMENT AND RESTATEMENT, DEFINITIONS AND ACCOUNTING
                                     TERMS

1.01    Assignments; Amendment and Restatement............................     1
1.02    Defined Terms.....................................................     3
1.03    Other Interpretive Provisions.....................................    27
1.04    Accounting Terms..................................................    28
1.05    Exchange Rates; Currency Equivalents..............................    28
1.06    Additional Alternative Currencies.................................    28
1.07    Change of Currency................................................    29
1.08    Times of Day......................................................    29
1.09    Letter of Credit Amounts..........................................    30
1.10    Rounding..........................................................    30

                                   ARTICLE II.
                      THE COMMITMENTS AND CREDIT EXTENSIONS

2.01    Committed Loans...................................................    30
2.02    Borrowings, Conversions and Continuations of Committed Loans......    30
2.03    Letters of Credit.................................................    32
2.04    Swing Line Loans..................................................    41
2.05    Prepayments.......................................................    44
2.06    Termination or Reduction of Commitments...........................    45
2.07    Repayment of Loans................................................    45
2.08    Interest..........................................................    45
2.09    Fees..............................................................    46
2.10    Computation of Interest and Fees..................................    47
2.11    Evidence of Debt..................................................    48
2.12    Payments Generally; Administrative Agent's Clawback...............    48
2.13    Sharing of Payments by Lenders....................................    50
2.14    Designated Borrowers..............................................    51
2.15    Increase in Commitments...........................................    52

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

3.01    Taxes.............................................................    54
3.02    Illegality........................................................    56
3.03    Inability to Determine Rates......................................    57
3.04    Increased Costs; Reserves on Eurocurrency Rate Loans..............    57
3.05    Compensation for Losses...........................................    59
3.06    Mitigation Obligations; Replacement of Lenders....................    60
3.07    Survival..........................................................    60
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                          <C>
                                   ARTICLE IV.
          CONDITIONS PRECEDENT TO AMENDMENT AND RESTATEMENT AND CREDIT
                                   EXTENSIONS

4.01    Conditions of Amendment and Restatement...........................    60
4.02    Conditions to all Credit Extensions...............................    62

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

5.01    Existence, Qualification and Power; Compliance with Laws..........    63
5.02    Authorization; No Contravention...................................    63
5.03    Governmental Authorization; Other Consents........................    63
5.04    Binding Effect....................................................    63
5.05    Financial Statements; No Material Adverse Effect..................    63
5.06    Litigation........................................................    64
5.07    No Default........................................................    64
5.08    Ownership of Property; Liens......................................    64
5.09    Environmental Compliance..........................................    65
5.10    Insurance.........................................................    65
5.11    Taxes.............................................................    65
5.12    ERISA Compliance..................................................    65
5.13    Subsidiaries; Equity Interests....................................    66
5.14    Margin Regulations; Investment Company Act; Public Utility
        Holding Company Act...............................................    66
5.15    Disclosure........................................................    66
5.16    Compliance with Laws..............................................    66
5.17    Intellectual Property; Licenses, Etc..............................    67
5.18    Solvency..........................................................    67

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

6.01    Financial Statements..............................................    67
6.02    Certificates; Other Information...................................    68
6.03    Notices...........................................................    70
6.04    Payment of Obligations............................................    71
6.05    Preservation of Existence, Etc....................................    71
6.06    Maintenance of Properties.........................................    71
6.07    Maintenance of Insurance..........................................    71
6.08    Compliance with Laws..............................................    72
6.09    Books and Records.................................................    72
6.10    Inspection Rights.................................................    72
6.11    Use of Proceeds...................................................    72
6.12    Approvals and Authorizations......................................    72
</TABLE>


                                       iii
<PAGE>
<TABLE>
<S>                                                                          <C>
                                  ARTICLE VII.
                               NEGATIVE COVENANTS

7.01    Liens.............................................................    73
7.02    Investments.......................................................    74
7.03    Indebtedness......................................................    75
7.04    Fundamental Changes...............................................    77
7.05    Restricted Payments...............................................    77
7.06    Payments of Certain Indebtedness..................................    78
7.07    Change in Nature of Business......................................    79
7.08    Transactions with Affiliates......................................    79
7.09    Limitation on Restrictions Affecting the Company or any
        Subsidiary........................................................    79
7.10    Use of Proceeds...................................................    80
7.11    Financial Covenants...............................................    80
7.12    Acquisitions......................................................    81

                                  ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

8.01    Events of Default.................................................    81
8.02    Remedies Upon Event of Default....................................    83
8.03    Application of Funds..............................................    84

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

9.01    Appointment and Authority.........................................    85
9.02    Rights as a Lender................................................    85
9.03    Exculpatory Provisions............................................    85
9.04    Reliance by Administrative Agent..................................    86
9.05    Delegation of Duties..............................................    86
9.06    Resignation of Administrative Agent...............................    87
9.07    Non-Reliance on Administrative Agent and Other Lenders............    87
9.08    No Other Duties, Etc..............................................    88
9.09    Administrative Agent May File Proofs of Claim.....................    88

                                   ARTICLE X.
                                  MISCELLANEOUS

10.01   Amendments, Etc...................................................    89
10.02   Notices; Effectiveness; Electronic Communication..................    90
10.03   No Waiver; Cumulative Remedies....................................    92
10.04   Expenses; Indemnity; Damage Waiver................................    92
10.05   Payments Set Aside................................................    94
10.06   Successors and Assigns............................................    94
10.07   Treatment of Certain Information; Confidentiality.................    97
10.08   Set-off...........................................................    98
</TABLE>


                                       iv
<PAGE>
<TABLE>
<S>                                                                          <C>
10.09   Interest Rate Limitation..........................................    98
10.10   Counterparts; Integration; Effectiveness..........................    99
10.11   Survival of Representations and Warranties........................    99
10.12   Severability......................................................    99
10.13   Replacement of Lenders............................................    99
10.14   Governing Law; Jurisdiction; Etc..................................   100
10.15   Waiver of Jury Trial..............................................   101
10.16   USA PATRIOT Act Notice............................................   101
10.17   Judgment Currency.................................................   102
</TABLE>


                                        v
<PAGE>
SCHEDULES

      1.02(a)  Existing Letters of Credit

      1.02(b)  Mandatory Cost Formulae

      2.01     Commitments and Applicable Percentages

      5.13     Subsidiaries and Other Equity Investments

      7.01     Existing Liens

      7.03     Existing Indebtedness

     10.02     Administrative Agent's Office; Certain Addresses for Notices

EXHIBITS

           FORM OF

     A     Committed Loan Notice

     B     Swing Line Loan Notice

     C     Note

     D     Compliance Certificate

     E     Assignment and Assumption

     F     Guaranty

     G     Designated Borrower Request and Assumption Agreement

     H     Designated Borrower Notice

     I-1   Form of Opinion of Gibson, Dunn & Crutcher LLP

     I-2   Form of Opinion of General Counsel of the Company


                                       vi
<PAGE>
                      AMENDED AND RESTATED CREDIT AGREEMENT

     This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as
of October 13, 2005, among AVNET, INC., a New York corporation (the "Company"),
Avnet Logistics U.S., L.P., a Texas limited partnership ("Logistics"), each
other Subsidiary of the Company party hereto pursuant to Section 2.14 (Logistics
and each such other Subsidiary, a "Designated Borrower" and, together with the
Company, the "Borrowers" and, each a "Borrower"), each lender from time to time
party hereto (collectively, the "Lenders" and individually, a "Lender"), and
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.

     The Borrowers, the Lenders party thereto and the Administrative Agent
entered into a Credit Agreement dated as of June 7, 2004 (the "Existing Credit
Agreement"), pursuant to which the Lenders have made available to the Borrowers
a revolving credit facility, with swingline, letter of credit and multicurrency
subfacilities.

     The Borrowers have requested that the Lenders and the Administrative Agent
amend and restate the Existing Credit Agreement as described herein.

     In consideration of the mutual covenants and agreements herein contained,
the Borrowers, the Lenders party hereto and the Administrative Agent hereby
amend and restate the Existing Credit Agreement and agree as follows:

                                   ARTICLE I.
                     ASSIGNMENTS, AMENDMENT AND RESTATEMENT,
                        DEFINITIONS AND ACCOUNTING TERMS

     1.01 ASSIGNMENTS; AMENDMENT AND RESTATEMENT.

     (a) As of the close of business on October 12, 2005, the allocation of
Commitments of the Lenders under the Existing Credit Agreement was as follows:

<TABLE>
<CAPTION>
                 LENDER                    COMMITMENT    APPLICABLE PERCENTAGE
---------------------------------------   ------------   ---------------------
<S>                                       <C>            <C>
Bank of America, N.A.                     $ 36,500,000         10.428571429%
ABN AMRO Bank N.V.                        $ 36,500,000         10.428571429%
Credit Suisse, Cayman Islands Branch      $ 36,500,000         10.428571429%
The Bank of Nova Scotia                   $ 36,500,000         10.428571429%
BNP Paribas                               $ 36,500,000         10.428571429%
JPMorgan Chase Bank, N.A.                 $ 32,500,000          9.285714286%
Wachovia Bank, National Association       $ 25,000,000          7.142857143%
Royal Bank of Canada                      $ 25,000,000          7.142857143%
Keybank National Association              $ 25,000,000          7.142857143%
Dresdner Bank AG in Munchen               $ 15,000,000          4.285714285%
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
                 LENDER                    COMMITMENT    APPLICABLE PERCENTAGE
---------------------------------------   ------------   ---------------------
<S>                                       <C>            <C>
Sumitomo Mitsui Banking Corporation       $ 15,000,000          4.285714285%
Skandinaviska Enskilda Banken AB (publ)   $ 15,000,000          4.285714285%
Natexis Banques Populaires                $ 15,000,000          4.285714285%
   TOTAL                                  $350,000,000        100.000000000%
</TABLE>

     (b) In order to facilitate the amendment and restatement contemplated by
this Agreement and otherwise to effectuate the desires of the Borrowers,
simultaneously with the Closing Date, but immediately prior to giving effect to
Section 1.01(f), each Lender party to the Existing Credit Agreement whose
Commitment (as defined in the Existing Credit Agreement) is being terminated or
decreased (each, a "Retiring Lender" to the extent of the reduction of its
Commitment) shall be deemed to have assigned, without recourse, to Lenders
increasing their Commitment such portion of such Retiring Lender's Loans and
Applicable Percentages of Outstanding Amounts of L/C Obligations and Swing Line
Loans as shall be necessary to effectuate the adjustments in Commitments, Loans
and Applicable Percentage, with the resulting Commitment allocations on the
Closing Date being as set forth in Schedule 2.01 hereto, with respective
Outstanding Amounts of Committed Loans and Applicable Percentages of the
Outstanding Amounts of L/C Obligations and Swing Line Loans as registered by the
Administrative Agent pursuant to the administration of this Agreement.

     (c) The parties hereby consent to all reallocations and assignments of
Commitments and Outstanding Amounts effected pursuant to Section 1.01(b) and,
subject to Article IV hereof, waive any requirement for any other document or
instrument, including any Assignment and Assumption under the Existing Credit
Facility or hereunder necessary to give effect to any reallocation or
assignment, which shall be deemed effective as if such reallocation or
assignment were evidenced by applicable Assignments and Assumptions under the
Existing Credit Facility and hereunder. On the Closing Date the Lenders shall
make full cash settlement with each other (and with each Retiring Lender),
either directly or through the Administrative Agent, as the Administrative Agent
may direct or approve, with respect to all assignments and reallocations in
Commitments as reflected in this Section 1.01 such that after giving effect to
such settlements each Lender's Applicable Percentage of the Aggregate
Commitments equals (with customary rounding) its Applicable Percentage of (i)
the Outstanding Amount of all Committed Loans, (ii) the Outstanding Amount of
all L/C Obligations, and (iii) the Outstanding Amount of all Swing Line Loans.

     (d) The Borrower, the Administrative Agent and the Lenders hereby agree
that upon the effectiveness of this Agreement, the terms and provisions of the
Existing Credit Agreement which in any manner govern or evidence the obligations
arising hereunder, the rights and interests of the Administrative Agent and the
Lenders and any terms, conditions or matters related to any thereof, shall be
and hereby are amended and restated in their entirety by the terms, conditions
and provisions of this Agreement, and the terms and provisions of the Existing
Credit Agreement shall be superseded by this Agreement.

     (e) Notwithstanding this amendment and restatement of the Existing Credit
Agreement, including anything in this Section 1.01, and of any related "Loan
Document" (as


                                        2
<PAGE>
such term is defined in the Existing Credit Agreement and referred to herein,
individually or collectively, as the "Existing Loan Documents"), (i) all of the
indebtedness, liabilities and obligations owing by the Borrowers or any other
Person under the Existing Credit Agreement and other Existing Loan Documents
shall continue as obligations hereunder and (ii) this Agreement is given as a
substitution of, and not as a payment of the indebtedness, liabilities and
obligations of the Borrowers under the Existing Credit Agreement and the
Existing Loan Documents.

     (f) Upon the effectiveness of this Agreement, all Loans (as defined in the
Existing Credit Agreement) that are Base Rate Loans (as defined in the Existing
Credit Agreement), shall constitute Loans accruing interest at the Base Rate
hereunder. The parties hereto agree that the Interest Periods for all
Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the
Closing Date shall be terminated, the Borrower shall pay (on the Closing Date)
all accrued interest with respect to such Loans, together with any additional
amounts required by Section 3.05 of the Existing Credit Agreement, and the
Borrowers shall furnish to the Administrative Agent interest rate selection
notices for existing Loans and borrowing notices for additional Loans as may be
required in connection with the allocation of Loans among Lenders in accordance
with their Applicable Percentages.

     1.02 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

     "Acquisition" means the acquisition of (i) a controlling equity or other
ownership interest in another Person (including upon the exercise of an option,
warrant or convertible or similar type security to acquire such a controlling
interest), whether by purchase of such equity or other ownership interest or
upon exercise of an option or warrant for, or conversion of securities into,
such equity or other ownership interest, or (ii) assets of another Person which
constitute all or substantially all of the assets of such Person or of a line or
lines of business conducted by such Person.

     "Adjusted Receivables Amount" means, as of any date of determination, the
greater of (a) the aggregate net book value of all Excluded Receivables minus
$75,000,000, and (b) $0.

     "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

     "Administrative Agent's Office" means, with respect to any currency, the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02 with respect to such currency, or such other address or account
with respect to such currency as the Administrative Agent may from time to time
notify to the Company and the Lenders.

     "Administrative Questionnaire" means an Administrative Questionnaire in a
form supplied by the Administrative Agent.

     "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.


                                        3
<PAGE>
     "Aggregate Commitments" means the Commitments of all the Lenders.

     "Agreement" has the meaning specified in the introductory paragraph.

     "Alternative Currency" means each of Euro, Sterling, Australian Dollars,
Hong Kong Dollars, Singapore Dollars, Japanese Yen, and each other currency
(other than Dollars) that is approved in accordance with Section 1.06.

     "Alternative Currency Equivalent" means, at any time, with respect to any
amount denominated in Dollars, the equivalent amount thereof in the applicable
Alternative Currency as determined by the Administrative Agent or the L/C
Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of
such Alternative Currency with Dollars.

     "Alternative Currency Sublimit" means an amount equal to the lesser of the
Aggregate Commitments and $250,000,000. The Alternative Currency Sublimit is
part of, and not in addition to, the Aggregate Commitments.

     "Applicable Percentage" means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender's Commitment at such time. If the commitment of each
Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate
Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Applicable
Percentage of each Lender is set forth opposite the name of such Lender on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable.

     "Applicable Rate" means, from time to time, the following percentages per
annum, based upon the Debt Rating as set forth below:

                                 APPLICABLE RATE

<TABLE>
<CAPTION>
                                               EUROCURRENCY RATE +
PRICING       DEBT RATINGS                          LETTER OF        UTILIZATION
 LEVEL        S&P/MOODY'S       FACILITY FEE        CREDIT FEE           FEE
-------   -------------------   ------------   -------------------   -----------
<S>       <C>                   <C>            <C>                   <C>
   1      BBB+/Baa1 or better      0.125%             0.375%            0.125%
   2            BBB/Baa2           0.150%             0.475%            0.125%
   3           BBB-/Baa3           0.175%             0.575%            0.125%
   4            BB+/Ba1            0.200%             0.800%            0.125%
   5        BB/Ba2 or worse        0.300%             0.950%            0.125%
</TABLE>

     "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of the
Company's non-credit-enhanced, senior unsecured long-term debt; provided that if
a Debt Rating is issued by each of the foregoing rating agencies, then the
higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level
1 being the highest and the Debt Rating for Pricing Level 5 being the lowest),
unless there is a split in Debt Ratings of more than one


                                       4
<PAGE>
level, in which case the Pricing Level that is one level higher than the Pricing
Level of the lower Debt Rating shall apply.

Initially, the Applicable Rate shall be determined based upon the Debt Ratings
in effect on the Closing Date, each of which shall be specified in the
certificate delivered pursuant to Section 4.01(a)(vii). Thereafter, each change
in the Applicable Rate resulting from a publicly announced change in any Debt
Rating shall be effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective
date of the next such change.

     "Applicable Time" means, with respect to any borrowings and payments in any
Alternative Currency, the local time in the place of settlement for such
Alternative Currency as may be determined by the Administrative Agent or the L/C
Issuer, as the case may be, to be necessary for timely settlement on the
relevant date in accordance with normal banking procedures in the place of
payment.

     "Applicant Borrower" has the meaning specified in Section 2.14.

     "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

     "Arrangers" means, collectively, BAS, in its capacity as joint lead
arranger and sole book manager, and ABN Amro Incorporated, in its capacity as
joint lead arranger.

     "Assignment and Assumption" means an assignment and assumption entered into
by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 10.06(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit E or any other form approved by the
Administrative Agent.

     "Attributable Indebtedness" means, on any date:

          (a) in respect of any capital lease of any Person, the capitalized
     amount thereof that would appear on a balance sheet of such Person prepared
     as of such date in accordance with GAAP;

          (b) in respect of any Synthetic Lease Obligation, the capitalized
     amount of the remaining lease payments under the relevant lease that would
     appear on a balance sheet of such Person prepared as of such date in
     accordance with GAAP if such lease were accounted for as a capital lease;
     and

          (c) in respect of any asset securitization transaction of any Person,
     (i) the actual amount of any unrecovered investment of purchasers or
     transferees of assets so transferred, plus (ii) in the case of any other
     recourse, repurchase, or debt obligation described in clause (a) of the
     definition of "Off-Balance Sheet Liabilities," the capitalized amount of
     such obligation that would appear on a balance sheet of such Person
     prepared on such date in accordance with GAAP if such sale or transfer or
     assets were accounted for as a secured loan.


                                       5
<PAGE>
     "Audited Financial Statements" means the audited consolidated balance sheet
of the Company and its Subsidiaries for the fiscal year ended July 2, 2005, and
the related consolidated statements of income or operations, shareholders'
equity and cash flows for such fiscal year of the Company and its Subsidiaries,
including the notes thereto.

     "Availability Period" means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the
Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination
of the commitment of each Lender to make Loans and of the obligation of the L/C
Issuer to make L/C Credit Extensions pursuant to Section 8.02.

     "Bank of America" means Bank of America, N.A. and its successors.

     "BAS" means Banc of America Securities LLC and its successors.

     "Base Rate" means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." The "prime rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

     "Base Rate Committed Loan" means a Committed Loan that is a Base Rate Loan.

     "Base Rate Loan" means a Loan that bears interest based on the Base Rate.
All Base Rate Loans shall be denominated in Dollars.

     "Borrower" and "Borrowers" each has the meaning specified in the
introductory paragraph hereto.

     "Borrower Materials" has the meaning specified in Section 6.02.

     "Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as the
context may require.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office with respect to
Obligations denominated in Dollars is located and:

          (a) if such day relates to any interest rate settings as to a
     Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements,
     settlements and payments in Dollars in respect of any such Eurocurrency
     Rate Loan, or any other dealings in Dollars to be carried out pursuant to
     this Agreement in respect of any such Eurocurrency Rate Loan, means any
     such day on which dealings in deposits in Dollars are conducted by and
     between banks in the London interbank eurodollar market;


                                       6
<PAGE>
          (b) if such day relates to any interest rate settings as to a
     Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements,
     settlements and payments in Euro in respect of any such Eurocurrency Rate
     Loan, or any other dealings in Euro to be carried out pursuant to this
     Agreement in respect of any such Eurocurrency Rate Loan, means any such day
     that is a TARGET Day;

          (c) if such day relates to any interest rate settings as to a
     Eurocurrency Rate Loan denominated in a currency other than Dollars or
     Euro, means any such day on which dealings in deposits in the relevant
     currency are conducted by and between banks in the London or other
     applicable offshore interbank market for such currency; and

          (d) if such day relates to any fundings, disbursements, settlements
     and payments in a currency other than Dollars or Euro in respect of a
     Eurocurrency Rate Loan denominated in a currency other than Dollars or
     Euro, or any other dealings in any currency other than Dollars or Euro to
     be carried out pursuant to this Agreement in respect of any such
     Eurocurrency Rate Loan (other than any interest rate settings), means any
     such day on which banks are open for foreign exchange business in the
     principal financial center of the country of such currency.

     "Cash Collateralize" has the meaning specified in Section 2.03(g).

     "Change in Law" means the occurrence, after the date of this Agreement, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.

     "Change of Control" means an event or series of events by which:

          (a) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Securities Exchange Act, but excluding any employee
     benefit plan of such person or its subsidiaries, and any person or entity
     acting in its capacity as trustee, agent or other fiduciary or
     administrator of any such plan) becomes the "beneficial owner" (as defined
     in Rules 13d-3 and 13d-5 under the Securities Exchange Act, except that a
     person or group shall be deemed to have "beneficial ownership" of all
     securities that such person or group has the right to acquire (such right,
     an "option right"), whether such right is exercisable immediately or only
     after the passage of time), directly or indirectly, of 25% or more of the
     equity securities of the Company entitled to vote for members of the board
     of directors or equivalent governing body of the Company on a fully-diluted
     basis (and taking into account all such securities that such person or
     group has the right to acquire pursuant to any option right); or

          (b) during any period of 12 consecutive months, a majority of the
     members of the board of directors or other equivalent governing body of the
     Company cease to be composed of individuals (i) who were members of that
     board or equivalent governing body on the first day of such period, (ii)
     whose election or nomination to that board or equivalent governing body was
     approved by individuals referred to in clause (i) above


                                       7
<PAGE>
     constituting at the time of such election or nomination at least a majority
     of that board or equivalent governing body or (iii) whose election or
     nomination to that board or other equivalent governing body was approved by
     individuals referred to in clauses (i) and (ii) above constituting at the
     time of such election or nomination at least a majority of that board or
     equivalent governing body.

     "Closing Date" means the first date all the conditions precedent in Section
4.01 are satisfied or waived in accordance with Section 10.01.

     "Code" means the Internal Revenue Code of 1986.

     "Commitment" means, as to each Lender, its obligation to (a) make Committed
Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in
L/C Obligations, and (c) purchase participations in Swing Line Loans, in an
aggregate principal amount at any one time outstanding not to exceed the Dollar
amount set forth opposite such Lender's name on Schedule 2.01 or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance
with this Agreement.

     "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type, in the same currency and, in the case of
Eurocurrency Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.

     "Committed Loan" has the meaning specified in Section 2.01.

     "Committed Loan Notice" means a notice of (a) a Committed Borrowing, (b) a
conversion of Committed Loans from one Type to the other, or (c) a continuation
of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing,
shall be substantially in the form of Exhibit A.

     "Company" has the meaning specified in the introductory paragraph hereto.

     "Compliance Certificate" means a certificate substantially in the form of
Exhibit D.

     "Consolidated EBITDA" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income
for such period plus (a) the following to the extent deducted in calculating
such Consolidated Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign income taxes payable by
the Company and its Subsidiaries for such period, (iii) depreciation and
amortization expense and (iv) other non-cash or non-recurring expenses of the
Company and its Subsidiaries reducing such Consolidated Net Income and minus (b)
all non-cash items increasing Consolidated Net Income for such period.

     "Consolidated Funded Indebtedness" means, as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis, the sum of (a) the
outstanding principal amount of all obligations, whether current or long-term,
for borrowed money (including such Obligations hereunder) and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments, (b) all purchase money Indebtedness, (c) all direct


                                       8
<PAGE>
obligations arising under letters of credit (including standby letters of
credit), bankers' acceptances, bank guaranties, surety bonds and similar
instruments (other than commercial letters of credit and bankers' acceptances
incurred to support commercial transactions, bid bonds, payment bonds and
performance bonds arising in the ordinary course of business), in each case net
of the amount of cash collateral securing such obligations, (d) all obligations
in respect of the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business), (e) Attributable
Indebtedness in respect of capital leases, Synthetic Lease Obligations and other
Off-Balance Sheet Liabilities, (f) without duplication, all Guarantees with
respect to outstanding Indebtedness of the types specified in clauses (a)
through (e) above of Persons other than the Company or any Subsidiary, and (g)
all Indebtedness of the types referred to in clauses (a) through (f) above of
any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which the Company or a Subsidiary
is a general partner or joint venturer, if, and to the extent that, the fair
value of the assets of such partnership or joint venture is less than its
probable liability in respect of its obligations, net of any right to
contribution from other reasonably creditworthy Persons which the Company or
such Subsidiary has in respect thereof, unless such Indebtedness is expressly
made non-recourse to the Company or such Subsidiary.

     "Consolidated Interest Charges" means, for any period, for the Company and
its Subsidiaries on a consolidated basis, the sum, without duplication, of (a)
consolidated interest expense determined in accordance with GAAP, (b) the
portion of rent expense of the Company and its Subsidiaries with respect to such
period under capital leases that is treated as interest in accordance with GAAP,
and (c) all implicit interest in connection with Synthetic Lease Obligations and
other Off-Balance Sheet Liabilities.

     "Consolidated Interest Coverage Ratio" means, as of any date of
determination, the ratio of (a) Consolidated EBITDA for the period of the four
prior fiscal quarters ending on such date to (b) Consolidated Interest Charges
for such period.

     "Consolidated Leverage Ratio" means, as of any date of determination, the
ratio of (a) Consolidated Funded Indebtedness as of such date to (b)
Consolidated EBITDA for the period of the four fiscal quarters most recently
ended.

     "Consolidated Net Income" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, the net income of the Company and its
Subsidiaries (excluding extraordinary gains but including extraordinary losses)
for that period.

     "Consolidated Tangible Net Worth" means, as of any date of determination,
for the Company and its Subsidiaries on a consolidated basis, Shareholders'
Equity minus Intangible Assets on that date.

     "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

     "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise


                                       9
<PAGE>
voting power, by contract or otherwise. "Controlling" and "Controlled" have
meanings correlative thereto.

     "Cost of Acquisition" means, with respect to any Acquisition, as at the
date of entering into any agreement therefor, the sum of the following (without
duplication): (a) the amount of any cash and fair market value of property
(excluding capital stock, warrants or options to acquire capital stock of the
Company and the unpaid principal amount of any debt instrument) given as
consideration, (b) the amount (determined by using the face amount or the amount
payable at maturity, whichever is greater) of any Indebtedness incurred,
assumed, acquired or repaid by the Company or any Subsidiary in connection with
such Acquisition, (c) all additional purchase price amounts in the form of
earnouts and other contingent obligations that should be recorded on the balance
sheet of the Company and its Subsidiaries in accordance with GAAP, (d) all
amounts paid in respect of covenants not to compete, consulting agreements that
should be recorded on financial statements of the Company and its Subsidiaries
in accordance with GAAP, (e) the aggregate fair market value of all other
consideration given by the Company or any Subsidiary in connection with such
Acquisition, and (f) out-of-pocket transaction costs for the services and
expenses of attorneys, accountants and other consultants incurred in effecting
such transaction, and other similar transaction costs so incurred and
capitalized in accordance with GAAP.

     "Credit Extension" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

     "Debt Rating" has the meaning specified in the definition of Applicable
Rate.

     "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

     "Default" means any event or condition that constitutes an Event of Default
or that, with the giving of any notice, the passage of time, or both, would be
an Event of Default.

     "Default Rate" means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to the Base Rate plus 2% per
annum; provided, however, that with respect to a Eurocurrency Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus
2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate
equal to the Applicable Rate plus 2% per annum.

     "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or
participations in Swing Line Loans required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the
date


                                       10
<PAGE>
when due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

     "Designated Borrower" has the meaning specified in the introductory
paragraph hereto.

     "Designated Borrower Sublimit" means, with respect to each Foreign Obligor
for which the Administrative Agent has not received an opinion of local counsel
in form and substance and from counsel satisfactory to it, an amount equal to
the lesser of (a) the Aggregate Commitments and (b) $10,000,000. Each Designated
Borrower Sublimit is part of, and not in addition to, the Aggregate Commitments.

     "Designated Borrower Notice" has the meaning specified in Section 2.14.

     "Designated Borrower Request and Assumption Agreement" has the meaning
specified in Section 2.14.

     "Disposition" or "Dispose" means the sale, transfer, license, lease or
other disposition (including any sale and leaseback transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes or accounts receivable or any rights and
claims associated therewith.

     "Dollar" and "$" mean lawful money of the United States.

     "Dollar Equivalent" means, at any time, (a) with respect to any amount
denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any Alternative Currency, the equivalent amount thereof in
Dollars as determined by the Administrative Agent or the L/C Issuer, as the case
may be, at such time on the basis of the Spot Rate (determined in respect of the
most recent Revaluation Date) for the purchase of Dollars with such Alternative
Currency.

     "Domestic Subsidiary" means any Subsidiary that is organized under the laws
of any political subdivision of the United States.

     "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c)
an Approved Fund; and (d) any other Person (other than a natural person)
approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line
Lender, and (ii) unless an Event of Default has occurred and is continuing, the
Company (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall not
include the Company or any of the Company's Affiliates or Subsidiaries; and
provided further, however, that an Eligible Assignee shall include only a
Lender, an Affiliate of a Lender or another Person, which, through its Lending
Offices, is capable of lending the applicable Alternative Currencies to the
relevant Borrowers without the imposition of any Taxes or additional Taxes, as
the case may be.

     "EMU" means the economic and monetary union in accordance with the Treaty
of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty
of 1992 and the Amsterdam Treaty of 1998.


                                       11
<PAGE>
     "EMU Legislation" means the legislative measures of the European Council
for the introduction of, changeover to or operation of a single or unified
European currency.

     "Environmental Laws" means any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

     "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Company, any other Loan Party or any of their
respective Subsidiaries directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

     "Equity Interests" means, with respect to any Person, all of the shares of
capital stock of (or other ownership or profit interests in) such Person, all of
the warrants, options or other rights for the purchase or acquisition from such
Person of shares of capital stock of (or other ownership or profit interests in)
such Person, all of the securities convertible into or exchangeable for shares
of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

     "ERISA" means the Employee Retirement Income Security Act of 1974.

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
under common control with the Company within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).

     "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Company or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate a Pension
Plan under Section 4041 of ERISA, the treatment of a Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan under
Section 4042 of ERISA; (e) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to


                                       12
<PAGE>
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.

     "Euro" and "EUR" mean the lawful currency of the Participating Member
States introduced in accordance with the EMU Legislation.

     "Eurocurrency Rate" means, for any Interest Period with respect to a
Eurocurrency Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period. If such rate is
not available at such time for any reason, then the "Eurocurrency Rate" for such
Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in the relevant currency for delivery on
the first day of such Interest Period in Same Day Funds in the approximate
amount of the Eurocurrency Rate Loan being made, continued or converted by Bank
of America and with a term equivalent to such Interest Period would be offered
by Bank of America's London Branch (or other Bank of America branch or
Affiliate) to major banks in the London or other offshore interbank market for
such currency at their request at approximately 11:00 a.m. (London time) two
Business Days prior to the commencement of such Interest Period.

     "Eurocurrency Rate Loan" means a Committed Loan that bears interest at a
rate based on the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated
in Dollars or in an Alternative Currency. All Committed Loans denominated in an
Alternative Currency must be Eurocurrency Rate Loans.

     "Event of Default" has the meaning specified in Section 8.01.

     "Excluded Receivables" means, as of any date of determination, all accounts
receivable referred to in Item 1 of Schedule 7.01.

     "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the L/C Issuer or any other recipient of any payment to be made by or on
account of any obligation of any Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States or any similar tax imposed by any
other jurisdiction in which such Borrower is located and (c) except as provided
in the following sentence, in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Company under Section 10.13), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender's failure or inability (other
than as a result of a Change in Law) to comply with Section 3.01(e), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new


                                       13
<PAGE>
Lending Office (or assignment), to receive additional amounts from the
applicable Borrower with respect to such withholding tax pursuant to Section
3.01(a). Notwithstanding anything to the contrary contained in this definition,
"Excluded Taxes" shall not include any withholding tax imposed at any time on
payments made by or on behalf of a Foreign Obligor to any Lender hereunder or
under any other Loan Document, provided that such Lender shall have complied
with the last paragraph of Section 3.01(e).

     "Existing Credit Agreement" has the meaning specified in the introductory
statements on page 1 of this Agreement.

     "Existing Foreign Line of Credit" means any line of credit in effect on the
date hereof listed on Schedule 7.03.

     "Existing Foreign Line of Credit Limit" means, with respect to any Existing
Foreign Line of Credit, the maximum amount thereof in effect on the Closing Date
as set forth on Schedule 7.03.

     "Existing Letters of Credit" means the letters of credit listed on Schedule
1.02(a).

     "Existing Loan Documents" has the meaning specified in Section 1.01(e) of
this Agreement.

     "Existing Securitization Facility" means the account receivable
securitization pursuant to the amended and restated receivables purchase
agreement dated as of February 6, 2002, among Avnet Receivables Corporation, the
Company as servicer, the financial institutions party thereto as purchasers, and
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA) as agent for the
purchasers, as amended, restated, supplemented or otherwise modified from time
to time, including any extensions, renewals, replacements and refinancings
thereof; provided, that each such agreement (as amended, restated, supplemented
or otherwise modified from time to time) or extension, renewal, replacement or
refinancing, as the case may be, satisfies the requirements set forth in clause
(b) of the definition of Permitted Securitization Facility.

     "Federal Funds Rate" means, for any day, the rate per annum equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

     "Fee Letter" means the letter agreement, dated September 8, 2005, among the
Company, the Administrative Agent and Banc of America Securities LLC.

     "Foreign Lender" means, with respect to any Borrower, any Lender that is
organized under the laws of a jurisdiction other than that in which such
Borrower is resident for tax


                                       14
<PAGE>
purposes. For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

     "Foreign Obligor" means a Loan Party that is a Foreign Subsidiary.

     "Foreign Subsidiary" means any Subsidiary that is organized under the laws
of a jurisdiction other than the United States, a State thereof or the District
of Columbia.

     "FRB" means the Board of Governors of the Federal Reserve System of the
United States.

     "Fund" means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

     "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or such other
principles as may be approved by a significant segment of the accounting
profession in the United States, that are applicable to the circumstances as of
the date of determination, consistently applied.

     "Governmental Authority" means the government of the United States or any
other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).

     "Guarantee" means, as to any Person, any (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor
to pay such Indebtedness or other obligation, or (iv) entered into for the
purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if


                                       15
<PAGE>
not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term
"Guarantee" as a verb has a corresponding meaning.

     "Guaranty" means the Amended and Restated Guaranty Agreement made by the
Company in favor of the Administrative Agent and the Lenders, substantially in
the form of Exhibit F.

