<PAGE>

                                                                   EXHIBIT 10.35

                                                                  EXECUTION COPY

                                U.S. $250,000,000

                            364-DAY CREDIT AGREEMENT

                         Dated as of September 19, 2003

                                      Among

                             APPLIED MATERIALS, INC.
                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN

                               as Initial Lenders

                                       and

                        CITICORP GLOBAL MARKETS INC. and
                          KEY BANK NATIONAL ASSOCIATION

                               as Joint Arrangers

                                       and

                          KEY BANK NATIONAL ASSOCIATION

                              as Syndication Agent

                                       and

                                 BNP PARIBAS and
                           MIZUHO CORPORATE BANK, LTD.

                           as Co-Documentation Agents

                                       and

                               CITICORP USA, INC.

                             as Administrative Agent

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS.........................................................     1

         SECTION 1.01 Certain Defined Terms........................................................     1

         SECTION 1.02 Computation of Time Periods..................................................    13

         SECTION 1.03 Accounting Terms.............................................................    13

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES.......................................................    13

         SECTION 2.01 The Revolving Credit Advances................................................    13

         SECTION 2.02 Making the Revolving Credit Advances.........................................    14

         SECTION 2.03 Fees.........................................................................    15

         SECTION 2.04 Termination or Reduction of the Commitments..................................    15

         SECTION 2.05 Repayment of Revolving Credit Advances.......................................    15

         SECTION 2.06 Interest on Revolving Credit Advances........................................    15

         SECTION 2.07 Interest Rate Determination..................................................    16

         SECTION 2.08 Optional Conversion of Revolving Credit Advances.............................    17

         SECTION 2.09 Optional Prepayments of Revolving Credit Advances............................    18

         SECTION 2.10 Increased Costs..............................................................    18

         SECTION 2.11 Illegality...................................................................    19

         SECTION 2.12 Payments and Computations....................................................    19

         SECTION 2.13 Taxes........................................................................    20

         SECTION 2.14 Sharing of Payments, Etc.....................................................    22

         SECTION 2.15 Evidence of Debt.............................................................    22

         SECTION 2.16 Use of Proceeds..............................................................    22

         SECTION 2.17 Increase in the Aggregate Commitments........................................    23

         SECTION 2.18 Extension of Termination Date................................................    24

ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING................................................    26
</TABLE>

                                        i

<PAGE>


<TABLE>
<S>                                                                                                    <C>
         SECTION 3.01 Conditions Precedent to Effectiveness of Section 2.01........................    26

         SECTION 3.02 Conditions Precedent to Each Revolving Credit Borrowing, Increase Date
              Extension Date and Term Loan Election................................................    27

         SECTION 3.03 Determinations Under Section 3.01............................................    27

ARTICLE IV REPRESENTATIONS AND WARRANTIES..........................................................    28

         SECTION 4.01 Representations and Warranties of the Borrower...............................    28

ARTICLE V COVENANTS OF THE BORROWER................................................................    30

         SECTION 5.01 Affirmative Covenants........................................................    30

         SECTION 5.02 Negative Covenants...........................................................    34

         SECTION 5.03 Financial Covenants..........................................................    37

ARTICLE VI EVENTS OF DEFAULT.......................................................................    37

         SECTION 6.01 Events of Default............................................................    37

ARTICLE VII THE ADMINISTRATIVE AGENT...............................................................    39

         SECTION 7.01 Authorization and Action.....................................................    39

         SECTION 7.02 Administrative Agent's Reliance, Etc.........................................    39

         SECTION 7.03 Citicorp and Affiliates......................................................    40

         SECTION 7.04 Lender Credit Decision.......................................................    40

         SECTION 7.05 Indemnification..............................................................    40

         SECTION 7.06 Successor Agent..............................................................    41

         SECTION 7.07 Other Agents.................................................................    41

ARTICLE VIII MISCELLANEOUS.........................................................................    41

         SECTION 8.01 Amendments, Etc..............................................................    41

         SECTION 8.02 Notices, Etc.................................................................    42

         SECTION 8.03 No Waiver; Remedies..........................................................    42

         SECTION 8.04 Costs and Expenses...........................................................    43

         SECTION 8.05 Right of Set-off.............................................................    44

         SECTION 8.06 Binding Effect...............................................................    44
</TABLE>

                                       ii

<PAGE>


<TABLE>
<S>                                                                                                    <C>
         SECTION 8.07 Assignments and Participations...............................................    45

         SECTION 8.08 Confidentiality..............................................................    47

         SECTION 8.09 Governing Law................................................................    47

         SECTION 8.10 Execution in Counterparts....................................................    47

         SECTION 8.11 Jurisdiction, Etc............................................................    47

         SECTION 8.12 Waiver of Jury Trial.........................................................    48
</TABLE>

Schedules

Schedule 5.01(a)       -  Existing Liens

Schedule 5.02(a)(xii)  -  Special Unencumbered Property

Exhibits

Exhibit A   -   Form of Revolving Credit Promissory Note

Exhibit B   -   Form of Notice of Revolving Credit Borrowing

Exhibit C   -   Form of Assignment and Acceptance

Exhibit D   -   Form of Opinion of Vice President, Legal Affairs of the Borrower

Exhibit E       Form of Opinion of Orrick, Herrington & Sutcliffe, LLP

                                       iii

<PAGE>

                            364-DAY CREDIT AGREEMENT

                         Dated as of September 19, 2003

                  APPLIED MATERIALS, INC., a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders") listed on the signature pages hereof, CITIGROUP GLOBAL
MARKETS INC. ("CGMI") and KEYBANK NATIONAL ASSOCIATION ("KeyBank"), as joint
arrangers (the "Joint Arrangers"), KeyBank, as syndication agent (the
"Syndication Agent"), BNP PARIBAS and MIZUHO CORPORATE BANK, LTD. as
co-documentation agents (the "Co-Documentation Agents") and CITICORP USA, INC.
("Citicorp"), as administrative agent (the "Administrative Agent" and, together
with the Syndication Agent, the "Agents") for the Lenders (as hereinafter
defined), agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                 SECTION 1.01 Certain Defined Terms.

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

                  "Adjusted CD Rate" means, for any Interest Period for each
Adjusted CD Rate Advance comprising part of the same Revolving Credit Borrowing,
an interest rate per annum equal to the sum of:

                  (a)      the rate per annum obtained by dividing (i) the rate
of interest determined by the Administrative Agent to be the average (rounded
upward to the nearest whole multiple of 1/100 of 1% per annum, if such average
is not such a multiple) of the consensus - bid rate determined by each of the
Reference Banks for the bid rates per annum, at 9:00 A.M. (New York City time)
(or as soon thereafter as practicable) two Business Days before the first day of
such Interest Period, of New York certificate of deposit dealers of recognized
standing selected by such Reference Bank for the purchase at face value of
certificates of deposit of such Reference Bank in an amount substantially equal
to such Reference Bank's Adjusted CD Rate Advance comprising part of such
Revolving Credit Borrowing (except that, in the case of Citibank as a Reference
Bank, such determination shall be made with respect to an amount substantially
equal to Citicorp's Adjusted CD Rate Advance comprising part of such Revolving
Credit Borrowing) and with a maturity equal to such Interest Period, by (ii) a
percentage equal to 100% minus the Adjusted CD Rate Reserve Percentage (as
defined below) for such Interest Period, plus

                  (b)      the Assessment Rate (as defined below) for such
Interest Period.

                  The "Adjusted CD Rate Reserve Percentage" for any Interest
Period for each Adjusted CD Rate Advance comprising part of the same Revolving
Credit Borrowing means the reserve percentage applicable on the first day of
such Interest Period under regulations issued from time to time by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement (including, but not limited to, any emergency,
supplemental or other marginal reserve requirement) for a member bank of the
Federal Reserve System in New York City with deposits exceeding $5 billion with
respect to liabilities consisting of or including (among other liabilities) U.S.
dollar nonpersonal time deposits in the United States with a maturity equal to
such Interest Period and in an amount of $100,000. The "Assessment Rate" for any
Interest Period for each Adjusted CD Rate

                                       1
<PAGE>

Advance comprising part of the same Revolving Credit Borrowing means the annual
assessment rate estimated by the Administrative Agent on the first day of such
Interest Period for determining the then current annual assessment payable by
Citibank to the Federal Deposit Insurance Corporation (or any successor) for
insuring U.S. dollar deposits of Citibank in the United States. The Adjusted CD
Rate for any Interest Period for each Adjusted CD Rate Advance comprising part
of the same Revolving Credit Borrowing shall be determined by the Administrative
Agent on the basis of applicable rates furnished to and received by the
Administrative Agent from the Reference Banks two Business Days before the first
day of such Interest Period, subject, however, to the provisions of Section
2.07.

                  "Adjusted CD Rate Advance" means a Revolving Credit Advance
that bears interest as provided in Section 2.06(a)(iii).

                  "Affiliate" means, as to any Person, other than in respect of
the Borrower or any of its direct or indirect Subsidiaries, any other Person
that, directly or indirectly, controls, is controlled by or is under common
control with such Person. For purposes of this definition, the term "control"
(including the terms "controlling", "controlled by" and "under common control
with") of a Person means the possession, direct or indirect, of the power to
vote, for purposes of Section 5.02(g) 10%, and for all other purposes 5%, or
more of the Voting Stock of such Person or to direct or cause the direction of
the management and policies of such Person, whether through the ownership of
Voting Stock, by contract or otherwise.

                  "Administrative Agent's Account" means the account of the
Administrative Agent maintained by the Administrative Agent at Citibank at its
office at 399 Park Avenue, New York, New York 10043, Account No. 36852248,
Attention: Savas Divanlioglu.

                  "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base Rate
Advance, such Lender's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance and such Lender's CD Lending Office in the case of an Adjusted CD
Rate Advance.

                  "Applicable Margin" means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on such date
as set forth below, provided, however that if the Borrower exercises the Term
Loan Election as set forth in Section 2.05, each of the percentages set forth
below will increase by 0.20% from and after the Term Loan Conversion Date:

<TABLE>
<CAPTION>
                                                           Applicable Margin for
   Public Debt Rating         Applicable Margin for            EurodollarRate            Applicable Margin for
      S&P/Moody's              Base Rate Advances                 Advances             Adjusted CD Rate Advances
-----------------------       ---------------------        ---------------------       -------------------------
<S>                           <C>                          <C>                         <C>
Level 1
   A+/A1 or above                      ***                          ***                           ***
Level 2
   A/A2                                ***                          ***                           ***
Level 3
   A-/A3                               ***                          ***                           ***
Level 4
   BBB+/Baa1                           ***                          ***                           ***
Level 5
   Lower than Level 4 or
   unrated                             ***                          ***                           ***
</TABLE>

-----------------
*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

                                       2
<PAGE>

                 "Applicable Percentage" means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on such date
as set forth below:

<TABLE>
<CAPTION>
    Public Debt Rating
        S&P/Moody's                 Applicable Percentage
-------------------------           ---------------------
<S>                                 <C>
Level 1
         A+/A1 or above                      ***
Level 2
         A/A2                                ***
Level 3
         A-/A3                               ***
Level 4
         BBB+/Baa1                           ***
Level 5
         Lower than Level 4 or
         unrated                             ***
</TABLE>

                  "Applicable Utilization Fee" means (a) as of any date prior to
the Term Loan Conversion Date when the aggregate Revolving Credit Advances are
equal to or less than 33% of the aggregate Commitments, a percentage per annum
equal to 0%, and (b) as of any date prior to the Term Loan Conversion Date when
the aggregate Revolving Credit Advances exceed 33% of the aggregate Commitments,
and as of any date on and after the Term Loan Conversion Date, a percentage per
annum equal to 0.125%.


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

                  "Assuming Lender" has the meaning specified in Section
2.17(d).

                  "Assumption Agreement" has the meaning specified in Section
2.17(d)(ii).

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

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

                  (b)      the sum (adjusted to the nearest 1/4 of 1% or, if
there is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1%
per annum, plus (ii) the rate obtained by dividing (A) the latest three-week
moving average of secondary market morning offering rates in the United States
for three-month certificates of deposit of major United States money market
banks, such three-week moving average (adjusted to the basis of a year of 360
days) being determined weekly on each Monday (or, if such day is not a Business
Day, on the next succeeding Business Day) for the three-week period ending on
the previous Friday by Citibank on the basis of such rates reported by
certificate of deposit dealers to and published by the Federal Reserve Bank of
New York or, if such publication shall be suspended or terminated, on the basis
of quotations for such rates received by Citibank from three New York
certificate of deposit dealers of recognized standing selected by Citibank, by
(B) a percentage equal to 100% minus

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

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

                                       3
<PAGE>

the average of the daily percentages specified during such three-week period by
the Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, but not limited to, any
emergency, supplemental or other marginal reserve requirement) for Citibank with
respect to liabilities consisting of or including (among other liabilities)
three-month U.S. dollar non-personal time deposits in the United States, plus
(iii) the average during such three-week period of the annual assessment rates
estimated by Citibank for determining the then current annual assessment payable
by Citibank to the Federal Deposit Insurance Corporation (or any successor) for
insuring U.S. dollar deposits of Citibank in the United States; and

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

                  "Base Rate Advance" means a Revolving Credit Advance that
bears interest as provided in Section 2.06(a)(i).

                  "Benefit Arrangement" means at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

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

                  "Capitalized Lease" means any lease the obligation for rentals
with respect to which is required to be capitalized on a Consolidated balance
sheet of the lessee and its Subsidiaries in accordance with GAAP.

                  "Capitalized Rentals" of any Person means at any date the
amount at which the aggregate rentals due and to become due under all
Capitalized Leases under which such Person is a lessee would be reflected as a
liability on a Consolidated balance sheet of such Person.

                  "Cash Equivalents" means any cash or short term investments
set forth in the Borrower's investment policy as of the date hereof, or any
other short term investments of materially no less quality as set forth in such
investment policy from time to time.

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

                  "Citibank" means Citibank, N.A.