     "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

     "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

          (a) all obligations of such Person for borrowed money and all
     obligations of such Person evidenced by bonds, debentures, notes, loan
     agreements or other similar instruments;

          (b) all direct or contingent obligations of such Person arising under
     letters of credit (including standby letters of credit), bankers'
     acceptances, bank guaranties, surety bonds and similar instruments (other
     than commercial letters of credit and bankers' acceptances incurred to
     support commercial transactions, bid bonds, payment bonds and performance
     bonds arising in the ordinary course of business);

          (c) net obligations of such Person under Swap Contracts;

          (d) all obligations of such Person to pay the deferred purchase price
     of property or services (other than current trade accounts payable in the
     ordinary course of business);

          (e) indebtedness (excluding prepaid interest thereon) secured by a
     Lien on property owned or being purchased by such Person (including
     indebtedness arising under conditional sales or other title retention
     agreements), whether or not such indebtedness shall have been assumed by
     such Person or is limited in recourse;

          (f) capital leases, Synthetic Lease Obligations and other Off-Balance
     Sheet Liabilities;

          (g) all obligations of such Person to purchase, redeem, retire,
     defease or otherwise make any payment in respect of any Equity Interest in
     such Person or any other Person, valued, in the case of a redeemable
     preferred interest, at the greater of its voluntary or involuntary
     liquidation preference plus accrued and unpaid dividends; and

          (h) all Guarantees of such Person in respect of any of the foregoing.


                                       16
<PAGE>
     For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, if, and to the extent that, the fair
value of the assets of such partnership or joint venture is less than its
probable liability in respect of its obligations, net of any right to
contribution from other reasonably creditworthy Persons which the Company or
such Subsidiary has in respect thereof, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any net obligation under any
Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date. The amount of any capital lease, Synthetic Lease
Obligation or other Off-Balance Sheet Liability as of any date shall be deemed
to be the amount of Attributable Indebtedness in respect thereof as of such
date.

     Notwithstanding the foregoing, for purposes of this Agreement, the term
Indebtedness shall not include any liability of the Company or a Subsidiary
under any deferred compensation plan or similar arrangement covering employees
or members of the board of directors of the Company.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Indemnitees" has the meaning specified in Section 10.04(b).

     "Information" has the meaning specified in Section 10.07.

     "Intangible Assets" means assets that are classified as intangible assets
under GAAP.

     "Interest Payment Date" means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan),
the last Business Day of each March, June, September and December and the
Maturity Date.

     "Interest Period" means, as to each Eurocurrency Rate Loan, the period
commencing on the date such Eurocurrency Rate Loan is disbursed or converted to
or continued as a Eurocurrency Rate Loan and ending (a) in the case of any such
Loan denominated in Dollars, on the date one, two, three or six months
thereafter, or (b) in the case of any such Loan denominated in an Alternative
Currency, on the date one, two, or three months thereafter, in each case as
selected by the Company in its Committed Loan Notice; provided that:

          (i) any Interest Period that would otherwise end on a day that is not
     a Business Day shall be extended to the next succeeding Business Day unless
     such Business Day falls in another calendar month, in which case such
     Interest Period shall end on the next preceding Business Day;

          (ii) any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of the calendar month at the end of such Interest
     Period; and


                                       17
<PAGE>
          (iii) no Interest Period shall extend beyond the Maturity Date.

     "Investment" means, as to any Person, any direct or indirect investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, Guarantee or assumption of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person and any arrangement pursuant to which the investor Guarantees
Indebtedness of such other Person, or (c) the purchase or other acquisition (in
one transaction or a series of transactions) of assets of another Person that
constitute a business unit. For purposes of covenant compliance, the amount of
any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

     "IP Rights" has the meaning specified in Section 5.17.

     "IRS" means the United States Internal Revenue Service.

     "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

     "Issuer Documents" means with respect to any Letter of Credit, the Letter
of Credit Application, and any other document, agreement and instrument entered
into by the L/C Issuer and the Company (or any Subsidiary) or in favor the L/C
Issuer and relating to any such Letter of Credit.

     "Laws" means, collectively, all international, foreign, Federal, state and
local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities (including ERISA and
Environmental Laws), including the interpretation or administration thereof by
any Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of law.

     "L/C Advance" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable
Percentage. All L/C Advances shall be denominated in Dollars.

     "L/C Borrowing" means an extension of credit resulting from a drawing under
any Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in
Dollars.

     "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

     "L/C Issuer" means Bank of America in its capacity as issuer of Letters of
Credit hereunder, or any successor issuer of Letters of Credit hereunder.


                                       18
<PAGE>
     "L/C Obligations" means, as at any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding"
in the amount so remaining available to be drawn.

     "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

     "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire, or such
other office or offices as a Lender may from time to time notify the Company and
the Administrative Agent.

     "Letter of Credit" means any letter of credit issued hereunder and shall
include the Existing Letters of Credit. A Letter of Credit may be a commercial
letter of credit or a standby letter of credit. All Letters of Credit shall be
issued in Dollars.

     "Letter of Credit Application" means an application and agreement for the
issuance or amendment of a Letter of Credit in the form from time to time in use
by the L/C Issuer.

     "Letter of Credit Expiration Date" means the day that is seven days prior
to the Maturity Date then in effect (or, if such day is not a Business Day, the
next preceding Business Day).

     "Letter of Credit Fee" has the meaning specified in Section 2.03(i).

     "Letter of Credit Sublimit" means an amount equal to the lesser of (a)
$100,000,000, and (b) the Aggregate Commitments. The Letter of Credit Sublimit
is part of, and not in addition to, the Aggregate Commitments.

     "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement in the nature of
a security interest of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).

     "Loan" means an extension of credit by a Lender to a Borrower under Article
II in the form of a Committed Loan or a Swing Line Loan.

     "Loan Documents" means this Agreement, each Designated Borrower Request and
Assumption Agreement, each Note, each Issuer Document, the Fee Letter and the
Guaranty.

     "Loan Parties" means, collectively, the Company, Logistics and each other
Designated Borrower.

     "Logistics" has the meaning specified in the introductory paragraph hereto.


                                       19
<PAGE>
     "Mandatory Cost" means, with respect to any period, the percentage rate per
annum determined in accordance with Schedule 1.02(b).

     "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Company or the Company and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of any
Loan Party to perform its obligations under the Loan Documents to which it is a
party; (c) a material adverse effect upon the rights or remedies of the
Administrative Agent or any Lender under the Loan Documents; or (d) a material
adverse effect upon the legality, validity, binding effect or enforceability
against any Loan Party of the Loan Documents to which it is a party.

     "Material Subsidiary" means, at any time, any Subsidiary which had total
revenues in the four fiscal quarter period most recently ended in excess of 5%
of the total revenues of the Company and its Subsidiaries on a consolidated
basis.

     "Maturity Date" means October 13, 2010.

     "Moody's" means Moody's Investors Service, Inc. and any successor thereto.

     "Multiemployer Plan" means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding five plan
years, has made or been obligated to make contributions.

     "Note" means a promissory note made by a Borrower in favor of a Lender
evidencing Loans made by such Lender to such Borrower, substantially in the form
of Exhibit C.

     "Obligations" means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any
Affiliate thereof of any proceeding under any Debtor Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.

     "Off-Balance Sheet Liabilities" means, with respect to any Person as of any
date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
Subsidiaries in accordance with GAAP: (a) with respect to any asset
securitization transaction (including any accounts receivable purchase
facility), the unrecovered investment of purchasers or transferees of assets so
transferred and the principal amount of any recourse, repurchase or debt
obligations incurred in connection therewith; and (b) the monetary obligations
under any financing lease or so-called "synthetic," tax retention or off-balance
sheet lease transaction which, upon the application of any Debtor Relief Law to
such Person or any of its Subsidiaries, would be characterized as indebtedness.


                                       20
<PAGE>
     "Organization Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

     "Other Taxes" means all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.

     "Outstanding Amount" means (a) with respect to Committed Loans on any date,
the Dollar Equivalent amount of the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of
such Committed Loans occurring on such date; (b) with respect to Swing Line
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line
Loans occurring on such date; and (c) with respect to any L/C Obligations on any
date, the aggregate outstanding amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Company of Unreimbursed
Amounts.

     "Overnight Rate" means, for any day, (a) with respect to any amount
denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an
overnight rate determined by the Administrative Agent, the L/C Issuer, or the
Swing Line Lender, as the case may be, in accordance with banking industry rules
on interbank compensation, and (b) with respect to any amount denominated in an
Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative Currency, in an amount approximately equal to the
amount with respect to which such rate is being determined, would be offered for
such day by a branch or Affiliate of Bank of America in the applicable offshore
interbank market for such currency to major banks in such interbank market.

     "Participant" has the meaning specified in Section 10.06(d).

     "Participating Member State" means each state so described in any EMU
Legislation.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension Plan" means any "employee pension benefit plan" (as such term is
defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Company or
any ERISA Affiliate or to which the Company or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of


                                       21
<PAGE>
a multiple employer or other plan described in Section 4064(a) of ERISA, has
made contributions at any time during the immediately preceding five plan years.

     "Permitted Acquisition" means any Acquisition that is permitted by the
terms of Section 7.12.

     "Permitted Business" means any business in which the Company and its
Subsidiaries were engaged on the Closing Date and any business reasonably
related or incidental thereto.

     "Permitted Securitization Facilities" means, collectively, (a) the Existing
Securitization Facility and (b) any other account receivable securitization
facility so long as the Indebtedness thereunder and other payment obligations
with respect thereto are nonrecourse to the Company and its Subsidiaries (other
than any Special Purpose Finance Subsidiary), other than limited recourse
provisions that are customary for transactions of such type and do not have the
effect of Guaranteeing the repayment of any such Indebtedness or limiting the
loss or credit risk of lenders or purchasers with respect to payment or
performance by the obligors of the accounts receivable so transferred; provided,
that (i) the aggregate outstanding Attributable Indebtedness under the Existing
Securitization Facility and any other account receivable securitization
facilities described in clause (b) plus (ii) the Adjusted Receivables Amount,
shall not at any time exceed the greater of (x) $350,000,000, and (y) 35% of the
aggregate net book value of all accounts receivable of the Company and its
Subsidiaries (including those accounts receivable subject to the Existing
Securitization Facility or any other account receivable securitization
facilities described in clause (b)).

     "Person" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority
or other entity.

     "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Company or, with respect to any such
plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

     "Platform" has the meaning specified in Section 6.02.

     "Register" has the meaning specified in Section 10.06(c).

     "Registered Public Accounting Firm" has the meaning specified in the
Securities Laws and shall be independent of the Company as prescribed by the
Securities Laws.

     "Related Parties" means, with respect to any Person, such Person's
Affiliates and the partners, directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

     "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

     "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to an L/C Credit


                                       22
<PAGE>
Extension, a Letter of Credit Application, and (c) with respect to a Swing Line
Loan, a Swing Line Loan Notice.

     "Required Lenders" means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender
to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions
have been terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50% of the Total Outstandings (with the aggregate amount of each
Lender's risk participation and funded participation in L/C Obligations and
Swing Line Loans being deemed "held" by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

     "Responsible Officer" means the chief executive officer, president, chief
financial officer, treasurer or assistant treasurer of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

     "Restricted Payment" means any dividend or other distribution (whether in
cash, securities or other property) with respect to any capital stock or other
Equity Interest of the Company or any Subsidiary, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other Equity Interest,
or on account of any return of capital to the Company's stockholders, partners
or members (or the equivalent Person thereof).

     "Revaluation Date" means, with respect to any Loan, each of the following:
(a) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an
Alternative Currency, (b) each date of a continuation of a Eurocurrency Rate
Loan denominated in an Alternative Currency pursuant to Section 2.02, and (c)
such additional dates as the Administrative Agent shall determine or the
Required Lenders shall require.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

     "Same Day Funds" means (a) with respect to disbursements and payments in
Dollars, immediately available funds, and (b) with respect to disbursements and
payments in an Alternative Currency, same day or other funds as may be
determined by the Administrative Agent to be customary in the place of
disbursement or payment for the settlement of international banking transactions
in the relevant Alternative Currency.

     "Sarbanes-Oxley" means the Sarbanes-Oxley Act of 2002.

     "SEC" means the Securities and Exchange Commission, or any Governmental
Authority succeeding to any of its principal functions.


                                       23
<PAGE>
     "Securities Exchange Act" means the Securities Exchange Act of 1934.

     "Securities Laws" means the Securities Act of 1933, the Securities Exchange
Act, Sarbanes-Oxley and the applicable accounting and auditing principles,
rules, standards and practices promulgated, approved or incorporated by the SEC
or the Public Company Accounting Oversight Board, as each of the foregoing may
be amended and in effect on any applicable date hereunder.

     "Senior Indebtedness" means Indebtedness other than Subordinated
Indebtedness.

     "Senior Notes" means the Company's U.S.$400,000,000 senior notes due
November 15, 2006, which were issued pursuant to the Senior Notes Indenture.

     "Senior Notes Indenture" means the Indenture dated as of October 1, 2000,
between the Company and Bank One Trust Company, N.A., Trustee.

     "Shareholders' Equity" means, as of any date of determination, consolidated
shareholders' equity of the Company and its Subsidiaries as of that date
determined in accordance with GAAP.

     "Solvent" means, with respect to any Person, that the value of the assets
of such Person (both at fair value and present fair saleable value) is, on the
date of determination, greater than the total amount of liabilities (including
contingent and unliquidated liabilities) of such Person as of such date and
that, as of such date, such Person is able to pay all liabilities of such Person
as such liabilities mature and does not have unreasonably small capital. In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

     "Special Notice Currency" means at any time an Alternative Currency, other
than the currency of a country that is a member of the Organization for Economic
Cooperation and Development at such time located in North America or Europe.

     "Special Purpose Finance Subsidiary" means any Subsidiary of the Company
created solely for the purposes of, and whose sole activity shall consist of,
acquiring and financing accounts receivable of the Company and its Subsidiaries
pursuant to a Permitted Securitization Facility.

     "Spot Rate" for a currency means the rate determined by the Administrative
Agent to be the rate quoted by the Person acting in such capacity as the spot
rate for the purchase by such Person of such currency with another currency
through its principal foreign exchange trading office at approximately 9:00 a.m.
on the date two Business Days prior to the date as of which the foreign exchange
computation is made; provided that the Administrative Agent may obtain such spot
rate from another financial institution designated by the Administrative Agent
if the Person acting in such capacity does not have as of the date of
determination a spot buying rate for any such currency.

     "Sterling" and "L" mean the lawful currency of the United Kingdom.


                                       24
<PAGE>
     "Subordinated Indebtedness" means Indebtedness with regard to which the
instrument or agreement creating or evidencing such Indebtedness or pursuant to
which such Indebtedness is outstanding expressly provides that such Indebtedness
is subordinated in right of payment to the Obligations.

     "Subsidiary" of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity (a) of which a majority of
the shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person, or (b) the accounts of which are consolidated with those of the
Company in its consolidated financial statements. Unless otherwise specified,
all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Company.

     "Swap Contract" means any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement.

     "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

     "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.04.

     "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to
Section 2.04.

     "Swing Line Lender" means Bank of America in its capacity as provider of
Swing Line Loans, or any successor swing line lender hereunder.

     "Swing Line Loan" has the meaning specified in Section 2.04(a).

     "Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant
to Section 2.04(b), which, if in writing, shall be substantially in the form of
Exhibit B.


                                       25
<PAGE>
     "Swing Line Sublimit" means an amount equal to the lesser of (a)
$75,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part
of, and not in addition to, the Aggregate Commitments.

     "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

     "TARGET Day" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer (TARGET) payment system (or, if such payment
system ceases to be operative, such other payment system (if any) determined by
the Administrative Agent to be a suitable replacement) is open for the
settlement of payments in Euro.

     "Taxes" means all present or future taxes, levies, imposts, duties,
deductions, withholdings, assessments, fees or other charges imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

     "Total Outstandings" means the aggregate Outstanding Amount of all Loans
and all L/C Obligations.

     "Type" means, with respect to a Committed Loan, its character as a Base
Rate Loan or a Eurocurrency Rate Loan.

     "Unencumbered Cash and Cash Equivalents" means cash or cash equivalents
owned by Company and its Subsidiaries on a consolidated basis (excluding assets
of any retirement plan) which (a) are not the subject of any Lien, and (b) may
be converted to cash within thirty (30) days.

     "Unfunded Pension Liability" means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

     "United States" and "U.S." mean the United States of America.

     "Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).

     1.03 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

     (a) The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words
"include," "includes" and "including" shall be deemed to be followed by the
phrase "without limitation." The word "will" shall be construed to have the same
meaning and effect as the word "shall." Unless the context requires otherwise,
(i) any definition of or reference to any agreement, instrument or other


                                       26
<PAGE>
document (including any Organization Document) shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to include
such Person's successors and assigns, (iii) the words "herein," "hereof" and
"hereunder," and words of similar import when used in any Loan Document, shall
be construed to refer to such Loan Document in its entirety and not to any
particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     (b) In the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including;" the words "to" and
"until" each mean "to but excluding;" and the word "through" means "to and
including."

     (c) Section headings herein and in the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.

     1.04 ACCOUNTING TERMS.

     (a) Generally. All accounting terms not specifically or completely defined
herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP applied on
a consistent basis, as in effect from time to time, applied in a manner
consistent with that used in preparing the Audited Financial Statements, except
as otherwise specifically prescribed herein.

     (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders);
provided that, until so amended, (i) such ratio or requirement shall continue to
be computed in accordance with GAAP prior to such change therein and (ii) the
Company shall provide to the Administrative Agent and the Lenders financial
statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

     1.05 EXCHANGE RATES; CURRENCY EQUIVALENTS. (a) The Administrative Agent
shall determine the Spot Rates as of each Revaluation Date to be used for
calculating Dollar


                                       27
<PAGE>
Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in
Alternative Currencies. Such Spot Rates shall become effective as of such
Revaluation Date and shall be the Spot Rates employed in converting any amounts
between the applicable currencies until the next Revaluation Date to occur.
Except for purposes of financial statements delivered by Loan Parties hereunder
or calculating financial covenants hereunder or except as otherwise provided
herein, the applicable amount of any currency (other than Dollars) for purposes
of the Loan Documents shall be such Dollar Equivalent amount as so determined by
the Administrative Agent.

     (b) Wherever in this Agreement in connection with a Committed Borrowing,
conversion, continuation or prepayment of a Eurocurrency Rate Loan, an amount,
such as a required minimum or multiple amount, is expressed in Dollars, but such
Committed Borrowing or Eurocurrency Rate Loan is denominated in an Alternative
Currency, such amount shall be the relevant Alternative Currency Equivalent of
such Dollar amount (rounded to the nearest unit of such Alternative Currency,
with 0.5 of a unit being rounded upward), as determined by the Administrative
Agent.

     1.06 ADDITIONAL ALTERNATIVE CURRENCIES.

     (a) The Company may from time to time request that Eurocurrency Rate Loans
be made in a currency other than those specifically listed in the definition of
Alternative Currency; provided that such requested currency is a lawful currency
(other than Dollars) that is readily available and freely transferable and
convertible into Dollars. Any such request shall be subject to the approval of
the Administrative Agent and the Lenders.

     (b) Any such request shall be made to the Administrative Agent not later
than 11:00 a.m., 20 Business Days prior to the date of the desired Credit
Extension (or such other time or date as may be agreed by the Administrative
Agent). In the case of any such request, the Administrative Agent shall promptly
notify each Lender thereof. Each Lender shall notify the Administrative Agent,
not later than 11:00 a.m., 10 Business Days after receipt of such request
whether it consents, in its sole discretion, to the making of Eurocurrency Rate
Loans in such requested currency.

     (c) Any failure by a Lender to respond to such request within the time
period specified in the preceding sentence shall be deemed to be a refusal by
such Lender to permit Eurocurrency Rate Loans to be made in such requested
currency. If the Administrative Agent and all the Lenders consent to making
Eurocurrency Rate Loans in such requested currency, the Administrative Agent
shall so notify the Company and such currency shall thereupon be deemed for all
purposes to be an Alternative Currency hereunder for purposes of any Committed
Borrowings of Eurocurrency Rate Loans. If the Administrative Agent shall fail to
obtain consent to any request for an additional currency under this Section
1.06, the Administrative Agent shall promptly so notify the Company.

     1.07 CHANGE OF CURRENCY. (a) Each obligation of the Borrowers to make a
payment denominated in the national currency unit of any member state of the
European Union that adopts the Euro as its lawful currency after the date hereof
shall be redenominated into Euro at the time of such adoption (in accordance
with the EMU Legislation). If, in relation to the


                                       28
<PAGE>
currency of any such member state, the basis of accrual of interest expressed in
this Agreement in respect of that currency shall be inconsistent with any
convention or practice in the London interbank market for the basis of accrual
of interest in respect of the Euro, such expressed basis shall be replaced by
such convention or practice with effect from the date on which such member state
adopts the Euro as its lawful currency; provided that if any Committed Borrowing
in the currency of such member state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Committed
Borrowing, at the end of the then current Interest Period.

     (b) Each provision of this Agreement shall be subject to such reasonable
changes of construction as the Administrative Agent may from time to time
specify to be appropriate to reflect the adoption of the Euro by any member
state of the European Union and any relevant market conventions or practices
relating to the Euro.

     (c) Each provision of this Agreement also shall be subject to such
reasonable changes of construction as the Administrative Agent may from time to
time specify to be appropriate to reflect a change in currency of any other
country and any relevant market conventions or practices relating to the change
in currency.

     1.08 TIMES OF DAY. Unless otherwise specified, all references herein to
times of day shall be references to Pacific time (daylight or standard, as
applicable).

     1.09 LETTER OF CREDIT AMOUNTS. Unless otherwise specified, all references
herein to the amount of a Letter of Credit at any time shall be deemed to mean
the maximum face amount of such Letter of Credit after giving effect to all
increases thereof contemplated by such Letter of Credit or the Issuer Documents
related thereto, whether or not such maximum face amount is in effect at such
time.

     1.10 ROUNDING. Any financial ratios required to be maintained by the
Company and its Subsidiaries pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result
to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding
up if there is no nearest number).

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

     2.01 COMMITTED LOANS. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "Committed Loan")
to the Borrowers in Dollars or in one or more Alternative Currencies from time
to time, on any Business Day during the Availability Period, in an aggregate
amount not to exceed at any time outstanding the amount of such Lender's
Commitment; provided, however, that after giving effect to any Committed
Borrowing, (i) the Total Outstandings shall not exceed the Aggregate
Commitments, (ii) the aggregate Outstanding Amount of the Committed Loans of any
Lender, plus such Lender's Applicable Percentage of the Outstanding Amount of
all L/C Obligations, plus such Lender's Applicable Percentage of the Outstanding
Amount of all Swing Line Loans shall not exceed such Lender's Commitment, (iii)
the aggregate Outstanding Amount of all Committed Loans made to


                                       29
<PAGE>
any Designated Borrower that is a Foreign Obligor shall not exceed the
Designated Borrower Sublimit, if any, applicable to such Foreign Obligor, and
(iv) the aggregate Outstanding Amount of all Committed Loans denominated in
Alternative Currencies shall not exceed the Alternative Currency Sublimit.
Within the limits of each Lender's Commitment, and subject to the other terms
and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay
under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be
Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

     2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

     (a) Each Committed Borrowing, each conversion of Committed Loans from one
Type to the other, and each continuation of Eurocurrency Rate Loans shall be
made upon the Company's irrevocable notice to the Administrative Agent, which
may be given by telephone. Each such notice must be received by the
Administrative Agent not later than 8:00 a.m. (i) three Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans denominated in Dollars or of any conversion of
Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans,
(ii) four Business Days (or five Business Days in the case of a Special Notice
Currency) prior to the requested date of any Borrowing or continuation of
Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the
requested date of any Borrowing of Base Rate Committed Loans. Each telephonic
notice by the Company pursuant to this Section 2.02(a) must be confirmed
promptly by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the
Company. Each Borrowing of, conversion to or continuation of Eurocurrency Rate
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and
2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof. Each Committed Loan Notice (whether telephonic or written)
shall specify (i) whether the Company is requesting a Committed Borrowing, a
conversion of Committed Loans from one Type to the other, or a continuation of
Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Committed Loans to be borrowed, converted or continued, (iv)
the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, (v) if applicable, the duration of the Interest Period with
respect thereto, (vi) the currency of the Committed Loans to be borrowed, and
(vii) if applicable, the Designated Borrower. If the Company fails to specify a
currency in a Committed Loan Notice requesting a Borrowing, then the Committed
Loans so requested shall be made in Dollars. If the Company fails to specify a
Type of Committed Loan in a Committed Loan Notice or if the Company fails to
give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made as, or converted to, Base Rate Loans;
provided, however, that in the case of a failure to timely request a
continuation of Committed Loans denominated in an Alternative Currency, such
Loans shall be continued as Eurocurrency Rate Loans in their original currency
with an Interest Period of one month. Any automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurocurrency Rate Loans. If the Company
requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month. No
Committed Loan may be


                                       30
<PAGE>
converted into or continued as a Committed Loan denominated in a different
currency, but instead must be prepaid in the original currency of such Committed
Loan and reborrowed in the other currency.

     (b) Following receipt of a Committed Loan Notice, the Administrative Agent
shall promptly notify each Lender of the amount (and currency) of its Applicable
Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the Company, the Administrative Agent
shall notify each Lender of the details of any automatic conversion to Base Rate
Loans or continuation of Committed Loans denominated in a currency other than
Dollars, in each case as described in the preceding subsection. In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in Same Day Funds at the Administrative
Agent's Office for the applicable currency not later than 10:00 a.m., in the
case of any Committed Loan denominated in Dollars, and not later than the
Applicable Time specified by the Administrative Agent in the case of any
Committed Loan in an Alternative Currency, in each case on the Business Day
specified in the applicable Committed Loan Notice. Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Company or the other applicable Borrower in
like funds as received by the Administrative Agent either by (i) crediting the
account of such Borrower on the books of Bank of America with the amount of such
funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Company; provided, however, that if, on the date the Committed Loan
Notice with respect to such Borrowing denominated in Dollars is given by the
Company, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be applied to the payment in full of any such L/C
Borrowings, and, second, shall be made available to the applicable Borrower as
provided above.

     (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan. During the existence of a Default, no Loans may be
requested as, converted to or continued as Eurocurrency Rate Loans (whether in
Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then
outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be
prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent
thereof, on the last day of the then current Interest Period with respect
thereto.

     (d) The Administrative Agent shall promptly notify the Company and the
Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. At any time that Base Rate
Loans are outstanding, the Administrative Agent shall notify the Company and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such change.

     (e) After giving effect to all Committed Borrowings, all conversions of
Committed Loans from one Type to the other, and all continuations of Committed
Loans as the same Type, there shall not be more than ten Interest Periods in
effect with respect to Committed Loans.


                                       31
<PAGE>
     2.03 LETTERS OF CREDIT.

     (a) The Letter of Credit Commitment.

          (i) Subject to the terms and conditions set forth herein, (A) the L/C
     Issuer agrees, in reliance upon the agreements of the Lenders set forth in
     this Section 2.03, (1) from time to time on any Business Day during the
     period from the Closing Date until the Letter of Credit Expiration Date, to
     issue Letters of Credit denominated in Dollars for the account of the
     Company or any Designated Borrower, and to amend or extend Letters of
     Credit previously issued by it, in accordance with subsection (b) below,
     and (2) to honor drawings under the Letters of Credit; and (B) the Lenders
     severally agree to participate in Letters of Credit issued for the account
     of the Company or any Designated Borrower and any drawings thereunder;
     provided that after giving effect to any L/C Credit Extension with respect
     to any Letter of Credit, (x) the Total Outstandings shall not exceed the
     Aggregate Commitments, (y) the aggregate Outstanding Amount of the
     Committed Loans of any Lender, plus such Lender's Applicable Percentage of
     the Outstanding Amount of all L/C Obligations, plus such Lender's
     Applicable Percentage of the Outstanding Amount of all Swing Line Loans
     shall not exceed such Lender's Commitment, and (z) the Outstanding Amount
     of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each
     request by the Company for the issuance or amendment of a Letter of Credit
     shall be deemed to be a representation by the Company that the L/C Credit
     Extension so requested complies with the conditions set forth in the
     proviso to the preceding sentence. Within the foregoing limits, and subject
     to the terms and conditions hereof, the Company's ability to obtain Letters
     of Credit shall be fully revolving, and accordingly the Company may, during
     the foregoing period, obtain Letters of Credit to replace Letters of Credit
     that have expired or that have been drawn upon and reimbursed. All Existing
     Letters of Credit shall be deemed to have been issued pursuant hereto, and
     from and after the Closing Date shall be subject to and governed by the
     terms and conditions hereof.

          (ii) The L/C Issuer shall not issue any Letter of Credit, if:

               (A) subject to Section 2.03(b)(iii), the expiry date of such
          requested Letter of Credit would occur more than twelve months after
          the date of issuance or last extension, unless such Letter of Credit
          is an Existing Letter of Credit or the Required Lenders have approved
          such expiry date;

               (B) the expiry date of such requested Letter of Credit would
          occur after the Letter of Credit Expiration Date, unless all the
          Lenders have approved such expiry date; or

               (C) such Letter of Credit is to be denominated in a currency
          other than Dollars.

          (iii) The L/C Issuer shall not be under any obligation to issue any
     Letter of Credit if:


                                       32
<PAGE>
               (A) any order, judgment or decree of any Governmental Authority
          or arbitrator shall by its terms purport to enjoin or restrain the L/C
          Issuer from issuing such Letter of Credit, or any Law applicable to
          the L/C Issuer or any request or directive (whether or not having the
          force of law) from any Governmental Authority with jurisdiction over
          the L/C Issuer shall prohibit, or request that the L/C Issuer refrain
          from, the issuance of letters of credit generally or such Letter of
          Credit in particular or shall impose upon the L/C Issuer with respect
          to such Letter of Credit any restriction, reserve or capital
          requirement (for which the L/C Issuer is not otherwise compensated
          hereunder) not in effect on the Closing Date, or shall impose upon the
          L/C Issuer any unreimbursed loss, cost or expense which was not
          applicable on the Closing Date and which the L/C Issuer in good faith
          deems material to it;

               (B) the issuance of such Letter of Credit would violate one or
          more policies of the L/C Issuer;

               (C) except as otherwise agreed by the Administrative Agent and
          the L/C Issuer, such Letter of Credit is in an initial face amount
          less than $100,000, in the case of a commercial Letter of Credit, or
          $500,000, in the case of a standby Letter of Credit;

               (D) such Letter of Credit contains any provisions for automatic
          reinstatement of the stated amount after any drawing thereunder; or

               (E) a default of any Lender's obligations to fund under Section
          2.03(c) exists or any Lender is at such time a Defaulting Lender
          hereunder, unless the L/C Issuer has entered into satisfactory
          arrangements with the Company or such Lender to eliminate the L/C
          Issuer's risk with respect to such Lender.

          (iv) The L/C Issuer shall not amend any Letter of Credit if the L/C
     Issuer would not be permitted at such time to issue such Letter of Credit
     in its amended form under the terms hereof.

          (v) The L/C Issuer shall be under no obligation to amend any Letter of
     Credit if (A) the L/C Issuer would have no obligation at such time to issue
     such Letter of Credit in its amended form under the terms hereof, or (B)
     the beneficiary of such Letter of Credit does not accept the proposed
     amendment to such Letter of Credit.

          (vi) The L/C Issuer shall act on behalf of the Lenders with respect to
     any Letters of Credit issued by it and the documents associated therewith,
     and the L/C Issuer shall have all of the benefits and immunities (A)
     provided to the Administrative Agent in Article IX with respect to any acts
     taken or omissions suffered by the L/C Issuer in connection with Letters of
     Credit issued by it or proposed to be issued by it and Issuer Documents
     pertaining to such Letters of Credit as fully as if the term
     "Administrative Agent" as used in Article IX included the L/C Issuer with
     respect to such acts or omissions, and (B) as additionally provided herein
     with respect to the L/C Issuer.


                                       33
<PAGE>
     (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Extension Letters of Credit.

          (i) Each Letter of Credit shall be issued or amended, as the case may
     be, upon the request of the Company delivered to the L/C Issuer (with a
     copy to the Administrative Agent) in the form of a Letter of Credit
     Application, appropriately completed and signed by a Responsible Officer of
     the Company. Such Letter of Credit Application must be received by the L/C
     Issuer and the Administrative Agent not later than 8:00 a.m. at least two
     Business Days prior to the proposed issuance date or date of amendment, as
     the case may be, or such later date and time as the Administrative Agent
     and the L/C Issuer may agree in a particular instance in their sole
     discretion. In the case of a request for an initial issuance of a Letter of
     Credit, such Letter of Credit Application shall specify in form and detail
     satisfactory to the L/C Issuer: (A) the proposed issuance date of the
     requested Letter of Credit (which shall be a Business Day); (B) the amount
     thereof; (C) the expiry date thereof; (D) the name and address of the
     beneficiary thereof; (E) the documents to be presented by such beneficiary
     in case of any drawing thereunder; (F) the full text of any certificate to
     be presented by such beneficiary in case of any drawing thereunder; and (G)
     such other matters as the L/C Issuer may require. In the case of a request
     for an amendment of any outstanding Letter of Credit, such Letter of Credit
     Application shall specify in form and detail satisfactory to the L/C Issuer
     (A) the Letter of Credit to be amended; (B) the proposed date of amendment
     thereof (which shall be a Business Day); (C) the nature of the proposed
     amendment; and (D) such other matters as the L/C Issuer may require.
     Additionally, the Company shall furnish to the L/C Issuer and the
     Administrative Agent such other documents and information pertaining to
     such requested Letter of Credit issuance or amendment, including any Issuer
     Documents, as the L/C Issuer or the Administrative Agent may require.

          (ii) Promptly after receipt of any Letter of Credit Application, the
     L/C Issuer will confirm with the Administrative Agent (by telephone or in
     writing) that the Administrative Agent has received a copy of such Letter
     of Credit Application from the Company and, if not, the L/C Issuer will
     provide the Administrative Agent with a copy thereof. Unless the L/C Issuer
     has received written notice from any Lender, the Administrative Agent or
     any Loan Party, at least one Business Day prior to the requested date of
     issuance or amendment of the applicable Letter of Credit, that one or more
     applicable conditions contained in Article IV shall not then be satisfied,
     then, subject to the terms and conditions hereof, the L/C Issuer shall, on
     the requested date, issue a Letter of Credit for the account of the Company
     (or the applicable Designated Borrower) or enter into the applicable
     amendment, as the case may be, in each case in accordance with the L/C
     Issuer's usual and customary business practices. Immediately upon the
     issuance of each Letter of Credit, each Lender shall be deemed to, and
     hereby irrevocably and unconditionally agrees to, purchase from the L/C
     Issuer a risk participation in such Letter of Credit in an amount equal to
     the product of such Lender's Applicable Percentage times the amount of such
     Letter of Credit.

          (iii) If the Company so requests in any applicable Letter of Credit
     Application, the L/C Issuer may, in its sole and absolute discretion, agree
     to issue a Letter of Credit that has automatic extension provisions (each,
     an "Auto-Extension Letter of Credit");


                                       34
<PAGE>
     provided that any such Auto-Extension Letter of Credit must permit the L/C
     Issuer to prevent any such extension at least once in each twelve-month
     period (commencing with the date of issuance of such Letter of Credit) by
     giving prior notice to the beneficiary thereof not later than a day (the
     "Non-Extension Notice Date") in each such twelve-month period to be agreed
     upon at the time such Letter of Credit is issued. Unless otherwise directed
     by the L/C Issuer, the Company shall not be required to make a specific
     request to the L/C Issuer for any such extension. Once an Auto-Extension
     Letter of Credit has been issued, the Lenders shall be deemed to have
     authorized (but may not require) the L/C Issuer to permit the extension of
     such Letter of Credit at any time to an expiry date not later than the
     Letter of Credit Expiration Date; provided, however, that the L/C Issuer
     shall not permit any such extension if (A) the L/C Issuer has determined
     that it would not be permitted, or would have no obligation, at such time
     to issue such Letter of Credit in its revised form (as extended) under the
     terms hereof (by reason of the provisions of clause (ii) or (iii) of
     Section 2.03(a) or otherwise), or (B) it has received notice (which may be
     by telephone or in writing) on or before the day that is five Business Days
     before the Non-Extension Notice Date (1) from the Administrative Agent that
     the Required Lenders have elected not to permit such extension or (2) from
     the Administrative Agent, any Lender or the Company that one or more of the
     applicable conditions specified in Section 4.02 is not then satisfied, and
     in each such case directing the L/C Issuer not to permit such extension.