                  "Closing Date" means September 19, 2003 or such other date as
may be agreed upon by the Borrower and the Administrative Agent.

                  "Commitment" means as to any Lender (a) the amount set forth
opposite such Lender's name on the signature pages hereof, (b) if such Lender
has become a Lender hereunder pursuant to an Assumption Agreement, the amount
set forth in such Assumption Agreement or (b) if such Lender has entered into
any Assignment and Acceptance, the amount set forth for such Lender in the
Register maintained by the Administrative Agent pursuant to Section 8.07(d), as
such amount may be reduced pursuant to Section 2.04 or increased pursuant to
Section 2.17.

                                       4
<PAGE>

                  "Commitment Date" has the meaning specified in Section
2.17(b).

                  "Commitment Increase" has the meaning specified in Section
2.17(a).

                  "Consenting Lender" has the meaning specified in Section
2.18(b).

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

                  "Consolidated Debt" means all Debt of the Borrower and its
Subsidiaries, determined in accordance with GAAP on a consolidated basis after
eliminating intercompany items.

                  "Consolidated Net Income" for any period means the net income
of the Borrower and its Subsidiaries for such period, determined in accordance
with GAAP on a consolidated basis after eliminating earnings or losses
attributable to outstanding Minority Interests.

                  "Consolidated Net Tangible Assets" means, at any date, the
total amount of all Tangible Assets of the Borrower and its Subsidiaries after
deducting therefrom all liabilities which in accordance with GAAP would be
included on their consolidated balance sheet, except Consolidated Debt.

                  "Consolidated Tangible Net Worth" means, at any date, total
stockholders' equity as indicated in the most recent quarterly or annual
consolidated financial statements of the Borrower and its Subsidiaries less
Intangible Assets.

                  "Consolidated Total Assets" means, at any date, the total
assets of the Borrower and its Subsidiaries on a consolidated basis determined
in accordance with GAAP.

                  "Convert", "Conversion" and "Converted" each refers to a
conversion of Revolving Credit Advances of one Type into Revolving Credit
Advances of the other Type pursuant to Section 2.07 or 2.08.

                  "Debt" of any Person means, without duplication, (a) all
Indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred and unpaid purchase price of property or services (other
than trade payables and accrued expenses incurred in the ordinary course of such
Person's business), (c) all Indebtedness of such Person evidenced by notes,
bonds, debentures or other similar evidences of indebtedness, (d) all
obligations of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property) including, without limitation, obligations secured by Liens arising
from the sale or transfer of notes or accounts receivable; provided that Debt
shall not include any sale or transfer of notes or accounts receivable whether
or not precautionary Liens are filed or recorded in connection with such sale or
transfer of such notes or accounts receivable, if and only if such sale or
transfer (A) is accounted for as true sale under GAAP and (B) pursuant to which
there is no recourse (other than recourse for breach of customary
representations and warranties or in connection with any such sales or
transfers) to the seller of such notes or accounts receivable (as evidenced by
there being no accounting reserve taken or required to be taken, which in the
event a reserve is taken, the amount of Debt shall be deemed to be the amount of
such reserve), and provided, further, that all trade payables and accrued
expenses constituting current liabilities shall be excluded, (e) all Capitalized
Rentals, (f) reimbursement obligations of such Person in respect of credit
enhancement instruments, which reimbursement obligations are then due and
payable by such Person, (g) all Debt of others referred to in clauses (a)
through (f) above or clause (h) below guaranteed directly or indirectly in any
manner by such Person, or in effect guaranteed directly or indirectly by such
Person through an agreement (1) to pay

                                       5
<PAGE>

or purchase such Debt or to advance or supply funds for the payment or purchase
of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss,
(3) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (4) otherwise to assure a
creditor against loss, and (h) all Debt referred to in clauses (a) through (g)
above secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such
Debt, including, without limitation, obligations secured by Liens arising from
the sale or transfer of notes, accounts receivable or other assets; provided,
however, that obligations of such Person secured by Liens on notes, accounts
receivable or other assets sold or transferred in a transaction which is
accounted for as a true sale under GAAP shall not be Debt under this definition.

The Borrower's obligations under operating leases and Off-Balance Sheet Leases
shall be excluded from this definition of Debt; provided that (A) no such
exclusion shall be made if and to the extent that GAAP would require such
obligations to be classified as debt for borrowed money and (B) in any event the
term "Debt" shall include the Excess Lease Financed Amount (if any).

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

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

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

                  "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a
Lender; and (iii) any other Person that has a rating for any class of non-credit
enhanced long-term senior unsecured debt of not lower than A by S&P or A3 by
Moody's approved by the Administrative Agent and, unless an Event of Default has
occurred and is continuing at the time any assignment is effected in accordance
with Section 8.07, the Borrower, such approval not to be unreasonably withheld
or delayed; provided, however, that neither the Borrower nor an Affiliate of the
Borrower shall qualify as an Eligible Assignee.

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

                  "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, injunctions and other governmental restrictions relating to the
environment or the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water or land, or otherwise relating to the

                                       6
<PAGE>

manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.

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

                  "Equity Affiliate" means any Person in which the Borrower or
any of its Subsidiaries holds an equity investment that is accounted for under
the equity method.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute.

                  "ERISA Affiliate" means any member of the ERISA Group.

                  "ERISA Group" means the Borrower, any Subsidiary and all
members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower or any Subsidiary, are treated as a single employer under Section 414
of the Internal Revenue Code.

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

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

                  "Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Revolving Credit Borrowing,
an interest rate per annum equal to the rate per annum obtained by dividing (a)
the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1%
per annum) appearing on Dow Jones Markets Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits in U.S. dollars at
approximately 11:00 A.M. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period or, if for
any reason such rate is not available, the average (rounded upward to the
nearest whole multiple of 1/16 of 1% per annum, if such average is not such a
multiple) of the rate per annum at which deposits in U.S. dollars are offered by
the principal office of each of the Reference Banks in London, England to prime
banks in the London interbank market at 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount substantially
equal to such Reference Bank's Eurodollar Rate Advance comprising part of such
Revolving Credit Borrowing to be outstanding during such Interest Period (except
that, in the case of Citibank as a Reference Bank, such determination shall be
made with respect to an amount substantially equal to Citicorp's Eurodollar Rate
Advance comprising part of such Revolving Credit Borrowing) and for a period
equal to such Interest Period by (b) a percentage equal to 100% minus the
Eurodollar Rate Reserve Percentage for such Interest Period. If the Dow Jones
Markets Telerate Page 3759 (or any successor page) is unavailable, the
Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance
comprising part of the same Revolving Credit Borrowing shall be determined by
the Administrative Agent on the basis of applicable rates furnished to and
received by the Administrative Agent from the Reference Banks two Business Days
before the first day of such Interest Period, subject, however, to the
provisions of Section 2.07.

                                       7
<PAGE>

                  "Eurodollar Rate Advance" means a Revolving Credit Advance
that bears interest as provided in Section 2.06(a)(ii).

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

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

                  "Excess Lease Financed Amount" means the amount (if any) by
which the Lease Financed Amount exceeds (a) $300,000,000 at any time when the
Borrower's Public Debt Rating is lower than BBB+ by S&P or Baa1 by Moody's or
(b) $600,000,000 at any time when the Borrower's Public Debt rating is at least
BBB+ by S&P or Baa1 by Moody's.

                  "Extension Date" has the meaning specified in Section 2.18(b).

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

                  "Funded Debt" means, with respect to any Person for such
Person and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP, at the time of determination, the sum of the outstanding principal
amount of all Debt which would be reflected as liabilities on the balance sheet
of such Person, other than the following items which shall not be included in
Funded Debt: (a) Debt or other obligations of others guaranteed by such Person
and its Subsidiaries; (b) all reimbursement obligations (whether contingent or
otherwise) in respect of the undrawn portion of letters of credit, bankers'
acceptances, surety or other bonds, and similar instruments (including, without
limitation, those outstanding with respect to letters of credit); and (c) all
liabilities in respect of unfunded vested benefits under any Plan.

                  "GAAP" means at any time generally accepted accounting
principles as then in effect, applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with the most
recent audited consolidated financial statements of the Borrower and its
Subsidiaries delivered to the Lenders; provided that, if the Borrower notifies
the Administrative Agent that the Borrower wishes to amend any covenant in
Article V or any definition of a term used in any such covenant to eliminate the
effect of any change in generally accepted accounting principles on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Lenders wish to amend any such covenant or definition for such
purpose), then, for purposes of such covenant or definition only, "GAAP" shall
mean GAAP as in effect immediately before the relevant change in generally
accepted accounting principles became effective, until either such notice is
withdrawn

                                       8
<PAGE>

or such covenant or definition is amended in a manner satisfactory to the
Borrower and the Required Lenders.

                  "Hazardous Substances" means any substance or waste defined as
"toxic" or "hazardous" under any Environmental Laws, including, without
limitation, petroleum, its derivatives, by-products and other hydrocarbons.

                  "Hedge Agreements" means interest rate swap, cap or collar
agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts and other similar agreements.

                  "Increase Date" has the meaning specified in Section 2.17(a).

                  "Increasing Lender" has the meaning specified in Section
2.17(b).

                  "Indebtedness" of any Person means and includes all
obligations of such Person which in accordance with GAAP should be classified
upon a balance sheet of such Person as liabilities of such Person.

                  "Intangible Assets" means at any date the total amount of all
assets of the Borrower and its Subsidiaries that are properly classified as
"intangible assets" in accordance with GAAP and, in any event, shall include,
without limitation, goodwill, patents, trade names, trademarks, copyrights,
franchises, experimental expense, organization expense, unamortized debt
discount and expense, and deferred charges other than prepaid insurance, prepaid
leases and prepaid taxes and current deferred taxes which are classified on the
balance sheet of the Borrower and its Subsidiaries as a current asset in
accordance with GAAP and in which classification the Borrower's independent
public accountants concur; provided that the foregoing Intangible Assets shall
be deemed to be in an amount equal to zero at all times during which such
Intangible Assets, in the aggregate, are less than 2% of stockholders' equity of
the Borrower.

                  "Interest Period" means, for each Eurodollar Rate Advance or
Adjusted CD Rate Advance comprising part of the same Revolving Credit Borrowing,
the period commencing on the date of such Revolving Credit Advance or the date
of the Conversion of any Revolving Credit Advance into such an Revolving Credit
Advance and ending on the last day of the period selected by the Borrower
pursuant to the provisions below and, thereafter, with respect to Eurodollar
Rate Advances or Adjusted CD Rate Advances, each subsequent period commencing on
the last day of the immediately preceding Interest Period and ending on the last
day of the period selected by the Borrower pursuant to the provisions below. The
duration of each such Interest Period shall be one, two, three or six months in
the case of a Eurodollar Rate Advance, and 30, 60, 90, 120 or 180 days in the
case of an Adjusted CD Rate Advance, in each case, as the Borrower may, upon
notice received by the Administrative Agent not later than 11:00 A.M. (New York
City time) on the third Business Day prior to the first day of such Interest
Period, select; provided, however, that:

                  (i)      the Borrower may not select any Interest Period that
         ends after the Termination Date or, if the Revolving Credit Advances
         have been converted to the Term Loan pursuant to Section 2.05 prior to
         such selection, that ends after the Maturity Date;

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

                                       9
<PAGE>

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

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

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

                  "Lease Financed Amount" means, with respect to Off-Balance
Sheet Leases, (a) in the case of the Existing Off-Balance Sheet Lease, the sum
of the aggregate outstanding principal amount of the Loans (as defined therein)
and the outstanding Investment Amounts (as defined therein) or (b) in the case
of any other Off-Balance Sheet Lease, the sum of the comparable amounts as
defined therein.

                  "Lenders" means the Initial Lenders, each Assuming Lender that
shall become a party hereto pursuant to Section 2.17 or 2.18 and each Person
that shall become a party hereto pursuant to Section 8.07.

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

Off Balance Sheet Leases and the arrangements set forth therein shall be
excluded from this definition; provided that:

                  (a)      if any portion of the Lease Financed Amount is
included in Debt under the last sentence of the definition of Debt, then for
purposes of Section 5.02(e), Off-Balance Sheet Leases and the arrangements set
forth therein shall be deemed to create a Lien securing the Excess Lease
Financed Amount; and

                  (b)      if Off-Balance Sheet Leases and the arrangements set
forth therein create a lien on any property or assets other than (i) the
property and assets leased pursuant to Off-Balance Sheet Leases, (ii) rights of
the Borrower as sublessor of any portion of such property and assets and (iii)
Permitted Lease Collateral, such lien shall not be excluded from this
definition.

                  "Margin Stock" means "margin stock" as such term is defined in
Regulation U.

                  "Material Adverse Effect" means any material adverse change in
the business, condition (financial or otherwise) or operations of the Borrower
or the Borrower and its Subsidiaries taken as a whole.

                  "Material Debt" means Debt (other than the Notes) of the
Borrower and/or one or more of its Subsidiaries, arising in one or more related
or unrelated transactions, in an aggregate principal or face amount exceeding
$75,000,000.

                                       10
<PAGE>

                  "Material Financial Obligations" means a principal or face
amount of Debt and/or payment obligations (calculated after giving effect to any
applicable netting agreements) in respect of Hedge Agreements of the Borrower
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, exceeding in the aggregate $75,000,000.

                  "Material Plan" means, at any time, a Plan or Plans having
aggregate Unfunded Liabilities in excess of $75,000,000.

                  "Maturity Date" means the earlier of (a) the first anniversary
of the Termination Date and (b) the date the Term Loan is declared due and
payable pursuant to Section 6.01.

                  "Minority Interests" means any shares of stock of any class of
a Subsidiary (other than directors' qualifying shares as required by law) that
are not owned by the Borrower and/or one or more of its Subsidiaries.

                  "Moody's" means Moody's Investors Service, Inc. or its
successors.

                  "Multiemployer Plan" means, at any time, an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contribution,
including for these purposes any Person which ceased to be a member of the ERISA
Group during such five year period.

                  "Non-Consenting Lender" has the meaning specified in Section
2.18(b).