          (iv) If the Company so requests in any applicable Letter of Credit
     Application, the L/C Issuer may, in its sole and absolute discretion, agree
     to issue a Letter of Credit that permits the automatic reinstatement of all
     or a portion of the stated amount thereof after any drawing thereunder
     (each, an "Auto-Reinstatement Letter of Credit"). Unless otherwise directed
     by the L/C Issuer, the Company shall not be required to make a specific
     request to the L/C Issuer to permit such reinstatement. Once an
     Auto-Reinstatement Letter of Credit has been issued, except as provided in
     the following sentence, the Lenders shall be deemed to have authorized (but
     may not require) the L/C Issuer to reinstate all or a portion of the stated
     amount thereof in accordance with the provisions of such Letter of Credit.
     Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit
     permits the L/C Issuer to decline to reinstate all or any portion of the
     stated amount thereof after a drawing thereunder by giving notice of such
     non-reinstatement within a specified number of days after such drawing (the
     "Non-Reinstatement Deadline"), the L/C Issuer shall not permit such
     reinstatement if it has received a notice (which may be by telephone or in
     writing) on or before the day that is five Business Days before the
     Non-Reinstatement Deadline (A) from the Administrative Agent that the
     Required Lenders have elected not to permit such reinstatement or (B) from
     the Administrative Agent, any Lender or the Company that one or more of the
     applicable conditions specified in Section 4.02 is not then satisfied
     (treating such reinstatement as an L/C Credit Extension for purposes of
     this clause) and, in each case, directing the L/C Issuer not to permit such
     reinstatement.

          (v) Promptly after its delivery of any Letter of Credit or any
     amendment to a Letter of Credit to an advising bank with respect thereto or
     to the beneficiary thereof, the L/C Issuer will also deliver to the Company
     and the Administrative Agent a true and complete copy of such Letter of
     Credit or amendment.


                                       35
<PAGE>
     (c) Drawings and Reimbursements; Funding of Participations.

          (i) Upon receipt from the beneficiary of any Letter of Credit of any
     notice of a drawing under such Letter of Credit, the L/C Issuer shall
     notify the Company and the Administrative Agent thereof. Not later than
     8:00 a.m. on the date of any payment by the L/C Issuer under a Letter of
     Credit (each such date, an "Honor Date"), the Company shall reimburse the
     L/C Issuer through the Administrative Agent in an amount equal to the
     amount of such drawing and in Dollars. If the Company fails to so reimburse
     the L/C Issuer by such time, the Administrative Agent shall promptly notify
     each Lender of the Honor Date, the amount of the unreimbursed drawing (the
     "Unreimbursed Amount"), and the amount of such Lender's Applicable
     Percentage thereof. In such event, the Company shall be deemed to have
     requested a Committed Borrowing of Base Rate Loans to be disbursed on the
     Honor Date in an amount equal to the Unreimbursed Amount, without regard to
     the minimum and multiples specified in Section 2.02 for the principal
     amount of Base Rate Loans, but subject to the amount of the unutilized
     portion of the Aggregate Commitments and the conditions set forth in
     Section 4.02 (other than the delivery of a Committed Loan Notice). Any
     notice given by the L/C Issuer or the Administrative Agent pursuant to this
     Section 2.03(c)(i) may be given by telephone if immediately confirmed in
     writing; provided that the lack of such an immediate confirmation shall not
     affect the conclusiveness or binding effect of such notice.

          (ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i)
     make funds available to the Administrative Agent for the account of the L/C
     Issuer, in Dollars, at the Administrative Agent's Office for
     Dollar-denominated payments in an amount equal to its Applicable Percentage
     of the Unreimbursed Amount not later than 10:00 a.m. on the Business Day
     specified in such notice by the Administrative Agent, whereupon, subject to
     the provisions of Section 2.03(c)(iii), each Lender that so makes funds
     available shall be deemed to have made a Base Rate Committed Loan to the
     Company in such amount. The Administrative Agent shall remit the funds so
     received to the L/C Issuer.

          (iii) With respect to any Unreimbursed Amount that is not fully
     refinanced by a Committed Borrowing of Base Rate Loans because the
     conditions set forth in Section 4.02 cannot be satisfied or for any other
     reason, the Company shall be deemed to have incurred from the L/C Issuer an
     L/C Borrowing in the amount of the Unreimbursed Amount that is not so
     refinanced, which L/C Borrowing shall be due and payable on demand
     (together with interest) and shall bear interest at the Default Rate. In
     such event, each Lender's payment to the Administrative Agent for the
     account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
     payment in respect of its participation in such L/C Borrowing and shall
     constitute an L/C Advance from such Lender in satisfaction of its
     participation obligation under this Section 2.03.

          (iv) Until each Lender funds its Committed Loan or L/C Advance
     pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount
     drawn under any Letter of Credit, interest in respect of such Lender's
     Applicable Percentage of such amount shall be solely for the account of the
     L/C Issuer.


                                       36
<PAGE>
          (v) Each Lender's obligation to make Committed Loans or L/C Advances
     to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as
     contemplated by this Section 2.03(c), shall be absolute and unconditional
     and shall not be affected by any circumstance, including (A) any setoff,
     counterclaim, recoupment, defense or other right which such Lender may have
     against the L/C Issuer, the Company, any Subsidiary or any other Person for
     any reason whatsoever; (B) the occurrence or continuance of a Default, or
     (C) any other occurrence, event or condition, whether or not similar to any
     of the foregoing; provided, however, that each Lender's obligation to make
     Committed Loans pursuant to this Section 2.03(c) is subject to the
     conditions set forth in Section 4.02 (other than delivery by the Company of
     a Committed Loan Notice). No such making of an L/C Advance shall relieve or
     otherwise impair the obligation of the Company to reimburse the L/C Issuer
     for the amount of any payment made by the L/C Issuer under any Letter of
     Credit, together with interest as provided herein.

          (vi) If any Lender fails to make available to the Administrative Agent
     for the account of the L/C Issuer any amount required to be paid by such
     Lender pursuant to the foregoing provisions of this Section 2.03(c) by the
     time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to
     recover from such Lender (acting through the Administrative Agent), on
     demand, such amount with interest thereon for the period from the date such
     payment is required to the date on which such payment is immediately
     available to the L/C Issuer at a rate per annum equal to the Federal Funds
     Rate from time to time in effect. A certificate of the L/C Issuer submitted
     to any Lender (through the Administrative Agent) with respect to any
     amounts owing under this clause (vi) shall be conclusive absent manifest
     error.

     (d) Repayment of Participations.

          (i) At any time after the L/C Issuer has made a payment under any
     Letter of Credit and has received from any Lender such Lender's L/C Advance
     in respect of such payment in accordance with Section 2.03(c), if the
     Administrative Agent receives for the account of the L/C Issuer any payment
     in respect of the related Unreimbursed Amount or interest thereon (whether
     directly from the Company or otherwise, including proceeds of Cash
     Collateral applied thereto by the Administrative Agent), the Administrative
     Agent will promptly distribute to such Lender its Applicable Percentage
     thereof (appropriately adjusted, in the case of interest payments, to
     reflect the period of time during which such Lender's L/C Advance was
     outstanding) in Dollars and in the same funds as those received by the
     Administrative Agent.

          (ii) If any payment received by the Administrative Agent for the
     account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
     returned under any of the circumstances described in Section 10.05
     (including pursuant to any settlement entered into by the L/C Issuer in its
     discretion), each Lender shall pay to the Administrative Agent for the
     account of the L/C Issuer its Applicable Percentage thereof on demand of
     the Administrative Agent, plus interest thereon from the date of such
     demand to the date such amount is returned by such Lender, at a rate per
     annum equal to the Federal Funds Rate from time to time in effect. The
     obligations of the Lenders under this clause shall survive the payment in
     full of the Obligations and the termination of this Agreement.


                                       37
<PAGE>
     (e) Obligations Absolute. The obligation of the Company to reimburse the
L/C Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

          (i) any lack of validity or enforceability of such Letter of Credit,
     this Agreement, or any other Loan Document;

          (ii) the existence of any claim, counterclaim, setoff, defense or
     other right that the Company or any Subsidiary may have at any time against
     any beneficiary or any transferee of such Letter of Credit (or any Person
     for whom any such beneficiary or any such transferee may be acting), the
     L/C Issuer or any other Person, whether in connection with this Agreement,
     the transactions contemplated hereby or by such Letter of Credit or any
     agreement or instrument relating thereto, or any unrelated transaction;

          (iii) any draft, demand, certificate or other document presented under
     such 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; or any loss or delay in the transmission or
     otherwise of any document required in order to make a drawing under such
     Letter of Credit;

          (iv) any payment by the L/C Issuer under such Letter of Credit against
     presentation of a draft or certificate that does not strictly comply with
     the terms of such Letter of Credit; or any payment made by the L/C Issuer
     under such Letter of Credit to any Person purporting to be a trustee in
     bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
     liquidator, receiver or other representative of or successor to any
     beneficiary or any transferee of such Letter of Credit, including any
     arising in connection with any proceeding under any Debtor Relief Law; or

          (v) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing, including any other circumstance that
     might otherwise constitute a defense available to, or a discharge of, the
     Company or any Subsidiary.

     The Company shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Company's instructions or other irregularity, the Company
will immediately notify the L/C Issuer. The Company shall be conclusively deemed
to have waived any such claim against the L/C Issuer and its correspondents
unless such notice is given as aforesaid.

     (f) Role of L/C Issuer. Each Lender and the Company agree that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable to any
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Lenders or the Required Lenders,


                                       38
<PAGE>
as applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter
of Credit or Issuer Document. The Company hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to,
and shall not, preclude the Company's pursuing such rights and remedies as it
may have against the beneficiary or transferee at law or under any other
agreement. None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the
L/C Issuer shall be liable or responsible for any of the matters described in
clauses (i) through (v) of Section 2.03(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Company may have a claim
against the L/C Issuer, and the L/C Issuer may be liable to the Company, to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Company which the Company proves were caused
by the L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's
willful failure to pay under any Letter of Credit after the presentation to it
by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

     (g) Cash Collateral. Upon the request of the Administrative Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter
of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of
the Letter of Credit Expiration Date, any L/C Obligation for any reason remains
outstanding, the Company shall, in each case, immediately Cash Collateralize the
then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set
forth certain additional requirements to deliver Cash Collateral hereunder. For
purposes of this Section 2.03, Section 2.05 and Section 8.02(c), "Cash
Collateralize" means to pledge and deposit with or deliver to the Administrative
Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the
L/C Obligations, cash or deposit account balances pursuant to documentation in
form and substance satisfactory to the Administrative Agent and the L/C Issuer
(which documents are hereby consented to by the Lenders). Derivatives of such
term have corresponding meanings. The Company hereby grants to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a
security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America.

     (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the
L/C Issuer and the Company when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP
shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform
Customs and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each
commercial Letter of Credit.


                                       39
<PAGE>
     (i) Letter of Credit Fees. The Company shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable
Percentage, a Letter of Credit fee (the "Letter of Credit Fee") for each Letter
of Credit equal to the Applicable Rate times the actual daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit). Letter of Credit Fees
shall be (i) computed on a quarterly basis in arrears and (ii) due and payable
on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. If there is any change in the Applicable Rate during any quarter, the
daily maximum amount of each Letter of Credit shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

     (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Company shall pay directly to the L/C Issuer for its own account a
fronting fee (i) with respect to each commercial Letter of Credit, at the rate
specified in the Fee Letter, computed on the amount of such Letter of Credit,
and payable upon the issuance thereof, (ii) with respect to any amendment of a
commercial Letter of Credit increasing the amount of such Letter of Credit, at a
rate separately agreed between the Company and the L/C Issuer, computed on the
amount of such increase, and payable upon the effectiveness of such amendment,
and (iii) with respect to each standby Letter of Credit, at the rate per annum
specified in the Fee Letter, computed on the actual daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit) and on a quarterly basis
in arrears, and due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit
Expiration Date and thereafter on demand. In addition, the Company shall pay
directly to the L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.

     (k) Conflict with Issuer Documents. In the event of any conflict between
the terms hereof and the terms of any Issuer Document, the terms hereof shall
control.

     (l) Letters of Credit Issued for Designated Borrowers. Notwithstanding that
a Letter of Credit issued or outstanding hereunder is in support of any
obligations of, or is for the account of, a Designated Borrower, each of the
Company and such Designated Borrower, jointly and severally, shall be obligated
to reimburse the L/C Issuer hereunder for any and all drawings under such Letter
of Credit. The Company hereby acknowledges that the issuance of Letters of
Credit for the account of Designated Borrowers inures to the benefit of the
Company, and that the Company's business derives substantial benefits from the
businesses of such Designated Borrowers.


                                       40
<PAGE>
     2.04 SWING LINE LOANS.

     (a) The Swing Line. Subject to the terms and conditions set forth herein,
the Swing Line Lender agrees, in reliance upon the agreements of the other
Lenders set forth in this Section 2.04, to make loans in Dollars (each such
loan, a "Swing Line Loan") to the Company from time to time on any Business Day
during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that
such Swing Line Loans, when aggregated with the Applicable Percentage of the
Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting
as Swing Line Lender, may exceed the amount of such Lender's Commitment;
provided, however, that after giving effect to any Swing Line Loan, (i) the
Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the
aggregate Outstanding Amount of the Committed Loans of any Lender, plus such
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations,
plus such Lender's Applicable Percentage of the Outstanding Amount of all Swing
Line Loans shall not exceed such Lender's Commitment, and provided, further,
that (i) the Company shall not use the proceeds of any Swing Line Loan to
refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Company may borrow under
this Section 2.04, prepay under Section 2.05, and reborrow under this Section
2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a
risk participation in such Swing Line Loan in an amount equal to the product of
such Lender's Applicable Percentage times the amount of such Swing Line Loan.

     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Company's irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the
Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the
requested borrowing date, and shall specify (i) the amount to be borrowed, which
shall be a minimum of $1,000,000, and (ii) the requested borrowing date, which
shall be a Business Day. Each such telephonic notice must be confirmed promptly
by delivery to the Swing Line Lender and the Administrative Agent of a written
Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Company. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has also received such Swing Line Loan Notice and, if not, the Swing Line Lender
will notify the Administrative Agent (by telephone or in writing) of the
contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any
Lender) prior to 11:00 a.m. on the date of the proposed Swing Line Borrowing (A)
directing the Swing Line Lender not to make such Swing Line Loan as a result of
the limitations set forth in the proviso to the first sentence of Section
2.04(a), or (B) that one or more of the applicable conditions specified in
Article IV is not then satisfied, then, subject to the terms and conditions
hereof, the Swing Line Lender will, not later than 12:00 noon on the borrowing
date specified in such Swing Line Loan Notice, make the amount of its Swing Line
Loan available to the Company at its office by crediting the account of the
Company on the books of the Swing Line Lender in immediately available funds.


                                       41
<PAGE>
     (c) Refinancing of Swing Line Loans.

          (i) The Swing Line Lender at any time in its sole and absolute
     discretion may request, on behalf of the Company (which hereby irrevocably
     authorizes the Swing Line Lender to so request on its behalf), that each
     Lender make a Base Rate Committed Loan in an amount equal to such Lender's
     Applicable Percentage of the amount of Swing Line Loans then outstanding.
     Such request shall be made in writing (which written request shall be
     deemed to be a Committed Loan Notice for purposes hereof) and in accordance
     with the requirements of Section 2.02, without regard to the minimum and
     multiples specified therein for the principal amount of Base Rate Loans,
     but subject to the unutilized portion of the Aggregate Commitments and the
     conditions set forth in Section 4.02. The Swing Line Lender shall furnish
     the Company with a copy of the applicable Committed Loan Notice promptly
     after delivering such notice to the Administrative Agent. Each Lender shall
     make an amount equal to its Applicable Percentage of the amount specified
     in such Committed Loan Notice available to the Administrative Agent in
     immediately available funds for the account of the Swing Line Lender at the
     Administrative Agent's Office for Dollar-denominated payments not later
     than 10:00 a.m. on the day specified in such Committed Loan Notice,
     whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds
     available shall be deemed to have made a Base Rate Committed Loan to the
     Company in such amount. The Administrative Agent shall remit the funds so
     received to the Swing Line Lender.

          (ii) If for any reason any Swing Line Loan cannot be refinanced by
     such a Committed Borrowing in accordance with Section 2.04(c)(i), the
     request for Base Rate Committed Loans submitted by the Swing Line Lender as
     set forth herein shall be deemed to be a request by the Swing Line Lender
     that each of the Lenders fund its risk participation in the relevant Swing
     Line Loan and each Lender's payment to the Administrative Agent for the
     account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be
     deemed payment in respect of such participation.

          (iii) If any Lender fails to make available to the Administrative
     Agent for the account of the Swing Line Lender any amount required to be
     paid by such Lender pursuant to the foregoing provisions of this Section
     2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender
     shall be entitled to recover from such Lender (acting through the
     Administrative Agent), on demand, such amount with interest thereon for the
     period from the date such payment is required to the date on which such
     payment is immediately available to the Swing Line Lender at a rate per
     annum equal to the Federal Funds Rate from time to time in effect. A
     certificate of the Swing Line Lender submitted to any Lender (through the
     Administrative Agent) with respect to any amounts owing under this clause
     (iii) shall be conclusive absent manifest error.

          (iv) Each Lender's obligation to make Committed Loans or to purchase
     and fund risk participations in Swing Line Loans pursuant to this Section
     2.04(c) shall be absolute and unconditional and shall not be affected by
     any circumstance, including (A) any setoff, counterclaim, recoupment,
     defense or other right which such Lender may have against the Swing Line
     Lender, the Company or any other Person for any reason whatsoever, (B) the
     occurrence or continuance of a Default, or (C) any other occurrence,


                                       42
<PAGE>
     event or condition, whether or not similar to any of the foregoing;
     provided, however, that each Lender's obligation to make Committed Loans
     pursuant to this Section 2.04(c) is subject to the conditions set forth in
     Section 4.02. No such funding of risk participations shall relieve or
     otherwise impair the obligation of the Company to repay Swing Line Loans,
     together with interest as provided herein.

     (d) Repayment of Participations.

          (i) At any time after any Lender has purchased and funded a risk
     participation in a Swing Line Loan, if the Swing Line Lender receives any
     payment on account of such Swing Line Loan, the Swing Line Lender will
     promptly distribute to such Lender its Applicable Percentage of such
     payment (appropriately adjusted, in the case of interest payments, to
     reflect the period of time during which such Lender's risk participation
     was funded) in the same funds as those received by the Swing Line Lender.

          (ii) If any payment received by the Swing Line Lender in respect of
     principal or interest on any Swing Line Loan is required to be returned by
     the Swing Line Lender under any of the circumstances described in Section
     10.05 (including pursuant to any settlement entered into by the Swing Line
     Lender in its discretion), each Lender shall pay to the Swing Line Lender
     its Applicable Percentage thereof on demand of the Administrative Agent,
     plus interest thereon from the date of such demand to the date such amount
     is returned, at a rate per annum equal to the Federal Funds Rate. The
     Administrative Agent will make such demand upon the request of the Swing
     Line Lender. The obligations of the Lenders under this clause shall survive
     the payment in full of the Obligations and the termination of this
     Agreement.

     (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Company for interest on the Swing Line Loans.
Until each Lender funds its Base Rate Committed Loan or risk participation
pursuant to this Section 2.04 to refinance such Lender's Applicable Percentage
of any Swing Line Loan, interest in respect of such Applicable Percentage shall
be solely for the account of the Swing Line Lender.

     (f) Payments Directly to Swing Line Lender. The Company shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

     2.05 PREPAYMENTS. (a) Each Borrower may, upon notice from the Company to
the Administrative Agent, at any time or from time to time voluntarily prepay
Committed Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Administrative Agent not later than 8:00
a.m. (A) three Business Days prior to any date of prepayment of Eurocurrency
Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case
of prepayment of Loans denominated in Special Notice Currencies) prior to any
date of prepayment of Eurocurrency Rate Loans denominated in Alternative
Currencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii)
any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a
principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in
Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof; and (iv) any prepayment of Base
Rate


                                       43
<PAGE>
Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and
amount of such prepayment and the Type(s) of Committed Loans to be prepaid and,
if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans.
The Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of the amount of such Lender's Applicable Percentage of such
prepayment. If such notice is given by the Company, the applicable Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein. Any prepayment of a
Eurocurrency Rate Loan shall be accompanied by all accrued interest on the
amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Each such prepayment shall be applied to the Committed Loans of
the Lenders in accordance with their respective Applicable Percentages.

     (b) The Company may, upon notice to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that
(i) such notice must be received by the Swing Line Lender and the Administrative
Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such
prepayment shall be in a minimum principal amount of $1,000,000. Each such
notice shall specify the date and amount of such prepayment. If such notice is
given by the Company, the Company shall make such prepayment and the payment
amount specified in such notice shall be due and payable on the date specified
therein.

     (c) If the Administrative Agent notifies the Company at any time that the
Total Outstandings at such time exceed an amount equal to 102% of the Aggregate
Commitments then in effect, then, within two Business Days after receipt of such
notice, the Borrowers shall prepay Loans and/or the Company shall Cash
Collateralize the L/C Obligations in an aggregate amount sufficient to reduce
such Outstanding Amount as of such date of payment to an amount not to exceed
100% of the Aggregate Commitments then in effect; provided, however, that the
Company shall not be required to Cash Collateralize the L/C Obligations pursuant
to this Section 2.05(c) unless after the prepayment in full of the Loans the
Total Outstandings exceed the Aggregate Commitments then in effect. The
Administrative Agent may, at any time and from time to time after the initial
deposit of such Cash Collateral, request that additional Cash Collateral be
provided in order to protect against the results of further exchange rate
fluctuations.

     (d) If the Administrative Agent notifies the Company at any time that the
Outstanding Amount of all Loans denominated in Alternative Currencies at such
time exceeds an amount equal to 102% of the Alternative Currency Sublimit then
in effect, then, within four Business Days after receipt of such notice, the
Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such
Outstanding Amount as of such date of payment to an amount not to exceed 100% of
the Alternative Currency Sublimit then in effect.

     2.06 TERMINATION OR REDUCTION OF COMMITMENTS. The Company may, upon notice
to the Administrative Agent, terminate the Aggregate Commitments, or from time
to time permanently reduce the Aggregate Commitments; provided that (i) any such
notice shall be received by the Administrative Agent not later than 8:00 a.m.
five Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $5,000,000 or any whole
multiple of $1,000,000 in excess thereof, (iii) the Company shall not


                                       44
<PAGE>
terminate or reduce the Aggregate Commitments if, after giving effect thereto
and to any concurrent prepayments hereunder, the Total Outstandings would exceed
the Aggregate Commitments, and (iv) if, after giving effect to any reduction of
the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of
Credit Sublimit, any Designated Borrower Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Commitments, such Sublimit shall be
automatically reduced by the amount of such excess. The Administrative Agent
will promptly notify the Lenders of any such notice of termination or reduction
of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall
be applied to the Commitment of each Lender according to its Applicable
Percentage. All fees accrued until the effective date of any termination of the
Aggregate Commitments shall be paid on the effective date of such termination.

     2.07 REPAYMENT OF LOANS. (a) Each Borrower shall repay to the Lenders on
the Maturity Date the aggregate principal amount of Committed Loans made to such
Borrower outstanding on such date.

     (b) The Company shall repay each Swing Line Loan on the earlier to occur of
(i) the date ten days after such Loan is made and (ii) the Maturity Date.

     2.08 INTEREST. (a) Subject to the provisions of subsection (b) below, (i)
each Eurocurrency Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the
case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending
Office in the United Kingdom or a Participating Member State) the Mandatory
Cost; (ii) each Base Rate Committed Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate; and (iii) each Swing Line Loan shall bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a
rate per annum equal to the Base Rate.

     (b) (i) If any amount of principal of any Loan is not paid when due
     (without regard to any applicable grace periods), whether at stated
     maturity, by acceleration or otherwise, such amount shall thereafter bear
     interest at a fluctuating interest rate per annum at all times equal to the
     Default Rate to the fullest extent permitted by applicable Laws.

          (ii) If any amount (other than principal of any Loan) payable by the
     Borrower under any Loan Document is not paid when due (without regard to
     any applicable grace periods), whether at stated maturity, by acceleration
     or otherwise, then upon the request of the Required Lenders, such amount
     shall thereafter bear interest at a fluctuating interest rate per annum at
     all times equal to the Default Rate to the fullest extent permitted by
     applicable Laws.

          (iii) Upon the request of the Required Lenders, while any Event of
     Default exists, the Borrowers shall pay interest on the principal amount of
     all outstanding Obligations hereunder at a fluctuating interest rate per
     annum at all times equal to the Default Rate to the fullest extent
     permitted by applicable Laws.


                                       45
<PAGE>
          (iv) Accrued and unpaid interest on past due amounts (including
     interest on past due interest) shall be due and payable upon demand.

     (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

     (d) For the purposes of the Interest Act (Canada), to the extent it may be
applicable, (i) whenever a rate of interest or fee rate hereunder is calculated
on the basis of a year (the "deemed year") that contains fewer days than the
actual number of days in the calendar year of calculation, such rate of interest
or fee rate shall be expressed as a yearly rate by multiplying such rate of
interest or fee rate by the actual number of days in the calendar year of
calculation and dividing it by the number of days in the deemed year, (ii) the
principle of deemed reinvestment of interest shall not apply to any interest
calculation hereunder and (iii) the rates of interest stipulated herein are
intended to be nominal rates and not effective rates or yields.

     2.09 FEES. In addition to certain fees described in subsections (i) and (j)
of Section 2.03:

     (a) Facility Fee. The Company shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, a facility
fee in Dollars equal to the Applicable Rate times the actual daily amount of the
Aggregate Commitments (or, if the Aggregate Commitments have terminated, on the
Outstanding Amount of all Committed Loans, Swing Line Loans and L/C
Obligations), regardless of usage. The facility fee shall accrue at all times
during the Availability Period (and thereafter so long as any Committed Loans,
Swing Line Loans or L/C Obligations remain outstanding), including at any time
during which one or more of the conditions in Article IV is not met, and shall
be due and payable quarterly in arrears on the last Business Day of each March,
June, September and December, commencing with the first such date to occur after
the Closing Date, and on the Maturity Date (and, if applicable, thereafter on
demand). The facility fee shall be calculated quarterly in arrears, and if there
is any change in the Applicable Rate during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in effect.

     (b) Utilization Fee. The Company shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage, a
utilization fee in Dollars equal to the Applicable Rate times the Total
Outstandings on each day that the Total Outstandings exceed 33% of the actual
daily amount of the Aggregate Commitments then in effect (or, if terminated, in
effect immediately prior to such termination). The utilization fee shall be due
and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. The utilization fee shall be calculated
quarterly in arrears. The utilization fee shall accrue at all times, including
at any time during which one or more of the conditions in Article IV is not met.


                                       46
<PAGE>
     (c) Other Fees. (i) The Company shall pay to Banc of America Securities LLC
and the Administrative Agent for their own respective accounts, in Dollars, fees
in the amounts and at the times specified in the Fee Letter. Such fees shall be
fully earned when paid and shall not be refundable for any reason whatsoever.

     (ii) The Company shall pay to the Lenders, in Dollars, such fees as shall
have been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.

     2.10 COMPUTATION OF INTEREST AND FEES. All computations of interest for
Base Rate Loans when the Base Rate is determined by Bank of America's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed (which results in
more fees or interest, as applicable, being paid than if computed on the basis
of a 365-day year), or, in the case of interest in respect of Committed Loans
denominated in Alternative Currencies as to which market practice differs from
the foregoing, in accordance with such market practice. Interest shall accrue on
each Loan for the day on which the Loan is made, and shall not accrue on a Loan,
or any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made shall,
subject to Section 2.12(a), bear interest for one day. Each determination by the
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.

     2.11 EVIDENCE OF DEBT. (a) The Credit Extensions made by each Lender shall
be evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business. The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrowers and the interest and payments thereon. Any failure
to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrowers hereunder to pay any amount owing with
respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error. Upon the
request of any Lender to a Borrower made through the Administrative Agent, such
Borrower shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender's Loans to such Borrower in
addition to such accounts or records. Each Lender may attach schedules to a Note
and endorse thereon the date, Type (if applicable), amount, currency and
maturity of its Loans and payments with respect thereto.

     (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the Administrative Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Letters of Credit and Swing Line Loans. In the event
of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.


                                       47
<PAGE>
     2.12 PAYMENTS GENERALLY; ADMINISTRATIVE AGENT'S CLAWBACK. (a) General. All
payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff. Except as
otherwise expressly provided herein and except with respect to principal of and
interest on Loans denominated in an Alternative Currency, all payments by the
Borrowers hereunder shall be made to the Administrative Agent, for the account
of the respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in Dollars and in Same Day Funds not later than
11:00 a.m. on the date specified herein. Except as otherwise expressly provided
herein, all payments by the Borrowers hereunder with respect to principal and
interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such
payment is owed, at the applicable Administrative Agent's Office in such
Alternative Currency and in Same Day Funds not later than the Applicable Time
specified by the Administrative Agent on the dates specified herein. Without
limiting the generality of the foregoing, the Administrative Agent may require
that any payments due under this Agreement be made in the United States. If, for
any reason, any Borrower is prohibited by any Law from making any required
payment hereunder in an Alternative Currency, such Borrower shall make such
payment in Dollars in the Dollar Equivalent of the Alternative Currency payment
amount. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent (i) after 11:00 a.m.,
in the case of payments in Dollars, or (ii) after the Applicable Time specified
by the Administrative Agent in the case of payments in an Alternative Currency,
shall in each case be deemed received on the next succeeding Business Day and
any applicable interest or fee shall continue to accrue. If any payment to be
made by any Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

     (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the
     Administrative Agent shall have received notice from a Lender prior to the
     proposed date of any Committed Borrowing (or, in the case of any Base Rate
     Committed Loan requested on the same day that the applicable Committed Loan
     Notice is delivered, by 9:00 a.m. on the date of such Committed Loan
     Notice) that such Lender will not make available to the Administrative
     Agent such Lender's share of such Committed Borrowing, the Administrative
     Agent may assume that such Lender has made such share available on such
     date in accordance with Section 2.02 and may, in reliance upon such
     assumption, make available to the applicable Borrower a corresponding
     amount. In such event, if a Lender has not in fact made its share of the
     applicable Committed Borrowing available to the Administrative Agent, then
     the applicable Lender and the applicable Borrower severally agree to pay to
     the Administrative Agent forthwith on demand such corresponding amount in
     Same Day Funds with interest thereon, for each day from and including the
     date such amount is made available to such Borrower to but excluding the
     date of payment to the Administrative Agent, at (A) in the case of a
     payment to be made by such Lender, the Overnight Rate and (B) in the case
     of a payment to be made by such Borrower, the interest rate applicable to
     Base Rate Loans. If such Borrower and such Lender shall pay such interest
     to the Administrative Agent for the same or an overlapping period, the
     Administrative Agent shall promptly remit to such Borrower the amount of


                                       48
<PAGE>
     such interest paid by such Borrower for such period. If such Lender pays
     its share of the applicable Committed Borrowing to the Administrative
     Agent, then the amount so paid shall constitute such Lender's Committed
     Loan included in such Committed Borrowing. Any payment by such Borrower
     shall be without prejudice to any claim such Borrower may have against a
     Lender that shall have failed to make such payment to the Administrative
     Agent.

          (ii) Payments by Borrowers; Presumptions by Administrative Agent.
     Unless the Administrative Agent shall have received notice from a Borrower
     prior to the date on which any payment is due to the Administrative Agent
     for the account of the Lenders or the L/C Issuer hereunder that such
     Borrower will not make such payment, the Administrative Agent may assume
     that such Borrower has made such payment on such date in accordance
     herewith and may, in reliance upon such assumption, distribute to the
     Lenders or the L/C Issuer, as the case may be, the amount due. In such
     event, if such Borrower has not in fact made such payment, then each of the
     Lenders or the L/C Issuer, as the case may be, severally agrees to repay to
     the Administrative Agent forthwith on demand the amount so distributed to
     such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for
     each day from and including the date such amount is distributed to it to
     but excluding the date of payment to the Administrative Agent, at the
     Overnight Rate.

     A notice of the Administrative Agent to any Lender or Borrower with respect
     to any amount owing under this subsection (b) shall be conclusive, absent
     manifest error.

     (c) Failure to Satisfy Conditions Precedent. If any Lender makes available
to the Administrative Agent funds for any Loan to be made by such Lender to any
Borrower as provided in the foregoing provisions of this Article II, and such
funds are not made available to such Borrower by the Administrative Agent
because the conditions to the applicable Credit Extension set forth in Article
IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall promptly return such funds (in like funds as received
from such Lender) to such Lender, without interest.

     (d) Obligations of Lenders Several. The obligations of the Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit
and Swing Line Loans and to make payments pursuant to Section 10.04(c) are
several and not joint. The failure of any Lender to make any Committed Loan, to
fund any such participation or to make any payment under Section 10.04(c) on any
date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the
failure of any other Lender to so make its Committed Loan, to purchase its
participation or to make its payment under Section 10.04(c).

     (e) Funding Source. Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.


                                       49
<PAGE>
     2.13 SHARING OF PAYMENTS BY LENDERS. If any Lender shall, by exercising any
right of setoff or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of the Committed Loans made by it, or the
participations in L/C Obligations or in Swing Line Loans held by it resulting in
such Lender's receiving payment of a proportion of the aggregate amount of such
Committed Loans or participations and accrued interest thereon greater than its
pro rata share thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Committed Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:

          (i) if any such participations or subparticipations are purchased and
     all or any portion of the payment giving rise thereto is recovered, such
     participations or subparticipations shall be rescinded and the purchase
     price restored to the extent of such recovery, without interest; and

          (ii) the provisions of this Section shall not be construed to apply to
     (x) any payment made by a Borrower pursuant to and in accordance with the
     express terms of this Agreement or (y) any payment obtained by a Lender as
     consideration for the assignment of or sale of a participation in any of
     its Committed Loans or subparticipations in L/C Obligations or Swing Line
     Loans to any assignee or participant, other than to the Company or any
     Subsidiary thereof (as to which the provisions of this Section shall
     apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Loan Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.

     2.14 DESIGNATED BORROWERS. (a) Effective as of the date hereof Logistics
shall be a "Designated Borrower" hereunder and may receive Loans for its account
on the terms and conditions set forth in this Agreement.

     (b) The Company may at any time, upon not less than 15 Business Days'
notice from the Company to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), designate any
additional direct or indirect, wholly-owned Subsidiary of the Company acceptable
to the Administrative Agent, in its reasonable discretion, as a Designated
Borrower (an "Applicant Borrower") to receive Loans hereunder by delivering to
the Administrative Agent (which shall promptly deliver counterparts thereof to
each Lender) a duly executed notice and agreement in substantially the form of
Exhibit G (a "Designated Borrower Request and Assumption Agreement"). The
parties hereto acknowledge and agree that prior to any Applicant Borrower
becoming entitled to utilize the credit facilities provided for herein the
Administrative Agent and the Lenders shall have received such supporting
resolutions, incumbency certificates, opinions of counsel and other documents or


                                       50
<PAGE>
information, in form and content satisfactory to the Administrative Agent, as
may be required by the Administrative Agent or the Required Lenders in their
reasonable discretion, and Notes signed by such new Borrowers to the extent any
Lenders so require. If the Administrative Agent agrees that an Applicant
Borrower shall be entitled to receive Loans hereunder, then promptly following
receipt of all such requested resolutions, incumbency certificates, opinions of
counsel and other documents or information, the Administrative Agent shall send
a notice in substantially the form of Exhibit H (a "Designated Borrower Notice")
to the Company and the Lenders specifying the effective date upon which the
Applicant Borrower shall constitute a Designated Borrower for purposes hereof,
whereupon each of the Lenders agrees to permit such Designated Borrower to
receive Loans hereunder, on the terms and conditions set forth herein, and each
of the parties agrees that such Designated Borrower otherwise shall be a
Borrower for all purposes of this Agreement; provided (x) that no Committed Loan
Notice or Letter of Credit Application may be submitted by or on behalf of such
Designated Borrower until the date five Business Days after such effective date;
(y) if the Dollar Equivalent of Credit Extensions to be made available to an
Applicant Borrower that will be a Foreign Obligor are to exceed $10,000,000 in
the aggregate, or, when added to the Dollar Equivalent of Credit Extensions
extended or available to all Foreign Obligors, exceed $50,000,000 in the
aggregate, such Applicant shall, as a condition precedent to becoming a
Designated Borrower, cause, at its sole cost and expense, such local counsel
opinions to be delivered to the Administrative Agent in form and substance and
from counsel satisfactory to the Administrative Agent; and (z) if, at any time,
the Dollar Equivalent of the Credit Extensions to be made available to a
Designated Borrower that is a Foreign Obligor exceed $10,000,000 in the
aggregate or, when added to the Dollar Equivalent of Credit Extensions extended
or available to all Foreign Obligors, exceed $50,000,000, in the aggregate, then
such Designated Borrower shall, as a condition precedent to obtaining any Credit
Extension, cause, at its sole cost and expense, such local counsel opinions to
be delivered to the Administrative Agent in form and substance satisfactory to
the Administrative Agent (unless such opinions with respect to such Designated
Borrower have previously been delivered to the Administrative Agent pursuant to
and in accordance with this Agreement). Each Subsidiary that is or becomes a
Designated Borrower pursuant to this Section 2.14 shall at all times remain a
direct or indirect, wholly-owned Subsidiary of the Company for so long as such
Person is a Designated Borrower.

     (c) The Obligations of all Designated Borrowers shall be several in nature
with respect to the repayment of principal and interest, letter of credit
fronting fees, and reimbursement and other similar obligations with respect to
only the Borrowings made by, and Letters of Credit issued on behalf of, such
Designated Borrower, provided, that (i) the foregoing shall not limit the
unconditional and irrevocable obligation of the Company with respect thereto
pursuant to the Guaranty, and (ii) all of the Borrowers shall be responsible,
jointly and severally, for facility fees, indemnification obligations,
reimbursement of costs and other similar obligations hereunder.

     (d) Each Subsidiary of the Company that is or becomes a Designated Borrower
pursuant to this Section 2.14 hereby irrevocably appoints the Company as its
agent for all purposes relevant to this Agreement and each of the other Loan
Documents, including (i) the giving and receipt of notices, (ii) the execution
and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii) the receipt of the proceeds of any Loans
made by the Lenders, to any such Designated Borrower hereunder. Any


                                       51
<PAGE>
acknowledgment, consent, direction, certification or other action which might
otherwise be valid or effective only if given or taken by all Borrowers, or by
each Borrower acting singly, shall be valid and effective if given or taken only
by the Company, whether or not any such other Borrower joins therein. Any
notice, demand, consent, acknowledgement, direction, certification or other
communication delivered to the Company in accordance with the terms of this
Agreement shall be deemed to have been delivered to each Designated Borrower.

     (e) The Company may from time to time, upon not less than 10 Business Days'
notice from the Company to the Administrative Agent (or such shorter period as
may be agreed by the Administrative Agent in its sole discretion), terminate a
Designated Borrower's status as such, provided that there are no outstanding
Loans payable by such Designated Borrower, or other amounts payable by such
Designated Borrower on account of any Loans made to it, as of the effective date
of such termination. The Administrative Agent will promptly notify the Lenders
of any such termination of a Designated Borrower's status.

     2.15 OPTIONAL INCREASE IN COMMITMENTS.

     (a) Proposal of Increase. Provided there exists no Default, upon notice to
the Administrative Agent (which shall promptly notify the Lenders), the Company
may from time to time, propose an increase in the Aggregate Commitments by an
amount (for all such requests) not exceeding $50,000,000; provided that (i)
there shall have been no prior reduction of the Aggregate Commitments, (ii) any
such proposal of an increase shall be in a minimum amount of $5,000,000, (iii)
the Company may make a maximum of two such proposals, and (iv) the Borrowers
shall inform existing Lenders of such proposed increase and existing Lenders may
offer to commit to such increased amount; provided further, however, that
neither the Administrative Agent nor the Borrowers shall be required to accept
any such offer from any existing Lender; and provided, further, that the
Borrowers may also allow any other Person or Persons that constitute Eligible
Assignees to offer to commit to such increased amount. At the time of sending
such notice, the Company (in consultation with the Administrative Agent) shall
specify the time period within which each existing Lender and each other Person
is requested to respond (which shall in no event be less than ten Business Days
from the date of delivery of such notice to the Lenders).

     (b) Lender Offers to Increase. Each Lender shall notify the Administrative
Agent within such time period whether or not it offers to increase its
Commitment and, if so, whether by an amount equal to, greater than, or less than
its Applicable Percentage of such requested increase. Any Lender not responding
within such time period shall be deemed to have declined to offer to increase
its Commitment.

     (c) Notification by Administrative Agent. The Administrative Agent shall
notify the Company of the Lenders' responses to each request made hereunder.

     (d) Effective Date and Allocations. If the Aggregate Commitments are
increased in accordance with this Section, the Administrative Agent and the
Company shall determine the effective date (the "Increase Effective Date") and
the final allocation of such increase (which allocation may or may not include
any of the existing Lenders that have offered to increase their


                                       52
<PAGE>
Commitments). The Administrative Agent shall promptly notify the Company and the
Lenders of the final allocation of such increase and the Increase Effective
Date.

     (e) Conditions to Effectiveness of Increase. As a condition precedent to
such increase,

          (i) the Company shall deliver to the Administrative Agent a
     certificate of each Loan Party dated as of the Increase Effective Date (in
     sufficient copies for each Lender) signed by a Responsible Officer of such
     Loan Party (A) certifying and attaching the resolutions adopted by such
     Loan Party approving or consenting to such increase, and (B) in the case of
     the Company, certifying that, before and after giving effect to such
     increase, (1) the representations and warranties contained in Article V and
     the other Loan Documents are true and correct on and as of the Increase
     Effective Date, except to the extent that such representations and
     warranties specifically refer to an earlier date, in which case they are
     true and correct as of such earlier date, and except that for purposes of
     this Section 2.15, the representations and warranties contained in
     subsections (a) and (b) of Section 5.05 shall be deemed to refer to the
     most recent statements furnished pursuant to clauses (a) and (b),
     respectively, of Section 6.01, and (2) no Default exists; and

          (ii) and each Person (other than an existing Lender) that will (in
     accordance with the allocation described in clause (d) above) commit to any
     of such increase shall deliver to the Administrative Agent a joinder
     agreement in form and substance satisfactory to the Administrative Agent
     and its counsel, whereby such Person shall agree to be bound by this Credit
     Agreement as a Lender.

The Borrowers shall prepay any Committed Loans outstanding on the Increase
Effective Date (and pay any additional amounts required pursuant to Section
3.05) to the extent necessary to keep the outstanding Committed Loans ratable
with any revised Applicable Percentages arising from any nonratable increase in
the Commitments under this Section.

     (f) Conflicting Provisions. This Section shall supersede any provisions in
Sections 2.13 or 10.01 to the contrary.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

     3.01 TAXES.

     (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of the respective Borrowers hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if the applicable
Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable shall
be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had


                                       53
<PAGE>
no such deductions been made, (ii) such Borrower shall make such deductions and
(iii) such Borrower shall timely pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

     (b) Payment of Other Taxes by the Borrowers. Without limiting the
provisions of subsection (a) above, each Borrower shall timely pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable law.

     (c) Indemnification by the Borrowers. Each Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to a Borrower by a Lender or
the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

     (d) Evidence of Payments. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority,
such Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
a Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Company (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Company or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of withholding. In
addition, any Lender, if requested by the Company or the Administrative Agent,
shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Company or the Administrative Agent as will enable
the Company or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Nothing
in this subsection shall require any Lender to make available its tax returns
(or any other information related to its taxes that it deems to be confidential)
except as required by any applicable Law or Governmental Authority.

     Without limiting the generality of the foregoing, in the event that a
Borrower is resident for tax purposes in the United States, any Foreign Lender
shall deliver to Company and the Administrative Agent (in such number of copies
as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and


                                       54
<PAGE>
from time to time thereafter upon the request of the Company or the
Administrative Agent, but only if such Foreign Lender is legally entitled to do
so), whichever of the following is applicable:

          (i) duly completed copies of Internal Revenue Service Form W-8BEN
     claiming eligibility for benefits of an income tax treaty to which the
     United States is a party,

          (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

          (iii) in the case of a Foreign Lender claiming the benefits of the
     exemption for portfolio interest under section 881(c) of the Code, (x) a
     certificate to the effect that such Foreign Lender is not (A) a "bank"
     within the meaning of section 881(c)(3)(A) of the Code, (B) a "10 percent
     shareholder" of the applicable Borrower within the meaning of section
     881(c)(3)(B) of the Code, or (C) a "controlled foreign corporation"
     described in section 881(c)(3)(C) of the Code and (y) duly completed copies
     of Internal Revenue Service Form W-8BEN, or

          (iv) any other form prescribed by applicable law as a basis for
     claiming exemption from or a reduction in United States Federal withholding
     tax duly completed together with such supplementary documentation as may be
     prescribed by applicable law to permit the Company to determine the
     withholding or deduction required to be made.

Without limiting the obligations of the Lenders set forth above regarding
delivery of certain forms and documents to establish each Lender's status for
U.S. withholding tax purposes, each Lender agrees promptly to deliver to the
Administrative Agent or the Company, as the Administrative Agent or the Company
shall reasonably request, on or prior to the Closing Date, and in a timely
fashion thereafter, such other documents and forms required by any relevant
taxing authorities under the Laws of any other jurisdiction, duly executed and
completed by such Lender, as are required under such Laws to confirm, if
applicable, such Lender's entitlement to any available exemption from, or
reduction of, applicable withholding taxes in respect of all payments to be made
to such Lender outside of the U.S. by the Borrowers pursuant to this Agreement
or otherwise to establish such Lender's status for withholding tax purposes in
such other jurisdiction. Each Lender shall promptly (i) notify the
Administrative Agent of any change in circumstances which would modify or render
invalid any such claimed exemption or reduction, and (ii) take such steps as
shall not be materially disadvantageous to it, in the reasonable judgment of
such Lender, and as may be reasonably necessary (including the re-designation of
its Lending Office) to avoid any requirement of applicable Laws of any such
jurisdiction that any Borrower make any deduction or withholding for taxes from
amounts payable to such Lender. Additionally, each of the Borrowers shall
promptly deliver to the Administrative Agent or any Lender, as the
Administrative Agent or such Lender shall reasonably request, on or prior to the
Closing Date, and in a timely fashion thereafter, such documents and forms
required by any relevant taxing authorities under the Laws of any jurisdiction,
duly executed and completed by such Borrower, as are required to be furnished by
such Lender or the Administrative Agent under such Laws in connection with any
payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or
otherwise in connection with the Loan Documents, with respect to such
jurisdiction.


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<PAGE>
     (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender
or the L/C Issuer determines, in its sole discretion, that it has received a
refund of any Taxes or Other Taxes as to which it has been indemnified by any
Borrower or with respect to which any Borrower has paid additional amounts
pursuant to this Section, it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts
paid, by such Borrower under this Section with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that each Borrower, upon the
request of the Administrative Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to such Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority. This subsection shall not be construed to
require the Administrative Agent, any Lender or the L/C Issuer to make available
its tax returns (or any other information relating to its taxes that it deems
confidential) to any Borrower or any other Person.

     3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurocurrency Rate Loans (whether denominated in Dollars or an Alternative
Currency), or to determine or charge interest rates based upon the Eurocurrency
Rate, or any Governmental Authority has imposed material restrictions on the
authority of such Lender to purchase or sell, or to take deposits of, Dollars or
any Alternative Currency in the applicable interbank market, then, on notice
thereof by such Lender to the Company through the Administrative Agent, any
obligation of such Lender to make or continue Eurocurrency Rate Loans in the
affected currency or currencies or, in the case of Eurocurrency Rate Loans in
Dollars, to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall
be suspended until such Lender notifies the Administrative Agent and the Company
that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Borrowers shall, upon demand from such Lender (with
a copy to the Administrative Agent), prepay or, if applicable and such Loans are
denominated in Dollars, convert all such Eurocurrency Rate Loans of such Lender
to Base Rate Loans, either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to
such day, or immediately, if such Lender may not lawfully continue to maintain
such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the
Borrowers shall also pay accrued interest on the amount so prepaid or converted.

     3.03 INABILITY TO DETERMINE RATES. If the Required Lenders determine that
for any reason in connection with any request for a Eurocurrency Rate Loan or a
conversion to or continuation thereof that (a) deposits (whether in Dollars or
an Alternative Currency) are not being offered to banks in the applicable
offshore interbank market for such currency for the applicable amount and
Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable
means do not exist for determining the Eurocurrency Rate for any requested
Interest Period with


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<PAGE>
respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or
an Alternative Currency), or (c) the Eurocurrency Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan does not
adequately and fairly reflect the cost to such Lenders of funding such
Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the
Company and each Lender. Thereafter, the obligation of the Lenders to make or
maintain Eurocurrency Rate Loans in the affected currency or currencies shall be
suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Company may
revoke any pending request for a Borrowing of, conversion to or continuation of
Eurocurrency Rate Loans in the affected currency or currencies or, failing that,
will be deemed to have converted such request into a request for a Committed
Borrowing of Base Rate Loans in the amount specified therein.

     3.04 INCREASED COSTS; RESERVES ON EUROCURRENCY RATE LOANS.

     (a) Increased Costs Generally. If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit,
     compulsory loan, insurance charge or similar requirement against assets of,
     deposits with or for the account of, or credit extended or participated in
     by, any Lender (except (A) any reserve requirement contemplated by Section
     3.04(e) and (B) the requirements of the Bank of England and the Financial
     Services Authority or the European Central Bank reflected in the Mandatory
     Cost, other than as set forth below) or the L/C Issuer;

          (ii) subject any Lender or the L/C Issuer to any tax of any kind
     whatsoever with respect to this Agreement, any Letter of Credit, any
     participation in a Letter of Credit or any Eurodollar Loan made by it, or
     change the basis of taxation of payments to such Lender or the L/C Issuer
     in respect thereof (except for Indemnified Taxes or Other Taxes covered by
     Section 3.01 and the imposition of, or any change in the rate of, any
     Excluded Tax payable by such Lender or the L/C Issuer);

          (iii) cause the Mandatory Cost, as calculated hereunder, not to
     represent the cost to any Lender of complying with the requirements of the
     Bank of England and/or the Financial Services Authority or the European
     Central Bank in relation to its making, funding or maintaining Eurocurrency
     Rate Loans; or

          (iv) impose on any Lender or the L/C Issuer or the London interbank
     market any other condition, cost or expense affecting this Agreement or
     Eurodollar Loans made by such Lender or any Letter of Credit or
     participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the
L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or
of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Company will
pay (or cause the applicable Designated Borrower to pay) to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.


                                       57
<PAGE>
     (b) Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender's or the L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Company will pay (or cause the applicable Designated Borrower to pay) to such
Lender or the L/C Issuer, as the case may be, such additional amount or amounts
as will compensate such Lender or the L/C Issuer or such Lender's or the L/C
Issuer's holding company for any such reduction suffered.

     (c) Certificates for Reimbursement. A certificate (which shall include
calculations in reasonable detail) of a Lender or the L/C Issuer setting forth
the amount or amounts necessary to compensate such Lender or the L/C Issuer or
its holding company, as the case may be, as specified in subsection (a) or (b)
of this Section and delivered to the Company shall be conclusive absent manifest
error. The Company shall pay (or cause the applicable Designated Borrower to
pay) such Lender or the L/C Issuer, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.

     (d) Delay in Requests. Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided that no Borrower shall be required to
compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more than
nine months prior to the date that such Lender or the L/C Issuer, as the case
may be, notifies the Company of the Change in Law giving rise to such increased
costs or reductions and of such Lender's or the L/C Issuer's intention to claim
compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect
thereof).

     (e) Reserves on Eurocurrency Rate Loans. The Company shall pay (or cause
the applicable Designated Borrower to pay) to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as "Eurocurrency liabilities"), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan equal to the actual costs of
such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive), which shall be
due and payable on each date on which interest is payable on such Loan, provided
the Company shall have received at least 10 days' prior notice (with a copy to
the Administrative Agent) of such additional interest from such Lender. If a
Lender fails to give notice 10 days prior to the relevant Interest Payment Date,
such additional interest shall be due and payable 10 days from receipt of such
notice.


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<PAGE>
     3.05 COMPENSATION FOR LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Company shall promptly compensate
(or cause the applicable Designated Borrower to compensate) such Lender for and
hold such Lender harmless from any loss, cost or expense incurred by it as a
result of:

     (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

     (b) any failure by any Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the Company
or the applicable Designated Borrower;

     (c) any failure by any Borrower to make payment of any Loan (or interest
due thereon) denominated in an Alternative Currency on its scheduled due date or
any payment thereof in a different currency; or

     (d) any assignment of a Eurocurrency Rate Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Company
pursuant to Section 10.13;

including any foreign exchange losses and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan, from
fees payable to terminate the deposits from which such funds were obtained or
from the performance of any foreign exchange contract, but excluding any loss of
anticipated profits. The Company shall also pay (or cause the applicable
Designated Borrower to pay) any customary administrative fees charged by such
Lender in connection with the foregoing.

     For purposes of calculating amounts payable by the Company (or the
applicable Designated Borrower) to the Lenders under this Section 3.05, each
Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at
the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in
the offshore interbank market for such currency for a comparable amount and for
a comparable period, whether or not such Eurocurrency Rate Loan was in fact so
funded.


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<PAGE>
     3.06 MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

     (a) Designation of a Different Lending Office. If any Lender requests
compensation under Section 3.04, or any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice pursuant
to Section 3.02, as applicable, and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Company hereby agrees to pay (or to cause
the applicable Designated Borrower to pay) all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

     (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, the Company may replace such Lender in accordance with Section
10.13.

     3.07 SURVIVAL. All of the Borrowers' obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                                   ARTICLE IV.
                      CONDITIONS PRECEDENT TO AMENDMENT AND
                        RESTATEMENT AND CREDIT EXTENSIONS

     4.01 CONDITIONS OF AMENDMENT AND RESTATEMENT. The effectiveness of this
Agreement as an amendment and restatement of the Existing Credit Agreement is
subject to satisfaction of the following conditions precedent:

     (a) The Administrative Agent's receipt of the following, each of which
shall be originals or telecopies (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance satisfactory to the Administrative Agent and each of the
Lenders:

          (i) executed counterparts of this Agreement and the Guaranty,
     sufficient in number for distribution to the Administrative Agent, each
     Lender and the Company;

          (ii) Notes executed by the Borrowers in favor of each Lender
     requesting Notes;

          (iii) such certificates of resolutions or other action, incumbency
     certificates and/or other certificates of Responsible Officers of each Loan
     Party as the Administrative Agent may require evidencing the identity,
     authority and capacity of each Responsible


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<PAGE>
     Officer thereof authorized to act as a Responsible Officer in connection
     with this Agreement and the other Loan Documents to which such Loan Party
     is a party;

          (iv) such documents and certifications as the Administrative Agent may
     reasonably require to evidence that each Loan Party is duly organized or
     formed, and that each of the Company and Logistics is validly existing, in
     good standing and qualified to engage in business in each jurisdiction
     where its ownership, lease or operation of properties or the conduct of its
     business requires such qualification, except to the extent that failure to
     do so could not reasonably be expected to have a Material Adverse Effect;

          (v) favorable opinions of Gibson, Dunn & Crutcher LLP, counsel to the
     Loan Parties, and of the General Counsel of the Company, each addressed to
     the Administrative Agent and each Lender, in substantially the forms of
     Exhibits I-1 and I-2, respectively;

          (vi) a certificate of a Responsible Officer of each Loan Party either
     (A) attaching copies of all consents, licenses and approvals required in
     connection with the execution, delivery and performance by such Loan Party
     and the validity against such Loan Party of the Loan Documents to which it
     is a party, and such consents, licenses and approvals shall be in full
     force and effect, or (B) stating that no such consents, licenses or
     approvals are so required;

          (vii) a certificate signed by a Responsible Officer of the Company
     certifying (A) that the conditions specified in Sections 4.02(a) and (b)
     have been satisfied, (B) that there has been no event or circumstance since
     the date of the Audited Financial Statements that has had or could be
     reasonably expected to have, either individually or in the aggregate, a
     Material Adverse Effect; and (C) the current Debt Ratings;

          (viii) a certificate signed by a Responsible Officer of the Company,
     certifying that all insurance required to be maintained pursuant to the
     Loan Documents has been obtained and is in effect; and

          (ix) such other assurances, certificates, documents, consents or
     opinions as the Administrative Agent or the Required Lenders reasonably may
     require.

     (b) Any fees required to be paid on or before the Closing Date shall have
been paid.

     (c) All accrued interest and all accrued fees under or with respect to the
Existing Credit Agreement shall have been paid (including, without limitation,
all accrued interest and fees with respect to any Loans or Letters of Credit
(each, as defined in the Existing Credit Agreement), whether or not such Loans
and Letters of Credit are continued as Loans or Letters of Credit hereunder).

     (d) The Company shall have paid all reasonable fees and disbursements of
Helms Mulliss & Wicker, PLLC, as counsel to the Administrative Agent, and of
special and local counsel to the Lenders retained by the Administrative Agent
with respect to any Foreign Obligors, in each case to the extent invoiced prior
to or on the Closing Date (provided that the


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<PAGE>
Company shall remain liable for any additional reasonable fees and expenses of
such counsel to the Administrative Agent in accordance with Section 10.04).

     (e) The Closing Date shall have occurred on or before October 13, 2005.

     Without limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter required thereunder to be consented to or approved by or acceptable
or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

     4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender to
honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Eurocurrency Rate Loans) is subject to the following conditions
precedent:

     (a) The representations and warranties of (i) the Borrowers contained in
Article V and (ii) each Loan Party contained in each other Loan Document or in
any document furnished at any time under or in connection herewith or therewith
(including any Designated Borrower Request and Assumption Agreement), shall be
true and correct on and as of the date of such Credit Extension, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date, and
except that for purposes of this Section 4.02, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01.

     (b) No Default shall exist, or would result from such proposed Credit
Extension or the application of the proceeds thereof.

     (c) The Administrative Agent and, if applicable, the L/C Issuer or the
Swing Line Lender shall have received a Request for Credit Extension in
accordance with the requirements hereof.

     (d) If the applicable Borrower is a Designated Borrower, then the
conditions of Section 2.14 to the designation of such Borrower as a Designated
Borrower shall have been met to the satisfaction of the Administrative Agent.

     (e) In the case of a Credit Extension to be denominated in an Alternative
Currency, there shall not have occurred any change in national or international
financial, political or economic conditions or currency exchange rates or
exchange controls which in the reasonable opinion of the Administrative Agent or
the Required Lenders would make it impracticable for such Credit Extension to be
denominated in the relevant Alternative Currency.

     Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurocurrency Rate Loans) submitted by the Company shall be
deemed to be a representation and warranty that the


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<PAGE>
conditions specified in Sections 4.02(a) and (b) have been satisfied on and as
of the date of the applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

     Each Borrower represents and warrants to the Administrative Agent and the
Lenders that:

     5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each Loan
Party and each Subsidiary thereof (a) is duly organized or formed, validly
existing and (to the extent the concept of "good standing" exists under such
Laws) in good standing under the Laws of the jurisdiction of its incorporation
or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own its
assets and carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d) (or, with respect to any Subsidiary that is not a Loan Party, in each
case referred to in clause (a), (b), (c) or (d)), to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect.

     5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any
payment to be made under (i) any Contractual Obligation to which such Person is
a party or to which such Person or the properties of such Person or any of its
Subsidiaries is subject or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its
property is subject; or (c) violate any Law. Each Loan Party and each Subsidiary
thereof is in compliance with all Contractual Obligations referred to in clause
(b)(i), except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect.

     5.03 GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document.

     5.04 BINDING EFFECT. This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto. This Agreement constitutes, and each other
Loan Document when so delivered will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is party
thereto in accordance with its terms.


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<PAGE>
     5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

     (a) The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; (ii) fairly present the financial condition
of the Company and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Company and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness.
From the date of the Audited Financial Statements through the Closing Date, the
Company and its consolidated Subsidiaries have not incurred any additional
material indebtedness or other liabilities, direct or contingent, including
liabilities for taxes, material commitments and Indebtedness, except for such
indebtedness and liabilities reflected on Schedule 7.03 and other indebtedness
and liabilities incurred in the ordinary course of business.

     (b) The unaudited consolidated and consolidating balance sheet of the
Company and its Subsidiaries dated April 2, 2005, and the related consolidated
and consolidating statements of income or operations for the fiscal quarter
ended on that date (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein, and (ii) fairly present the financial condition of the Company
and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby, subject, in the case of clauses (i) and (ii), to
normal year-end audit adjustments.

     (c) Since the date of the Audited Financial Statements, there has been no
event or circumstance, either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse Effect.

     (d) The consolidated forecasted balance sheet and statements of income and
cash flows of the Company and its Subsidiaries delivered pursuant to Section
6.01(c) were prepared in good faith on the basis of the assumptions stated
therein, which assumptions were fair in light of the conditions existing at the
time of delivery of such forecasts, and represented, at the time of delivery,
the Company's best estimate of its future financial performance.

     (e) Schedule 7.03 sets forth all Indebtedness owed by any Borrower to any
Subsidiary as of the Closing Date (other than Indebtedness owed by the Borrower
to Avnet Receivables Corporation in connection with the Existing Securitization
Facility).

     5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Company after due and diligent
investigation, threatened, at law, in equity, in arbitration or before any
Governmental Authority, by or against the Company or any of its Subsidiaries or
against any of their properties or revenues that (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions
contemplated hereby, or (b) either individually or in the aggregate, is
reasonably likely to be determined adversely and, if so determined, could
reasonably be expected to have a Material Adverse Effect.

     5.07 NO DEFAULT. No Default has occurred and is continuing or would result
from the consummation of the transactions contemplated by this Agreement or any
other Loan Document.


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<PAGE>
     5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Company and each Subsidiary
has good record and marketable title in fee simple to, or valid leasehold
interests in, all real property necessary or used in the ordinary conduct of its
business, except for such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Company and its Subsidiaries is subject to no Liens, other than
Liens permitted by Section 7.01.

     5.09 ENVIRONMENTAL COMPLIANCE. The Company and its Subsidiaries conduct in
the ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof the Company has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     5.10 INSURANCE. The Company and its Subsidiaries maintain, with financially
sound and responsible insurance companies or through self-insurance, insurance
on all their respective properties in at least such amounts and against such
risks (and with such risk retention) as are usually insured against in the same
general area by companies of established repute engaged in the same or a similar
business.

     5.11 TAXES. The Company and its Subsidiaries have filed all Federal, state
and other material tax returns and reports required to be filed, and have paid
all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against the Company or any Subsidiary that would, if made, have a
Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is
party to any tax sharing agreement.

     5.12 ERISA COMPLIANCE.

     (a) Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is
intended to qualify under Section 401(a) of the Code has received a favorable
determination letter from the IRS or an application for such a letter is
currently being processed by the IRS with respect thereto and, to the best
knowledge of the Company, nothing has occurred which would cause the loss of
such qualification that could reasonably be expected to have a Material Adverse
Effect. The Company and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

     (b) There are no pending or, to the best knowledge of the Company,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse Effect.


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<PAGE>
     (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) to the best knowledge of the Responsible Officers of the Loan Parties, no
Pension Plan has any Unfunded Pension Liability other than Unfunded Pension
Liabilities in an aggregate amount not greater than $50,000,000 for all Pension
Plans; (iii) as of the December 31st that falls within the most recent fiscal
year for which audited financial statements have been prepared for the Company
and its Subsidiaries, no Pension Plan had any Unfunded Pension Liability other
than Unfunded Liabilities in an aggregate amount not greater than $50,000,000
for all Pension Plans; (iv) neither the Company nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); (v) neither the Company nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (vi) neither the Company nor any ERISA Affiliate has
engaged in a transaction that could be subject to Sections 4069 or 4212(c) of
ERISA.

     5.13 SUBSIDIARIES; EQUITY INTERESTS. As of the Closing Date, the Company
has no Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries
have been validly issued, are fully paid and nonassessable and are owned by a
Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear
of all Liens. As of the Closing Date, the Company has no equity investments in
any other corporation or entity other than (a) those specifically disclosed in
Part (b) of Schedule 5.13 and (b) equity investments in any corporation or
entity where the aggregate amount invested in such Person by the Company is less
than $5,000,000. All of the outstanding Equity Interests in the Company have
been validly issued, and are fully paid and nonassessable.

     5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

     (a) No Borrower is engaged or will engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.

     (b) None of the Company, any Person Controlling the Company, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

     5.15 DISCLOSURE. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that,


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<PAGE>
with respect to projected financial information, the Company represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

     5.16 COMPLIANCE WITH LAWS. Each of the Company and each Subsidiary is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

     5.17 INTELLECTUAL PROPERTY; LICENSES, ETC. The Company and its Subsidiaries
own, or possess the right to use, all of the trademarks, service marks, trade
names, copyrights, patents, patent rights, franchises, licenses and other
intellectual property rights (collectively, "IP Rights") that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person. To the best knowledge of the Company, no
slogan or other advertising device, product, process, method, substance, part or
other material now employed, or now contemplated to be employed, by the Company
or any Subsidiary infringes upon any rights held by any other Person. No claim
or litigation regarding any of the foregoing is pending or, to the best
knowledge of the Company, threatened, which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

     5.18 SOLVENCY. Each Borrower and each Material Subsidiary of the Company
(other than Avnet Europe CVA so long as it is not a Designated Borrower) is
Solvent, both before and after giving effect to any Credit Extension and the
disbursements of the proceeds thereof on the date hereof.

                                   ARTICLE VI.
                              AFFIRMATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Company shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each
Subsidiary to:

     6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

     (a) as soon as available, but in any event within fifteen days after the
date on which consolidated financial statements for such year are required to be
delivered to the SEC under the Securities Exchange Act, a consolidated balance
sheet of the Company and its Subsidiaries as at the end of each fiscal year of
the Company, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, audited and accompanied
by a report and opinion of a Registered Public Accounting Firm of nationally
recognized standing reasonably acceptable to the Required


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<PAGE>
Lenders, which report and opinion shall be prepared in accordance with audit
standards of the Public Company Accounting Oversight Board and applicable
Securities Laws and shall not be subject to any "going concern" or like
qualification or exception or any qualification or exception as to the scope of
such audit or with respect to the absence of material misstatement;

     (b) as soon as available, but in any event within fifteen days after the
date on which consolidated financial statements for such period are required to
be delivered to the SEC under the Securities Exchange Act, a consolidated
balance sheet of the Company and its Subsidiaries as at the end of each fiscal
quarter of the Company (commencing with the fiscal quarter ended October 1,
2005), and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal quarter and for the portion
of the Company's fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, such statements to be certified by a Responsible
Officer of the Company as fairly presenting the financial condition and results
of operations of the Company and its Subsidiaries in accordance with GAAP,
subject only to normal year-end audit adjustments and the absence of footnotes;
and

     (c) as soon as available, but in any event on the date on which the
financial statements referred to in Sections 6.01(a) and (b) for such period are
required to be delivered to the Administrative Agent and the Lenders, a
consolidating balance sheet of the Company and its Subsidiaries, based on each
geographic region, as at the end of such period and the related consolidating
statements of income or operations, for such period, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, such statements to be certified by
a Responsible Officer of the Company to the effect that such statements are
fairly stated in all material respects when considered in relation to the
applicable consolidated financial statements of the Company and its
Subsidiaries.

As to any information contained in materials furnished pursuant to Section
6.02(d), the Company shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Company to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.

     6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

     (a) concurrently with the delivery of the financial statements referred to
in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default under
the financial covenants set forth herein or, if any such Default shall exist,
stating the nature and status of such event;

     (b) concurrently with the delivery of the financial statements referred to
in Sections 6.01(a) and (b) (commencing with the fiscal quarter ended October 1,
2005) (i) a duly completed Compliance Certificate signed by a Responsible
Officer of the Company, and (ii) if the aggregate outstanding principal of all
Indebtedness owed by the Company to the Subsidiaries (including all


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<PAGE>
Indebtedness owed by the Company to any Subsidiary) is greater than $25,000,000,
a schedule of all such Indebtedness, stating the outstanding principal amount of
Indebtedness owed by the Company to each Subsidiary (on a
Subsidiary-by-Subsidiary basis) and whether each such item of Indebtedness is
subordinated to the Obligations;

     (c) promptly after any request by the Administrative Agent or any Lender,
copies of any detailed audit reports or recommendations submitted to the board
of directors (or the audit committee of the board of directors) of the Company
by independent accountants in connection with any audit of the accounts or books
of the Company;

     (d) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the
stockholders of the Company, and copies of all annual, regular, periodic and
special reports and registration statements (other than registration statements
on Form S-8 or any successor form thereto) which the Company may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;

     (e) promptly after the furnishing thereof, copies of any correspondence,
notice, statement or report furnished to any holder of debt securities of any
Loan Party or any Subsidiary thereof with respect to any default or event of
default under any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to Section 6.01 or
any other clause of this Section 6.02;

     (f) promptly, and in any event within five Business Days after receipt
thereof by any Loan Party or any Subsidiary thereof, copies of each notice or
other correspondence received from the SEC (or comparable agency in any
applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other
operational results of any Loan Party or any Subsidiary thereof; and

     (g) promptly, such additional information regarding the business, financial
or corporate affairs of the Company or any Subsidiary, or compliance with the
terms of the Loan Documents, as the Administrative Agent or any Lender may from
time to time reasonably request.

     Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02 (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the
Company posts such documents, or provides a link thereto on the Company's
website on the Internet at the website address listed on Schedule 10.02; or (ii)
on which such documents are posted on the Company's behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Company shall deliver paper copies
of such documents to the Administrative Agent or any Lender that requests the
Company to deliver such paper copies until a written request to cease delivering
paper copies is given by the Administrative Agent or such Lender and (ii) the
Company shall notify the Administrative Agent and each Lender (by telecopier or
electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions


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<PAGE>
(i.e., soft copies) of such documents. Notwithstanding anything contained
herein, in every instance the Company shall be required to provide paper copies
of the Compliance Certificates required by Section 6.02(b) to the Administrative
Agent. Except for such Compliance Certificates, the Administrative Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Company with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.

The Borrowers hereby acknowledge that (a) the Administrative Agent and/or BAS,
as an Arranger will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Borrowers hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b) certain
of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrowers or their
securities) (each, a "Public Lender"). The Borrowers hereby agree that (w) all
Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that
the word "PUBLIC" shall appear prominently on the first page thereof; (x) by
marking Borrower Materials "PUBLIC", the Borrowers shall be deemed to have
authorized the Administrative Agent, the Arrangers, the L/C Issuer and the
Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrowers or their securities for
purposes of United States Federal and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 10.07); (y) all Borrower Materials marked
"PUBLIC" are permitted to be made available through a portion of the Platform
designated "Public Investor"; and (z) the Administrative Agent and BAS, as
Arranger, shall be entitled to treat any Borrower Materials that are not marked
"PUBLIC" as being suitable only for posting on a portion of the Platform not
designated "Public Investor". Notwithstanding the foregoing, no Borrower shall
be under any obligation to mark any Borrower Materials "PUBLIC."