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

                  "Off-Balance Sheet Leases" means one or more lease agreements
and related agreements entered into by the Borrower or any of its Subsidiaries
form time to time, in each case in a transaction which the Borrower or such
Subsidiary intends to be treated as an "operating lease" for financial reporting
purposes but as a loan for one or more of the following purposes: (a) federal,
state and local income or franchise tax, (b) bankruptcy, (c) real estate law and
(d) commercial law (including uniform commercial law).

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

                  "Permitted Lease Collateral" means any cash or cash
equivalents securing the obligations of the Borrower or its Subsidiaries in any
Off-Balance Sheet Lease.

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

                  "Plan" means, at any time, an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.

                                       11
<PAGE>

                  "Public Debt Rating" means, as of any date for S&P, the lowest
rating that has been most recently announced by S&P for any class of non-credit
enhanced long-term senior unsecured debt issued by the Borrower and, as of any
date for Moody's, the lowest rating that has been most recently announced by
Moody's for any class of non-credit enhanced long-term senior unsecured debt
issued by the Borrower. For purposes of the foregoing, (a) if only one of S&P
and Moody's shall have in effect a Public Debt Rating, the Applicable Margin and
the Applicable Percentage shall be determined by reference to the available
rating; (b) if neither S&P nor Moody's shall have in effect a Public Debt
Rating, the Applicable Margin and the Applicable Percentage will be set in
accordance with Level 5 under the definition of "Applicable Margin" or
"Applicable Percentage", as the case may be; (c) if the ratings established by
S&P and Moody's shall fall within different levels, the Applicable Margin and
the Applicable Percentage shall be based upon the higher rating; (d) if any
rating established by S&P or Moody's shall be changed, such change shall be
effective as of the date on which such change is first announced publicly by the
rating agency making such change; and (e) if S&P or Moody's shall change the
basis on which ratings are established, each reference to the Public Debt Rating
announced by S&P or Moody's, as the case may be, shall refer to the then
equivalent rating by S&P or Moody's, as the case may be.

                  "Reference Banks" means Citibank and KeyBank, National
Association.

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

                  "Reportable Event" means any "reportable event" as defined in
section 4043 of ERISA for which the 30-day notice requirement has not been
waived under applicable regulations.

                  "Required Lenders" means at any time Lenders owed at least 51%
of the then aggregate unpaid principal amount of the Revolving Credit Advances
owing to Lenders, or, if no such principal amount is then outstanding, Lenders
having at least 51% of the Commitments.

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

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

                  "Revolving Credit Note" means a promissory note of the
Borrower payable to the order of any Lender, delivered pursuant to a request
made under Section 2.15 in substantially the form of Exhibit A hereto,
evidencing the aggregate indebtedness of the Borrower to such Lender resulting
from the Revolving Credit Advances made by such Lender.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. or its successors.

                  "SEC" means the Securities and Exchange Commission.

                  "Subsidiary" means, as to any Person, any corporation or other
entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by such Person;
unless otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

                                       12
<PAGE>

                  "Tangible Assets" means, at any date, Consolidated Total
Assets (less depreciation, depletion and other properly deductible valuation
reserves) after deducting (but without duplication) Intangible Assets.

                  "Term Loan" has the meaning specified in Section 2.05.

                  "Term Loan Conversion Date" means the Termination Date on
which all Revolving Credit Advances outstanding on such date are converted into
the Term Loan pursuant to Section 2.05.

                  "Term Loan Election" has the meaning specified in Section
2.05.

                  "Termination Date" means the earlier of (a) September 17,
2004, subject to the extension thereof pursuant to Section 2.18 and (b) the date
of termination in whole of the Commitments pursuant to Section 2.04 or 6.01;
provided, however, that the Termination Date of any Lender that is a
Non-Consenting Lender to any requested extension pursuant to Section 2.18 shall
be the Termination Date in effect immediately prior to the applicable Extension
Date for all purposes of this Agreement.

                  "Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under Title
IV of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA Group
to the PBGC or any other Person under Title IV of ERISA.

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

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

                  SECTION 1.03 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                  SECTION 2.01 The Revolving Credit Advances. Each Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
Revolving Credit Advances to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in an
aggregate amount not to exceed at any time outstanding such Lender's Commitment.
Each Revolving Credit Borrowing shall be in an aggregate amount of $10,000,000
or an integral multiple of $1,000,000 in excess thereof and shall consist of
Revolving Credit Advances of the same Type made on the same day by the Lenders
ratably according to their respective Commitments. Within the limits of each
Lender's Commitment, the Borrower may borrow under this Section 2.01, prepay
pursuant to Section 2.09 and reborrow under this Section 2.01.

                                       13
<PAGE>

                  SECTION 2.02 Making the Revolving Credit Advances. (a) Each
Revolving Credit Borrowing shall be made on notice, given not later than (x)
1:00 P.M. (New York City time) on the third Business Day prior to the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Eurodollar Rate Advances, (y) 1:00 P.M. (New York City
time) on the second Business Day prior to the date of the proposed Revolving
Credit Borrowing in the case of a Revolving Credit Borrowing consisting of
Adjusted CD Rate Advances or (z) 12:00 noon (New York City time) on the date of
the proposed Revolving Credit Borrowing in the case of a Revolving Credit
Borrowing consisting of Base Rate Advances, by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice thereof by
telecopier or email. Each such notice of a Revolving Credit Borrowing (a "Notice
of Revolving Credit Borrowing") shall be by telephone or email, confirmed
immediately in writing, telecopier or email in substantially the form of Exhibit
B hereto, specifying therein the requested (i) date of such Revolving Credit
Borrowing, (ii) Type of Revolving Credit Advances comprising such Revolving
Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and
(iv) in the case of a Revolving Credit Borrowing consisting of Eurodollar Rate
Advances or Adjusted CD Rate Advances, initial Interest Period for each such
Revolving Credit Advance. Each Lender shall, before 2:00 P.M. (New York City
time) on the date of such Revolving Credit Borrowing make available for the
account of its Applicable Lending Office to the Administrative Agent at the
Administrative Agent's Account, in same day funds, such Lender's ratable portion
of such Revolving Credit Borrowing. After the Administrative Agent's receipt of
such funds and upon fulfillment of the applicable conditions set forth in
Article III, the Administrative Agent will make such funds available to the
Borrower at the Administrative Agent's address referred to in Section 8.02.

                  (b)      Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances or
Adjusted CD Rate Advances for any Revolving Credit Borrowing if the aggregate
amount of such Revolving Credit Borrowing is less than $10,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.07 or 2.11 and (ii) the Eurodollar Rate Advances
may not be outstanding as part of more than six separate Revolving Credit
Borrowings.

                  (c)      Each Notice of Revolving Credit Borrowing shall be
irrevocable and binding on the Borrower.

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

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

                                       14
<PAGE>

Lender shall be responsible for the failure of any other Lender to make the
Revolving Credit Advance to be made by such other Lender on the date of any
Revolving Credit Borrowing.

                  SECTION 2.03 Fees. (a) Facility Fee. The Borrower agrees to
pay to the Administrative Agent for the account of each Lender a facility fee on
the aggregate amount of such Lender's Commitment from the date hereof in the
case of each Initial Lender and from the effective date specified in the
Assumption Agreement or in the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender until the Termination Date at a
rate per annum equal to the Applicable Percentage in effect from time to time,
payable in arrears quarterly on the last day of each March, June, September and
December, commencing December 31, 2003, and on the Termination Date.

                  (b)      Administrative Agent's and Syndication Agent's Fees.
The Borrower shall pay to the Administrative Agent and Syndication Agent such
fees as may from time to time be agreed in writing between the Borrower and each
of the Administrative Agent and the Syndication Agent, respectively.

                  SECTION 2.04 Termination or Reduction of the Commitments. (a)
Optional. The Borrower shall have the right, upon at least three Business Days'
notice to the Administrative Agent, to terminate in whole or reduce ratably in
part, the unused portions of the respective Commitments of the Lenders, provided
that each partial reduction shall be in the aggregate amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof. Once terminated or
reduced, a commitment may not be reinstated.

                  (b)      Mandatory. On the Termination Date, if the Borrower
has made the Term Loan Election in accordance with Section 2.05 prior to such
date, and from time to time thereafter upon each prepayment of the Revolving
Credit Advances, the Commitments of the Lenders shall be automatically and
permanently reduced on a pro rata basis by an amount equal to the amount by
which (i) the aggregate Commitments immediately prior to such reduction exceeds
(ii) the aggregate unpaid principal amount of all Revolving Credit Advances
outstanding at such time.

                  SECTION 2.05 Repayment of Revolving Credit Advances. The
Borrower shall, subject to the next succeeding sentence, repay to the
Administrative Agent for the ratable account of the Lenders on the Termination
Date the aggregate principal amount of the Revolving Credit Advances then
outstanding. The Borrower may, upon not less than 15 days' notice to the
Administrative Agent, elect (the "Term Loan Election") to convert all of the
Revolving Credit Advances outstanding on the Termination Date in effect at such
time into a term loan (the "Term Loan") which the Borrower shall repay in full
ratably to the Lenders on the Maturity Date; provided that the Term Loan
Election may not be exercised if a Default has occurred and is continuing on the
date of notice of the Term Loan Election or on the date on which the Term Loan
Election is to be effected. All Revolving Credit Advances converted into the
Term Loan pursuant to this Section 2.05 shall continue to constitute Revolving
Credit Advances except that the Borrower may not reborrow pursuant to Section
2.01 after all or any portion of such Revolving Credit Advances have been
prepaid pursuant to Section 2.09.

                  SECTION 2.06 Interest on Revolving Credit Advances. (a)
Scheduled Interest. The Borrower shall pay interest on the unpaid principal
amount of each Revolving Credit Advance owing to each Lender from the date of
such Revolving Credit Advance until such principal amount shall be paid in full,
at the following rates per annum:

                           (i)      Base Rate Advances. During such periods as
         such Revolving Credit Advance is a Base Rate Advance, a rate per annum
         equal at all times to the sum of (x) the Base Rate in effect from time
         to time plus (y) the Applicable Margin in effect from time to time plus

                                       15
<PAGE>

         (z) the Applicable Utilization Fee, if any, in effect from time to
         time, payable in arrears quarterly on the last day of each March, June,
         September and December during such periods and on the date such Base
         Rate Advance shall be Converted or paid in full.

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

                           (iii)    Adjusted CD Rate Advances. During such
         periods as such Revolving Credit Advance is an Adjusted CD Rate
         Advance, a rate per annum equal at all times during each Interest
         Period for such Revolving Credit Advance to the sum of (x) the Adjusted
         CD Rate for such Interest Period for such Revolving Credit Advance plus
         (y) the Applicable Margin in effect from time to time plus (z) the
         Applicable Utilization Fee, if any, in effect from time to time,
         payable in arrears on the last day of such Interest Period and, if such
         Interest Period has a duration of more than 90 days, on each day that
         occurs during such Interest Period every 90 days from the first day of
         such Interest Period and on the date such Adjusted CD Rate Advance
         shall be Converted or paid in full.

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

                  SECTION 2.07 Interest Rate Determination. (a) Each Reference
Bank agrees to furnish to the Administrative Agent timely information for the
purpose of determining each Eurodollar Rate and each Adjusted CD Rate. If any
one or more of the Reference Banks shall not furnish such timely information to
the Administrative Agent for the purpose of determining any such interest rate,
the Administrative Agent shall determine such interest rate on the basis of
timely information furnished by the remaining Reference Banks. The
Administrative Agent shall give prompt notice to the Borrower and the Lenders of
the applicable interest rate determined by the Administrative Agent for purposes
of Section 2.06(a)(i), (ii) or (iii), and the rate, if any, furnished by each
Reference Bank for the purpose of determining the interest rate under Section
2.06(a)(ii) or (iii).

                  (b)      If, with respect to any Eurodollar Rate Advances, the
Required Lenders notify the Administrative Agent that the Eurodollar Rate for
any Interest Period for such Revolving Credit Advances will not adequately
reflect the cost to such Required Lenders of making, funding or maintaining
their respective Eurodollar Rate Advances for such Interest Period, the
Administrative Agent shall forthwith so notify the Borrower and the Lenders,
whereupon (i) each Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate

                                       16
<PAGE>

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

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

                  (d)      On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances or Adjusted CD Rate Advances comprising any
Revolving Credit Borrowing shall be reduced, by payment or prepayment or
otherwise, to less than $10,000,000, such Revolving Credit Advances shall
automatically Convert into Base Rate Advances.

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

                  (f)      If, with respect to Eurodollar Rate Advances, Dow
Jones Markets Telerate Page 3750 (or any successor page) is unavailable and
fewer than two Reference Banks furnish timely information to the Administrative
Agent for determining the Eurodollar Rate for any Eurodollar Rate Advances or if
fewer than two Reference Banks furnish timely information to the Administrative
Agent for determining the Adjusted CD Rate for any Adjusted CD Rate Advances,

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

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

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

                  SECTION 2.08 Optional Conversion of Revolving Credit Advances.
The Borrower may on any Business Day, upon notice given to the Administrative
Agent not later than 12:00 noon (New York City time) on the third Business Day
prior to the date of the proposed Conversion and subject to the provisions of
Sections 2.07 and 2.11, Convert all Revolving Credit Advances of one Type
comprising the same Revolving Credit Borrowing into Revolving Credit Advances of
another Type; provided, however, that any Conversion of Eurodollar Rate Advances
or Adjusted CD Rate Advances into Advances of another type shall be made only on
the last day of an Interest Period for such Advances, any Conversion of Base
Rate Advances into Eurodollar Rate Advances or Adjusted CD Rate Advances

                                       17
<PAGE>

shall be in an amount not less than the minimum amount specified in Section
2.02(b) and no Conversion of any Revolving Credit Advances shall result in more
separate Revolving Credit Borrowings than permitted under Section 2.02(b). Each
such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to
be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances or
Adjusted CD Rate Advances, the duration of the initial Interest Period for each
such Revolving Credit Advance. Each notice of Conversion shall be irrevocable
and binding on the Borrower.

                  SECTION 2.09 Optional Prepayments of Revolving Credit
Advances. The Borrower may, upon notice at least two Business Days' prior to the
date of such prepayment, in the case of Eurodollar Rate Advances or Adjusted CD
Rate Advances, and not later than 12:00 noon (New York City time) on the date of
such prepayment, in the case of Base Rate Advances, to the Administrative Agent
stating the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Borrower shall, prepay the outstanding principal
amount of the Revolving Credit Advances comprising part of the same Revolving
Credit Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate principal amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and (y) in
the event of any such prepayment of a Eurodollar Rate Advance or an Adjusted CD
Rate Advance, the Borrower shall be obligated to reimburse the Lenders in
respect thereof pursuant to Section 8.04(c).

                  SECTION 2.10 Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation after the Effective Date or (ii) the compliance with any guideline or
request from any central bank or other governmental authority (whether or not
having the force of law) after the Effective Date, there shall be any increase
in the cost to any Lender of agreeing to make or making, funding or maintaining
Eurodollar Rate Advances or Adjusted CD Rate Advances (excluding for purposes of
this Section 2.10 any such increased costs resulting from (i) Taxes or Other
Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of
taxation of overall net income or overall gross income by the United States or
by the foreign jurisdiction or state under the laws of which such Lender is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
(with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost, submitted to the Borrower and the
Administrative Agent by such Lender, shall be conclusive and binding for all
purposes, absent manifest error.

                  (b)      If any Lender determines that compliance with any law
or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Administrative Agent), the Borrower
shall pay to the Administrative Agent for the account of such Lender, from time
to time as specified by such Lender, additional amounts sufficient to compensate
such Lender or such corporation in the light of such circumstances, to the
extent that such Lender reasonably determines such increase in capital to be
allocable to the existence of such Lender's commitment to lend hereunder. A
certificate as to such amounts submitted to the Borrower and the Administrative
Agent by such Lender shall be conclusive and binding for all purposes, absent
manifest error.

                  (c)      If any Lender fails to give the Borrower any prompt
notice required by this Section 2.10, the Borrower shall not be required to
indemnify and compensate such Lender or the

                                       18
<PAGE>

Administrative Agent under this Section 2.10 for any amounts attributable to the
event or factual circumstance required to be disclosed in such notice and
arising during or with respect to any period ending more than 90 days before
notice thereof has been delivered to the Borrower, provided that this subsection
(c) shall in no way limit the right of any Lender or the Administrative Agent to
demand or receive compensation to the extent that such compensation relates to
any law, rule, regulation, interpretation, administration, request or directive
(or any change therein) which by its terms has retroactive application if such
notice is given within 90 days after the date of enactment or effectiveness of
such retroactive law, rule, regulation, interpretation, administration, request
or directive (or change therein).

                  SECTION 2.11 Illegality. Notwithstanding any other provision
of this Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate
Advance will automatically, upon such demand, Convert into a Base Rate Advance
and (b) the obligation of the Lenders to make Eurodollar Rate Advances or to
Convert Revolving Credit Advances into Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

                  SECTION 2.12 Payments and Computations. (a) The Borrower shall
make each payment hereunder not later than 11:00 A.M. (New York City time) on
the day when due to the Administrative Agent at the Administrative Agent's
Account in same day funds. The Administrative Agent will promptly thereafter
cause to be distributed like funds relating to the payment of principal or
interest or facility fees ratably (other than amounts payable pursuant to
Section 2.03(b), 2.10, 2.13 or 8.04(c)) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment of
any other amount payable to any Lender to such Lender for the account of its
Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as
a result of a Commitment Increase pursuant to Section 2.17 or an extension of
the Termination Date pursuant to Section 2.18, and upon the Administrative
Agent's receipt of such Lender's Assumption Agreement and recording of the
information contained therein in the Register, from and after the applicable
Increase Date or Extension Date, as the case may be, the Administrative Agent
shall make all payments hereunder and under any Revolving Credit Notes issued in
connection therewith in respect of the interest assumed thereby to the Assuming
Lender. Upon its acceptance of an Assignment and Acceptance and recording of the
information contained therein in the Register pursuant to Section 8.07(c), from
and after the effective date specified in such Assignment and Acceptance, the
Administrative Agent shall make all payments hereunder and under the Revolving
Credit Notes in respect of the interest assigned thereby to the Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all
appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

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

                                       19
<PAGE>

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

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

                  SECTION 2.13 Taxes. (a) Any and all payments by the Borrower
hereunder or under the Revolving Credit Notes shall be made, in accordance with
Section 2.12, free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agents, taxes imposed on its overall net income, and franchise taxes imposed on
it in lieu of net income taxes, by the jurisdiction under the laws of which such
Lender or the Agents (as the case may be) are organized or any political
subdivision thereof and, in the case of each Lender, taxes imposed on its
overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities in respect of payments
hereunder or under the Revolving Credit Notes being hereinafter referred to as
"Taxes"). If the Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Revolving Credit Note to
any Lender or any Agent, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.13) such Lender or
Agent (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law.

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

                  (c)      The Borrower shall indemnify each Lender and Agent
for and hold it harmless against the full amount of Taxes or Other Taxes
(including, without limitation, taxes of any kind imposed by any jurisdiction on
amounts payable under this Section 2.13) imposed on or paid by such Lender or
Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall
be made within 30 days from the date such Lender or Agent (as the case may be)
makes written demand therefor.

                                       20
<PAGE>

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

                  (e)      Each Lender organized under the laws of a
jurisdiction outside the United States, on or prior to the date of its execution
and delivery of this Agreement in the case of each Initial Lender and on the
date of the Assumption Agreement or the Assignment and Acceptance pursuant to
which it becomes a Lender in the case of each other Lender, and from time to
time thereafter as requested in writing by the Borrower (but only so long as
such Lender remains lawfully able to do so), shall provide each of the
Administrative Agent and the Borrower with two original Internal Revenue Service
forms W-8BEN or W-8EC1, as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that such Lender is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement or the Revolving Credit Notes. If the form
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender provides the appropriate forms certifying that a
lesser rate applies, whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such form; provided,
however, that, if at the date of the Assignment and Acceptance pursuant to which
a Lender assignee becomes a party to this Agreement, the Lender assignor was
entitled to payments under subsection (a) in respect of United States
withholding tax with respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United
States withholding tax, if any, applicable with respect to the Lender assignee
on such date. If any form or document referred to in this subsection (e)
requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service form W-8BEN or W-8EC1, that the Lender reasonably considers to
be confidential, the Lender shall give notice thereof to the Borrower and shall
not be obligated to include in such form or document such confidential
information.

                  (f)      For any period with respect to which a Lender has
failed to provide the Borrower with the appropriate form described in Section
2.13(e) (other than if such failure is due to a change in law occurring
subsequent to the date on which a form originally was required to be provided,
or if such form otherwise is not required under subsection (e) above), such
Lender shall not be entitled to indemnification under Section 2.13(a) or (c)
with respect to Taxes imposed by the United States by reason of such failure;
provided, however, that should a Lender become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such steps
as the Lender shall reasonably request to assist the Lender to recover such
Taxes.

                  (g)      Any Lender claiming any additional amounts payable
pursuant to this Section 2.13 agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Eurodollar Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                                       21
<PAGE>

                  SECTION 2.14 Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Revolving Credit Advances
owing to it (other than pursuant to Section 2.10, 2.13 or 8.04(c)) in excess of
its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other
Lenders such participations in the Revolving Credit Advances owing to them as
shall be necessary to cause such purchasing Lender to share the excess payment
ratably with each of them; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender, such
purchase from each Lender shall be rescinded and such Lender shall repay to the
purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Lender's ratable share (according to the proportion
of (i) the amount of such Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.14 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

                  SECTION 2.15 Evidence of Debt. (a) Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Revolving Credit
Advance owing to such Lender from time to time, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder in respect of Revolving Credit Advances. The Borrower agrees that upon
notice by any Lender to the Borrower (with a copy of such notice to the
Administrative Agent) to the effect that a Revolving Credit Note is required or
appropriate in order for such Lender to evidence (whether for purposes of
pledge, enforcement or otherwise) the Revolving Credit Advances owing to, or to
be made by, such Lender, the Borrower shall promptly execute and deliver to such
Lender a Revolving Credit Note payable to the order of such Lender in a
principal amount up to the Commitment of such Lender.

                  (b)      The Register maintained by the Administrative Agent
pursuant to Section 8.07(d) shall include a control account, and a subsidiary
account for each Lender, in which accounts (taken together) shall be recorded
(i) the date and amount of each Revolving Credit Borrowing made hereunder, the
Type of Revolving Credit Advances comprising such Revolving Credit Borrowing
and, if appropriate, the Interest Period applicable thereto, (ii) the terms of
each Assumption Agreement and each Assignment and Acceptance delivered to and
accepted by it, (iii) the amount of any principal or interest due and payable or
to become due and payable from the Borrower to each Lender hereunder and (iv)
the amount of any sum received by the Administrative Agent from the Borrower
hereunder and each Lender's share thereof.

                  (c)      Entries made in good faith by the Administrative
Agent in the Register pursuant to subsection (b) above, and by each Lender in
its account or accounts pursuant to subsection (a) above, shall be prima facie
evidence of the amount of principal and interest due and payable or to become
due and payable from the Borrower to, in the case of the Register, each Lender
and, in the case of such account or accounts, such Lender, under this Agreement,
absent manifest error; provided, however, that the failure of the Administrative
Agent or such Lender to make an entry, or any finding that an entry is
incorrect, in the Register or such account or accounts shall not limit or
otherwise affect the obligations of the Borrower under this Agreement.

                  SECTION 2.16 Use of Proceeds. The proceeds of the Revolving
Credit Advances shall be available (and the Borrower agrees that it shall use
such proceeds) solely for general corporate purposes of the Borrower and its
Subsidiaries, including commercial paper backstop.

                                       22
<PAGE>

                  SECTION 2.17 Increase in the Aggregate Commitments. (a) The
Borrower may, at any time but in any event not more than once in any calendar
year prior to the Termination Date, by notice to the Administrative Agent,
request that the aggregate amount of the Commitment be increased by integral
multiples of $10,000,000 in excess thereof (each a "Commitment Increase") to be
effective as of a date that is at least 90 days prior to the scheduled
Termination Date then in effect (the "Increase Date") as specified in the
related notice to the Administrative Agent; provided, however, that (i) in no
event shall the aggregate amount of the Commitments at any time exceed
$350,000,000 and (ii) on the date of any request by the Borrower for a
Commitment Increase and on the related Increase Date, the applicable conditions
set forth in Article III shall be satisfied.

                  (b)      The Administrative Agent shall promptly notify the
Lenders of a request by the Borrower for a Commitment Increase, which notice
shall include (i) the proposed amount of such requested Commitment Increase,
(ii) the proposed Increase Date and (iii) the date by which Lenders wishing to
participate in the Commitment Increase must commit to an increase in the amount
of their respective Commitments (the "Commitment Date"). Each Lender that is
willing to participate in such requested Commitment Increase (each an
"Increasing Lender") shall, in its sole discretion, give written notice to the
Administrative Agent on or prior to the Commitment Date of the amount (the
"Proposed Increased Commitment") by which it is willing to increase its
Commitment. If the Lenders notify the Administrative Agent that they are willing
to increase the amount of their respective Commitments by an aggregate amount
that exceeds the amount of the requested Commitment Increase, the requested
Commitment Increase shall be allocated among the Lenders willing to participate
therein ratably according to their respective Proposed Increased Commitments.

                  (c)      Promptly following each Commitment Date, the
Administrative Agent shall notify the Borrower as to the amount, if any, by
which the Lenders are willing to participate in the requested Commitment
Increase. If the aggregate amount by which the Lenders are willing to
participate in any requested Commitment Increase on any such Commitment Date is
less than the requested Commitment Increase, then the Borrower may extend offers
to one or more Eligible Assignees to participate in any portion of the requested
Commitment Increase that has not been committed to by the Lenders as of the
applicable Commitment Date; provided, however, that the Commitment of each such
Eligible Assignee shall be in an amount of $15,000,000 or an integral multiple
of $1,000,000 in excess thereof.

                  (d)      On each Increase Date, each Eligible Assignee that
accepts an offer to participate in a requested Commitment Increase in accordance
with Section 2.17(c) (each such Eligible Assignee and each Eligible Assignee
that agrees to an extension of the Termination Date in accordance with Section
2.17(c), an "Assuming Lender") shall become a Lender party to this Agreement as
of such Increase Date and the Commitment of each Increasing Lender for such
requested Commitment Increase shall be so increased by such amount (or by the
amount allocated to such Lender pursuant to the last sentence of Section
2.17(b)) as of such Increase Date; provided, however, that the Administrative
Agent shall have received on or before such Increase Date the following, each
dated such date:

                           (i)      (A) certified copies of resolutions of the
         Board of Directors of the Borrower or the Executive Committee of such
         Board approving the Commitment Increase and the corresponding
         modifications to this Agreement and (B) opinions of counsel for the
         Borrower (which may be in-house counsel), in substantially the form of
         Exhibits D and E hereto;

                           (ii)     an assumption agreement from each Assuming
         Lender, if any, in form and substance satisfactory to the Borrower and
         the Administrative Agent (each an "Assumption Agreement"), duly
         executed by such Eligible Assignee, the Administrative Agent and the
         Borrower; and

                                       23
<PAGE>

                           (iii)    confirmation from each Increasing Lender of
         the increase in the amount of its Commitment in a writing satisfactory
         to the Borrower and the Administrative Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.17(d), the Administrative Agent
shall notify the Lenders (including, without limitation, each Assuming Lender)
and the Borrower, on or before 1:00 P.M. (New York City time) by telecopier, of
the occurrence of the Commitment Increase to be effected on such Increase Date
and shall record in the Register the relevant information with respect to each
Increasing Lender and each Assuming Lender on such date.