     6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

     (a) of the occurrence of any Default;

     (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, a Contractual Obligation of the Company or any Subsidiary;
(ii) any dispute, litigation, investigation, proceeding or suspension between
the Company or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Company or any Subsidiary, including pursuant to any applicable
Environmental Laws, in each case that has resulted or could reasonably be
expected to result in a Material Adverse Effect;

     (c) of the occurrence of any ERISA Event;


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     (d) of any material change in accounting policies or financial reporting
practices by the Company or any Subsidiary; and

     (e) of any announcement by Moody's or S&P of any change or possible change
in a Debt Rating.

     Each notice pursuant to this Section shall be accompanied by a statement of
a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company has taken and proposes
to take with respect thereto. Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

     6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become due
and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Company or such Subsidiary; (b) all lawful
claims which, if unpaid, would by law become a Lien upon its property; and (c)
all Indebtedness, as and when due and payable, but subject to any subordination
provisions contained in any instrument or agreement evidencing such
Indebtedness, except, in the case of clauses (b) and (c), where the failure to
do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

     6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect its legal existence and (to the extent the concept of
"good standing" exists under such Laws) good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section
7.04; (b) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all of its
registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material
Adverse Effect.

     6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all of
its properties and equipment in good working order and condition, ordinary wear
and tear excepted; and (b) make all necessary repairs thereto and renewals and
replacements thereof, in each case except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

     6.07 MAINTENANCE OF INSURANCE. Maintain, with financially sound and
responsible insurance companies or through self-insurance, insurance on all
their respective properties in at least such amounts and against such risks (and
with such risk retention) as are usually insured against in the same general
area by companies of established repute engaged in the same or a similar
business; and furnish to the Lenders, upon request from the Administrative
Agent, information presented in reasonable detail as to the insurance so
carried.


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<PAGE>
     6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted; or (b)
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.

     6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and account, in
which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving the
assets and business of the Company or such Subsidiary, as the case may be; and
(b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Company or such Subsidiary, as the case may be.

     6.10 INSPECTION RIGHTS. Permit representatives of the Administrative Agent
and each Lender to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants, all at such reasonable times
during normal business hours and as often as may be reasonably desired, upon
reasonable advance notice to the Company; provided, however, that when an Event
of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Company at any time during normal business hours
and without advance notice.

     6.11 USE OF PROCEEDS. Use the proceeds of the Credit Extensions for general
corporate purposes not in contravention of any Law or of any Loan Document.

     6.12 APPROVALS AND AUTHORIZATIONS. Maintain all authorizations, consents,
approvals and licenses from, exemptions of, and filings and registrations with,
each Governmental Authority of the jurisdiction in which each Foreign Obligor is
organized and existing, and all approvals and consents of each other Person in
such jurisdiction, in each case that are required in connection with the Loan
Documents.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

     So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding, the Company shall not, nor shall it permit any
Subsidiary to, directly or indirectly:

     7.01 LIENS. Create, incur, assume or suffer to exist any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

     (a) Liens pursuant to any Loan Document;

     (b) Liens existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that (i) the property covered thereby
is not changed, (ii) the amount


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secured or benefited thereby is not increased, and (iii) any renewal or
extension of the obligations secured or benefited thereby is permitted by
Section 7.03(b);

     (c) Liens for taxes, assessments or other governmental charges not yet due
or which are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained
on the books of the applicable Person in accordance with GAAP;

     (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business;

     (e) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

     (f) deposits to secure the performance of bids, trade contracts and leases
(other than Indebtedness), statutory obligations, surety bonds (other than bonds
related to judgments or litigation), performance bonds and other obligations of
a like nature incurred in the ordinary course of business;

     (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount,
and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the
business of the applicable Person;

     (h) Liens securing judgments for the payment of money not constituting an
Event of Default under Section 8.01(h) or securing appeal or other surety bonds
related to such judgments;

     (i) Liens securing Indebtedness permitted under Section 7.03(d); provided
that (i) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness, (ii) the Indebtedness secured thereby
does not exceed the cost of the property being acquired on the date of
acquisition, and (iii) such Lien attached concurrently with, or within 180 days
after, the acquisition of the property encumbered thereby;

     (j) Liens on accounts receivable subject to Permitted Securitization
Facilities which Liens secure (or encumber such accounts receivable to provide
credit support for) such facilities;

     (k) Liens on inventory acquired in the ordinary course of business to
secure the purchase price of such inventory or to secure Indebtedness incurred
solely for the purpose of financing the acquisition of such inventory, provided
that the Indebtedness secured thereby does not exceed the cost of such
inventory;

     (l) any Lien arising out of the refinancing, extension, renewal or
refunding of any secured Indebtedness, provided that (i) prior to such
refinancing, extension, renewal or refunding, the collateral for such secured
Indebtedness (the "original Indebtedness") is permitted by this Section 7.01,
(ii) after giving effect to such refinancing, extension, renewal or refunding,
the property covered by such Lien is not changed from the property securing the
original


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<PAGE>
Indebtedness, (iii) the amount secured or benefited by such Lien is not
increased above the amount secured by such property under the original
Indebtedness, and (iv) any such refinancing, extension, renewal or refunding of
Indebtedness is permitted by Section 7.03;

     (m) Liens on cash collateral supporting the repayment of the Senior Notes
in accordance with the defeasance provisions of the Senior Notes Indenture or
pursuant to a binding agreement with the Trustee under the Senior Notes
Indenture;

     (n) Liens on cash collateral or government securities to secure Swap
Contracts, provided that the aggregate fair market value of such cash collateral
and government securities does not exceed $25,000,000 at any time;

     (o) Liens on assets of Foreign Subsidiaries (other than Foreign Obligors,
except to the extent that such Liens are limited to Liens on cash deposits to
secure cash pooling arrangements or other cash management transactions) to
secure Indebtedness of such Foreign Subsidiaries, provided that the aggregate
principal amount of Indebtedness secured by such Liens does not exceed
$25,000,000 at any time; and

     (p) Liens not otherwise permitted under clauses (a)-(o) of this Section
7.01, provided that the aggregate fair market value of all assets subject to
such Liens does not exceed 7.50% of Consolidated Tangible Net Worth at any time.

     7.02 INVESTMENTS. Make any Investments, except:

     (a) Investments held by the Company or such Subsidiary in the form of cash
equivalents;

     (b) advances to officers, directors and employees of the Company and
Subsidiaries in an aggregate amount not to exceed $2,500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

     (c) (i) Investments by the Company in any Designated Borrower, (ii)
Investments by any Subsidiary in the Company or in any Designated Borrower,
(iii) Investments by any Subsidiary (other than a Designated Borrower) in any
other Subsidiary (other than a Designated Borrower); and (iv) any other
Investment so long as (both before and after giving effect to such Investment)
either (A) the Consolidated Leverage Ratio is less than 3.75 to 1.00 or (B) the
sum of (1) the Company's Unencumbered Cash and Cash Equivalents plus (2) the
aggregate amounts available to the Company under Permitted Securitization
Facilities with regard to which the Company has the present ability to satisfy
all conditions precedent plus (3) so long as the Company has the present ability
to satisfy all conditions precedent set forth in Section 4.02, the amount, if
any, by which the Aggregate Commitments exceed the Total Outstandings, exceeds
$450,000,000;

     (d) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the grant of trade credit
in the ordinary course of business, and Investments received in satisfaction or
partial satisfaction thereof from financially troubled account debtors to the
extent reasonably necessary in order to prevent or limit loss;


                                       74
<PAGE>
     (e) Guarantees permitted by Section 7.03;

     (f) Swap Contracts permitted by Section 7.03(c);

     (g) Permitted Acquisitions; and

     (h) other Investments not exceeding $25,000,000 in the aggregate in any
fiscal year of the Company.

     7.03 INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness, except:

     (a) Indebtedness under the Loan Documents;

     (b) Indebtedness outstanding on the date hereof listed on Schedule 7.03 or,
in the case of each Existing Foreign Line of Credit, Indebtedness thereunder not
in excess of the applicable Existing Foreign Line of Credit Limit, together in
each case with any refinancings, refundings, renewals or extensions thereof;
provided that (i) the amount of such Indebtedness or, in the case of any
Existing Foreign Line of Credit, the Existing Foreign Line of Credit Limit, is
not increased at the time of such refinancing, refunding, renewal or extension
except, in the case of such Indebtedness, by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing, (ii) the weighted average life of
any such refinancing, refunding, renewing or extending Indebtedness, is greater
than the weighted average life of any Indebtedness being refinanced, refunded,
renewed or extended, (iii) the maturity date of any such refinancing, refunding,
renewing or extending Indebtedness is later than the maturity date of any
Indebtedness being refinanced, refunded, renewed or extended, (iv) the terms
relating to subordination (if any) of any such refinancing, refunding, renewing
or extending Indebtedness, and of any agreement entered into and of any
instrument issued in connection therewith, are no less favorable in any material
respect to the Loan Parties or the Lenders than the terms of any agreement or
instrument governing the Indebtedness being refinanced, refunded, renewed or
extended, and (v) the interest rate applicable to any such refinancing,
refunding, renewing or extending Indebtedness does not exceed the then
applicable market interest rate;

     (c) obligations (contingent or otherwise) of the Company or any Subsidiary
existing or arising under any Swap Contract, provided that (i) such obligations
are (or were) entered into by such Person in the ordinary course of business for
the purpose of directly mitigating risks associated with liabilities,
commitments, investments, assets, or property held or reasonably anticipated by
such Person, or changes in the value of securities issued by such Person, and
not for purposes of speculation or taking a "market view;" and (ii) such Swap
Contract does not contain any provision exonerating the non-defaulting party
from its obligation to make payments on outstanding transactions to the
defaulting party;

     (d) Indebtedness in respect of capital leases, Synthetic Lease Obligations
and purchase money obligations for fixed or capital assets within the
limitations set forth in Section 7.01(i);


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<PAGE>
     (e) unsecured Indebtedness of Foreign Subsidiaries (other than Designated
Borrowers); provided, that no Borrower is directly or indirectly liable for such
Indebtedness, whether through any Guarantee or otherwise;

     (f) secured Indebtedness of Foreign Subsidiaries in an aggregate principal
amount not to exceed $25,000,000 at any time outstanding;

     (g) Indebtedness under Permitted Securitization Facilities;

     (h) Indebtedness arising from Investments permitted by Section 7.02(c);
provided that (i) such Indebtedness is noted on the books and records of the
Company and its Subsidiaries, and (ii) in the case of any Indebtedness incurred
after the Closing Date and owed by any Borrower to any Subsidiary, such Debt is
subordinated (to the extent permitted by applicable Law, as determined in good
faith by the Company) to the Obligations on terms and conditions, and pursuant
to documentation, in form and a substance satisfactory to the Administrative
Agent in its reasonable discretion;

     (i) Indebtedness of a Person, or in respect of assets, acquired pursuant to
a Permitted Acquisition and existing at the time of such Acquisition; provided
that (I) such Indebtedness (x) shall not have been incurred in contemplation of
such Acquisition, (y) may not be extended, renewed or refunded except as
otherwise permitted by this Agreement, and (z) in the case of Indebtedness
secured by a Lien on the assets acquired pursuant to a Permitted Acquisition (or
on the assets of a Person that becomes a Subsidiary as a result of a Permitted
Acquisition), such Indebtedness, together with any other secured Indebtedness
permitted by this clause (i), shall not exceed $50,000,000 in the aggregate
outstanding at any time and (II) neither the Company nor any Subsidiary (other
than a Person acquired as part of such Permitted Acquisition) is directly or
indirectly liable for such Indebtedness, whether through any Guarantee or
otherwise, other than liability with respect to which recourse is limited to the
assets so acquired (or Investment in the Person so acquired);

     (j) unsecured Indebtedness of the Company; provided, that no Subsidiary of
the Company is directly or indirectly liable for such Indebtedness, whether
through any Guarantee or otherwise;

     (k) Indebtedness not otherwise permitted under clauses (a)-(j) of this
Section 7.03, provided that the aggregate outstanding amount of Indebtedness
permitted by this clause (k) shall not exceed $25,000,000 at any time; and

     (l) unsecured Indebtedness not otherwise permitted under clauses (a)-(k) of
this Section 7.03, provided that (i) no principal repayments on such
Indebtedness are due until after the Maturity Date and (ii) after giving effect
to any Indebtedness under this clause (l), the Consolidated Leverage Ratio is
less than 4.00 to 1.00, provided that if such Indebtedness is incurred
simultaneously with, and in connection with, an Acquisition, then for the
purpose of determining compliance with this clause (ii) at the time of
incurrence of such Indebtedness, the Consolidated Leverage Ratio shall be
determined on a pro forma basis (giving effect to such Indebtedness, and giving
effect to such Acquisition as if such Acquisition occurred on the first day of
the period of four fiscal quarters most recently ended).


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<PAGE>
     7.04 FUNDAMENTAL CHANGES. Merge, dissolve, liquidate, consolidate with or
into another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:

     (a) any Subsidiary may merge with (i) the Company, provided that the
Company shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when any Designated Borrower is merging with
another Subsidiary, a Designated Borrower shall be the continuing or surviving
Person;

     (b) any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Company or to another
Subsidiary; provided that if the transferor in such a transaction is a
Designated Borrower, then the transferee must either be the Company or a
Designated Borrower; and

     (c) any Subsidiary (other than a Loan Party or a Material Subsidiary) may
dissolve or be dissolved or may Dispose of all or substantially all of its
assets (upon voluntary liquidation or otherwise).

     7.05 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation to do so, except that, so long as no
Default shall have occurred and be continuing at the time of any action
described below or would result therefrom:

     (a) each Subsidiary may make Restricted Payments to the Company, the
Designated Borrowers and any other Person that owns an Equity Interest in such
Subsidiary, ratably according to their respective holdings of the type of Equity
Interest in respect of which such Restricted Payment is being made;

     (b) the Company and each Subsidiary may declare and make dividend payments
or other distributions payable solely in the common stock or other common Equity
Interests of such Person;

     (c) the Company and each Subsidiary may purchase, redeem or otherwise
acquire Equity Interests with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests;

     (d) the Company may purchase, redeem or otherwise acquire for cash Equity
Interests issued by it, provided that the aggregate consideration paid for all
such purchase, redemption and acquisition after the Closing Date (other than in
respect of shares purchased for the purpose of satisfying the Company's
obligations under employee or director stock purchase, stock grant and stock
option plans) shall not exceed $15,000,000; and

     (e) the Company may declare and pay cash dividends and purchase, redeem or
otherwise acquire for cash Equity Interests issued by it, provided that the
Consolidated Leverage Ratio is less than or equal to 3.50 to 1.00 (both before
and after giving effect to such payment, purchase redemption or acquisition).


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<PAGE>
     7.06 PAYMENTS OF CERTAIN INDEBTEDNESS. The Company will not, and will not
permit any Subsidiary to, make or agree to pay or make, directly or indirectly,
any payment or other distribution (whether in cash securities or other property)
of or in respect of principal of or interest on any Indebtedness, or any payment
or other distribution (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Indebtedness,
except:

     (a) payment of Indebtedness created under the Loan Documents;

     (b) payment of regularly scheduled principal and interest payments as and
when due in respect of any Indebtedness permitted by Section 7.03; provided,
that the applicable terms thereof shall not be amended to increase such payments
without the consent of the Required Lenders;

     (c) so long as no Event of Default has occurred and is continuing or will
exist immediately thereafter, prepayments of Senior Indebtedness of the Company
if the aggregate L/C Obligations do not exceed $40,000,000 and there are no
outstanding Loans;

     (d) so long as no Event of Default has occurred and is continuing or will
exist immediately thereafter, (i) payments or prepayments of any Permitted
Securitization Facility (x) made with the proceeds of collections on accounts
receivable subject thereto or (y) if the Total Outstandings (other than the
undrawn amount of outstanding Letters of Credit) do not exceed $50,000,000, or
(ii) payments or prepayments of any Permitted Securitization Facility which
exists to finance accounts receivables generated by Foreign Subsidiaries,
provided that (in the case of this clause (ii)) the Subsidiary making such
payments or prepayments is a Foreign Subsidiary;

     (e) refinancings of Indebtedness permitted by clauses (b), (d), (e), (f),
(g), (i), (j) (k) and (l) of Section 7.03 to the extent that the incurrence of
such refinancing Indebtedness is otherwise permitted under this Agreement, but
provided further that, in the case of the refinancing of any Indebtedness
permitted by Section 7.03(l), no principal payments on the respective
refinancing Indebtedness are due until after the Maturity Date;

     (f) repayments of Indebtedness arising from Investments permitted by
Section 7.02(c) to the extent permitted by any subordination provisions thereof
(other than, if any Event of Default exists or will exist after making such
payment, Indebtedness of the Company or any Designated Borrower to any
Subsidiary of the Company); and

     (g) so long as no Event of Default has occurred and is continuing or will
exist immediately thereafter, other prepayments in respect of Indebtedness;
provided, that (i) immediately thereafter there are no outstanding Committed
Loans and the Outstanding Amount of L/C Obligations (excluding the aggregate
undrawn amount of outstanding Letters of Credit) is zero, and (ii) no proceeds
of any Credit Extension are used to make or finance such payment.

     7.07 CHANGE IN NATURE OF BUSINESS. Engage in any material line of business
substantially different from those lines of business conducted by the Company
and its Subsidiaries on the date hereof or any business reasonably related or
incidental thereto.


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<PAGE>
     7.08 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any kind
with any Affiliate of the Company, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to
the Company or such Subsidiary as would be obtainable by the Company or such
Subsidiary at the time in a comparable arm's length transaction with a Person
other than an Affiliate.

     7.09 LIMITATION ON RESTRICTIONS AFFECTING THE COMPANY OR ANY SUBSIDIARY.
Enter into any Contractual Obligation (other than this Agreement or any other
Loan Document) that limits the ability (a) of any Subsidiary to make Restricted
Payments to the Company or any Designated Borrower or to otherwise transfer
property to the Company or any Designated Borrower, or (b) of the Company or any
Subsidiary to create, incur, assume or suffer to exist Liens on property of such
Person; provided, however, that this Section 7.09 shall not prohibit:

          (i) any negative pledge incurred or provided in favor of any holder of
     Indebtedness permitted under Section 7.03(d) solely to the extent any such
     negative pledge relates to the property financed by or the subject of such
     Indebtedness;

          (ii) restrictions imposed by other permitted Indebtedness ranking pari
     passu with the Obligations, provided that such restrictions are no more
     restrictive than those imposed by this Agreement;

          (iii) restrictions imposed by applicable Law;

          (iv) restrictions imposed by Indebtedness outstanding on the date
     hereof and listed on Schedule 7.03;

          (v) restrictions imposed by Indebtedness relating to any property
     acquired by the Company or any Subsidiary (or restrictions imposed by
     Indebtedness of a third party which third party is acquired by the Company
     or any Subsidiary) in an acquisition permitted by this Agreement, provided
     in each case that such restrictions existed at the time of such
     acquisition, were not put in place in connection with or in anticipation of
     such acquisition and are not applicable to any Person other than the Person
     so acquired, or to any property other than the property so acquired;

          (vi) restrictions with respect solely to any Subsidiary imposed
     pursuant to a binding agreement which has been entered into for the sale of
     all or substantially all of the Equity Interests or assets of such
     Subsidiary, provided that such restrictions apply solely to the Equity
     Interests or assets of such Subsidiary which are being sold;

          (vii) in connection with and pursuant to any refinancing of
     Indebtedness, replacements of restrictions imposed pursuant to clauses
     (ii), (iv), (v) or (vii) of this Section, provided that (A) such
     refinancing is permitted by Section 7.03, and (B) the replacement
     restrictions are not more restrictive than those being replaced and do not
     apply to any Person or assets other than those that would have been covered
     by the restrictions in the Indebtedness so refinanced;


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<PAGE>
          (viii) restrictions on any Special Purpose Finance Subsidiary and
     assets of such Special Purpose Finance Subsidiary, which restrictions are
     contained in the applicable Permitted Securitization Facility for which
     such Subsidiary was created;

          (ix) in connection with any permitted lease of property entered into
     in the ordinary course of business, customary provisions restricting the
     subletting or assignment of, or Liens on, the property subject to such
     lease, consistent with industry practice; and

          (x) in connection with any Lien permitted by Section 7.01, customary
     restrictions on the transfer or disposition of, or imposition of further
     Liens on, the asset subject to such Lien.

     7.10 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, in each
case in violation of, or for a purpose which violates or would be inconsistent
with, Regulation T, U or X of the FRB.

     7.11 FINANCIAL COVENANTS.

     (a) CONSOLIDATED INTEREST COVERAGE RATIO. Permit the Consolidated Interest
Coverage Ratio as of the end of any period of four fiscal quarters of the
Company (determined on a pro forma basis, giving effect to any Permitted
Acquisition consummated during such period, and to the incurrence, repayment,
prepayment, redemption or defeasance of any Indebtedness in connection
therewith, as if such Permitted Acquisition and such incurrence, repayment,
prepayment, redemption or defeasance occurred on the first day of such period)
to be less than 3.00 to 1.00.

     (b) CONSOLIDATED LEVERAGE RATIO. Permit the Consolidated Leverage Ratio at
any time during any period set forth below (determined on a pro forma basis,
giving effect to any Permitted Acquisition consummated during such period, and
to the incurrence, repayment, prepayment, redemption or defeasance of any
Indebtedness in connection therewith, as if such Permitted Acquisition and such
incurrence, repayment, prepayment, redemption or defeasance occurred on the
first day of such period) to be greater than the ratio set forth below opposite
such period:

<TABLE>
<CAPTION>
                                          Maximum Consolidated
                 Period                      Leverage Ratio
---------------------------------------   --------------------
<S>                                       <C>
Closing Date through December 31, 2005        4.50 to 1.00
January 1, 2006 through July 1, 2006          4.25 to 1.00
July 2, 2006 and thereafter                   4.00 to 1.00
</TABLE>


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<PAGE>
     7.12 ACQUISITIONS. Enter into any agreement, contract, binding commitment
or other arrangement providing for any Acquisition, or take any action to
solicit the tender of securities or proxies in respect thereof in order to
effect any Acquisition, unless (i) the Person to be (or whose assets are to be)
acquired does not oppose such Acquisition and the line or lines of business of
the Person to be acquired are a Permitted Business, (ii) no Default or Event of
Default shall have occurred and be continuing either immediately prior to or
immediately after giving effect to such Acquisition and, if the Cost of
Acquisition is in excess of $25,000,000, the Company shall have furnished to the
Administrative Agent (A) pro forma historical financial statements as of the end
of the most recently completed fiscal year of the Company and most recent
interim fiscal quarter, if applicable, giving effect to such Acquisition and (B)
a certificate in the form of Exhibit D prepared on a historical pro forma basis
as of the date of the Audited Financial Statements or, if later, as of the most
recent date for which financial statements have been furnished pursuant to
Section 6.01(a) or (b), giving effect to such Acquisition, which certificate
shall demonstrate that no Default or Event of Default would exist immediately
after giving effect thereto, (iii) the Person acquired shall be a Subsidiary, or
be merged into a Subsidiary, immediately upon consummation of the Acquisition
(or if assets are being acquired, the acquiror shall be a Subsidiary), and (iv)
after giving effect to such Acquisition, the aggregate Costs of Acquisition
incurred in any fiscal year (on a noncumulative basis, with the effect that
amounts not incurred in any fiscal year may not be carried forward to a
subsequent period) shall not exceed $100,000,000 in the aggregate unless (in the
case of clause (iv)) both immediately before and immediately after such
Acquisition (giving pro forma effect to the consummation of such Acquisition as
if such Acquisition occurred on the first day of the four fiscal quarters most
recently ended, and giving pro forma effect to the incurrence, repayment,
prepayment, redemption or defeasance of any Indebtedness in connection
therewith) either (Y) the Consolidated Leverage Ratio is less than 3.75 to 1.00
or (Z) the sum of (1) the Company's Unencumbered Cash and Cash Equivalents, plus
(2) the aggregate amounts available to the Company under Permitted
Securitization Facilities with regard to which the Company has the present
ability to satisfy all conditions precedent to its ability to obtain such
amounts immediately thereunder, plus (3) so long as the Company has the present
ability to satisfy all conditions precedent set forth in Section 4.02, the
amount, if any, by which the Aggregate Commitments exceed the Total
Outstandings, exceeds $450,000,000.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

     8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

     (a) Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when
and as required to be paid herein, and in the currency required hereunder, any
amount of principal of any Loan or any L/C Obligation, or (ii) within three days
after the same becomes due, any interest on any Loan or on any L/C Obligation,
or any fee due hereunder, or (iii) within five days after the same becomes due,
any other amount payable hereunder or under any other Loan Document; or

     (b) Specific Covenants. The Company fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10,
or 6.11 or Article VII; or


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<PAGE>
     (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after the Company or such Loan Party has knowledge
thereof; or

     (d) Representations and Warranties. Any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of the
Company or any other Loan Party herein, in any other Loan Document, or in any
document delivered in connection herewith or therewith shall be incorrect or
misleading when made or deemed made; or

     (e) Cross-Default. (i) The Company or any Subsidiary (A) fails to make any
payment of principal when due (whether at scheduled maturity, by required
prepayment, acceleration, demand or otherwise) in respect of any Indebtedness
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having
an aggregate principal amount (including amounts owing to all creditors under
any combined or syndicated credit arrangement) of more than $50,000,000, or (B)
fails to observe or perform any other agreement or condition (including any
obligation to make any payment of interest, fees or other amounts) relating to
any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
$50,000,000 or contained in any instrument or agreement evidencing, securing or
relating thereto, or any other event occurs, the effect of which default or
other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause, with
the giving of notice if required, such Indebtedness to be demanded or to become
due or to be repurchased, prepaid, defeased or redeemed (automatically or
otherwise), or an offer to repurchase, prepay, defease or redeem such
Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii)
there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from any event of default under such Swap Contract
as to which the Company or any Subsidiary is the Defaulting Party (as defined in
such Swap Contract) and the Swap Termination Value owed by the Company or such
Subsidiary as a result thereof is greater than $50,000,000; or

     (f) Insolvency Proceedings, Etc. Any Loan Party or any Material Subsidiary
institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes an assignment for the benefit of creditors; or applies for
or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator,
liquidator, rehabilitator or similar officer is appointed without the
application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law
relating to any such Person or to all or any material part of its property is
instituted without the consent of such Person and continues undismissed or
unstayed for 60 calendar days, or an order for relief is entered in any such
proceeding; or

     (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Material
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as


                                       82
<PAGE>
they become due, or (ii) any writ or warrant of attachment or execution or
similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
30 days after its issue or levy; or

     (h) Judgments. One or more judgments or orders are entered against the
Company or any Subsidiary for the payment of money in an aggregate amount
exceeding $25,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage) that remain
unsatisfied for a period of 30 days or more or with regard to which (A)
enforcement proceedings are commenced by the holder thereof, or (B) there is a
period of 30 consecutive days during which a stay of enforcement of such
judgment, by reason of a pending appeal or otherwise, is not in effect; or

     (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $50,000,000,
or (ii) the Company or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a Multiemployer
Plan in an aggregate amount in excess of $25,000,000; or

     (j) Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party or any Subsidiary of the Company contests in
any manner the validity or enforceability of any Loan Document; or any Loan
Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or

     (k) Change of Control. There occurs any Change of Control.

     8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:

     (a) declare the commitment of each Lender to make Loans and any obligation
of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

     (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrowers;

     (c) require that the Company Cash Collateralize the L/C Obligations (in an
amount equal to the then Outstanding Amount thereof); and

     (d) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents;


                                       83
<PAGE>
provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable, and the
obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid
shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender.

     8.03 APPLICATION OF FUNDS. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and
payable and the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the proviso to Section 8.02), any amounts
received by the Administrative Agent on account of the Obligations shall be
applied by the Administrative Agent in the following order:

     First, to payment of that portion of the Obligations constituting fees,
indemnities, expenses and other amounts (including fees, charges and
disbursements of counsel to the Administrative Agent and amounts payable under
Article III) payable to the Administrative Agent in its capacity as such;

     Second, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer (including fees and time charges
for attorneys who may be employees of any Lender or the L/C Issuer) and amounts
payable under Article III), ratably among them in proportion to the amounts
described in this clause Second payable to them;

     Third, to payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably
among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;

     Fourth, to payment of that portion of the Obligations constituting unpaid
principal of the Loans and L/C Borrowings, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause Fourth
held by them;

     Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; and

     Last, the balance, if any, after all of the Obligations have been
indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all


                                       84
<PAGE>
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth above.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

     9.01 APPOINTMENT AND AUTHORITY. Each of the Lenders and the L/C Issuer
hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes
the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuer, and neither any Borrower
nor any other Loan Party shall have rights as a third party beneficiary of any
of such provisions.

     9.02 RIGHTS AS A LENDER. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrowers or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

     9.03 EXCULPATORY PROVISIONS. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents. Without limiting the generality of the foregoing, the
Administrative Agent:

     (a) shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

     (b) shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Administrative Agent to liability or that is
contrary to any Loan Document or applicable law; and

     (c) shall not, except as expressly set forth herein and in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to any of the Borrowers or any of their
respective Affiliates that is communicated to or obtained by the Person serving
as the Administrative Agent or any of its Affiliates in any capacity.


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     The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Company, a
Lender or the L/C Issuer.

     The Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Article IV or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

     9.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such
Lender or the L/C Issuer unless the Administrative Agent shall have received
notice to the contrary from such Lender or the L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

     9.05 DELEGATION OF DUTIES. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other
Loan Document by or through any one or more sub agents appointed by the
Administrative Agent. The Administrative Agent and any such sub agent may
perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub agent and to the Related Parties of the
Administrative Agent and any such sub agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent.

     9.06 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the
Company. Upon receipt


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of any such notice of resignation, the Required Lenders shall have the right, in
consultation with the Company, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the L/C
Issuer, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the Administrative Agent shall notify the Company
and the Lenders that no qualifying Person has accepted such appointment, then
such resignation shall nonetheless become effective in accordance with such
notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this Section. Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section). The fees payable by the
Company to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Company and such
successor. After the retiring Administrative Agent's resignation hereunder and
under the other Loan Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

     Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line
Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged
from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit
in substitution for the Letters of Credit, if any, outstanding at the time of
such succession or make other arrangements satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with
respect to such Letters of Credit.

     9.07 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender
and the L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or


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based upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder.

     9.08 NO OTHER DUTIES, ETC. Anything herein to the contrary notwithstanding,
none of the Bookrunners, Arrangers or Co-Documentation Agents listed on the
cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as
applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

     9.09 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
any Loan Party, the Administrative Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on any Borrower) shall be entitled and
empowered, by intervention in such proceeding or otherwise to, and shall, at the
direction of the Required Lenders:

     (a) file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other
Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C
Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C
Issuer and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lenders, the L/C Issuer and the Administrative Agent
under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial
proceeding; and

     (b) collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent
and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.

     Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender or
the L/C Issuer any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.


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<PAGE>
                                   ARTICLE X.
                                  MISCELLANEOUS

     10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Company or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Company or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:

     (a) waive any condition set forth in Section 4.01(a) without the written
consent of each Lender;

     (b) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.02) without the written consent of
such Lender;

     (c) postpone any date fixed by this Agreement or any other Loan Document
for any payment of principal, interest, fees or other amounts due to the Lenders
(or any of them) hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby;

     (d) reduce the principal of, or the rate or amount of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second
proviso to this Section 10.01) any fees or other amounts payable hereunder or
under any other Loan Document, without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary to amend the definition of "Default Rate" or
to waive any obligation of any Borrower to pay interest or Letter of Credit Fees
at the Default Rate;

     (e) change Section 2.13 or Section 8.03 in a manner that would alter the
pro rata sharing of payments required thereby without the written consent of
each Lender;

     (f) amend Section 1.06 or the definition of "Alternative Currency" without
the written consent of each Lender;

     (g) change any provision of this Section or the definition of "Required
Lenders" or any other provision hereof specifying the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; or

     (h) release the Company from the Guaranty without the written consent of
each Lender (including by virtue of consenting to any assignment of the Guaranty
that includes a release of the Company from its obligations thereunder);

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit


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issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless
in writing and signed by the Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document; and (iv) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.

     10.02 NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION.

     (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

          (i) if to the Borrowers, the Administrative Agent, the L/C Issuer or
     the Swing Line Lender, to the address, telecopier number, electronic mail
     address or telephone number specified for such Person on Schedule 10.02;
     and

          (ii) if to any other Lender, to the address, telecopier number,
     electronic mail address or telephone number specified in its Administrative
     Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

     (b) Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article
II if such Lender or the L/C Issuer, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such
Article by electronic communication. The Administrative Agent or the Company
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of such procedures may be limited to particular notices
or communications. Promptly upon request therefor, the Administrative Agent
shall provide any Lender requesting same with a hard copy of any particular
notice or other communication delivered by the Administrative Agent hereunder by
electronic communication;


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provided that the failure to deliver any such hard copy shall not render any
electronic notice or communication ineffective.

Unless the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor. Any Person shall be
permitted to provide more than one e-mail address if it so requires and all
matters notified by e-mail shall be sent to each such address so specified;
provided that (x) the deemed receipt by any intended recipient shall be
sufficient notice hereunder to such Person, whether or not such e-mail
notification shall have been deemed received by all intended recipients, and (y)
the foregoing shall not apply to any notice or communication pursuant to Article
II.

     (c) The Platform. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
"Agent Parties") have any liability to any Borrower, any Lender, the L/C Issuer
or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of the Borrower's or
the Administrative Agent's transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any
Agent Party have any liability to any Borrower, any Lender, the L/C Issuer or
any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).

     (d) Change of Address, Etc. Each of the Borrowers, the Administrative
Agent, the L/C Issuer and the Swing Line Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the other parties hereto. Each other Lender may change its address,
telecopier or telephone number for notices and other communications hereunder by
notice to the Company, the Administrative Agent, the L/C Issuer and the Swing
Line Lender. In addition, each Lender agrees to notify the Administrative Agent
from time to time to ensure that the Administrative Agent has on record (i) an
effective address,


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contact name, telephone number, telecopier number and electronic mail address to
which notices and other communications may be sent and (ii) accurate wire
instructions for such Lender.

     (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The
Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Committed Loan Notices and Swing
Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i)
such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii)
the terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Company shall indemnify the Administrative Agent, the L/C Issuer,
each Lender and the Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of any Borrower. All telephonic notices
to and other telephonic communications with the Administrative Agent may be
recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

     10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender, the L/C
Issuer or the Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

     10.04 EXPENSES; INDEMNITY; DAMAGE WAIVER.

     (a) Costs and Expenses. The Company shall pay (i) all reasonable and
documented out of pocket expenses incurred by the Administrative Agent and its
Affiliates (including the reasonable fees and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable and documented out of pocket expenses incurred
by the L/C Issuer in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii)
all out of pocket expenses incurred by the Administrative Agent, any Lender or
the L/C Issuer (including the fees, charges and disbursements of any counsel for
the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees
and time charges for attorneys who may be employees of the Administrative Agent,
any Lender or the L/C Issuer, in connection with the enforcement or protection
of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (B) in connection with
the Loans made or Letters of Credit issued hereunder, including all such out of
pocket expenses incurred during any workout, restructuring or negotiations in
respect of such Loans or Letters of Credit.

     (b) Indemnification by the Company. The Company shall indemnify the
Administrative Agent (and any sub-agent thereof), each Lender and the L/C
Issuer, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee")


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<PAGE>
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by any Borrower or any
other Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by any Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to any Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by the Company or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto,
in all cases, whether or not caused by or arising, in whole or in part, out of
the negligence of the Indemnitee; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by the Company or any other Loan Party against an Indemnitee for breach
in bad faith of such Indemnitee's obligations hereunder or under any other Loan
Document, if the Company or such other Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.

     (c) Reimbursement by Lenders. To the extent that the Company for any reason
fails to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

     (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, no Borrower shall assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the
transactions


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contemplated hereby or thereby, any Loan or Letter of Credit or the use of the
proceeds thereof. No Indemnitee referred to in subsection (b) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

     (e) Payments. All amounts due under this Section shall be payable not later
than ten Business Days after demand therefor.

     (f) Survival. The agreements in this Section shall survive the resignation
of the Administrative Agent and the L/C Issuer, the replacement of any Lender,
the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.

     10.05 PAYMENTS SET ASIDE. To the extent that any payment by or on behalf of
any Borrower is made to the Administrative Agent, the L/C Issuer or any Lender,
or the Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
and the L/C Issuer severally agrees to pay to the Administrative Agent upon
demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the
applicable Overnight Rate from time to time in effect, in the applicable
currency of such recovery or payment. The obligations of the Lenders and the L/C
Issuer under clause (b) of the preceding sentence shall survive the payment in
full of the Obligations and the termination of this Agreement.

     10.06 SUCCESSORS AND ASSIGNS.

     (a) Successors and Assigns Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Loan Party
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of subsection (b) of this Section, (ii) by way of participation in accordance
with the provisions of subsection (d) of this Section, or (iii) by way of pledge
or assignment of a security interest subject to the restrictions of subsection
(f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the


                                       94
<PAGE>
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

     (b) Assignments by Lenders. Any Lender may at any time assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it); provided that

          (i) except in the case of an assignment of the entire remaining amount
     of the assigning Lender's Commitment and the Loans at the time owing to it
     or in the case of an assignment to a Lender or an Affiliate of a Lender or
     an Approved Fund with respect to a Lender, the aggregate amount of the
     Commitment (which for this purpose includes Loans outstanding thereunder)
     or, if the Commitment is not then in effect, the principal outstanding
     balance of the Loans of the assigning Lender subject to each such
     assignment, determined as of the date the Assignment and Assumption with
     respect to such assignment is delivered to the Administrative Agent or, if
     "Trade Date" is specified in the Assignment and Assumption, as of the Trade
     Date, shall not be less than $5,000,000 unless each of the Administrative
     Agent and, so long as no Event of Default has occurred and is continuing,
     the Company otherwise consents (each such consent not to be unreasonably
     withheld or delayed);

          (ii) each partial assignment shall be made as an assignment of a
     proportionate part of all the assigning Lender's rights and obligations
     under this Agreement with respect to the Loans or the Commitment assigned,
     except that this clause (ii) shall not apply to rights in respect of Swing
     Line Loans;

          (iii) any assignment of a Commitment must be approved by the
     Administrative Agent, the L/C Issuer and the Swing Line Lender unless the
     Person that is the proposed assignee is itself a Lender (whether or not the
     proposed assignee would otherwise qualify as an Eligible Assignee); and

          (iv) the parties to each assignment shall execute and deliver to the
     Administrative Agent an Assignment and Assumption, together with a
     processing and recordation fee of $2,500, and the Eligible Assignee, if it
     shall not be a Lender, shall deliver to the Administrative Agent an
     Administrative Questionnaire

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with
respect to facts and circumstances occurring prior to the effective date of


                                       95
<PAGE>
such assignment. Upon request, each Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

     (c) Register. The Administrative Agent, acting solely for this purpose as
an agent of the Borrowers, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrowers, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by each of the Borrowers and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. In addition,
at any time that a request for a consent for a material or substantive change to
the Loan Documents is pending, any Lender wishing to consult with other Lenders
in connection therewith may request and receive from the Administrative Agent a
copy of the Register.

     (d) Participations. Any Lender may at any time, without the consent of, or
notice to, any Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or the Company or any of the Company's
Affiliates or Subsidiaries ) (each, a "Participant") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01 that affects such Participant.
Subject to subsection (e) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.13 as though it were a Lender.

     (e) Limitation upon Participant Rights. A Participant shall not be entitled
to receive any greater payment under Section 3.01 or 3.04 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Company's prior written consent. A Participant that
would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section


                                       96
<PAGE>
3.01 unless the Company is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to
comply with Section 3.01(e) as though it were a Lender.

     (f) Certain Pledges. Any Lender may at any time, without notice to or
consent of any Person, pledge or assign a security interest in all or any
portion of its rights under this Agreement (including under its Note(s), if any)
to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release such Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

     (g) Electronic Execution of Assignments. The words "execution," "signed,"
"signature," and words of like import in any Assignment and Assumption shall be
deemed to include electronic signatures or the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other similar state laws based on the Uniform Electronic Transactions
Act.

     (h) Resignation as L/C Issuer or Swing Line Lender after Assignment.
Notwithstanding anything to the contrary contained herein, if at any time Bank
of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 30 days' notice to the Company and the
Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to the Company,
resign as Swing Line Lender. In the event of any such resignation as L/C Issuer
or Swing Line Lender, the Company shall be entitled to appoint from among the
Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided,
however, that no failure by the Company to appoint any such successor shall
affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as
the case may be. If Bank of America resigns as L/C Issuer, it shall retain all
the rights and obligations of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of
America resigns as Swing Line Lender, it shall retain all the rights of the
Swing Line Lender provided for hereunder with respect to Swing Line Loans made
by it and outstanding as of the effective date of such resignation, including
the right to require the Lenders to make Base Rate Committed Loans or fund risk
participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

     10.07 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY. Each of the
Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates' respective
partners, directors, officers, employees, agents, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National


                                       97
<PAGE>
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
a Borrower and its obligations, (g) with the consent of the Company or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than the Company.

     For purposes of this Section, "Information" means all information received
from the Company or any Subsidiary relating to the Company or any Subsidiary or
any of their respective businesses, other than any such information that is
available to the Administrative Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by the Company or any Subsidiary,
provided that, in the case of information received from the Company or any
Subsidiary after the date hereof, such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

     Each of the Administrative Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Company or a Subsidiary, as the case may be, (b) it
has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities Laws.

     10.08 SET-OFF. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by applicable law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by such
Lender, the L/C Issuer or any such Affiliate to or for the credit or the account
of any Borrower or any other Loan Party against any and all of the obligations
of such Borrower or such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender or the L/C Issuer,
irrespective of whether or not such Lender or the L/C Issuer shall have made any
demand under this Agreement or any other Loan Document and although such
obligations of such Borrower or such Loan Party may be contingent or unmatured
or are owed to a branch or office of such Lender or the L/C Issuer different
from the branch or office holding such deposit or obligated on such
indebtedness. The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify
the Company and the Administrative Agent promptly after any


                                       98
<PAGE>
such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application.

     10.09 INTEREST RATE LIMITATION. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If the Administrative Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans or, if it
exceeds such unpaid principal, refunded to the Company. In determining whether
the interest contracted for, charged, or received by the Administrative Agent or
a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

     10.10 COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

     10.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

     10.12 SEVERABILITY. If any provision of this Agreement or the other Loan
Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the
parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


                                       99
<PAGE>
     10.13 REPLACEMENT OF LENDERS. If any Lender requests compensation under
Section 3.04, or if any Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 3.01, or if any Lender is a Defaulting Lender, then the Company may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 10.06), all of its interests, rights and obligations under
this Agreement and the related Loan Documents to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment), provided that:

     (a) the Company shall have paid (or caused a Designated Subsidiary to pay)
to the Administrative Agent the assignment fee specified in Section 10.06(b);

     (b) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other
Loan Documents (including any amounts under Section 3.05) from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the
Company or applicable Designated Subsidiary (in the case of all other amounts);

     (c) in the case of any such assignment resulting from a claim for
compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and

     (d) such assignment does not conflict with applicable Laws.

     A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Company to require such assignment and delegation
cease to apply.

     10.14 GOVERNING LAW; JURISDICTION; ETC.

     (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     (b) SUBMISSION TO JURISDICTION. EACH BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL


                                      100
<PAGE>
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL
AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.

     (c) WAIVER OF VENUE. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.

     (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02(a). NOTHING IN
THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW; PROVIDED, THAT NO ELECTRONIC
COMMUNICATION SHALL CONSTITUTE SERVICE OF PROCESS HEREUNDER.

     10.15 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     10.16 USA PATRIOT ACT NOTICE. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrowers that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrowers, which information includes the name and


                                      101
<PAGE>
address of each Borrower and other information that will allow such Lender or
the Administrative Agent, as applicable, to identify such Borrower in accordance
with the Act.

     10.17 JUDGMENT CURRENCY. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder or any other Loan Document
in one currency into another currency, the rate of exchange used shall be that
at which in accordance with normal banking procedures the Administrative Agent
could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of each Borrower
in respect of any such sum due from it to the Administrative Agent or the
Lenders hereunder or under the other Loan Documents shall, notwithstanding any
judgment in a currency (the "Judgment Currency") other than that in which such
sum is denominated in accordance with the applicable provisions of this
Agreement (the "Agreement Currency"), be discharged only to the extent that on
the Business Day following receipt by the Administrative Agent of any sum
adjudged to be so due in the Judgment Currency, the Administrative Agent may in
accordance with normal banking procedures purchase the Agreement Currency with
the Judgment Currency. If the amount of the Agreement Currency so purchased is
less than the sum originally due to the Administrative Agent from any Borrower
in the Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the
Person to whom such obligation was owing against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to the
Administrative Agent in such currency, the Administrative Agent agrees to return
the amount of any excess to such Borrower (or to any other Person who may be
entitled thereto under applicable law).

     [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]


                                      102
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed as of the date first above
written.

                                        AVNET, INC.


                                        By:
                                            ------------------------------------
                                        Name: Raymond Sadowski
                                        Title: Senior Vice President and Chief
                                               Financial Officer


                                        AVNET LOGISTICS U.S., L.P.

                                        By: Avnet Properties Corporation,
                                            General Partner


                                        By:
                                            ------------------------------------
                                        Name: Raymond Sadowski
                                        Title: President and Treasurer


                      Amended and Restated Credit Agreement
                                       S-1
<PAGE>
                                        BANK OF AMERICA, N.A., as
                                        Administrative Agent


                                        By:
                                            ------------------------------------
                                        Name: Robert J.Rittelmeyer
                                        Title: Vice President


                      Amended and Restated Credit Agreement
                                       S-2
<PAGE>
                                        BANK OF AMERICA, N.A., as a Lender,
                                        L/C Issuer and Swing Line Lender


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                       S-3
<PAGE>
                                        ABN AMRO BANK N.V.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                       S-4
<PAGE>
                                        THE BANK OF NOVA SCOTIA


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                       S-5
<PAGE>
                                        BNP PARIBAS


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                     Amended and Restated Credit Agreement
                                       S-6
<PAGE>
                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                     Amended and Restated Credit Agreement
                                       S-7
<PAGE>
                                        JPMORGAN CHASE BANK, N.A.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                     Amended and Restated Credit Agreement
                                       S-8
<PAGE>
                                        CALYON NEW YORK BRANCH


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                     Amended and Restated Credit Agreement
                                       S-9
<PAGE>
                                        FORTIS CAPITAL CORP.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                     Amended and Restated Credit Agreement
                                      S-10
<PAGE>
                                        MIZUHO CORPORATE BANK, LTD.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-11
<PAGE>
                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-12
<PAGE>
                                        DRESDNER BANK AG IN MUNCHEN


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-13
<PAGE>
                                        BANCA NAZIONALE DEL LAVORO SPA,
                                        NEW YORK BRANCH


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-14
<PAGE>
                                        KEYBANK NATIONAL ASSOCIATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-15
<PAGE>
                                        NATEXIS BANQUES POPULAIRES


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-16
<PAGE>
                                        SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-17
<PAGE>
                                        SUMITOMO MITSUI BANKING CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-18
<PAGE>
                                        KBC BANK N.V.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                      Amended and Restated Credit Agreement
                                      S-19
<PAGE>
                                                                SCHEDULE 1.02(A)

                           EXISTING LETTERS OF CREDIT

1.   Letter of Credit #0040396 maximum drawings thereunder of $1,620,000.00 and
     expiry date of 02/2/06.

2.   Letter of Credit #3048187 with maximum drawings thereunder of
     $15,546,939.07 and expiry date of 04/18/06.

3.   Letter of Credit #3054741 with maximum drawings thereunder of $300,000.00
     and expiry date of 3/13/06.

4.   Letter of Credit #3066130 with maximum drawings thereunder of $2,116,594.00
     and expiry date of 07/01/06.

5.   Letter of Credit #3073030 with maximum drawings thereunder of $122,500.00
     and expiry date of 01/24/06.

6.   Letter of Credit #3076770 with maximum drawings thereunder of $3,512,328.00
     and expiry date of 08/10/06.


                                Schedule 1.02(a)
                                     Page 1
<PAGE>
                                                                SCHEDULE 1.02(B)

                             MANDATORY COST FORMULAE

1    The Mandatory Cost (to the extent applicable) is an addition to the
     interest rate to compensate Lenders for the cost of compliance with:

     (a)  the requirements of the Bank of England and/or the Financial Services
          Authority (or, in either case, any other authority which replaces all
          or any of its functions); or

     (b)  the requirements of the European Central Bank.

2.   On the first day of each Interest Period (or as soon as practicable
     thereafter) the Administrative Agent shall calculate, as a percentage rate,
     a rate (the "Additional Cost Rate") for each Lender, in accordance with the
     paragraphs set out below. The Mandatory Cost will be calculated by the
     Administrative Agent as a weighted average of the Lenders' Additional Cost
     Rates (weighted in proportion to the percentage participation of each
     Lender in the relevant Loan) and will be expressed as a percentage rate per
     annum. The Administrative Agent will, at the request of the Company or any
     Lender, deliver to the Company or such Lender as the case may be, a
     statement setting forth the calculation of any Mandatory Cost.

3.   The Additional Cost Rate for any Lender lending from a Lending Office in a
     Participating Member State will be the percentage notified by that Lender
     to the Administrative Agent. This percentage will be certified by such
     Lender in its notice to the Administrative Agent as the cost (expressed as
     a percentage of such Lender's participation in all Loans made from such
     Lending Office) of complying with the minimum reserve requirements of the
     European Central Bank in respect of Loans made from that Lending Office.

4.   The Additional Cost Rate for any Lender lending from a Lending Office in
     the United Kingdom will be calculated by the Administrative Agent as
     follows:

     (a)  in relation to any Loan in Sterling:

                      AB+C(B-D)+E x 0.01 per cent per annum
                      ------------------
                          100 - (A+C)

     (b)  in relation to any Loan in any currency other than Sterling:

                           E x 0.01 per cent per annum
                           --------
                              300

Where:

     "A"  is the percentage of Eligible Liabilities (assuming these to be in
          excess of any stated minimum) which that Lender is from time to time
          required to maintain as


                                Schedule 1.02(b)
                                     Page 1
<PAGE>
          an interest free cash ratio deposit with the Bank of England to comply
          with cash ratio requirements.

     "B"  is the percentage rate of interest (excluding the Applicable Rate, the
          Mandatory Cost and any interest charged on overdue amounts pursuant to
          the first sentence of Section 2.08(b) and, in the case of interest
          (other than on overdue amounts) charged at the Default Rate, without
          counting any increase in interest rate effected by the charging of the
          Default Rate) payable for the relevant Interest Period of such Loan.

     "C"  is the percentage (if any) of Eligible Liabilities which that Lender
          is required from time to time to maintain as interest bearing Special
          Deposits with the Bank of England.

     "D"  is the percentage rate per annum payable by the Bank of England to the
          Administrative Agent on interest bearing Special Deposits.

     "E"  is designed to compensate Lenders for amounts payable under the Fees
          Regulations and is calculated by the Administrative Agent as being the
          average of the most recent rates of charge supplied by the Lenders to
          the Administrative Agent pursuant to paragraph 7 below and expressed
          in pounds per L1,000,000.

5.   For the purposes of this Schedule:

     (a)  "Eligible Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  "Fees Regulations" means the FSA Supervision Manual or such other law
          or regulation as may be in force from time to time in respect of the
          payment of fees for the acceptance of deposits;

     (c)  "Fee Tariffs" means the fee tariffs specified in the Fees Regulations
          under the activity group A.1 Deposit acceptors (ignoring any minimum
          fee or zero rated fee required pursuant to the Fees Regulations but
          taking into account any applicable discount rate); and

     (d)  "Tariff Base" has the meaning given to it in, and will be calculated
          in accordance with, the Fees Regulations.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages (i.e. 5% will be included in the formula as 5 and
     not as 0.05). A negative result obtained by subtracting D from B shall be
     taken as zero. The resulting figures shall be rounded to four decimal
     places.

7.   If requested by the Administrative Agent or the Company, each Lender with a
     Lending Office in the United Kingdom or a Participating Member State shall,
     as soon as practicable after publication by the Financial Services
     Authority, supply to the


                                Schedule 1.02(b)
                                     Page 2
<PAGE>
     Administrative Agent and the Company, the rate of charge payable by such
     Lender to the Financial Services Authority pursuant to the Fees Regulations
     in respect of the relevant financial year of the Financial Services
     Authority (calculated for this purpose by such Lender as being the average
     of the Fee Tariffs applicable to such Lender for that financial year) and
     expressed in pounds per L1,000,000 of the Tariff Base of such Lender.

8.   Each Lender shall supply any information required by the Administrative
     Agent for the purpose of calculating its Additional Cost Rate. In
     particular, but without limitation, each Lender shall supply the following
     information in writing on or prior to the date on which it becomes a
     Lender:

     (a)  its jurisdiction of incorporation and the jurisdiction of the Lending
          Office out of which it is making available its participation in the
          relevant Loan; and

     (b)  any other information that the Administrative Agent may reasonably
          require for such purpose.

Each Lender shall promptly notify the Administrative Agent in writing of any
change to the information provided by it pursuant to this paragraph.

9.   The percentages or rates of charge of each Lender for the purpose of A, C
     and E above shall be determined by the Administrative Agent based upon the
     information supplied to it pursuant to paragraphs 7 and 8 above and on the
     assumption that, unless a Lender notifies the Administrative Agent to the
     contrary, each Lender's obligations in relation to cash ratio deposits,
     Special Deposits and the Fees Regulations are the same as those of a
     typical bank from its jurisdiction of incorporation with a Lending Office
     in the same jurisdiction as such Lender's Lending Office.

10.  The Administrative Agent shall have no liability to any Person if such
     determination results in an Additional Cost Rate which over- or
     under-compensates any Lender and shall be entitled to assume that the
     information provided by any Lender pursuant to paragraphs 3, 7 and 8 above
     is true and correct in all respects.

11.  The Administrative Agent shall distribute the additional amounts received
     as a result of the Mandatory Cost to the Lenders on the basis of the
     Additional Cost Rate for each Lender based on the information provided by
     each Lender pursuant to paragraphs 3, 7 and 8 above.

12.  Any determination by the Administrative Agent pursuant to this Schedule in
     relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
     amount payable to a Lender shall, in the absence of manifest error, be
     conclusive and binding on all parties hereto.

13.  The Administrative Agent may from time to time, after consultation with the
     Company and the Lenders, determine and notify to all parties any amendments
     which are required to be made to this Schedule in order to comply with any
     change in law, regulation or any requirements from time to time imposed by
     the Bank of England, the Financial Services Authority or the European
     Central Bank (or, in any case, any other authority which


                                Schedule 1.02(b)
                                     Page 3
<PAGE>
     replaces all or any of its functions) and any such determination shall, in
     the absence of manifest error, be conclusive and binding on all parties
     hereto.


                                Schedule 1.02(b)
                                     Page 4
<PAGE>
                                                                   SCHEDULE 2.01

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
                                                                   APPLICABLE
                                                                   COMMITMENT
                     LENDER                        COMMITMENT      PERCENTAGE
                     ------                       ------------   -------------
<S>                                               <C>              <C>
Bank of America, N.A.                             $ 38,000,000     7.600000000%
ABN AMRO Bank N.V.                                $ 38,000,000     7.600000000%
The Bank of Nova Scotia                           $ 38,000,000     7.600000000%
BNP Paribas                                       $ 38,000,000     7.600000000%
Credit Suisse, Cayman Islands Branch              $ 38,000,000     7.600000000%
JPMorgan Chase Bank, N.A.                         $ 38,000,000     7.600000000%
Calyon New York Branch                            $ 26,750,000     5.350000000%
Fortis Capital Corp.                              $ 26,750,000     5.350000000%
Mizuho Corporate Bank, Ltd.                       $ 26,750,000     5.350000000%
Wachovia Bank, National Association               $ 26,750,000     5.350000000%
Dresdner Bank AG in Munchen                       $ 25,000,000     5.000000000%
Banca Nazionale del Lavoro SpA, New York Branch   $ 25,000,000     5.000000000%
KeyBank National Association                      $ 25,000,000     5.000000000%
Natexis Banques Populaires                        $ 25,000,000     5.000000000%
Skandinaviska Enskilda Banken AB (publ)           $ 25,000,000     5.000000000%
Sumitomo Mitsui Banking Corporation               $ 25,000,000     5.000000000%
KBC Bank N.V.                                     $ 15,000,000     3.000000000%
                                                  ------------   -------------
   Total                                          $500,000,000   100.000000000%
                                                  ============   =============
</TABLE>


                                  Schedule 2.01
                                     Page 1
<PAGE>
                                                                   SCHEDULE 5.13

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

PART (A). SUBSIDIARIES.

<TABLE>
<CAPTION>
                                                 PLACE OF
                    NAME                          INCORP.                      OWNERSHIP
-------------------------------------------   --------------   -----------------------------------------
<S>                                           <C>              <C>
Avnet Logistics Holding Corp.                 Arizona          Avnet, Inc. (100%)
Advanced Component Distributors Pty Limited   Australia        Avnet, Inc. (100%)
(Dormant)
Avnet (Australia) Pty. Ltd.                   Australia        Avnet Asia Pte. Ltd-100%
Avnet Pacific Pty Ltd.                        Australia        Avnet Holdings (Australia) Pty Ltd
                                                               (99.999%)
                                                               Avnet, Inc. (.001%)
Impact Components Pty Limited                 Australia        Avnet, Inc. (100%)
Insight Electronics Pty Limited               Australia        Avnet, Inc. (100%)
Memec Pty Limited                             Australia        Avnet, Inc. (100%)
Memec (NZ) Limited                            Australia        Avnet, Inc. (100%)
NSD Pty Limited (Dormant)                     Australia        Avnet, Inc. (100%)
Unique Technology Components Pty Limited      Australia        Avnet, Inc. (100%)
Avnet Technology Solutions                    Austria          Avnet Technology Solutions GmbH (100%)
Handelsgesellschaft m.b.H.
Avnet EMG Elektronische Bauelmente GmbH       Austria          Avnet Technology Solutions
                                                               Handelsgesellschaft m.b.H. (100%)
EBV-Elektronik GmbH                           Austria          EBV Beteiliguns-Verwaltungs GmbH 100%
Memec Austria GmbH                            Austria          Avnet, Inc. (100%)
Avnet Europe Comm. VA                         Belgium          EBV Management GmbH (71.46%)
                                                               Tenva Belgium Comm. VA (10.30%)
                                                               Tenva Financial Management BVBA (1 share)
                                                               Avnet, Inc. (18.24%)
Avnet Financial Services Comm. VA             Belgium          Avnet, Inc. (99%)
                                                               Tenva Financial Management BVBA (1%)
Memec Belgium NV                              Belgium          Avnet, Inc. (100%)
Tenva Belgium Comm. VA                        Belgium          Avnet, Inc. (99.99%)
                                                               Tenva Financial Management BVBA (.01%)
Tenva Financial Management                    Belgium          Avnet, Inc. (99%)
</TABLE>


                                  Schedule 5.13
                                     Page 1
<PAGE>
<TABLE>
<CAPTION>
                                                 PLACE OF
                    NAME                          INCORP.                      OWNERSHIP
-------------------------------------------   --------------   -----------------------------------------
<S>                                           <C>              <C>
BVBA                                                           Avnet Delaware LLC (1%)
Avnet do Brasil LTDA                          Brazil           Avnet, Inc. (93%)
                                                               Jose Luis Vara (6%)
                                                               Rose Maria Cetrone (1%)
Avnet Logistics (Shenzhen) Ltd.               China            Avnet Asia Pte Ltd. (100%)
Avnet Logistics (Tianjin) Ltd.                China            Avnet Asia Pte Ltd. (100%)
Memec Electronics (Shanghai) Co Limited       China            Avnet, Inc. (100%)
Sunrise Logistics (Shanghai) Limited          China            Sunrise Electronic Component Distribution
                                                               Group Ltd. - 100%
Avnet Applied Computing s.r.o.                Czech Republic   Avnet Applied Computing Handelsges,
                                                               m.b.H. (100%)
Avnet s.r.o.                                  Czech Republic   Avnet Holding Germany GmbH-(99,5%)
                                                               EBV Management GmbH (0,5%)
EBV Elektronik spol. S.r.o.                   Czech Republic   EBV Beteiligungs- Verwaltungs GmbH (100%)
Avnet Corporate Services Group, Inc.          Delaware         Avnet, Inc. (100%)
Avnet Delaware LLC                            Delaware         Avnet, Inc.
Avnet Holding Corporation II                  Delaware         Avnet, Inc. (100%)
Avnet Properties Corporation                  Delaware         Avnet, Inc. (100%)
Avnet Receivables Corporation                 Delaware         Avnet, Inc. (100%)
Avnet, Inc.                                   Delaware         Avnet, Inc. (100%)
BFI-IBEXSA International, Inc.                Delaware         Avnet, Inc. (100%)
Kent One Corporation                          Delaware         Avnet, Inc. (100%)
Memec Canada, Inc.                            Delaware         Avnet, Inc. (100%)
Optional Systems Resource, Inc.               Delaware         Avnet, Inc. (100%)
Telmil Electronics, Inc.                      Delaware         Avnet, Inc. (100%)
Triangle Receivables Funding, LLC             Delaware         Avnet, Inc. (100%)
Avnet Nortec A/S                              Denmark          Avnet Nortec AB (100%)
BFI OPTILAS A/S                               Denmark          BFI OPTILAS International SAS, France
                                                               (100%)
EBV Elektronik ApS                            Denmark          EBV Elektronik GmbH & Co KG (100%)
Memec Denmark A/S                             Denmark          Avnet, Inc. (100%)
Avnet Nortec Oy                               Finland          Avnet Nortec AB (100%)
Memec Finland OY                              Finland          Avnet, Inc. (100%)
</TABLE>


                                  Schedule 5.13
                                     Page 2
<PAGE>
<TABLE>
<CAPTION>
                                              PLACE OF
                    NAME                       INCORP.                      OWNERSHIP
----------------------------------------   --------------   -----------------------------------------
<S>                                        <C>              <C>
Avnet EMG France S.A.                      France           Avnet France SAS (99.94%)

                                                            Christian Kafka (1 share)
                                                            Peter Bielefeld (1 share)
                                                            Axel Hartstang (1 share)
                                                            Raymond Sadowski (1 share)
                                                            Avnet Finance BV (1 share)
                                                            Avnet Holding Germany (1 share)

Avnet France S.A.S.                        France           Avnet, Inc. (49%)

                                                            EBV Management GmbH (51%)

Avnet Programming Services SA              France           Avnet France SAS (99.94%)
                                                            Raymond Sadowski (1 share)
                                                            Ton Van Heck (1 share)
                                                            Patrick Zammit (1 share)
                                                            Peter Bielefeld (1 share)
                                                            Ralf Schuermann (1 share)
                                                            Avnet Finance B.V. (1 share)
Avnet Technology Solutions SAS             France           Avnet France S.A.S. (100%)
BFI-Optilas International SAS              France           BFI-Ibexsa International Inc. (100%)
BFI-OPTILAS SAS                            France           BFI-Optilas International SAS (100%)
Memec France SAS                           France           Avnet, Inc. (100%)
Avnet Applied Computing                    Germany          EBV Management GmbH (100%)
European Services GmbH
Avnet Beteiligungs-Verwaltungs GmbH        Germany          Avnet Inc. (100%)
Avnet EMG GmbH                             Germany          Tenva Belgium Comm. VA -(100%)
Avnet Erste Vermoegensverwaltungs GmbH &   Germany          Avnet Verwaltungs GmbH, Germany
Co. KG                                                      Avnet Beteiligungs - Verwaltungs GmbH,
                                                            Germany (0.10%)
                                                            Avnet, Inc. (99.90%)
Avnet Holding Germany GmbH                 Germany          Avnet, Inc. (100%)
Avnet IT Services GmbH                     Germany          EBV Beteiligung-Verwaltungs GmbH (100%)
Avnet Logistics GmbH                       Germany          Tenva Belgium Comm. VA -(100%)
Avnet Technology Solutions GmbH            Germany          EBV Management GmbH (100%)
Avnet Verwaltungs GmbH                     Germany          Avnet Inc. (100%)
Avnet Zweite Vermogensverwaltungs GmbH     Germany          Avnet Europe Comm. VA (100%)
BFI OPTILAS GmbH                           Germany          BFI OPTILAS International SAS-
</TABLE>


                                  Schedule 5.13
                                     Page 3
<PAGE>
<TABLE>
<CAPTION>
                                              PLACE OF
                    NAME                       INCORP.                      OWNERSHIP
----------------------------------------   --------------   -----------------------------------------
<S>                                        <C>              <C>
                                                            (100%)
Distron Elektronik GmbH                    Germany          EBV Management GmbH (100%)
EBV Beteiligungs-Verwaltungs GmbH          Germany          EBV Elektronik GmbH & Co KG (100%)
EBV Elektronik GmbH & Co. KG               Germany          EBV Management GmbH (99.04%)
                                                            EBV Vermogensverwaltungs GmbH (0.96%)
EBV Management GmbH                        Germany          Avnet Holding Germany GmbH (100%)
EBV Vermoegens-verwaltungs GmbH            Germany          EBV Management GmbH (100%)
Memec GmbH                                 Germany          Avnet, Inc. (100%)
Thomas Kaubisch GmbH                       Germany          EBV Beteiligungs-Verwaltungs GmbH (100%)
WBC GmbH                                   Germany          EBV Management GmbH (100%)
EBV Elekronik EPE                          Greece           EBV Beteiligungs-Verwaltungs GmbH
                                                            (98.67%)
                                                            EBV Vermogensverwaltungs GmbH (1.33%)
Avnet Sunrise Limited                      Hong Kong        Avnet Asia-(99.99%)
                                                            Christopher E. Eason, (.01%)
Avnet Technology Hong Kong Limited         Hong Kong        Avnet Asia Pte. Ltd.(50%)
                                                            Brian O. Hilton,  (50%)
Chinatronic Technology Limited             Hong Kong        Sunrise Electronic Component Distribution
                                                            Group Limited (99.9%)
                                                            Avnet Asia Pte Ltd (.01%)
Memec (Asia Pacific) Limited               Hong Kong        Avnet, Inc. (100%)
Memec (Asia Pacific Holdings) Limited      Hong Kong
Memec Electronic Components (AP) Limited   Hong Kong        Avnet, Inc. (100%)
Avnet Technology Solutions Kft             Hungary          EBV Management GmbH (100%)
EBV Elektronik KFT                         Hungary          EBV Beteiligungs-Verwaltungs
                                                            GmbH (96,69%)
                                                            EBV Vermoegensverwaltungs GmbH (3,33%)
Avnet India Private Limited                India            Avnet Holding Corporation II (100%)
Avnet Limited                              Ireland          Avnet Holding Corporation II-100%
Avnet Lyco Manufacturing Limited           Ireland          Avnet Limited -100%
Memec Ireland Limited                      Ireland          Avnet, Inc. (100%)
Avnet ASIC Israel Ltd                      Israel           Avnet Components Israel Ltd
</TABLE>


                                  Schedule 5.13
                                     Page 4
<PAGE>
<TABLE>
<CAPTION>
                                                 PLACE OF
                    NAME                          INCORP.                      OWNERSHIP
-------------------------------------------   --------------   -----------------------------------------
<S>                                           <C>              <C>
                                                               (100%)
Avnet Components Israel Ltd.                  Israel           Avnet, Inc. (80%)
                                                               Rami Segal (10%)
                                                               Tzachi Krieze (10%)
EBV Elektronik Israel Ltd.                    Israel           Avnet Components Israel Ltd 100%
Memec (Memory and Electronic Components)      Israel           Avnet, Inc. (100%)
Israel Limited
Ormic Components Ltd.                         Israel           Avnet Components Israel Ltd-100%
TelMil Electronics Israel Ltd.                Israel           Avnet Components Israel Ltd. (90%)
                                                               J.F.N. Advanced Technologies Ltd.(10%)
Avnet S.r.l.                                  Italy            Avnet Inc (79%)
                                                               EBV Management GmbH (21%)
BFI OPTILAS S.r.l.                            Italy            BFI OPTILA International SAS (82.5%)
                                                               BFI Optilas SAS - France (17.4%)
                                                               BFI-Optilas GmbH (0.1%)
EBV Elektronik s.r.l.                         Italy            EBV Beteiligungs-Verwaltungs GmbH (100%)
Memec Italia SpA                              Italy            Avnet, Inc. (100%)
PCD Italia S.r.l.                             Italy            Avnet, Inc.(100%)
Avnet EMG Italy SpA                           Italy            Avnet S.R.L. (100%)
Memec Japan KK                                Japan            Avnet, Inc. (100%)
Avnet Korea, Inc.                             Korea            Avnet Asia (100%)
Avnet Industries (Malaysia) Sdn Bhd           Malaysia         Avnet, Inc.-100%
Avnet Malaysia Sdn Bhd                        Malaysia         Avnet Asia Pte Ltd-100%
Avnet de Mexico, S.A. de C.V.                 Mexico           Avnet, Inc. - NY (999 shares)
                                                               Avnet, Inc. - DE (1 share)
Avnet Partner Solutions, S. de R.L. de C.V.   Mexico           LLC - does not issue shares
                                                               Capitalization - $150,000 MN
                                                               Soluciones Mercantiles, S. de R.L. de
                                                               C.V. (148,500 Pesos)
                                                               Avnet, Inc.
                                                               (1,500 Pesos)
Enlaces Computacionales, S. de R.L. de C.V.   Mexico           LLC - does not issue shares
                                                               Capitalization - $303,000 MN
                                                               Soluciones Mercantiles, S. de R.L. de
                                                               C.V. (299,970 Pesos)
                                                               Avnet, Inc. (3,030)
</TABLE>


                                  Schedule 5.13
                                     Page 5
<PAGE>
<TABLE>
<CAPTION>
                                                 PLACE OF
                    NAME                          INCORP.                      OWNERSHIP
-------------------------------------------   --------------   -----------------------------------------
<S>                                           <C>              <C>
Instituto de Educacion Avanzada, S. de R.L.   Mexico           LLC - does not issue shares
de C.V.                                                        Capitalization - $50,000 MN
                                                               Soluciones Mercantiles, S. de R.L. de
                                                               C.V. (49,500 Pesos)
                                                               Avnet, Inc. (500 Pesos)
MI Technology Products de Mexico, S. de       Mexico           Equity Participation Members:
R.L. de C.V.                                                   Avnet, Inc.: 1 membership interest,
                                                               $49,000 pesos
                                                               Marshall Industries Technology Products:
                                                               1 membership interest, $1,000 pesos
Soluciones Mercantiles, S. de R.L. de C.V.    Mexico           LLC - does not issue shares
                                                               Capitalization - $78,194,100 MN
                                                               Avnet, Inc.
                                                               (78,194,000 Pesos)
                                                               Avnet Delaware LLC (100 Pesos)
Avnet B.V.                                    Netherlands      Eurotronics B.V (100%)
Avnet Technology Solutions B.V.               Netherlands      Avnet Technology Solutions GmbH (100%)
BFI Optilas B.V.                              Netherlands      BFI-Optilas International SAS-(100%)
Memec Holdings BV                             Netherlands      Avnet, Inc. (100%)
Memec Nederland BV                            Netherlands      Avnet, Inc. (100%)
Sterling Electronics Corporation              Nevada           Avnet, Inc. (100%)
CM Satellite Systems, Inc.                    New York         Avnet, Inc. (100%)
Avnet (NZ)                                    New Zealand      Avnet Asia Pte. Ltd.-100%
Avnet Nortec AS                               Norway           Avnet Nortec AB (100%)
Memec Norway A/S                              Norway           Avnet, Inc. (100%)
Avnet International (Canada), Ltd.            Ontario          Owner: Avnet, Inc. (100%)
Insight Components (Canada) Inc.              Ontario
Avnet Philippines Pty. Ltd., Inc.             Philippines      Avnet Holding Corporation II-76,795
                                                               shares (96%)
                                                                         Nominee Shareholders:
                                                               Five Nominee Directors (1 share each)
Avnet Applied Computing Sp. Z.o.o.            Poland           Avnet Technology Solutions GmbH (100%)
Avnet EM sp.z.o.o.                            Poland           EBV Management GmbH (99%)
                                                               Avnet Holding Germany GmbH (1%)
Avnet Sp. Z.o.o.                              Poland           Avnet Holding Germany GmbH-(100%)
EBV Elektronik Sp. Z.o.o.                     Poland           EBV Beteiligungs-Verwaltungs GmbH 100%
Memec Poland Sp.z.o.o.                        Poland           Avnet, Inc. (100%)
</TABLE>