                  SECTION 2.18 Extension of Termination Date. (a) At least 30
days but not more than 45 days prior to the Termination Date, the Borrower, by
written notice to the Administrative Agent, may request an extension of the
Termination Date in effect at such time by 364 days from its then scheduled
expiration; provided, however, that the Borrower shall not have made the Term
Loan Election for Revolving Credit Advances outstanding on such Termination Date
prior to such time. The Administrative Agent shall promptly notify each Lender
of such request, and each Lender shall in turn, in its sole discretion, no
earlier than 30 days, but in any event, not later than 20 days prior to the
Termination Date, notify the Administrative Agent in writing as to whether such
Lender will consent to such extension. The Administrative Agent shall notify the
Borrower, in writing, of the Lenders' decisions no later than 15 days prior to
the Termination Date. If any Lender shall fail to notify the Administrative
Agent and the Borrower in writing of its consent to any such request for
extension of the Termination Date at least 20 days prior to the Termination
Date, such Lender shall be deemed to be a Non-Consenting Lender with respect to
such request. The Administrative Agent shall notify the Borrower not later than
15 days prior to the Termination Date of the decision of the Lenders regarding
the Borrower's request for an extension of the Termination Date.

                  (b)      If all the Lenders consent in writing to any such
request in accordance with subsection (a) of this Section 2.18, the Termination
Date in effect at such time shall, effective as at the Termination Date (the
"Extension Date"), be extended for 364 days; provided that on each Extension
Date, the applicable conditions set forth in Section 3.02 shall be satisfied. If
less than all of the Lenders consent in writing to any such request in
accordance with subsection (a) of this Section 2.18, the Termination Date in
effect at such time shall, effective as at the applicable Extension Date, be
extended as to those Lenders that so consented (each a "Consenting Lender") but
shall not be extended as to any other Lender (each a "Non-Consenting Lender").
To the extent that the Termination Date is not extended as to any Lender
pursuant to this Section 2.18 and the Commitment of such Lender is not assumed
in accordance with subsection (c) of this Section 2.18 on or prior to the
applicable Extension Date, the Commitment of such Non-Consenting Lender shall
automatically terminate in whole on such unextended Termination Date without any
further notice or other action by the Borrower, such Lender or any other Person;
provided that such Non-Consenting Lender's rights under Sections 2.10, 2.13 and
8.04, and its obligations under Section 7.05, shall survive the Termination Date
for such Lender as to matters occurring prior to such date. It is understood and
agreed that no Lender shall have any obligation whatsoever to agree to any
request made by the Borrower for any requested extension of the Termination
Date.

                  (c)      If less than all of the Lenders consent to any such
request pursuant to subsection (a) of this Section 2.18, the Administrative
Agent shall promptly so notify the Consenting Lenders, and each Consenting
Lender may, in its sole discretion, give written notice to the Administrative
Agent not later than 10 days prior to the Termination Date of the amount of the
Non-Consenting Lenders' Commitments for which it is willing to accept an
assignment. If the Consenting Lenders notify the Administrative Agent that they
are willing to accept assignments of Commitments in an aggregate amount that
exceeds the amount of the Commitments of the Non-Consenting Lenders, such
Commitments shall

                                       24
<PAGE>

be allocated among the Consenting Lenders willing to accept such assignments in
such amounts as are agreed between the Borrower and the Administrative Agent. If
after giving effect to the assignments of Commitments described above there
remains any Commitments of Non-Consenting Lenders, the Borrower may arrange for
one or more Consenting Lenders or other Eligible Assignees as Assuming Lenders
to assume, effective as of the Extension Date, any Non-Consenting Lender's
Commitment and all of the obligations of such Non-Consenting Lender under this
Agreement thereafter arising, without recourse to or warranty by, or expense to,
such Non-Consenting Lender; provided, however, that the amount of the Commitment
of any such Assuming Lender as a result of such substitution shall in no event
be less than $15,000,000 unless the amount of the Commitment of such
Non-Consenting Lender is less than $15,000,000, in which case such Assuming
Lender shall assume all of such lesser amount; and provided further that:

                           (i)      any such Consenting Lender or Assuming
         Lender shall have paid to such Non-Consenting Lender (A) the aggregate
         principal amount of, and any interest accrued and unpaid to the
         effective date of the assignment on, the outstanding Revolving Credit
         Advances, if any, of such Non-Consenting Lender plus (B) any accrued
         but unpaid facility fees owing to such Non-Consenting Lender as of the
         effective date of such assignment;

                           (ii)     all additional costs reimbursements, expense
         reimbursements and indemnities payable to such Non-Consenting Lender,
         and all other accrued and unpaid amounts owing to such Non-Consenting
         Lender hereunder, as of the effective date of such assignment shall
         have been paid to such Non-Consenting Lender; and

                           (iii)    with respect to any such Assuming Lender,
         the applicable processing and recordation fee required under Section
         8.07(a) for such assignment shall have been paid;

provided further that such Non-Consenting Lender's rights under Sections 2.10,
2.13 and 8.04, and its obligations under Section 7.05, shall survive such
substitution as to matters occurring prior to the date of substitution. At least
three Business Days prior to any Extension Date, (A) each such Assuming Lender,
if any, shall have delivered to the Borrower and the Administrative Agent an
Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting
Lender, the Borrower and the Administrative Agent, (B) any such Consenting
Lender shall have delivered confirmation in writing satisfactory to the Borrower
and the Administrative Agent as to the increase in the amount of its Commitment
and (C) each Non-Consenting Lender being replaced pursuant to this Section 2.18
shall have delivered to the Administrative Agent any Revolving Credit Note or
Revolving Credit Notes held by such Non-Consenting Lender. Upon the payment or
prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the
immediately preceding sentence, each such Consenting Lender or Assuming Lender,
as of the Extension Date, will be substituted for such Non-Consenting Lender
under this Agreement and shall be a Lender for all purposes of this Agreement,
without any further acknowledgment by or the consent of the other Lenders, and
the obligations of each such Non-Consenting Lender hereunder shall, by the
provisions hereof, be released and discharged.

                  (d)      If all of the Lenders (after giving effect to any
assignments pursuant to subsection (b) of this Section 2.18) consent in writing
to a requested extension (whether by execution or delivery of an Assumption
Agreement or otherwise) not later than one Business Day prior to such Extension
Date, the Administrative Agent shall so notify the Borrower, and, so long as no
Default shall have occurred and be continuing as of such Extension Date, or
shall occur as a consequence thereof, the Termination Date then in effect shall
be extended for the additional 364-day period as described in subsection (a) of
this Section 2.18, and all references in this Agreement, and in the Revolving
Credit Notes, if any, to the "Termination Date" shall, with respect to each
Consenting Lender and each Assuming Lender for such Extension Date, refer to the
Termination Date as so extended. Promptly

                                       25
<PAGE>

following each Extension Date, the Administrative Agent shall notify the Lenders
(including, without limitation, each Assuming Lender) of the extension of the
scheduled Termination Date in effect immediately prior thereto and shall
thereupon record in the Register the relevant information with respect to each
such Consenting Lender and each such Assuming Lender.

                                  ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

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

                  (a)      There shall have occurred no material adverse change
in the properties, business, profits or condition (financial or otherwise) of
the Borrower or of the Borrower and its Subsidiaries taken as a whole since
October 27, 2002, except as disclosed in the Borrower's filings with the SEC
prior to the date hereof.

                  (b)      Except as set forth under the heading "Legal
Proceedings" in the Borrower's 2002 Form 10-K and other SEC filings filed by
Borrower prior to the Effective Date, there shall exist no action, suit or
proceeding pending against, or to the knowledge of the Borrower threatened
against or affecting, the Borrower or any of its Subsidiaries before any court
or arbitrator or any governmental body, agency or official (i) in which there is
a reasonable possibility of an adverse determination which would have a Material
Adverse Effect, or (ii) which in any manner draws into question the validity of
this Agreement or the Revolving Credit Notes.

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

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

                  (e)      The Borrower shall have paid all accrued fees and
expenses of the Administrative Agent and the Lenders (including the accrued fees
and expenses of counsel to the Administrative Agent) as agreed separately in
writing by the parties to such agreement.

                  (f)      On the Effective Date, the following statements shall
be true:

                           (i)      The representations and warranties contained
         in Section 4.01 are correct on and as of the Effective Date, and

                           (ii)     No event exists that constitutes a Default
         or Event of Default.

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

                                       26
<PAGE>

                           (i)      The Revolving Credit Notes to the order of
         the Lenders to the extent requested by any Lender pursuant to Section
         2.15.

                           (ii)     Certified copies of the general resolutions
         of the Board of Directors of the Borrower which authorize the Borrower
         to enter into this Agreement and the Revolving Credit Notes, and of all
         documents evidencing other necessary corporate action and governmental
         approvals, if any, with respect to this Agreement and the Revolving
         Credit Notes.

                           (iii)    A certificate of the Secretary or an
         Assistant Secretary of the Borrower certifying the names and true
         signatures of the officers of the Borrower authorized to sign this
         Agreement and the Revolving Credit Notes and the other documents to be
         delivered hereunder.

                           (iv)     A favorable opinion of the Vice President,
         Legal Affairs or of the Group Vice President, Legal Affairs and
         Intellectual Property of the Borrower, substantially in the form of
         Exhibit D hereto and as to such other matters as any Lender through the
         Administrative Agent may reasonably request.

                           (v)      A favorable opinion of Orrick, Herrington &
         Sutcliffe, L.L.P., counsel for the Borrower, substantially in the form
         of Exhibit E hereto and as to such other matters as any Lender through
         the Administrative Agent may reasonably request.

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

                  SECTION 3.02 Conditions Precedent to Each Revolving Credit
Borrowing, Increase Date Extension Date and Term Loan Election. The obligation
of each Lender to make a Revolving Credit Advance on the occasion of each
Revolving Credit Borrowing, each Commitment Increase, each Term Loan Election
pursuant to Section 2.05, and each extension of Commitments pursuant to Section
2.18 shall be subject to the conditions precedent that the Effective Date shall
have occurred and on the date of such Revolving Credit Borrowing, the applicable
Increase Date or the applicable Extension Date (a) the following statements
shall be true (and each of the giving of the applicable Notice of Revolving
Credit Borrowing, request for Commitment Increase, request for extension of
Commitments and the acceptance by the Borrower of the proceeds of such Revolving
Credit Borrowing shall constitute a representation and warranty by the Borrower
that on the date of such Revolving Credit Borrowing, such Increase Date or such
Extension Date such statements are true):

                           (i)      the representations and warranties contained
         in Section 4.01 are correct on and as of the date of such Revolving
         Credit Borrowing, before and after giving effect to such Revolving
         Credit Borrowing and to the application of the proceeds therefrom, as
         though made on and as of such date, and

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

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

                  SECTION 3.03 Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be

                                       27
<PAGE>

consented to or approved by or acceptable or satisfactory to the Lenders unless
an officer of the Administrative Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender prior
to the date that the Borrower, by notice to the Lenders, designates as the
proposed Effective Date, specifying its objection thereto. The Administrative
Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

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

                  (a)      Corporate Existence and Power. Each of the Borrower
and each Subsidiary:

                           (i)      is a corporation duly organized and validly
         existing under the laws of its jurisdiction of incorporation;

                           (ii)     has all requisite power and authority and
         all necessary licenses and permits to own and operate its properties
         and to carry on its business as now conducted and as presently proposed
         to be conducted, except where failures to have such licenses and
         permits would not, in the aggregate, have a Material Adverse Effect;
         and

                           (iii)    is duly licensed or qualified and is in good
         standing as a foreign corporation in each jurisdiction wherein the
         nature of the business transacted by it or the nature of the property
         owned or leased by it makes such licensing or qualification necessary,
         except where failures to be so licensed, qualified or in good standing
         would not, in the aggregate, have a Material Adverse Effect.

                  (b)      Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of this
Agreement and the Revolving Credit Notes are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Borrower or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Borrower or any of its Subsidiaries or result
in the creation or imposition of any Lien on any asset of the Borrower or any of
its Subsidiaries.

                  (c)      Binding Effect. This Agreement constitutes a valid
and binding agreement of the Borrower and each Revolving Credit Note, when
executed and delivered in accordance with this Agreement, will constitute a
valid and binding obligation of the Borrower, in each case enforceable in
accordance with its terms, except as limited by (i) bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) general principles
of equity.

                  (d)      Financial Information. (i) The consolidated balance
sheet of the Borrower and its Subsidiaries as of October 27, 2002 and the
related consolidated statements of operations and cash flows for the fiscal year
then ended, reported on by PricewaterhouseCoopers LLP and set forth in the
Borrower's 2002 Form 10-K (or an exhibit thereto), a copy of which has been
obtained by each of the Lenders, fairly present, in conformity with generally
accepted accounting principles, the consolidated financial position of the
Borrower and its Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

                                       28
<PAGE>

                           (ii)     There has been no material adverse change
         since October 27, 2002 in the business, financial position or results
         of operations of the Borrower and its Subsidiaries, considered as a
         whole, except as disclosed in the Borrower's filings with the SEC prior
         to the Effective Date.

                  (e)      Litigation. Except as set forth under the heading
"Legal Proceedings" in the Borrower's 2002 Form 10-K and as disclosed in any SEC
filings of the Borrower made prior to the Effective Date, and then only to the
extent that there have been no adverse developments with respect to such "Legal
Proceedings" since such Form 10-K was delivered to the Administrative Agent,
there is no action, suit or proceeding pending against, or to the knowledge of
the Borrower any investigation, action, suit or proceeding threatened against or
affecting, the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official (i) in which there is a
reasonable possibility of an adverse determination which would have a Material
Adverse Effect, or (ii) which in any manner draws into question the validity of
this Agreement or the Revolving Credit Notes.

                  (f)      Compliance with ERISA. Each member of the ERISA Group
has fulfilled its obligations under the minimum funding standards of ERISA and
the Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code which will
violate Section 5.02(a) hereof or (iii) incurred any unpaid liability in excess
of $75,000,000 under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.