                                  Schedule 5.13
                                     Page 6
<PAGE>
<TABLE>
<CAPTION>
                                                 PLACE OF
                    NAME                          INCORP.                      OWNERSHIP
-------------------------------------------   --------------   -----------------------------------------
<S>                                           <C>              <C>
WBC Sp. Z.o.o.                                Poland           WBC GmbH (100%)
Avnet de Puerto Rico, Inc.                    Puerto Rico      Avnet, Inc. (100%)
EBV Elektronik M                              Russia           EBV Elektronik GmbH & Co KG, Germany-99%
                                                               EBV-Elektronik GmbH (Austria) - 1%
Sunrise Electronic Component Distribution     Samoa            Avnet Asia Pte Ltd.-100%
Group Limited
Avnet Asia Pte Ltd                            Singapore        Avnet Holding Corporation II- 100%
DNS Slovakia s.r.o.                           Slovakia         Avnet Holding Germany GmbH (100%)
EBV Elektronik, Druzba Za Posredovanje        Slovenia         EBV Beteiliguns-Verwaltungs GmbH 100%
D.O.O.
Avnet Kopp (Pty) Limited                      South Africa     Avnet Holding Corporation II-100%
Electrolink (PTY) Ltd                         South Africa     EBV Beteiligungs-Verwaltungs GmbH (100%)
Memec South Africa Pty Limited                South Africa     Avnet, Inc. (100%)
Avnet  Technology  Solutions S.A.             Spain            Avnet Technology Solutions GmbH-Germany -
                                                               100%
Avnet Iberia SA                               Spain            Avnet, Inc.-100%
BFI Optilas SA                                Spain            BFI Optilas International SAS France
                                                               (100%)
Memec Iberica SA                              Spain            Avnet, Inc. (99.999%)
                                                               Roy Stevenson (.001%)
Avnet Nortec AB                               Sweden           Avnet, Inc. (100%)
BFI OPTILAS AB                                Sweden           BFI-Optilas International SAS-(100%)
Memec Sweden AB                               Sweden           Avnet, Inc. (100%)
Avnet AG                                      Switzerland      Avnet, Inc. (99.33%)
                                                               David Birk (.33%)
                                                               Rene Wick (.33%)
Avnet EMG AG                                  Switzerland      Eurotronics B.V (99.7%)
                                                               Dominique de Weck (1 share)
                                                               Robert Zoells (1 share)
                                                               Karl-Heinz Weigl (1 share)
Memec AG (Switzerland)                        Switzerland      Avnet, Inc. (100%)
Memec Inicore AG                              Switzerland      Avnet, Inc. (100%)
Memec Inicore Holding AG                      Switzerland      Avnet, Inc. (100%)
Avnet IP&E Taiwan Ltd.                        Taiwan           Avnet Holding Corporation II (100%)
</TABLE>


                                  Schedule 5.13
                                     Page 7
<PAGE>
<TABLE>
<CAPTION>
                                                 PLACE OF
                    NAME                          INCORP.                      OWNERSHIP
-------------------------------------------   --------------   -----------------------------------------
<S>                                           <C>              <C>
Avnet Logistics U.S., L. P.                   Texas            General Partner:  Avnet Properties
                                                               Corporation
                                                               Limited Partner:  Avnet Logistics Holding
                                                               Corp.
Avnet Technology (Thailand) Co., Ltd.         Thailand         Avnet Holding Corporation II-29,994
                                                               shares (94%)
                                                               Nominee Shareholders:
                                                               Suwit Suwan-1%
                                                               Prapasiri Sattayatham-1%
                                                               Anchale So,boonsuk-.1%
                                                               Suneerat Vivatsiripong-1%
                                                               Chamchumrat Ruksuthee-1%
                                                               Jantana Boonvanichyalert-1%
EBV Elektronik Ticaret Ltd.                   Turkey           EBV Beteiligungs-Verwaltungs GmbH (99.06%)
                                                               EBV Vermogenverwaltungs GmbH (0.94%)
EBV Electronic TOB                            Ukraine          EBV Beteiligungs-Verwaltungs GmbH (99%)
                                                               EBV Vermogenverwaltungs GmbH (1%)
Ambar Cascom Limited                          United Kingdom   Avnet, Inc. (100%)
Ambar Components Limited                      United Kingdom   Avnet, Inc. (100%)
Avnet (Holdings) Limited                      United Kingdom   Electron House (Overseas) Limited-
                                                               23,126,630 shares (100%)
Avnet Corporate Trustee Limited               United Kingdom   Avnet EMG Ltd. (100%)
Avnet EMG Ltd                                 United Kingdom   Avnet (Holdings) Ltd-99%
                                                               Avnet Inc - 1% (attorney-in-fact is David
                                                               R. Birk)
Avnet Technology Solutions Ltd.               United Kingdom   Electron House (Overseas) Ltd.-100%
BFI OPTILAS Limited                           United Kingdom   BFI-Optilas International SAS- (100%)
Curragh Technology Limited                    United Kingdom   Avnet, Inc. (100%)
Electron House (Overseas) Limited             United Kingdom   Avnet, Inc.- 44.45%
                                                               EBV Management GmbH - 55.55%
Insight Technology Limited                    United Kingdom   Avnet, Inc. (100%)
Memec Eire (Holdings) Limited                 United Kingdom   Avnet, Inc. (100%)
Memec Europe Limited                          United Kingdom   Avnet, Inc. (100%)
Memec Group Limited                           United Kingdom   Avnet, Inc. (100%)
Memec Holdings Limited                        United Kingdom   Avnet, Inc. (100%)
Memec Overseas Holdings Limited               United Kingdom   Avnet, Inc. (100%)
Memec UK Limited                              United Kingdom   Avnet, Inc. (100%)
</TABLE>


                                  Schedule 5.13
                                     Page 8
<PAGE>
<TABLE>
<CAPTION>
                                                 PLACE OF
                    NAME                          INCORP.                      OWNERSHIP
-------------------------------------------   --------------   -----------------------------------------
<S>                                           <C>              <C>
Microcall Limited                             United Kingdom   Avnet, Inc. (100%)
Thame Components Limited                      United Kingdom   Avnet, Inc. (100%)
Thame Properties Limited                      United Kingdom   Avnet, Inc. (100%)
Vista Solutions EMEA Limited                  United Kingdom   Avnet, Inc. (100%)
</TABLE>


                                  Schedule 5.13
                                     Page 9
<PAGE>
                                                                   SCHEDULE 7.01

                                 EXISTING LIENS

1. The following subsidiaries have pledged receivables, existing on the Closing
Date and arising from time to time thereafter, to IBM Credit LLC in connection
with the extension, from time to time, of trade payable terms:

     -    Avnet CMG GmbH (Germany)

     -    Avnet International (Canada) Ltd./Avnet International (Canada) Ltee
          (pledge of receivables only from the Avnet Computer Marketing or Avnet
          Applied Computing divisions)

     -    Avnet Applied Computing Limited (UK)

     -    Avnet Computer Marketing Ltd (UK)

2. Avnet, Inc. has granted a security interest to IBM Credit LLC in vendor
credits arising from time to time, which are credits, payments, rebates,
bonuses, discounts or refunds due from International Business Machines
Corporation or any subsidiary of IBM to Avnet, Inc. or Avnet Logistics U.S. L.P.

3. Real Property Mortgages and Similar Interests.

     -    Amounts due to KBC bank of approximately Euro 6.7 million (see
          Schedule 7.03) are secured by the land and building financed by the
          KBC credit facility located at the Tongeren, Belgium warehouse.


                                  Schedule 7.01
                                     Page 1
<PAGE>
                                                                   SCHEDULE 7.03

                              EXISTING INDEBTEDNESS

               See attached chart updated as of October 10, 2005.


                                  Schedule 7.03
                                     Page 1
<PAGE>
                                                                  SCHEDULE 10.02

                         ADMINISTRATIVE AGENT'S OFFICE;
                          CERTAIN ADDRESSES FOR NOTICES

BORROWERS:
Avnet, Inc.
Avnet Logistics U.S., L.P.
2211 South 47th Street
Phoenix, AZ 85034
Attention: Mr. Joseph Burke
Telephone: 480-643-7431
Telecopier: 480-643-7427
Electronic Mail: Joseph.Burke@avnet.com
Website Address: www.avnet.com

ADMINISTRATIVE AGENT:

Administrative Agent's Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.
GCIB Agency Services
1850 Gateway Blvd.
Mail Code: CA4-706-05-09
Concord, CA 94520-3282
Attention: Brian Graybill
Telephone: 925-675-8414
Facsimile: 888-969-9147
Electronic Mail: brian.graybill@bankofamerica.com

Account No. (for Dollars): 3750836479
Ref: Avnet, Inc.
ABA# 111000012

Bank of America, London, England
London, England
Account No. (for Euro): 65280019
Ref: Avnet, Inc., Attn: Credit Services
Swift Address: BOFAGB22


                                 Schedule 10.02
                                     Page 1
<PAGE>
Bank of America (Sort code 16-50-50): London
London, England
Account No. (for Sterling): 65280027
Ref: Avnet, Inc., Attn: Credit Services
Swift Address: BOFAGB22

Bank of America Australia Ltd: Sydney
Account No. (for Australian Dollars): 520190661017
Ref: Avnet, Inc.
Swift Address: BOFAAUSX

Bank of America: Hong Kong
Account No. (for Hong Kong Dollars): 605590551013
Ref: Avnet, Inc.
Swift Address: BOFAHKHX

Bank of America: Tokyo
Account No. (for Yen): 606490661046
Ref: Avnet, Inc.
Swift Address: BOFAJPJX

Bank of America: Singapore
Account No. (for Singapore Dollars): 621290661054
Ref: Avnet, Inc.
Swift Address: BOFASG2X

Other Notices as Administrative Agent:

Bank of America, N.A.
GCIB Agency Management
1455 Market Street, 5th Floor
Mail Code: CA5-701-05-19
San Francisco, CA 94103
Attention: Robert J. Rittelmeyer
Telephone: 415-436-2616
Facsimile: 415-503-5099
Electronic Mail: robert.j.rittelmeyer@bankofamerica.com


                                 Schedule 10.02
                                     Page 2
<PAGE>
L/C ISSUER:

Bank of America, N.A.
Trade Operations-Los Angeles #22621
333 S. Beaudry Avenue, 19th Floor
Mail Code: CA9-703-19-23
Los Angeles, CA 90017-1466
Attention: Sandra Leon
           Vice President
Telephone: 213-345-5231
Telecopier: 213-345-6694
Electronic Mail: Sandra.Leon@bankofamerica.com

SWING LINE LENDER:

Bank of America, N.A.
GCIB Agency Services
1850 Gateway Blvd.
Mail Code: CA4-706-05-09
Concord, CA 94520-3282
Attention: Brian Graybill
Telephone: 925-675-8414
Facsimile: 888-969-9147
Electronic Mail: brian.graybill@bankofamerica.com
Account No.: 3750836479
Ref: Avnet, Inc.
ABA# 111000012


                                 Schedule 10.02
                                     Page 3
<PAGE>
                                                                       EXHIBIT A

                          FORM OF COMMITTED LOAN NOTICE

                                                         Date: __________, _____

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Credit Agreement,
dated as of October 13, 2005 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among Avnet Inc., a New
York corporation (the "Company"), Avnet Logistics U.S., L.P., a Texas limited
partnership, the other Designated Borrowers from time to time party thereto, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

     The Company hereby requests, on behalf of itself or, if applicable, the
Designated Borrower referenced in item 6 below (the "Applicable Designated
Borrower") (select one):

     [ ]  A Borrowing of Committed Loans [ ] A conversion or continuation of
                                             Loans

     1. On _________________________________ (a Business Day).

     2. In the amount of ____________________________________.

     3. Comprised of ______________________________________.
                       [Type of Committed Loan requested]

     4. In the following currency: ______________________________

     5. For Eurocurrency Rate Loans: with an Interest Period of __________
months.

     6. On behalf of ____________________________ [insert name of applicable
Designated Borrower].

     The Committed Borrowing requested herein complies with the provisos to the
first sentence of Section 2.01 of the Agreement.

     [THE APPLICABLE DESIGNATED BORROWER [IS] [IS NOT] A FOREIGN OBLIGOR](1).
[AN OPINION OF SPECIAL AND LOCAL COUNSEL SATISFACTORY TO THE ADMINISTRATIVE
AGENT [HAS] [HAS NOT] BEEN DELIVERED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH SECTION 2.14 OF THE CREDIT AGREEMENT. AS SHOWN ON SCHEDULE I, NO ADDITIONAL
OPINION OF COUNSEL IS REQUIRED UNDER SECTION 2.14 AS A CONDITION TO THE
COMMITTED BORROWING REQUESTED HEREBY. THE INFORMATION SET FORTH IN SCHEDULE I IS
TRUE AND ACCURATE ON AND AS OF THE DATE OF THIS NOTICE.](2)

                                        AVNET, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

----------
(1)  Use if an Applicable Designated Borrower is identified in item 6 above.

(2)  Use if Applicable Designated Borrower is a Foreign Obligor.


                                      A - 1
                          Form of Committed Loan Notice
<PAGE>
                       SCHEDULE I TO COMMITTED LOAN NOTICE

          [USE IF APPLICABLE DESIGNATED BORROWER IS A FOREIGN OBLIGOR.]

<TABLE>
<S>                                                            <C>
A.   Applicable Designated Borrower

1.   Outstanding Credit Extensions to Applicable Designated
     Borrower                                                  $_______________

2.   Amount of Credit Extension requested hereby               $_______________

3.   Additional Credit Extensions available to Applicable
     Designated Borrower                                       $_______________

4.   Lines A.1 + 2 + 3                                         $_______________

B.   Foreign Obligors

1.   Outstanding Credit Extensions to all Foreign Obligors *   $_______________

2.   Amount of Credit Extension requested hereby (line A.2
     above)                                                    $_______________

3.   Additional Credit Extensions available to all Foreign
     Obligors*                                                 $_______________

4.   Lines B.1 + 2 + 3                                         $_______________

C.   Legal Opinion with respect to Applicable Designated
     Borrower has been delivered to Administrative Agent.      [Yes] [No]
</TABLE>

----------
*    Including Applicable Designated Borrower


                                      A - 2
                          Form of Committed Loan Notice
<PAGE>
                                                                       EXHIBIT B

                         FORM OF SWING LINE LOAN NOTICE

                                                         Date: __________, _____

To: Bank of America, N.A., as Swing Line Lender
    Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Credit Agreement,
dated as of October 13, 2005 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among Avnet, Inc., a New
York corporation (the "Company"), Avnet Logistics U.S., L.P., a Texas limited
partnership, the other Designated Borrowers from time to time party thereto, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

     The undersigned hereby requests a Swing Line Loan:

     1.   On ______________________________ (a Business Day).

     2.   In the amount of $___________________.

     The Swing Line Borrowing requested herein complies with the requirements of
the provisos to the first sentence of Section 2.04(a) of the Agreement.

     [THE APPLICABLE DESIGNATED BORROWER [IS] [IS NOT] A FOREIGN OBLIGOR.](1)
[AN OPINION OF SPECIAL AND LOCAL COUNSEL SATISFACTORY TO THE ADMINISTRATIVE
AGENT [HAS] [HAS NOT] BEEN DELIVERED TO THE ADMINISTRATIVE AGENT IN ACCORDANCE
WITH SECTION 2.14 OF THE CREDIT AGREEMENT. AS SHOWN ON SCHEDULE I, NO ADDITIONAL
OPINION OF COUNSEL IS REQUIRED UNDER SECTION 2.14 AS A CONDITION TO THE
COMMITTED BORROWING REQUESTED HEREBY. THE INFORMATION SET FORTH IN SCHEDULE I IS
TRUE AND ACCURATE ON AND AS OF THE DATE OF THIS NOTICE.](2)

                                        AVNET, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

----------
(1)  Use if an Applicable Designated Borrower is identified in item 6 above.

(2)  Use if Applicable Designated Borrower is a Foreign Obligor.


                                      B - 1
                         Form of Swing Line Loan Notice
<PAGE>
                      SCHEDULE I TO SWING LINE LOAN NOTICE

          [USE IF APPLICABLE DESIGNATED BORROWER IS A FOREIGN OBLIGOR.]

<TABLE>
<S>                                                            <C>
A.   Applicable Designated Borrower

1.   Outstanding Credit Extensions to Applicable Designated
     Borrower                                                  $_______________

2.   Amount of Credit Extension requested hereby               $_______________

3.   Additional Credit Extensions available to Applicable
     Designated Borrower                                       $_______________

4.   Lines A.1 + 2 + 3                                         $_______________

B.   All Foreign Obligors

1.   Outstanding Credit Extensions to all Foreign Obligors *   $_______________

2.   Amount of Credit Extension requested hereby (line A.2
     above)                                                    $_______________

3.   Additional Credit Extensions available to all Foreign
     Obligors*                                                 $_______________

4.   Lines B.1 + 2 + 3                                         $_______________

C.   Legal Opinion with respect to Applicable Designated
     Borrower has been delivered to Administrative Agent.      [Yes] [No]
</TABLE>

----------
*    Including Applicable Designated Borrower


                                      B - 2
                         Form of Swing Line Loan Notice
<PAGE>
                                                                       EXHIBIT C

                                  FORM OF NOTE

                                                               _________________

     FOR VALUE RECEIVED, the undersigned (the "Borrower") hereby promises to pay
to _____________________ or registered assigns (the "Lender"), in accordance
with the provisions of the Agreement (as hereinafter defined), the principal
amount of each Loan from time to time made by the Lender to the Borrower under
that certain Amended and Restated Credit Agreement, dated as of October 13, 2005
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the "Agreement;" the terms defined therein being used herein
as therein defined), among Avnet, Inc., Avnet Logistics U.S., L.P., the other
Designated Borrowers from time to time party thereto, the Lenders from time to
time party thereto, and Bank of America, N.A., as Administrative Agent, L/C
Issuer and Swing Line Lender.

     The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates and at such times as provided in the Agreement.
Except as otherwise provided in Section 2.04(f) of the Agreement with respect to
Swing Line Loans, all payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in the currency in which such
Committed Loan was denominated and in Same Day Funds at the Administrative
Agent's Office for such currency. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from
the due date thereof until the date of actual payment (and before as well as
after judgment) computed at the per annum rate set forth in the Agreement.

     This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and may be prepaid in whole or in part subject to the terms
and conditions provided therein. This Note is also entitled to the benefits of
the Guaranty. Upon the occurrence and continuation of one or more of the Events
of Default specified in the Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable all as
provided in the Agreement. Loans made by the Lender shall be evidenced by one or
more loan accounts or records maintained by the Lender in the ordinary course of
business. The Lender may also attach schedules to this Note and endorse thereon
the date, amount, currency and maturity of its Loans and payments with respect
thereto.

     The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.


                                      C - 1
                                  Form of Note
<PAGE>
     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

                                        [AVNET, INC.]
                                        [AVNET LOGISTICS U.S., L.P.]
                                        OR
                                        [APPLICABLE DESIGNATED BORROWER]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      C - 2
                                  Form of Note
<PAGE>
                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                               AMOUNT OF      OUTSTANDING
                           CURRENCY AND                       PRINCIPAL OR     PRINCIPAL
           TYPE OF LOAN   AMOUNT OF LOAN   END OF INTEREST   INTEREST PAID   BALANCE THIS   NOTATION MADE
  DATE         MADE            MADE             PERIOD         THIS DATE         DATE             BY
--------   ------------   --------------   ---------------   -------------   ------------   -------------
<S>        <C>            <C>              <C>               <C>             <C>            <C>
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
________     ________        ________          ________         ________       ________        ________
</TABLE>


                                      C - 3
                                  Form of Note
<PAGE>
                                                                       EXHIBIT D

                         FORM OF COMPLIANCE CERTIFICATE

                                Financial Statement Date: _______________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain Amended and Restated Credit Agreement,
dated as of October 13, 2005 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined), among Avnet, Inc., a New
York corporation (the "Company"), Avnet Logistics U.S., L.P., a Texas limited
partnership, the other Designated Borrowers from time to time party thereto, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

     The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the of the Company, and that, as such, he/she is authorized to
execute and deliver this Certificate to the Administrative Agent on the behalf
of the Company, and that:

      [Use following paragraph 1 for fiscal YEAR-END financial statements]

     1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Company ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

     [Use following paragraph 1 for fiscal QUARTER-END financial statements]

     1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Company ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of the Company and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Company during the accounting period covered by the attached financial
statements.

     3. A review of the activities of the Company during the fiscal period
covered by the financial statements attached as Schedule 1 hereto has been made
under the supervision of the undersigned with a view to determining whether any
Default or Event of Default occurred during such fiscal period. To the best
knowledge of the undersigned after making such review,


                                      D - 1
                         Form of Compliance Certificate
<PAGE>
                                  [SELECT ONE:]

     [NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED (WHETHER DURING SUCH FISCAL
PERIOD OR OTHERWISE) AND IS CONTINUING ON THE DATE HEREOF.]

                                      -OR-

     [THE FOLLOWING IS A LIST OF EACH DEFAULT OR EVENT OF DEFAULT THAT HAS
OCCURRED (WHETHER DURING SUCH FISCAL PERIOD OR OTHERWISE) AND IS CONTINUING ON
THE DATE HEREOF AND, IN EACH CASE, THE NATURE AND STATUS OF SUCH DEFAULT OR
EVENT OF DEFAULT:]

     4. The financial covenant analyses and information set forth on Schedule 2
attached hereto are true and accurate on and as of the Financial Statement Date.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_______________, _____.

                                        AVNET, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      D - 2
                         Form of Compliance Certificate
<PAGE>
                For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

I.   SECTION 7.11(a) - CONSOLIDATED INTEREST COVERAGE RATIO.

     A.   Consolidated EBITDA for four consecutive fiscal quarters
          ending on above date ("Subject Period"):

          1.   Consolidated Net Income for Subject Period:            $_________

          2.   Consolidated Interest Charges(1) for Subject Period:   $_________

          3.   Provision for income taxes for Subject Period:         $_________

          4.   Depreciation and amortization expenses for Subject
               Period:                                                $_________

          5.   Non-cash or non-recurring reductions of Consolidated
               Net Income for Subject Period:                         $_________

          6.   Non-cash additions to Consolidated Net Income for
               Subject Period:                                        $_________

          7.   Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 - 6): $_________

     B.   Consolidated Interest Charges(1) for Subject Period:        $_________

     C.   Consolidated Interest Coverage Ratio
          (Line I.A.7 / Line I.B):                                    _____ to 1

     Minimum required: See Section 7.11(a).

II.  SECTION 7.11(b) - CONSOLIDATED LEVERAGE RATIO.

     A.   Consolidated Funded Indebtedness at Statement Date:         $_________

     B.   Consolidated EBITDA for Subject Period (Line I.A.7 above):  $_________

     C.   Consolidated Leverage Ratio (Line II.A / Line II.B):        _____ to 1

     Maximum permitted: See Section 7.11(b).

----------
(1)  Consolidated Interest Charges are not reduced by interest income.


                                      D - 3
                         Form of Compliance Certificate
<PAGE>
               For the Quarter/Year ended ___________________ ("Statement Date")

                                   SCHEDULE 3
                          to the Compliance Certificate
                                  ($ in 000's)

                               CONSOLIDATED EBITDA
            (in accordance with the definition of Consolidated EBITDA
                         as set forth in the Agreement)

<TABLE>
<CAPTION>
                                                                          Twelve
CONSOLIDATED                      Quarter   Quarter   Quarter   Quarter   Months
EBITDA                             Ended     Ended     Ended     Ended     Ended
------------                      -------   -------   -------   -------   ------
<S>                               <C>       <C>       <C>       <C>       <C>
Consolidated
Net Income
+ Consolidated Interest Charges
+ income taxes
+ depreciation and
  amortization expenses
+ non-cash or non-recurring
  expenses
- non-cash income
= Consolidated EBITDA
</TABLE>


                                      D - 4
                         Form of Compliance Certificate
<PAGE>
                                                                       EXHIBIT E

                            ASSIGNMENT AND ASSUMPTION

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

     For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations as a Lender under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the amount
and percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including, without limitation, the Letters of Credit and the Swing Line Loans
included in such facilities) and (ii) to the extent permitted to be assigned
under applicable law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as, the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1.   Assignor: ______________________________

2.   Assignee: ______________________________ [and is an Affiliate/Approved Fund
     of [identify Lender]]

3.   Borrower(s): Avnet, Inc.

                  Avnet Logistics U.S., L.P.

                  [ADD OTHER DESIGNATED BORROWERS IF APPLICABLE]

4.   Administrative Agent: Bank of America, N.A., as the administrative agent
     under the Credit Agreement


                                      E - 1
                        Form of Assignment and Assumption
<PAGE>
5.   Credit Agreement: Amended and Restated Credit Agreement, dated as of
     October 13, 2005, among Avnet, Inc., Avnet Logistics U.S., L.P., the other
     Designated Borrowers from time to time party thereto, the Lenders from time
     to time party thereto, and Bank of America, N.A., as Administrative Agent,
     L/C Issuer and Swing Line Lender

6.   Assigned Interest:

<TABLE>
<CAPTION>
      Aggregate           Amount of        Percentage
Amount of Commitment      Commitment       Assigned of
   for all Lenders         Assigned        Commitment     CUSIP Number
--------------------   ---------------   --------------   ------------
<S>                    <C>               <C>              <C>
   $______________     $______________   ______________%
   $______________     $______________   ______________%
   $______________     $______________   ______________%
</TABLE>

[7.  Trade Date: __________________]

     Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE
     AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN
     THE REGISTER THEREFOR.]

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

                                        ASSIGNOR
                                        [NAME OF ASSIGNOR]


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        ASSIGNEE
                                        [NAME OF ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                      E - 2
                        Form of Assignment and Assumption
<PAGE>
[Consented to and] Accepted:

BANK OF AMERICA, N.A., as
   Administrative Agent [, L/C Issuer and Swing Line Lender]


By:
    ---------------------------------
Title:
       ------------------------------

[Consented to:


AVNET, INC.


By:
    ---------------------------------
Title:]


                                      E - 3
                        Form of Assignment and Assumption
<PAGE>
                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

                        STANDARD TERMS AND CONDITIONS FOR

                            ASSIGNMENT AND ASSUMPTION

          1.   Representations and Warranties.

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

          1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv)
it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 6.01(a) or (b)
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is a
Foreign Lender, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

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


                                      E - 4
                        Form of Assignment and Assumption
<PAGE>
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

          3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.


                                      E - 5
                        Form of Assignment and Assumption
<PAGE>
                                                                       EXHIBIT F

                                FORM OF GUARANTY

     THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this "Guaranty Agreement"),
dated as of October 13, 2005, is made by AVNET, INC., a New York corporation
(the "Guarantor"), to BANK OF AMERICA, N.A., a national banking association
organized and existing under the laws of the United States, as administrative
agent under the Credit Agreement defined below (in such capacity, the
"Administrative Agent"), each of the lenders now or hereafter party to the
Credit Agreement defined below (each, a "Lender" and, collectively, the
"Lenders" and, together with the Administrative Agent, collectively, the
"Secured Parties" and each a "Secured Party"). All capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to such terms in
the Credit Agreement.

                                   WITNESSETH:

     WHEREAS, the Guarantor, AVNET LOGISTICS U.S., L.P., a Texas limited
partnership ("Logistics"), the lenders party thereto and the Administrative
Agent entered into a Credit Agreement dated as of June 7, 2004 (the "Existing
Credit Agreement"), pursuant to which such lenders have made available to the
Borrowers a revolving credit facility, with swingline, letter of credit and
multicurrency subfacilities;

     WHEREAS, the Guarantor has guaranteed the obligations of Logistics under
the Existing Credit Agreement pursuant to a Guaranty Agreement dated as of June
7, 2004 (the "Existing Guaranty");

     WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent amend and restate the Existing Credit Agreement by entering
into an Amended and Restated Credit Agreement dated as of October 13, 2005 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement");

     WHEREAS, the execution and delivery of this Guaranty Agreement is a
condition precedent to the effectiveness of the Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree that the Existing Guaranty is hereby
amended and restated as this Guaranty Agreement with the effect that the
Existing Guaranty, as so amended and restated, is hereby continued into this
Guaranty Agreement, and this Guaranty Agreement shall constitute neither a
release nor novation of any obligation arising under the Existing Guaranty, and
the obligations in effect under the Existing Guaranty shall continue in effect
on the terms hereof, including amendment and expansion of the obligations
guaranteed by the Existing Guaranty to include the obligations and liabilities
of the Borrowers under the Credit Agreement, all as follows:

     1. GUARANTY. The Guarantor hereby confirms its payment and performance
obligations under the Existing Guaranty and unconditionally, absolutely,
continually and


                                      F - 1
                                Form of Guaranty
<PAGE>
irrevocably guarantees to each Secured Party the payment and performance in full
of the Guaranteed Liabilities (as defined below). For all purposes of this
Guaranty Agreement, "Guaranteed Liabilities" means: (a) each Designated
Borrower's prompt payment in full, when due or declared due and at all such
times, of all Obligations and all other amounts pursuant to the terms of the
Credit Agreement, the Notes, and all other Loan Documents heretofore, now or at
any time or times hereafter owing, arising, due or payable from such Designated
Borrower to any one or more of the Secured Parties, including principal,
interest, premiums and fees (including, but not limited to, loan fees and fees
and expenses of counsel); and (b) each Designated Borrower's prompt, full and
faithful performance, observance and discharge of each and every agreement,
undertaking, covenant and provision to be performed, observed or discharged by
such Designated Borrower under the Credit Agreement, the Notes and all other
Loan Documents. The Guarantor's obligations to the Secured Parties under this
Guaranty Agreement are hereinafter collectively referred to as the "Guarantor's
Obligations".

     The Guarantor agrees that it is directly and primarily liable for the
     Guaranteed Liabilities.

     2. PAYMENT. If any Designated Borrower shall default in payment or
performance of any of the Guaranteed Liabilities, whether principal, interest,
premium, fee (including, but not limited to, loan fees and fees and expenses of
counsel), or otherwise, when and as the same shall become due, and after
expiration of any applicable grace period, whether according to the terms of the
Credit Agreement, by acceleration, or otherwise, or upon the occurrence and
during the continuance of any Event of Default under the Credit Agreement, then
the Guarantor will, upon demand by the Administrative Agent, fully pay to the
Administrative Agent, for the benefit of the Secured Parties, an amount equal to
all the Guaranteed Liabilities then due and owing.

     3. ABSOLUTE RIGHTS AND OBLIGATIONS. This is a guaranty of payment and not
of collection. The Guarantor's Obligations under this Guaranty Agreement shall
be absolute and unconditional irrespective of, and the Guarantor hereby
expressly waives, to the extent permitted by law, any defense to its obligations
under this Guaranty Agreement by reason of:

          (a) any lack of legality, validity or enforceability of the Credit
     Agreement, of any of the Notes, of any other Loan Document, or of any other
     agreement or instrument creating, providing security for, or otherwise
     relating to any of the Guarantor's Obligations, any of the Guaranteed
     Liabilities, or any other guaranty of any of the Guaranteed Liabilities
     (the Loan Documents and all such other agreements and instruments being
     collectively referred to as the "Related Agreements");

          (b) any action taken under any of the Related Agreements, any exercise
     of any right or power therein conferred, any failure or omission to enforce
     any right conferred thereby, or any waiver of any covenant or condition
     therein provided;

          (c) any acceleration of the maturity of any of the Guaranteed
     Liabilities or of any other obligations or liabilities of any Person under
     any of the Related Agreements;


                                      F - 2
                                Form of Guaranty
<PAGE>
          (d) any release, exchange, non-perfection, lapse in perfection,
     disposal, deterioration in value, or impairment of any security for any of
     the Guaranteed Liabilities, for any of the Guarantor's Obligations, or for
     any other obligations or liabilities of any Person under any of the Related
     Agreements;

          (e) any dissolution of any Designated Borrower or any other party to a
     Related Agreement, or the combination or consolidation of any Designated
     Borrower or any other party to a Related Agreement into or with another
     entity or any transfer or disposition of any assets of any Designated
     Borrower or any other party to a Related Agreement;

          (f) any extension (including without limitation extensions of time for
     payment), renewal, amendment, restructuring or restatement of, any
     acceptance of late or partial payments under, or any change in the amount
     of any borrowings or any credit facilities available under, the Credit
     Agreement, any of the Notes or any other Loan Document or any other Related
     Agreement, in whole or in part;

          (g) the existence, addition, modification, termination, reduction or
     impairment of value, or release of any other guaranty (or security
     therefor) of the Guaranteed Liabilities (including without limitation
     obligations arising under any other guaranty now or hereafter in effect);

          (h) any waiver of, forbearance or indulgence under, or other consent
     to any change in or departure from any term or provision contained in the
     Credit Agreement, any other Loan Document or any other Related Agreement,
     including without limitation any term pertaining to the payment or
     performance of any of the Guaranteed Liabilities or any of the obligations
     or liabilities of any party to any other Related Agreement;

          (i) any other circumstance whatsoever (with or without notice to or
     knowledge of the Guarantor) which may or might in any manner or to any
     extent vary the risks of the Guarantor, or might otherwise constitute a
     legal or equitable defense available to, or discharge of, a surety or a
     guarantor, including without limitation any right to require or claim that
     resort be had to any Designated Borrower or to any collateral in respect of
     the Guaranteed Liabilities or Guarantor's Obligations.

It is the express purpose and intent of the parties hereto that this Guaranty
Agreement and the Guarantor's Obligations hereunder shall be absolute and
unconditional under any and all circumstances and shall not be discharged except
by payment as herein provided.

     4. CURRENCY AND FUNDS OF PAYMENT. All Guarantor's Obligations will be paid
in lawful currency of the United States of America and in immediately available
funds, regardless of any law, regulation or decree now or hereafter in effect
that might in any manner affect the Guaranteed Liabilities, or the rights of any
Secured Party with respect thereto as against any Designated Borrower, or cause
or permit to be invoked any alteration in the time, amount or manner of payment
by any Designated Borrower of any or all of the Guaranteed Liabilities.


                                      F - 3
                                Form of Guaranty
<PAGE>
     5. EVENTS OF DEFAULT. Without limiting the provisions of Section 2 hereof,
in the event that there shall occur and be continuing an Event of Default, then
notwithstanding any collateral or other security or credit support for the
Guaranteed Liabilities, at the Administrative Agent's election and without
notice thereof or demand therefor, the Guarantor's Obligations shall immediately
be and become due and payable.

     6. SUITS. The Guarantor from time to time shall pay to the Administrative
Agent for the benefit of the Secured Parties, on demand, at the Administrative
Agent's place of business set forth in the Credit Agreement or such other
address as the Administrative Agent shall give notice of to the Guarantor, the
Guarantor's Obligations as they become or are declared due, and in the event
such payment is not made forthwith, the Administrative Agent may proceed to suit
against the Guarantor. At the Administrative Agent's election, one or more and
successive or concurrent suits may be brought hereon by the Administrative Agent
against the Guarantor, whether or not suit has been commenced against any
Designated Borrower or any other Person and whether or not the Secured Parties
have taken or failed to take any other action to collect all or any portion of
the Guaranteed Liabilities or have taken or failed to take any actions against
any collateral securing payment or performance of all or any portion of the
Guaranteed Liabilities, and irrespective of any event, occurrence, or condition
described in Section 3 hereof.

     7. SET-OFF AND WAIVER. The Guarantor waives any right to assert against any
Secured Party as a defense, counterclaim, set-off, recoupment or cross claim in
respect of its Guarantor's Obligations, any defense (legal or equitable) or
other claim which the Guarantor may now or at any time hereafter have against
any Designated Borrower or any or all of the Secured Parties without waiving any
additional defenses, set-offs, counterclaims or other claims otherwise available
to the Guarantor. The Guarantor agrees that each Secured Party shall have a lien
for all the Guarantor's Obligations upon all deposits or deposit accounts, of
any kind, or any interest in any deposits or deposit accounts, now or hereafter
pledged, mortgaged, transferred or assigned to such Secured Party or otherwise
in the possession or control of such Secured Party for any purpose (other than
solely for safekeeping) for the account or benefit of the Guarantor, including
any balance of any deposit account or of any credit of the Guarantor with the
Secured Party, whether now existing or hereafter established, and hereby
authorizes each Secured Party from and after the occurrence of an Event of
Default at any time or times with or without prior notice to apply such balances
or any part thereof to such of the Guarantor's Obligations to the Secured
Parties then due and in such amounts as provided for in the Credit Agreement or
otherwise as they may elect. For the purposes of this Section 7, all remittances
and property shall be deemed to be in the possession of a Secured Party as soon
as the same may be put in transit to it by mail or carrier or by other bailee.

     8. WAIVER OF NOTICE; SUBROGATION.

          (a) The Guarantor hereby waives to the extent permitted by law notice
     of the following events or occurrences: (i) acceptance of this Guaranty
     Agreement; (ii) the Lenders' heretofore, now or from time to time hereafter
     making Loans and issuing Letters of Credit and otherwise loaning monies or
     giving or extending credit to or for the benefit of any Designated Borrower
     or otherwise entering into arrangements with any Designated Borrower giving
     rise to Guaranteed Liabilities, whether pursuant to the Credit


                                      F - 4
                                Form of Guaranty
<PAGE>
     Agreement or the Notes or any other Loan Document or Related Agreement or
     any amendments, modifications, or supplements thereto, or replacements or
     extensions thereof; (iii) presentment, demand, default, non-payment,
     partial payment and protest; and (iv) any other event, condition, or
     occurrence described in Section 3 hereof. The Guarantor agrees that each
     Secured Party may heretofore, now or at any time hereafter do any or all of
     the foregoing in such manner, upon such terms and at such times as each
     Secured Party, in its sole and absolute discretion, deems advisable,
     without in any way or respect impairing, affecting, reducing or releasing
     the Guarantor from the Guarantor's Obligations, and the Guarantor hereby
     consents to each and all of the foregoing events or occurrences.

          (b) The Guarantor hereby agrees that payment or performance by the
     Guarantor of its Guarantor's Obligations under this Guaranty Agreement may
     be enforced by the Administrative Agent on behalf of the Secured Parties
     upon demand by the Administrative Agent to the Guarantor without the
     Administrative Agent being required, the Guarantor expressly waiving to the
     extent permitted by law any right it may have to require the Administrative
     Agent, to (i) prosecute collection or seek to enforce or resort to any
     remedies against any Designated Borrower or any other guarantor of the
     Guaranteed Liabilities, or (ii) seek to enforce or resort to any remedies
     with respect to any security interests, Liens or encumbrances granted to
     the Administrative Agent or any Lender or other party to a Related
     Agreement by any Designated Borrower or any other Person on account of the
     Guaranteed Liabilities or any guaranty thereof, IT BEING EXPRESSLY
     UNDERSTOOD, ACKNOWLEDGED AND AGREED TO BY THE GUARANTOR THAT DEMAND UNDER
     THIS GUARANTY AGREEMENT MAY BE MADE BY THE ADMINISTRATIVE AGENT, AND THE
     PROVISIONS HEREOF ENFORCED BY THE ADMINISTRATIVE AGENT, EFFECTIVE AS OF THE
     FIRST DATE ANY EVENT OF DEFAULT OCCURS AND IS CONTINUING UNDER THE CREDIT
     AGREEMENT.

          (c) The Guarantor further agrees with respect to this Guaranty
     Agreement that it shall have no right of subrogation, reimbursement,
     contribution or indemnity, nor any right of recourse to security for the
     Guaranteed Liabilities unless and until 93 days immediately following the
     Facility Termination Date (as defined below) shall have elapsed without the
     filing or commencement, by or against any Designated Borrower, of any state
     or federal action, suit, petition or proceeding seeking any reorganization,
     liquidation or other relief or arrangement in respect of creditors of, or
     the appointment of a receiver, liquidator, trustee or conservator in
     respect to, such Designated Borrower or its assets. This waiver is
     expressly intended to prevent the existence of any claim in respect to such
     subrogation, reimbursement, contribution or indemnity by the Guarantor
     against the estate of any Designated Borrower within the meaning of Section
     101 of the Bankruptcy Code in the event of a subsequent case involving any
     Designated Borrower. If an amount shall be paid to the Guarantor on account
     of such rights at any time prior to termination of this Guaranty Agreement
     in accordance with the provisions of Section 20 hereof, such amount shall
     be held in trust for the benefit of the Secured Parties and shall forthwith
     be paid to the Administrative Agent, for the benefit of the Secured
     Parties, to be credited and applied upon the Guarantor's Obligations,
     whether matured or unmatured, in


                                      F - 5
                                Form of Guaranty
<PAGE>
     accordance with the terms of the Credit Agreement or otherwise as the
     Secured Parties may elect. The agreements in this subsection shall survive
     repayment of all of the Guarantor's Obligations, the termination or
     expiration of this Guaranty Agreement in any manner, including but not
     limited to termination in accordance with Section 20 hereof, and occurrence
     of the Facility Termination Date. For purposes of this Guaranty Agreement,
     "Facility Termination Date" means the date as of which all of the following
     shall have occurred: (a) each Borrower shall have permanently terminated
     the credit facilities under the Loan Documents by final payment in full of
     all Outstanding Amounts, together with all accrued and unpaid interest and
     fees thereon, other than (i) the undrawn portion of Letters of Credit and
     (ii) all letter of credit fees relating thereto accruing after such date
     (which fees shall be payable solely for the account of the L/C Issuer and
     shall be computed (based on interest rates and the Applicable Rate then in
     effect) on such undrawn amounts to the respective expiry dates of the
     Letters of Credit), in each case as have been fully Cash Collateralized or
     as to which other arrangements with respect thereto satisfactory to the
     Administrative Agent and the L/C Issuer shall have been made; (b) all
     Commitments shall have terminated or expired; and (c) each Borrower shall
     have fully, finally and irrevocably paid and satisfied in full all of its
     obligations and liabilities arising under the Loan Documents, including,
     with respect to each Borrower, the Obligations of such Borrower (except for
     future obligations consisting of continuing indemnities and other
     contingent Obligations that may be owing to any Agent-Related Person or any
     Lender pursuant to the Loan Documents and expressly survive termination of
     the Credit Agreement or any other Loan Document).

     9. EFFECTIVENESS; ENFORCEABILITY. This Guaranty Agreement shall be
effective as of the date first above written and shall continue in full force
and effect until termination in accordance with Section 20 hereof. Any claim or
claims that the Secured Parties may at any time hereafter have against a
Guarantor under this Guaranty Agreement may be asserted by the Administrative
Agent on behalf of the Secured Parties by written notice directed to the
Guarantor in accordance with Section 22 hereof.

     10. REPRESENTATIONS AND WARRANTIES. The Guarantor warrants and represents
to the Administrative Agent, for the benefit of the Secured Parties, that it is
duly authorized to execute and deliver this Guaranty Agreement, and to perform
its obligations under this Guaranty Agreement, that this Guaranty Agreement has
been duly executed and delivered on behalf of the Guarantor by its duly
authorized representatives; that this Guaranty Agreement is legal, valid,
binding and enforceable against the Guarantor in accordance with its terms
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles; and that the
Guarantor's execution, delivery and performance of this Guaranty Agreement do
not violate or constitute a breach of any of its Organization Documents, any
agreement or instrument to which the Guarantor is a party, or any law, order,
regulation, decree or award of any governmental authority or arbitral body to
which it or its properties or operations is subject.

     11. EXPENSES. The Guarantor agrees to be liable for the payment of all
reasonable fees and expenses, including fees and expenses of counsel, incurred
by any Secured Party in connection with the enforcement of this Guaranty
Agreement, whether or not suit be brought.


                                      F - 6
                                Form of Guaranty
<PAGE>
     12. REINSTATEMENT. The Guarantor agrees that this Guaranty Agreement shall
continue to be effective or be reinstated, as the case may be, at any time
payment received by any Secured Party in respect of any Guaranteed Liabilities
is rescinded or must be restored for any reason, or is repaid by any Secured
Party in whole or in part in good faith settlement of any pending or threatened
avoidance claim.

     13. ATTORNEY-IN-FACT. To the extent permitted by law, the Guarantor hereby
appoints the Administrative Agent, for the benefit of the Secured Parties, as
the Guarantor's attorney-in-fact for the purposes of carrying out the provisions
of this Guaranty Agreement and taking any action and executing any instrument
which the Administrative Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment is coupled with an interest and is
irrevocable; provided, that the Administrative Agent shall have and may exercise
rights under this power of attorney only upon the occurrence and during the
continuance of an Event of Default.

     14. RULES OF INTERPRETATION. The rules of interpretation contained in
Section 1.02 of the Credit Agreement shall be applicable to this Guaranty
Agreement and are hereby incorporated by reference. All representations and
warranties contained herein shall survive the delivery of documents and any
extension of credit referred to herein or guaranteed hereby.

     15. ENTIRE AGREEMENT. This Guaranty Agreement, together with the Credit
Agreement and other Loan Documents, constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior negotiations, agreements, understandings,
inducements, commitments or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and supersede any
course of performance or usage of the trade inconsistent with any of the terms
hereof. Except as provided in Section 20, neither this Guaranty Agreement nor
any portion or provision hereof or thereof may be changed, altered, modified,
supplemented, discharged, canceled, terminated, or amended orally or in any
manner other than as provided in the Credit Agreement.

     16. BINDING AGREEMENT; ASSIGNMENT. This Guaranty Agreement and the terms,
covenants and conditions hereof and thereof, shall be binding upon and inure to
the benefit of the parties hereto and thereto, and to their respective heirs,
legal representatives, successors and assigns; provided, however, that the
Guarantor shall not be permitted to assign any of its rights, powers, duties or
obligations under this Guaranty Agreement or any other interest herein or
therein without the prior written consent of the Administrative Agent. Without
limiting the generality of the foregoing sentence of this Section 16, any Lender
may assign to one or more Persons, or grant to one or more Persons
participations in or to, all or any part of its rights and obligations under the
Credit Agreement (to the extent permitted by the Credit Agreement); and to the
extent of any such assignment or participation such other Person shall, to the
fullest extent permitted by law, thereupon become vested with all the benefits
in respect thereof granted to such Lender herein or otherwise, subject however,
to the provisions of the Credit Agreement, including Article IX thereof
(concerning the Administrative Agent) and Section 10.06 thereof


                                      F - 7
                                Form of Guaranty
<PAGE>
concerning assignments and participations. All references herein to the
Administrative Agent shall include any successor thereof.

     17. [INTENTIONALLY OMITTED].

     18. SEVERABILITY. The provisions of this Guaranty Agreement are independent
of and separable from each other. If any provision hereof shall for any reason
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect the validity or enforceability of any other provision hereof, but this
Guaranty Agreement shall be construed as if such invalid or unenforceable
provision had never been contained herein.

     19. COUNTERPARTS. This Guaranty Agreement may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Guaranty
Agreement to produce or account for more than one such counterpart executed by
the Guarantor against whom enforcement is sought. Without limiting the foregoing
provisions of this Section 19, the provisions of Section 10.10 of the Credit
Agreement shall be applicable to this Guaranty Agreement.

     20. TERMINATION. Subject to reinstatement pursuant to Section 12 hereof,
this Guaranty Agreement, and all of the Guarantor's Obligations hereunder
(excluding those Guarantor's obligations relating to Guaranteed Liabilities that
expressly survive such termination) shall terminate on the Facility Termination
Date.

     21. REMEDIES CUMULATIVE; LATE PAYMENTS. All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies of the
Administrative Agent or any other Secured Party provided by law or under the
Credit Agreement, the other Loan Documents or other applicable agreements or
instruments. The making of the Loans and other credit extensions pursuant to the
Credit Agreement and other Related Agreements shall be conclusively presumed to
have been made or extended, respectively, in reliance upon the Guarantor's
guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts
not paid when due under this Guaranty Agreement shall bear interest at the
Default Rate.

     22. NOTICES. Any notice required or permitted hereunder shall be given, (a)
with respect to the Guarantor, at the address indicated in Schedule 10.02 of the
Credit Agreement and (b) with respect to the Administrative Agent or any other
Secured Party, at the Administrative Agent's address indicated in Schedule 10.02
of the Credit Agreement. All such addresses may be modified, and all such
notices shall be given and shall be effective, as provided in Section 10.02 of
the Credit Agreement for the giving and effectiveness of notices and
modifications of addresses thereunder.

     23. GOVERNING LAW. THIS GUARANTY AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


                                      F - 8
                                Form of Guaranty
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amended and Restated Guaranty Agreement as of the day and year first
written above.

                                        GUARANTOR:

                                        AVNET, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        ADMINISTRATIVE AGENT:

                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent


                                        By:
                                            ------------------------------------
                                        Name: Robert J. Rittelmeyer
                                        Title: Vice President


                                      F - 9
                                Form of Guaranty
<PAGE>
                                                                       EXHIBIT G

                           FORM OF DESIGNATED BORROWER
                        REQUEST AND ASSUMPTION AGREEMENT

                                                    Date: _______________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     This Designated Borrower Request and Assumption Agreement is made and
delivered pursuant to Section 2.14 of that certain Amended and Restated Credit
Agreement, dated as of October 13, 2005 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the "Credit
Agreement"), among Avnet, Inc., a New York corporation (the "Company"), Avnet
Logistics U.S., L.P., a Texas limited partnership, the other Designated
Borrowers from time to time party thereto, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and
Swing Line Lender, and reference is made thereto for full particulars of the
matters described therein. All capitalized terms used in this Designated
Borrower Request and Assumption Agreement and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.

     Each of ______________________ (the "Designated Borrower") and the Company
hereby confirms, represents and warrants to the Administrative Agent and the
Lenders that the Designated Borrower is a direct, wholly-owned Subsidiary of the
Company.

     The documents required to be delivered to the Administrative Agent under
Section 2.14 of the Credit Agreement will be furnished to the Administrative
Agent in accordance with the requirements of the Credit Agreement.

     The parties hereto hereby confirm that with effect from the date hereof,
the Designated Borrower shall have obligations, duties and liabilities toward
each of the other parties to the Credit Agreement identical to those which the
Designated Borrower would have had if the Designated Borrower had been an
original party to the Credit Agreement as a Borrower.

     The Designated Borrower confirms its acceptance of, and consents to, all
representations and warranties, covenants, and other terms and provisions of the
Credit Agreement and further represents and warrants as follows: [THE FOLLOWING
REPRESENTATIONS AND WARRANTIES MAY BE REVISED ON A CASE BY CASE BASIS IN THE
SOLE DISCRETION OF THE ADMINISTRATIVE AGENT ]

     (a) The Designated Borrower is subject to civil and commercial Laws with
respect to its obligations under this Agreement and the other Loan Documents to
which it is a party (collectively the "Applicable Documents"), and the
execution, delivery and performance by the Designated Borrower of the Applicable
Documents constitute and will constitute private and commercial acts and not
public or governmental acts.

     (b) Neither the Designated Borrower nor any of its property has any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment


                                      G - 1
          Form of Designated Borrower Request and Assumption Agreement
<PAGE>
prior to judgment, attachment in aid of execution, execution or otherwise) under
the laws of the jurisdiction in which the Designated Borrower is organized and
existing in respect of its obligations under the Applicable Documents.

     (c) The Applicable Documents are in proper legal form under the Laws of the
jurisdiction in which the Designated Borrower is organized and existing for the
enforcement thereof against the Designated Borrower under the Laws of such
jurisdiction, and to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Documents.

     (d) It is not necessary to ensure the legality, validity, enforceability,
priority or admissibility in evidence of the Applicable Documents that the
Applicable Documents be filed, registered or recorded with, or executed or
notarized before, any court or other authority in the jurisdiction in which the
Designated Borrower is organized and existing or that any registration charge or
stamp or similar tax be paid on or in respect of the Applicable Documents or any
other document, except for (i) any such filing, registration, recording,
execution or notarization as has been made or is not required to be made until
the Applicable Document or any other document is sought to be enforced and (ii)
any charge or tax as has been timely paid.

     (e) There is no tax, levy, impost, duty, fee, assessment or other
governmental charge, or any deduction or withholding, imposed by any
Governmental Authority in or of the jurisdiction in which the Designated
Borrower is organized and existing either (i) on or by virtue of the execution
or delivery of the Applicable Documents or (ii) on any payment to be made by the
Designated Borrower pursuant to the Applicable Documents, except as has been
disclosed to the Administrative Agent in writing.

     (f) The execution, delivery and performance of the Applicable Documents
are, under applicable foreign exchange control regulations of the jurisdiction
in which the Designated Borrower is organized and existing, not subject to any
notification or authorization except (i) such as have been made or obtained or
(ii) such as cannot be made or obtained until a later date (provided that any
notification or authorization described in clause (ii) shall be made or obtained
as soon as is reasonably practicable).

     The parties hereto hereby request that the Designated Borrower be entitled
to receive Loans under the Credit Agreement, and understand, acknowledge and
agree that neither the Designated Borrower nor the Company on its behalf shall
have any right to request any Loans for its account unless and until the date
five Business Days after the effective date designated by the Administrative
Agent in a Designated Borrower Notice delivered to the Company and the Lenders
pursuant to Section 2.14 of the Credit Agreement.

     This Designated Borrower Request and Assumption Agreement shall constitute
a Loan Document under the Credit Agreement.

     THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;
PROVIDED THAT THE


                                      G - 2
          Form of Designated Borrower Request and Assumption Agreement
<PAGE>
ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

     IN WITNESS WHEREOF, the parties hereto have caused this Designated Borrower
Request and Assumption Agreement to be duly executed and delivered by their
proper and duly authorized officers as of the day and year first above written.

                                        [DESIGNATED BORROWER]


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                        AVNET, INC.


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                      G - 3
          Form of Designated Borrower Request and Assumption Agreement
<PAGE>
                                                                       EXHIBIT H

                       FORM OF DESIGNATED BORROWER NOTICE

                                                    Date: _______________, _____

To: Avnet, Inc.

     The Lenders party to the Credit Agreement referred to below

Ladies and Gentlemen:

     This Designated Borrower Notice is made and delivered pursuant to Section
2.14 of that certain Amended and Restated Credit Agreement, dated as of October
13, 2005 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Credit Agreement"), among Avnet, Inc., a New
York corporation (the "Company"), Avnet Logistics U.S., L.P., a Texas limited
partnership, the other Designated Borrowers from time to time party thereto, the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender, and reference is made
thereto for full particulars of the matters described therein. All capitalized
terms used in this Designated Borrower Notice and not otherwise defined herein
shall have the meanings assigned to them in the Credit Agreement.

     The Administrative Agent hereby notifies Company and the Lenders that
effective as of the date hereof [_________________________] shall be a
Designated Borrower and may receive Loans for its account on the terms and
conditions set forth in the Credit Agreement.

     This Designated Borrower Notice shall constitute a Loan Document under the
Credit Agreement.

                                        BANK OF AMERICA, N.A.,
                                        as Administrative Agent


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                      H - 1
                       Form of Designated Borrower Notice
<PAGE>
                                                                     EXHIBIT I-1

                 FORM OF OPINION OF GIBSON, DUNN & CRUTCHER LLP

Bank of America, N.A.,
   as Administrative Agent for the
   Lenders party to the Credit
   Agreement referred to below,
   Swing Line Lender and L/C Issuer

Each of the Lenders party to
   the Credit Agreement referred to below

          Re:  Avnet, Inc. -- Credit Agreement dated as of October 13, 2005

Ladies and Gentlemen:

          We have acted as counsel to Avnet, Inc., a New York corporation (the
"Company"), in connection with the Credit Agreement dated as of October 13, 2005
(the "Credit Agreement") among the Company, Avnet Logistics U.S., L.P., a Texas
limited partnership (the "Designated Subsidiary Borrower"; and, together with
the Company, the "Obligors"), certain lenders party thereto (the "Lenders"),
Banc of America Securities LLC, as Joint Lead Arranger and Sole Book Manager,
ABN AMRO Incorporated, as Joint Lead Arranger, and Bank of America, N.A., as
Administrative Agent (the "Administrative Agent"; and, together with the
Lenders, the "Lender Parties"). Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.

          In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction as being true copies, of
the following documents and instruments:

               (i) the Credit Agreement, including the Schedules and Exhibits
          thereto; the Notes dated as of October 13, 2005 (the "Company Notes")
          made by the Company payable to the order of the Lenders;

               (ii) the Notes dated as of October 13, 2005 (the "Subsidiary
          Notes"; and, together with the Company Notes, the "Notes") made by the
          Designated Subsidiary Borrower payable to the order of the Lenders;
          and

               (iii) the Amended and Restated Guaranty Agreement dated as of
          October 13, 2005 (the "Guaranty"; and, together with the Credit
          Agreement and the Notes, the "Financing Documents") executed by the
          Company for the benefit of the Lender Parties.

          We have assumed without independent investigation that:

     a)   The signatures on all documents examined by us are genuine, all
          individuals executing such documents had all requisite legal capacity
          and competency and were duly authorized, the documents submitted to us
          as originals are authentic and the documents submitted to us as
          certified or reproduction copies conform to the originals;


                                      I - 1
                 Form of Opinion of Gibson, Dunn & Crutcher LLP
<PAGE>
     b)   Each party to the Financing Documents has all requisite power and
          authority to execute, deliver and perform its obligations under each
          of the Financing Documents to which it is a party; the execution and
          delivery of such Financing Documents by such party and performance of
          its obligations thereunder have been duly authorized by all necessary
          corporate or other action and, except as expressly covered by our
          opinions in Paragraph 2, do not violate any law, regulation, order,
          judgment or decree applicable to such party; and such Financing
          Documents have been duly executed and delivered by each such party;

     c)   Each Financing Document is a legal, valid and binding obligation of
          each party thereto (other than the Obligors), enforceable against such
          party in accordance with its terms; and

     d)   There are no agreements or understandings between or among any of the
          parties to the Financing Documents or third parties that would expand,
          modify or otherwise affect the terms of the Financing Documents or the
          respective rights or obligations of the parties thereunder.

          We understand that you have received an opinion of even date herewith
of David R. Birk, the General Counsel of the Company, as to, inter alia, the
matters referred to in Paragraphs (a) and (b) above.

          In rendering this opinion, we have made such inquiries and examined,
among other things, originals or copies, certified or otherwise identified to
our satisfaction, of such records, agreements, certificates, instruments and
other documents as we have considered necessary or appropriate for purposes of
this opinion. As to certain factual matters, we have relied to the extent we
deemed appropriate and without independent investigation upon the
representations and warranties of the Obligors in the Financing Documents,
certificates of officers of the Obligors or certificates obtained from public
officials and others.

          Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations set forth herein, we are
of the opinion that:

               1. Each Financing Document constitutes a legal, valid and binding
obligation of each Obligor party thereto, enforceable against it in accordance
with its terms.

               2. The execution, delivery and performance by each Obligor of the
Financing Documents to which it is a party do not violate, or require any filing
with or approval of any governmental authority or regulatory body of the State
of New York or the United States of America under, any law or regulation of the
State of New York or the United States of America applicable to such Obligor
that, in our experience, is generally applicable to transactions in the nature
of those contemplated by the Financing Documents.

               3. Neither Obligor is required to register as an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

               4. The execution and delivery by the Obligors of the Financing
Documents and the performance of their obligations thereunder do not result in a
breach or violation of Regulation U or X of the Board of Governors of the
Federal Reserve System. Regulation T of


                                      I - 2
                 Form of Opinion of Gibson, Dunn & Crutcher LLP
<PAGE>
the Board of Governors of the Federal Reserve System ("Regulation T") does not
apply to any Lender that is not a "creditor" (as defined in Regulation T).
Regulation T defines "creditor" as any broker or dealer (as defined in sections
3(a)(4) and 3(a)(5) of the Securities Exchange Act), any member of a national
securities exchange, or any person associated with a broker or dealer (as
defined in section 3(a)(18) of the Securities Exchange Act), except for business
entities controlling or under common control with the creditor.

          The foregoing opinions are subject to the following exceptions,
qualifications and limitations:

               A. We render no opinion herein as to matters involving the laws
of any jurisdiction other than the State of New York and the United States of
America. This opinion is limited to the effect of the present state of the laws
of the State of New York, the United States of America and the facts as they
presently exist. We assume no obligation to revise or supplement this opinion in
the event of future changes in such laws or the interpretations thereof or such
facts. Except as expressly set forth in Paragraphs 3 and 4 above, we express no
opinion regarding the Securities Act of 1933, as amended, or any other federal
or state securities laws or regulations.

               B. Our opinions set forth in Paragraph 1 are subject to (i) the
effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or
similar laws affecting the rights and remedies of creditors generally
(including, without limitation, the effect of statutory or other laws regarding
fraudulent transfers or preferential transfers) and (ii) general principles of
equity, including without limitation concepts of materiality, reasonableness,
good faith and fair dealing and the possible unavailability of specific
performance, injunctive relief or other equitable remedies regardless of whether
enforceability is considered in a proceeding in equity or at law.

               C. We express no opinion regarding the effect on the
enforceability of the Guaranty against the Company of any facts or circumstances
occurring after the date hereof that would constitute a defense to the
obligation of the Company under the Guaranty, unless such defense has been
waived effectively by the Company.

               D. We express no opinion regarding the effectiveness of (i) any
waiver (whether or not stated as such) under the Financing Documents of, or any
consent thereunder relating to, unknown future rights or the rights of any party
thereto existing, or duties owing to it, as a matter of law; (ii) any waiver
(whether or not stated as such) contained in the Financing Documents of rights
of any party, or duties owing to it, that is broadly or vaguely stated or does
not describe the right or duty purportedly waived with reasonable specificity;
(iii) provisions relating to indemnification, exculpation or contribution, to
the extent such provisions may be held unenforceable as contrary to public
policy or federal or state securities laws or due to the negligence or willful
misconduct of the indemnified party; (iv) any provision in any Financing
Document waiving the right to object to venue in any court; (v) any agreement to
submit to the jurisdiction of any Federal Court; (vi) any waiver of the right to
jury trial; (vii) any provision purporting to establish evidentiary standards;
(viii) any provision to the effect that every right or remedy is cumulative and
may be exercised in addition to any other right or remedy or that the election
of some particular remedy does not preclude recourse to one or more others; or
(ix) the


                                      I - 3
                 Form of Opinion of Gibson, Dunn & Crutcher LLP
<PAGE>
availability of damages or other remedies not specified in the Financing
Documents in respect of breach of any covenants (other than covenants relating
to the payment of principal, interest, indemnities and expenses).

               E. For purposes of our opinion in Paragraph 4, we have assumed
without independent investigation that: (i) the representation and warranty of
the Obligors set forth in Section 5.14(a) of the Credit Agreement is and will be
true and correct at all relevant times and (ii) less than 25% of the value of
the assets of the Company and its Subsidiaries subject to the negative covenants
of the Credit Agreement consist and will consist of "margin stock" within the
meaning of Regulations U or X of the Board of Governors of the Federal Reserve
System at all relevant times. Our opinion in Paragraph 4 is subject to (and we
express no opinion in respect of) any requirement applicable to the
Administrative Agent or any Lender to obtain in good faith a Form FR U-1 or FR
G-3 signed by the Obligors. Except as expressly set forth in Paragraph 4, we
express no opinion with respect to Regulation T of the Board of Governors of the
Federal Reserve System.

               F. We express no opinion as to the applicability to, or the
effect of noncompliance by, any Lender Party with any state or federal laws
applicable to the transactions contemplated by the Financing Documents because
of the nature of the business of such Lender Party.

          This opinion is rendered to the Lender Parties in connection with the
Financing Documents and may not be relied upon by any person other than the
Lender Parties or by the Lender Parties in any other context, provided that the
Lender Parties may provide this opinion (i) to bank examiners and other
regulatory authorities should they so request in connection with their normal
examinations or should such disclosure otherwise be required under applicable
law, (ii) to the independent auditors and attorneys of the Lender Parties, (iii)
pursuant to order or legal process of any court or governmental agency, (iv) in
connection with any legal action to which any Lender Party is a party arising
out of the transactions contemplated by the Financing Documents, or (v) the
proposed assignee of or participant in the interest of any Lender Party under
the Financing Documents. This opinion may not be quoted without the prior
written consent of this Firm.

                                        Very truly yours,

                                        GIBSON, DUNN & CRUTCHER LLP


                                      I - 4
                 Form of Opinion of Gibson, Dunn & Crutcher LLP
<PAGE>
                                                                     EXHIBIT I-2

                FORM OF OPINION OF GENERAL COUNSEL OF THE COMPANY

Bank of America, N.A.,
   as Administrative Agent for the
   Lenders party to the Credit
   Agreement referred to below,
   Swing Line Lender and L/C Issuer

Each of the Lenders party
   to the Credit Agreement referred to below

          Re:  Avnet, Inc. - Amended and Restated Credit Agreement dated as of
               October 13, 2005

Ladies and Gentlemen:

          I am the general counsel of Avnet, Inc., a New York corporation (the
"Company"). I am rendering this opinion in connection with the Amended and
Restated Credit Agreement dated as of October 13, 2005 (the "Credit Agreement")
among the Company, Avnet Logistics U.S., L.P., a Texas limited partnership (the
"Designated Subsidiary Borrower"; and, together with the Company, the
"Obligors"), certain lenders party thereto (the "Lenders"), Banc of America
Securities LLC, as Joint Lead Arranger and Sole Book Manager, ABN AMRO
Incorporated, as Joint Lead Arranger, and Bank of America, N.A., as
Administrative Agent (the "Administrative Agent"; and, together with the
Lenders, the "Lender Parties"). Terms defined in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.

          For purposes of rendering this opinion, I have reviewed and examined
the originals, or copies identified to my satisfaction as being true and
complete copies of the originals, of the following documents and instruments:

          (iv) the Credit Agreement, including the Schedules and Exhibits
     thereto;

          (v) the Notes dated as of October 13, 2005 (the "Company Notes") made
     by the Company payable to the order of the Lenders;

          (vi) the Notes dated as of October 13, 2005 (the "Subsidiary Notes";
     and, together with the Company Notes, the "Notes") made by the Designated
     Subsidiary Borrower payable to the order of the Lenders;

          (vii) the Amended and Restated Guaranty Agreement dated as of October
     13, 2005 (the "Guaranty") executed by the Company for the benefit of the
     Lender Parties; and

          (viii) such other documents, certificates, instruments, corporate
     records and other statements of governmental officials, officers of the
     Obligors and others as I have deemed necessary or advisable to enable me to
     render the opinions set forth herein.


                                      I - 2
                Form of Opinion of General Counsel of the Company
<PAGE>
          The documents and instruments identified in clauses (i) through (iv)
are collectively referred to herein as the "Transaction Documents".

          I have assumed without independent investigation that the signatures
on all documents examined by me (other than those of the Obligors on the
Transaction Documents) are genuine, all individuals executing such documents had
all requisite legal capacity and competency and (except in the case of documents
signed on behalf of the Obligors) were duly authorized, the documents submitted
to me as originals are authentic and the documents submitted to me as certified
or reproduction copies conform to the originals; each party to the Transaction
Documents (other than the Obligors) has all requisite power and authority to
execute, deliver and perform its obligations under each of the Transaction
Documents to which it is a party; and the execution and delivery of such
Transaction Documents by each party to the Transaction Documents (other than the
Obligors) and performance by such party of its obligations thereunder have been
duly authorized by all necessary corporate or other action.

          Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations set forth herein, I am
of the opinion that:

               5. The Company is a validly existing corporation in good standing
under the laws of the State of New York and has all requisite corporate power to
execute, deliver and perform its obligations under the Transaction Documents to
which it is a party.

               6. The Designated Subsidiary Borrower is an active limited
partnership under the laws of the State of Texas and has all requisite limited
partnership power to execute, deliver and perform its obligations under the
Transaction Documents to which it is a party.

               7. The execution and delivery by each Obligor of the Transaction
Documents to which it is a party and the performance of its obligations
thereunder have been duly authorized by all necessary corporate or limited
partnership action, as the case may be. Each Transaction Document has been duly
executed and delivered by each Obligor party thereto.

               8. The execution, delivery and performance by each Obligor of the
Transaction Documents to which it is a party, do not (i) violate (A) the
certificates of incorporation or bylaws of the Company or the agreement of
limited partnership of the Designated Subsidiary Borrower, or (B) any order,
judgment or decree binding on an Obligor, or (ii) result in a breach of or
default under any contract of an Obligor filed as an exhibit to the Company's
periodic reports under the Securities Exchange Act, or result in or require the
creation or imposition of any lien or encumbrance upon any assets of an Obligor
under any such contract.

               9. To my knowledge, there is no action, suit or proceeding
pending against or threatened against or affecting either Obligor before any
court, governmental or regulatory authority or arbitrator, which if adversely
determined would question, either individually or collectively, the validity of
the Credit Agreement or the other Transaction Documents, or any of the
transactions contemplated thereby.

          I am admitted to practice solely in the State of New York and express
no opinion as to matters governed by any laws other than the laws of the State
of New York and, with respect to the matters set forth in Paragraphs 2, 3 and
4(i)(A) with respect to the Designated Subsidiary Borrower, the Texas Revised
Limited Partnership Act. This opinion is limited to the


                                      I - 2
                Form of Opinion of General Counsel of the Company
<PAGE>
effect of the present state of the laws of the State of New York and, with
respect to the matters set forth in Paragraphs 2, 3 and 4(i)(A) with respect to
the Designated Subsidiary Borrower, the Texas Revised Limited Partnership Act
and the facts as they presently exist. I assume no obligation to revise or
supplement this opinion in the event of future changes in such laws or the
interpretations thereof or such facts.

          This opinion is rendered only to you and solely for your benefit in
connection with the transactions contemplated by the Credit Agreement. This
opinion may not otherwise be relied upon, or furnished, quoted or copied, in
whole or in part, by you to or by any other person or entity (other than an
assignee or participant of yours) for any purpose or in any other context,
without my prior written consent; provided that you may provide this opinion (i)
to bank examiners and other regulatory authorities should they so request in
connection with their normal examinations or should such disclosure otherwise be
required under applicable law, (ii) to your independent auditors and attorneys,
(iii) pursuant to order or legal process of any court or governmental agency,
(iv) in connection with any legal action to which you are a party arising out of
the transactions contemplated by the Transaction Documents, or (v) the proposed
assignee of or participant in your interest under the Transaction Documents.

                                        Very truly yours,

                                        David R. Birk
                                        General Counsel
                                        Avnet, Inc.


                                      I - 2
                Form of Opinion of General Counsel of the Company