                  (g)      Environmental Matters. The Borrower has a process of
conducting periodic internal reviews relating to compliance by the Borrower and
its Subsidiaries with Environmental Laws and liabilities thereunder. On the
basis of such reviews and other business processes, except as set forth in the
Borrower's 2002 Form 10-K, nothing has come to the attention of the Borrower
which would lead it to believe that costs associated with compliance with
Environmental Laws or liabilities thereunder (including, without limitation, any
capital or operating expenses required for cleanup, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any potential liabilities to
third parties) would have a Material Adverse Effect.

                  (h)      Taxes. All federal and state income tax returns
required to be filed by the Borrower or any Subsidiary in any jurisdiction have,
in fact, been filed and all other tax returns required to be filed in any other
jurisdiction have, in fact, been filed, except where the failure to so file in
such jurisdictions (other than in connection with federal or state income tax
returns) would not have a Material Adverse Effect, and all taxes, assessments,
fees and other governmental charges upon the Borrower or any Subsidiary or upon
any of their respective properties, income or franchises, which are shown to be
due and payable in such returns, have been paid. For all taxable years ending on
or before October 1994, the Federal income tax liability of the Borrower and its
Subsidiaries has been satisfied and either the period of limitations on
assessment of additional Federal income tax has expired or the Borrower and its
Subsidiaries have entered into an agreement with the Internal Revenue Service
closing conclusively the total tax liability for the taxable year. The
provisions for taxes on the books of the Borrower and each Subsidiary are
adequate for all open years, and for its current fiscal period.

                                       29
<PAGE>

                  (i)      No Regulatory Restrictions on Borrowing. The Borrower
is not (i) primarily engaged in a business or businesses of investing,
reinvesting, owning, holding or trading in securities; (ii) a "holding company"
or a "subsidiary company" of a holding company within the meaning of the Public
Utility Holding Company Act of 1935, as amended; or (iii) otherwise subject to
any regulatory scheme applicable to it which restricts its ability to incur debt
under this Agreement.

                  (j)      Full Disclosure. All written information heretofore
furnished by the Borrower to the Administrative Agent or any Lender for purposes
of or in connection with this Agreement or any transaction contemplated hereby
does not, and all such written information hereafter furnished by the Borrower
to the Administrative Agent or any Lender will not, contain any untrue statement
of a material fact or in the aggregate omit a material fact necessary to make
the statements therein not misleading on the date as of which such information
is stated or certified. There is no fact peculiar to the Borrower or its
Subsidiaries which the Borrower has not disclosed to the Lenders in writing
which has had or, so far as the Borrower can now reasonably foresee, will have a
Material Adverse Effect.

                                    ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01 Affirmative Covenants. So long as any Revolving
Credit Advance or the Term Loan shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will:

                  (a)      Compliance with Laws, Etc. Comply, and cause each
Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules and
regulations thereunder) except (A) where the necessity of compliance therewith
is contested in good faith by appropriate proceedings or (B) where the violation
of which, individually or in the aggregate, would not reasonably be expected to
(x) result in a Material Adverse Effect or (y) if such violation is not
remedied, result in any Lien not permitted under Section 5.02(a).

                  (b)      Payment of Obligations. Pay and discharge, and cause
each Subsidiary to pay and discharge, at or before maturity, all their
respective material obligations and liabilities, including, without limitation,
tax liabilities, except where the same may be contested in good faith by
appropriate proceedings, and maintain, and cause each Subsidiary to maintain, in
accordance with GAAP, appropriate reserves for the accrual of any of the same.

                  (c)      Maintenance of Property; Insurance. (i) Keep, and
cause each Subsidiary to keep, all property useful and necessary in its business
in good working order and condition, ordinary wear and tear excepted; provided
that nothing in this Section 5.01(c)(i) shall prevent the abandonment of any
property if such abandonment does not result in any Default hereunder and the
Borrower determines, in the exercise of its reasonable business judgment, that
such abandonment is in the interest of the Borrower.

                           (ii)     Maintain, and cause each Subsidiary to
         maintain, insurance coverage by financially sound and reputable
         insurers and in such forms and amounts and against such risks as are
         customary for corporations of established reputation engaged in the
         same or a similar business and owning and operating similar properties
         in similar locations.

                  (d)      Preservation of Corporate Existence, Etc. Preserve,
renew and keep in full force and effect, and cause each Subsidiary to preserve,
renew and keep in full force and effect, their respective corporate existence
and their respective rights, privileges and franchises, except to the extent
that failures

                                       30
<PAGE>

to maintain their respective rights, privileges and franchises could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect; provided
that nothing in this Section 5.01(d) shall prohibit (A) the merger of a
Subsidiary into the Borrower or the merger or consolidation of a Subsidiary with
or into another Person if the corporation surviving such consolidation or merger
is a Subsidiary and if, in each case, after giving effect thereto, no Default
shall have occurred and be continuing or (B) the termination of the corporate
existence of any Subsidiary if such termination does not result in any Default
hereunder and the Borrower determines, in the exercise of its reasonable
business judgment, that such termination is in the interest of the Borrower.

                  (e)      Visitation Rights. Permit any Lender (i) to visit and
inspect during normal business hours (at the expense of such Lender unless an
Event of Default has occurred and is continuing), under the Borrower's guidance
and, so long as no Default shall have occurred and be continuing, upon not less
than three Business Days' prior notice, any of the properties of the Borrower or
any Subsidiary, (ii) to examine (to the extent material to ascertaining
compliance with the terms and provisions hereof or to the extent reasonably
related to the financial condition or material operations of the Borrower or a
Subsidiary) all of their books of account, records, reports and other papers,
and to make copies and extracts therefrom (other than attorney-client privileged
and attorney work-product documents) and (iii) to the extent material to
ascertaining compliance with the terms and provisions hereof or to the extent
reasonably related to the financial condition or material operations of the
Borrower or a Subsidiary, to discuss their respective affairs, finances and
accounts with their respective officers, employees (who are managers or
officers), and independent public accountants and by this provision the Borrower
authorizes said accountants to discuss with such Lenders the finances and
affairs of the Borrower and its Subsidiaries; provided that such Lender shall
have given prior written notice to the Borrower of its intention to discuss such
finances and affairs with such accountants and have given the Borrower the
opportunity to participate in such discussions, all at such reasonable times and
as often as may be reasonably requested. Notwithstanding the above, the Borrower
may, if and to the extent required by applicable law, deny such access or
information to any Lender.

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

                  (g)      Reporting Requirements. Deliver in writing or by
email to each of the Lenders (except as stated in clauses (i), (ii), (iv), (vi),
(vii) and (ix) below and Section 8.01(b)) or make available electronically:

                           (i)      as soon as available and in any event within
         45 days after the end of each quarterly fiscal period (except the last)
         of each fiscal year, copies of:

                                    (A)      a consolidated balance sheet of the
                           Borrower and its Subsidiaries as of the close of such
                           quarterly fiscal period, setting forth in comparative
                           form the consolidated figures as of the close of the
                           fiscal year then most recently ended,

                                    (B)      consolidated statements of
                           operations of the Borrower and its Subsidiaries for
                           such quarterly fiscal period and for the portion of
                           the fiscal year ending with such quarterly fiscal
                           period, in each case setting forth in comparative
                           form the consolidated figures for the corresponding
                           period and portion of the preceding fiscal year and

                                       31
<PAGE>

                                    (C)      a consolidated statement of cash
                           flows of the Borrower and its Subsidiaries for the
                           portion of the fiscal year ending with such quarterly
                           fiscal period, setting forth in comparative form the
                           consolidated figures for the corresponding period of
                           the preceding fiscal year,

                  it being agreed that (1) delivery of such financial statements
                  shall be deemed to be a representation by the Borrower that
                  such financial statements fairly present, in conformity with
                  GAAP, the consolidated financial position of the Borrower and
                  its Subsidiaries as of the close of such quarterly fiscal
                  period and their consolidated results of operations and cash
                  flows for the portion of the fiscal year ending at the end of
                  such quarterly fiscal period (subject to normal year-end
                  adjustments) and (2) the Borrower may satisfy the requirements
                  of this Section 5.01(a)(i) by filing its Quarterly Report on
                  Form 10-Q with the SEC; provided that such Form 10-Q satisfies
                  the foregoing requirements of this paragraph (i);

                           (ii)     as soon as available and in any event within
         90 days after the close of each fiscal year of the Borrower, copies of:

                                    (A)      a consolidated balance sheet of the
                           Borrower and its Subsidiaries as of the close of such
                           fiscal year, and

                                    (B)      consolidated statements of
                           operations and cash flows of the Borrower and its
                           Subsidiaries for such fiscal year,

                  in each case setting forth in comparative form the
                  consolidated figures for the two preceding fiscal years, all
                  in reasonable detail and accompanied by a report thereon of a
                  firm of independent public accountants of recognized national
                  standing selected by the Borrower to the effect that the
                  consolidated financial statements present fairly, in all
                  material respects, the consolidated financial position of the
                  Borrower and its Subsidiaries as of the end of the fiscal year
                  being reported on and their consolidated results of operations
                  and cash flows for said year in conformity with GAAP and that
                  the examination of such accountants in connection with such
                  financial statements has been conducted in accordance with
                  generally accepted auditing standards, it being agreed that
                  the Borrower may satisfy the requirements of this Section
                  5.01(a)(ii) by filing its Annual Report on Form 10-K with the
                  SEC; provided that such Form 10-K (including the exhibits
                  filed therewith) satisfies the requirements of this paragraph
                  (ii);

                           (iii)    promptly upon receipt thereof, one copy of
         each interim or special audit made by independent accountants of the
         books of the Borrower or any Subsidiary and any management letter
         received from such accountants, in all cases, material to the financial
         condition or operations of the Borrower or of the Borrower and its
         Subsidiaries taken as a whole;

                           (iv)     promptly upon their becoming available, one
         copy of each financial statement, report, notice or proxy statement
         sent by the Borrower to stockholders generally and of each regular or
         periodic report, and any registration statement or prospectus (other
         than those on Form S-8) filed by the Borrower or any Subsidiary with
         any securities exchange or the SEC or any successor agency; provided
         that the filing of such document with the SEC shall satisfy such
         requirement, and copies of any orders in any proceedings to which the
         Borrower or any of its Subsidiaries is a party, issued by any
         governmental agency, Federal or state, having jurisdiction over the
         Borrower or any of its Subsidiaries, which orders are material to the
         financial condition or operations of the Borrower or the Borrower and
         its Subsidiaries taken as a whole;

                                       32
<PAGE>

                           (v)      promptly upon the occurrence thereof,
         written notice of (A) a Reportable Event with respect to any Plan; (B)
         the institution of any steps by the Borrower, any ERISA Affiliate, the
         PBGC or any other person to terminate any Plan if such termination were
         to result in a liability of the Borrower or any Subsidiary to the PBGC
         in an amount which could materially and adversely affect the condition,
         financial or otherwise, of the Borrower or of the Borrower and its
         Subsidiaries taken as a whole; (C) the institution of any steps by the
         Borrower or any ERISA Affiliate to withdraw from any Plan or any
         Multiemployer Plan if such withdrawal would result in a liability of
         the Borrower or any Subsidiary in an amount which could materially and
         adversely affect the condition, financial or otherwise, of the Borrower
         or of the Borrower and its Subsidiaries taken as a whole; (D) a
         "prohibited transaction" within the meaning of Section 406 of ERISA
         (which has not been exempted under or pursuant to Section 408 of ERISA)
         in connection with any Plan if such "prohibited transaction" would
         result in a liability of the Borrower or any Subsidiary in an amount
         which could materially and adversely affect the condition, financial or
         otherwise, of the Borrower or of the Borrower and its Subsidiaries
         taken as a whole; (E) any increase in the contingent liability of the
         Borrower or any Subsidiary with respect to any post-retirement welfare
         liability in an amount that could have a Material Adverse Effect; or
         (F) the taking of any action by, or the threat in writing of the taking
         of any action by, the Internal Revenue Service, the Department of Labor
         or the PBGC with respect to any of the foregoing;

                           (vi)     within the periods provided in paragraphs
         (i) and (ii) above, a certificate of an authorized financial officer of
         the Borrower stating that such officer has reviewed the provisions of
         this Agreement and (A) setting forth the information and computations
         (in sufficient detail) required in order to establish whether the
         Borrower was in compliance with the requirements of Sections 5.02(a),
         5.02(e) and 5.03 at the end of the period covered by the financial
         statements then being furnished and (B) stating whether there existed
         as of the date of such financial statements and whether, to the best of
         such officer's knowledge, there exists on the date of the certificate
         or existed at any time during the period covered by such financial
         statements any Default and, if any such condition or event exists on
         the date of the certificate, specifying the nature and period of
         existence thereof and the action the Borrower is taking and proposes to
         take with respect thereto; provided, that the email of such certificate
         in accordance with Section 8.01(b) shall satisfy the delivery
         requirements of this paragraph;

                           (vii)    within the period provided in paragraph (ii)
         above, a certificate of the accountants who render an opinion with
         respect to such financial statements, stating (A) that they have
         reviewed this Agreement, and (B) whether, in making their audit, such
         accountants have become aware of any Default under Section 6.01 insofar
         as any such terms or provisions pertain to or involve accounting
         matters or determinations, and if any such condition or event then
         exists specifying the nature and period of existence thereof; provided,
         that the email of such certificate in accordance with Section 8.01(b)
         shall satisfy the delivery requirements of this paragraph;

                           (viii)   within five days after any officer of the
         Borrower obtains knowledge of any Default, if such Default is then
         continuing, a certificate of the chief financial officer or the chief
         accounting officer of the Borrower setting forth the details thereof
         and the action which the Borrower is taking and proposes to take with
         respect thereto;

                           (ix)     promptly upon any change in the Public Debt
         Rating, a notice reporting such change and stating the date on which
         such change was publicly announced by the relevant rating agency, such
         notice to be delivered by the Borrower to the Administrative Agent
         (which shall promptly advise the Lenders thereof if the Applicable
         Margin, the Applicable Percentage or the Applicable Utilization Fee is
         affected by such change in the Public Debt Rating); and

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<PAGE>

                           (x)      from time to time such additional
         information regarding the financial position or business of the
         Borrower and its Subsidiaries as the Administrative Agent, at the
         request of any Lender, may reasonably request.

                  SECTION  5.02 Negative Covenants. So long as any Revolving
Credit Advance or the Term Loan shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will not:

                  (a)      Liens, Etc. Create, incur or suffer to exist, or
permit any of its Subsidiaries to create, incur or suffer to exist, any Lien on
or with respect to any of its properties, whether now owned or hereafter
acquired, or upon any income or profits therefrom, or acquire or agree to
acquire, or permit any Subsidiary to acquire, any property or assets upon
conditional sales agreements or other title retention devices, except:

                           (i)      Liens for property taxes and assessments or
         governmental charges or levies and Liens securing claims or demands of
         mechanics and materialmen, provided that payment thereof is not at the
         time required by Section 5.01(a) or (b);

                           (ii)     any Lien of or resulting from any judgment
         or award; provided that either (A) the amount secured thereby does not
         exceed $75,000,000 or (B) if the amount secured thereby does exceed
         $75,000,000, the time for the appeal or petition for rehearing of such
         judgment or award shall not have expired, or the Borrower or a
         Subsidiary shall in good faith be prosecuting an appeal or proceeding
         for a review thereof, and execution of such judgment or award shall be
         stayed pending such appeal or proceeding for review;

                           (iii)    Liens incidental to the conduct of business
         conducted by the Borrower and its Subsidiaries in the ordinary course
         of business or the ownership of properties and assets owned by the
         Borrower and its Subsidiaries (including Liens in connection with
         worker's compensation, unemployment insurance and other like laws,
         warehousemen's and attorneys' liens and statutory landlords' liens) and
         Liens to secure the performance of bids, tenders or trade contracts, or
         to secure statutory obligations, surety or appeal bonds or other Liens
         of like general nature incurred in the ordinary course of business of
         the Borrower and its Subsidiaries and not in connection with the
         borrowing of money, provided in each case, the obligation secured is
         not overdue or, if overdue, is being contested in good faith by
         appropriate actions or proceedings;

                           (iv)     survey exceptions or encumbrances,
         encroachments, easements or reservations, or rights of others for
         rights-of-way, utilities and other similar purposes, zoning
         restrictions, declarations of covenants, conditions and restrictions,
         other title exceptions or other restrictions as to the use of real
         properties, which are necessary or appropriate in the good faith
         judgment of the Borrower for the conduct of the business of the
         Borrower and its Subsidiaries and which, individually or in the
         aggregate, do not in any event materially impair their use in the
         operation of the business of the Borrower or of the Borrower and its
         Subsidiaries taken as a whole;

                           (v)      Liens securing Indebtedness of a Subsidiary
         to the Borrower or to another Subsidiary;

                           (vi)     Liens existing as of the Effective Date and
         reflected in Schedule 5.02(a) hereto, including any renewals,
         extensions or replacements of any such Lien, provided that:

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<PAGE>

                                    (A)      no additional property is
                           encumbered in connection with any such renewal,
                           extension or replacement of any such Lien; and

                                    (B)      there is no increase in the
                           aggregate principal amount of Debt secured by any
                           such Lien from that which was outstanding or
                           permitted to be outstanding with respect to such Lien
                           as of the Effective Date or the date of such renewal,
                           extension or replacement, whichever is greater;

                           (vii)    Liens incurred after the Effective Date
         given to secure the payment of the purchase price and/or other direct
         costs incurred in connection with the acquisition, construction,
         improvement or rehabilitation of assets including Liens incurred by the
         Borrower or any Subsidiary securing Debt incurred in connection with
         industrial development bond and pollution control financings, including
         Liens existing on such assets at the time of acquisition thereof or at
         the time of acquisition by the Borrower or a Subsidiary of any business
         entity (including a Subsidiary) then owning such assets, whether or not
         such existing Liens were given to secure the payment of the purchase
         price of the assets to which they attach, provided that (A) except in
         the case of Liens existing on assets at the time of acquisition of a
         Subsidiary then owning such assets, the Lien shall be created within
         twelve (12) months of the later of the acquisition of, or the
         completion of the construction or improvement in respect of, such
         assets and shall attach solely to the assets acquired, purchased, or
         financed, (B) except in the case of Liens existing on assets at the
         time of acquisition of a Subsidiary then owning such assets or Liens in
         connection with industrial development bond or pollution control
         financings, at the time of the incurrence of such Lien, the aggregate
         amount remaining unpaid on all Debt secured by Liens on such assets
         whether or not assumed by the Borrower or a Subsidiary shall not exceed
         an amount equal to 75% of the lesser of the total purchase price or
         fair market value, at the time such Debt is incurred, of such assets
         (as determined in good faith by the Board of Directors of the
         Borrower), and (C) all such Debt shall have been incurred within the
         applicable limitation provided in Section 5.02(e);

                           (viii)   Liens arising from the sale or transfer of
         accounts receivable and notes of the Borrower and its Subsidiaries,
         provided that (A) the Borrower and its Subsidiaries shall receive
         adequate consideration therefor and (B) all Debt, if any, secured by
         such Liens is incurred within the applicable limitation of Section
         5.02(e);

                           (ix)     Liens on notes or accounts receivable sold
         or transferred in a transaction which is accounted for as a true sale
         under GAAP;

                           (x)      Liens securing Debt, to the extent that such
         Liens are not otherwise permitted by this Section 5.02(a), provided
         that (A) immediately after giving effect to the incurrence of any such
         Lien, the sum of the aggregate principal amount of all outstanding Debt
         secured by Liens permitted solely by reason of this Sections 5.02(a)(x)
         shall not exceed 15% of Consolidated Net Tangible Assets, and (B) the
         incurrence of such Debt is permitted by Section 5.02(e); and

                           (xi)     Liens incurred in connection with any
         renewals, extensions or refundings of any Debt secured by Liens
         described in Sections 5.02(a)(vii), (viii), (ix) or (x), provided that
         there is no increase in the aggregate principal amount of Debt secured
         thereby and no additional property is encumbered.

In the event that any property of the Borrower or its Subsidiaries is subjected
to a lien in violation of this Section 5.02(a), but no other provision of this
Agreement including, without limitation, Section 5.02(e)

                                       35
<PAGE>

(the Indebtedness secured by such lien being referred to as "Prohibited Secured
Indebtedness"), such violation shall not constitute an Event of Default
hereunder if the Borrower, substantially simultaneously with the incurrence of
such lien, makes or causes to be made a provision whereby the Revolving Credit
Notes will be secured equally and ratably with all Prohibited Secured
Indebtedness and delivers to the Lenders an opinion to that effect, and, in any
case, the Revolving Credit Notes shall have the benefit, to the full extent
that, and with such priority as, the Lenders may be entitled to under applicable
law, of an equitable lien to secure the Revolving Credit Notes on such property
of the Borrower or its Subsidiaries that secures Prohibited Secured
Indebtedness. The opinion referred to in the preceding sentence shall be
addressed to each of the Lenders, shall contain such qualifications and
limitations as are reasonably acceptable to the Lenders and shall be delivered
by counsel of nationally recognized standing selected by the Borrower and
satisfactory to the Required Lenders. Such counsel shall be deemed to be
satisfactory to the Required Lenders unless, during the 15 day period after the
Lenders have received written notice identifying such counsel, Lenders having
more than 40% of the aggregate amount of the Commitments or, if the Commitments
shall have been terminated, more than 40% of the aggregate unpaid principal
amount of the Revolving Credit Advances, shall have objected to such selection
in writing to the Borrower.

                  Notwithstanding any of the foregoing provisions of this
Section 5.02(a) including, without limitation, the terms and provisions of the
preceding paragraph of this Section 5.02(a), the Borrower shall not, and shall
not permit any Subsidiary to, create or incur, or suffer to be incurred or to
exist, any Lien (other than Liens described in Section 5.02(a)(i) through (iv),
inclusive) upon any land, property or buildings (or any interest therein)
described as Special Unencumbered Property in Schedule 5.02(a)(xii) hereto.

                  (b)      Consolidations, Mergers and Sales of Assets.
Consolidate or merge with or into any other Person or sell, lease or otherwise
transfer, directly or indirectly, all or substantially all of its assets to any
other Person; provided that the Borrower may merge with another Person if
immediately after giving effect to such merger (x) no Default shall exist, and
(y) the Borrower is the surviving entity.

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

                  (d)      Change in Nature of Business. Engage, or permit any
of its Subsidiaries to engage, in any business if, as a result, the primary
business, taken on a consolidated basis, which would then be engaged in by the
Borrower and its Subsidiaries would be substantially changed from the business
of the manufacture of capital equipment for the electronics industry.

                  (e)      Debt. Consolidated Debt shall at all times be less
than 50% of Consolidated Net Tangible Assets; provided that, at any time when
the equity investments (valued at their then current book value) of the Borrower
and its Subsidiaries in Equity Affiliates would otherwise exceed 5% of
Consolidated Net Tangible Assets, Consolidated Net Tangible Assets shall be
adjusted for purposes of this Section by deducting such equity investments
(valued at their then current book value).

                  (f)      Use of Proceeds. Use proceeds of the Revolving Credit
Advances made under this Agreement, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of buying or carrying Margin Stock
unless, at all times when any such proceeds are used to buy or carry Margin
Stock, not more than 25% of the value (as determined by any reasonable method)
of the assets (either of the Borrower only or of the Borrower and its
Subsidiaries on a consolidated basis) which are subject to any restriction in
Sections 5.02(a) or 5.02(b) consists of Margin Stock.

                                       36
<PAGE>

                  (g)      Transactions with Affiliates. Enter into or be a
party to, or permit any Subsidiary to enter into or be a party to, any
transaction or arrangement with any Affiliate (including, without limitation,
the purchase from, sale to or exchange of property with, or the rendering of any
service by or for, any Affiliate), except in the ordinary course of and pursuant
to the reasonable requirements of the Borrower's or such Subsidiary's (as the
case may be) business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than would be obtained in a comparable
arm's-length transaction with a Person other than an Affiliate.

                  SECTION 5.03 Financial Covenants. So long as any Revolving
Credit Advance or the Term Loan shall remain unpaid or any Lender shall have any
Commitment hereunder, the Borrower will:

                  (a)      Consolidated Tangible Net Worth. Maintain at all
times Consolidated Tangible Net Worth at an amount not less than the sum of:

                           (i)      *** plus

                           (ii)     *** of Consolidated Net Income for the
         period from October 27, 2002 to and including the date of any
         calculation hereunder, plus;

                           (iii)    *** of the aggregate net proceeds received
         from the issuance from time to time of any equity of the Borrower or
         any Subsidiary during the period from October 27, 2002 to and including
         the date of any calculation hereunder, excluding any proceeds from the
         issuance of any equity pursuant to an employee stock plan.

                  (b)      Cash and Cash Equivalents. Maintain at all times the
sum of the aggregate amount of Cash and Cash Equivalents for the Borrower and
its Subsidiaries less the amount of Consolidated Funded Debt of the Borrower in
an amount not less than ***.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

                  (a)      the Borrower shall fail to pay any principal of any
Revolving Credit Advance when due or shall fail to pay any interest, fee, or
other amount payable hereunder within three Business Days or five days after it
becomes due, whichever is later;

                  (b)      any representation, warranty, certification or
statement made by the Borrower in this Agreement or in any certificate,
financial statement or other document delivered pursuant to this Agreement shall
prove to have been incorrect in any material respect when made (or deemed made);

                  (c)      the Borrower shall fail to perform or observe any
other term, covenant or agreement contained in this Agreement on its part to be
performed or observed (other than clause (a) above) if such failure shall remain
unremedied for 30 days after written notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender;

----------
*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

                                       37
<PAGE>

                  (d)      the Borrower or any Subsidiary shall fail to make any
payment in respect of any Material Financial Obligations when due or within any
applicable grace period;

                  (e)      any event or condition shall occur which results in
the acceleration of the maturity of any Material Debt or enables (after the
lapse of any cure period and the receipt of any required notices) the holder of
such Debt or any Person acting on such holder's behalf to accelerate the
maturity thereof;

                  (f)      the Borrower or any Subsidiary shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall admit in writing its inability to pay its debts generally,
or shall take any corporate action to authorize any of the foregoing; provided
that no event otherwise constituting an Event of Default under this clause (f)
shall be an Event of Default if the total assets of all entities with respect to
which an event has occurred which would otherwise have constituted an Event of
Default under this clause (f) or clause (g) do not exceed $75,000,000 in the
aggregate;

                  (g)      an involuntary case or other proceeding shall be
commenced against the Borrower or any Subsidiary seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days; or an order for relief shall be entered against the Borrower
or any Subsidiary under the federal bankruptcy laws as now or hereafter in
effect; provided that no event otherwise constituting an Event of Default under
this clause (g) shall be an Event of Default if the total assets of all entities
with respect to which an event has occurred which would otherwise have
constituted an Event of Default under clause (f) or this clause (g) do not
exceed $75,000,000 in the aggregate;

                  (h)      any ERISA Affiliate shall fail to pay when due (or in
the case of an ERISA Affiliate acquired by the Borrower or a Subsidiary after
the due date thereof, within 30 days after such ERISA Affiliate is so acquired)
an amount or amounts aggregating in excess of $75,000,000 which it shall have
become liable to pay under Title IV of ERISA; or notice of intent to terminate a
Material Plan shall be filed under Title IV of ERISA by any ERISA Affiliate, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan; or there shall occur
a complete or partial withdrawal from, or a default, within the meaning of
Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans
which could cause one or more ERISA Affiliates to incur a current payment
obligation in excess of $50,000,000;

                  (i)      final judgments or orders for the payment of money in
excess of $75,000,000 in the aggregate (excluding amounts with respect to which
a financially sound and reputable insurer has admitted liability) shall be
rendered against the Borrower or any Subsidiary and such judgments or orders
shall continue unsatisfied and unstayed for a period of 30 consecutive days; or

                  (j)      either (i) any person or group of persons (within the
meaning of Section 13 or 14 of the Exchange Act) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3

                                       38
<PAGE>

promulgated by the SEC under said Act) of 30% or more of the outstanding shares
of Voting Stock of the Borrower; or (ii) during any period of 12 consecutive
calendar months, commencing before or after the date of this Agreement,
individuals who were directors of the Borrower on the first day of such period
(the "Initial Directors") shall cease for any reason to constitute a majority of
the board of directors of the Borrower unless the Persons replacing such
individuals were nominated or elected by a majority of the directors (x) who
were Initial Directors at the time of such nomination or election and/or (y) who
were nominated or elected by a majority of directors who were Initial Directors
at the time of such nomination or election;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Revolving Credit Advances to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the Revolving Credit Advances (or the Term Loan, if
applicable), all interest thereon and all other amounts payable under this
Agreement to be forthwith due and payable, whereupon the Revolving Credit
Advances (or the Term Loan, if applicable), all such interest and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower; provided, however, that in the case of any of the Events
of Default specified in clause (f) or (g) above with respect to the Borrower,
without any notice to the Borrower or any other act by the Administrative Agent
or the Lenders, the Commitments shall thereupon terminate and the Revolving
Credit Advances (together with accrued interest thereon) shall immediately
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.

                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

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

                  SECTION 7.02 Administrative Agent's Reliance, Etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent: (i) may treat the Lender that made any
Revolving Credit Advance as the holder of the Debt resulting therefrom until the
Administrative Agent receives and accepts an Assumption Agreement entered into
by an Assuming Lender as provided in Section 2.17 or 2.18, as the case may be,
or an Assignment and Acceptance entered into by such Lender, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult
with legal counsel (including counsel for the

                                       39
<PAGE>

Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance or observance of any of
the terms, covenants or conditions of this Agreement on the part of the Borrower
or to inspect the property (including the books and records) of the Borrower;
(v) shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; and (vi) shall incur
no liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier)
believed by it to be genuine and signed or sent by the proper party or parties.

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

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

                  SECTION 7.05 Indemnification. The Lenders agree to indemnify
the Administrative Agent (to the extent not reimbursed by the Borrower), ratably
according to the respective principal amounts of the Revolving Credit Advances
then owed to each of them (or if no Revolving Credit Advances are at the time
outstanding, ratably according to the respective amounts of their Commitments),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Administrative Agent in any way relating to or
arising out of this Agreement or any action taken or omitted by the
Administrative Agent under this Agreement (collectively, the "Indemnified
Costs"), provided that no Lender shall be liable for any portion of the
Indemnified Costs resulting from the Administrative Agent's gross negligence or
willful misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of
any reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, to the
extent that the Administrative Agent is not reimbursed for such reasonable
expenses by the Borrower. In the case of any investigation, litigation or
proceeding giving rise to any Indemnified Costs, this Section 7.05 applies
whether any such investigation, litigation or proceeding is brought by the
Administrative Agent, any Lender or a third party.

                                       40
<PAGE>

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

                  SECTION 7.07 Other Agents. Each Lender hereby acknowledges
that none of the Syndication Agent, the Co-Documentation Agents or any other
Lender designated as any "Agent" on the signature pages hereof has any liability
hereunder other than in its capacity as a Lender.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  SECTION 8.01 Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Revolving Credit Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Borrower and the Required Lenders,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that :

                  (a)      no amendment, waiver or consent shall, unless in
writing and signed by all of the Lenders, do any of the following at any time:

                           (i)      waive any of the conditions specified in
         Section 3.01;

                           (ii)     change the number of Lenders or the
         percentage of the Commitments or the aggregate outstanding principal
         amount of Revolving Credit Advances that shall be required for any of
         the Lenders to take any action hereunder; or

                           (iii)    change this Section 8.01.

                  (b)      no amendment, waiver or consent shall, unless in
writing and signed by the Borrower, the Required Lenders and each of the Lenders
that has a Commitment or is owed any amounts under or in respect thereof, if
such Lender is directly affected by such amendment, waiver or consent:

                           (i)      increase the Commitments of such Lender or
         subject such Lender to any additional obligations (other than as
         provided in Section 2.17 hereto);

                                       41
<PAGE>

                           (ii)     reduce the principal or interest rate of, or
         interest on, any Revolving Credit Advance of such Lender or any fees or
         other amounts payable hereunder to such Lender; or

                           (iii)    postpone any date scheduled for any payment
         of principal of, or interest on, any Revolving Credit Advance of such
         Lender or any fees or other amounts payable to such Lender.

                  SECTION 8.02 Notices, Etc. (a) Except to the extent set forth
in Section 8.02(b) and in the proviso to this Section 8.02(a), all notices and
other communications provided under this Agreement shall be in writing
(including telecopier or email communication) and mailed, telecopied, emailed or
delivered (x) if to the Borrower, at its address at 3050 Bowers Avenue, Santa
Clara, California 95054, Attention: Robert Friess; Telecopier: 408-986-7825;
email: Robert_Friess@amat.com, with a copy to George S. Davis at his email
address: george_davis@amat.com; provided, that if such notice is to be delivered
pursuant to Section 6.01, 7.05, 8.01 or 8.07, then such notice shall be
delivered by mail or express delivery (and not delivered electronically or by
telecopy) at the address above to the Attention of: George S. Davis, Treasurer
(or his successor) and Joseph Sweeney, Group Vice President, Legal Affairs and
Intellectual Property (or his successor), or at such other address as shall be
designated by Borrower in a written notice to the other parties; (y) if to any
Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto and if to any other Lender, at its Domestic Lending Office
specified in the Assumption Agreement or the Assignment and Acceptance pursuant
to which it became a Lender or at such other address as shall be designated by
such party in a written notice to the Borrower and the Administrative Agent; and
(z) if to the Administrative Agent, at its address at Two Penns Way, New Castle,
Delaware 19720, Attention: Bank Loan Syndications Department; Telecopier:
213-289 1899; email gregory.davis@citigroup.com and
william.timmons@citigroup.com, or at such other address as shall be designated
by the Administrative Agent in a written notice to the other parties, provided
that materials required to be delivered pursuant to Sections 5.01(g)(vi) and
(vii) shall be delivered to the Administrative Agent as specified in Section
8.02(b) or as otherwise specified to the Borrower by the Administrative Agent
from time to time. All such notices and communications shall, when mailed,
telecopied or e-mailed, be effective when deposited in the mails, telecopied, or
confirmed by e-mail, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III or VII shall not be effective
until received by the Administrative Agent. Delivery by telecopier of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or the Revolving Credit Notes or of any Exhibit hereto to be executed
and delivered hereunder shall be effective as delivery of a manually executed
counterpart thereof.

                  (b)      So long as Citibank or any of its Affiliates is the
Administrative Agent, materials required to be delivered pursuant to Sections
5.01(g)(vi) and (vii) shall be delivered to the Administrative Agent in an
electronic medium in a format acceptable to the Administrative Agent and the
Lenders by e-mail at oploanswebadmin@citigroup.com. The Borrower agrees that the
Administrative Agent may make such materials, as well as any other written
information, documents, instruments and other material relating to the Borrower,
any of its Subsidiaries or any other materials or matters relating to this
Agreement, the Revolving Credit Notes or any of the transactions contemplated
hereby (collectively, the "Communications") available to the Lenders by posting
such notices on Intralinks, "e-Disclosure," the Administrative Agent's internet
delivery system that is part of Fixed Income Direct, Global Fixed Income's
primary web portal, or a substantially similar electronic system (the
"Platform"), according to procedures to be agreed between the Administrative
Agent and the Borrower from time to time; provided, that the Administrative
Agent agrees not to post certain specific non-public information on the
Platform, at the reasonable request of the Borrower. The Borrower acknowledges
that (i) the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated
with such distribution, (ii) the Platform is provided "as is" and "as available"
and

                                       42
<PAGE>

(iii) neither the Administrative Agent nor any of its Affiliates warrants the
accuracy, adequacy or completeness of the Communications or the Platform and
each expressly disclaims liability for errors or omissions in the Communications
or the Platform. No warranty of any kind, express, implied or statutory,
including, without limitation, 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 the Administrative Agent or any of its
Affiliates in connection with the Platform.

                  (c)      Each Lender agrees that notice to it (as provided in
the next sentence) (a "Notice") specifying that any Communications have been
posted to the Platform shall constitute effective delivery of such information,
documents or other materials to such Lender for purposes of this Agreement;
provided that if requested by any Lender the Administrative Agent shall deliver
a copy of the Communications to such Lender by email or telecopier. Each Lender
agrees (i) to notify the Administrative Agent in writing of such Lender's e-mail
address to which a Notice may be sent by electronic transmission (including by
electronic communication) on or before the date such Lender becomes a party to
this Agreement (and from time to time thereafter to ensure that the
Administrative Agent has on record an effective e-mail address for such Lender)
and (ii) that any Notice may be sent to such e-mail address.

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

                  SECTION 8.04 Costs and Expenses. (a) The Borrower shall pay
(i) all out-of pocket expenses of the Administrative Agent, including reasonable
fees and disbursements of special counsel for the Administrative Agent, in
connection with the preparation of this Agreement (subject to any limits agreed
upon in writing by the Borrower and the Administrative Agent), any waiver or
consent hereunder or any amendment hereof or any Default or alleged Default
hereunder and (ii) if an Event of Default occurs, all out-of pocket expenses
incurred by the Administrative Agent and each Lender, including (without
duplication) the reasonable fees and disbursements of outside counsel and the
allocated cost of inside counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement proceedings resulting
therefrom.

                  (b)      The Borrower agrees to indemnify and hold harmless
the Administrative Agent and each Lender and each of their Affiliates and their
officers, directors, employees, agents and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, reasonable fees and expenses of
counsel) that may be incurred by or asserted or awarded against any Indemnified
Party, in each case arising out of or in connection with or by reason of
(including, without limitation, in connection with any investigation, litigation
or proceeding or preparation of a defense in connection therewith) (i) the
Revolving Credit Notes, this Agreement, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Revolving Credit
Advances or (ii) the actual or alleged presence of Hazardous Substances on any
property of the Borrower or any of its Subsidiaries or any Environmental Action
relating in any way to the Borrower or any of its Subsidiaries, except to the
extent such claim, damage, loss, liability or expense resulted from such
Indemnified Party's gross negligence or willful misconduct. In the case of an
investigation, litigation or other proceeding to which the indemnity in this
Section 8.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower, its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. The Borrower also agrees not
to assert any claim for special, indirect, consequential or punitive damages

                                       43
<PAGE>

against the Administrative Agent, any Lender, any of their Affiliates, or any of
their respective directors, officers, employees, attorneys and agents, on any
theory of liability, arising out of or otherwise relating to the Revolving
Credit Notes, this Agreement, any of the transactions contemplated herein or the
actual or proposed use of the proceeds of the Revolving Credit Advances.

                  (c)      If any payment of principal with respect to any
Eurodollar Rate Advance or Adjusted CD Rate Advance, or any such Revolving
Credit Advance is Converted to a different Type of Revolving Credit Advance
(pursuant to Section 2.07(d) or (e), 2.09 or 2.11, acceleration of the maturity
of the Revolving Credit Advances pursuant to Section 6.01 or for any other
reason) other than on the last day of the Interest Period for such Revolving
Credit Advance, or if the Borrower fails to borrow, prepay, Convert or continue
any such Revolving Credit Advance after notice has been given to any Lender in
accordance with Section 2.02(a), 2.05, 2.08 or 2.09, the Borrower shall
reimburse each Lender for any resulting loss or expense (with interest if
appropriate) incurred by it or by an existing or prospective assignee or
participant in the related Revolving Credit Advance, including (without
limitation) any loss incurred in obtaining, liquidation or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or failure to borrow, prepay, Convert or continue; provided that such
Lender shall have delivered to the Borrower a certificate as to the amount of
such loss or expense, which certificate shall show in reasonable detail the
basis for calculating such amount and shall be conclusive in the absence of
manifest error.

                  (d)      Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in Sections 2.10, 2.13 and 8.04 shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
the Revolving Credit Notes.

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

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

                                       44
<PAGE>

                  SECTION 8.07 Assignments and Participations. (a) Each Lender
may with the consent of the Administrative Agent and the Borrower and, if
demanded by the Borrower (following a demand by such Lender pursuant to Section
2.10 or 2.13 and so long as no Default has occurred and is continuing) upon at
least five Business Days' notice to such Lender and the Administrative Agent,
will assign to one or more Persons all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Revolving Credit Advances owing to it and the
Revolving Credit Note held by it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under this Agreement, (ii) except in the case of an assignment
to a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender's rights and obligations under this Agreement, the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, (iv) each such assignment made as a result of
a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by
the Borrower after consultation with the Administrative Agent and shall be
either an assignment of all of the rights and obligations of the assigning
Lender under this Agreement or an assignment of a portion of such rights and
obligations made concurrently with another such assignment or other such
assignments that together cover all of the rights and obligations of the
assigning Lender under this Agreement, (v) no Lender shall be obligated to make
any such assignment as a result of a demand by the Borrower pursuant to this
Section 8.07(a) unless and until such Lender shall have received one or more
payments from either the Borrower or one or more Eligible Assignees in an
aggregate amount at least equal to the aggregate outstanding principal amount of
the Revolving Credit Advances owing to such Lender, together with accrued
interest thereon to the date of payment of such principal amount and all other
amounts payable to such Lender under this Agreement, and (vi) the parties to
each such assignment shall execute and deliver to the Administrative Agent, for
its acceptance and recording in the Register, an Assignment and Acceptance,
together with any Revolving Credit Note subject to such assignment and a
processing and recordation fee of $3,500. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and obligations under this Agreement, such Lender shall cease to be a party
hereto).

                  (b)      By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment and Acceptance, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) such assignee will, independently and without
reliance upon the Administrative Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or

                                       45
<PAGE>

not taking action under this Agreement; (v) such assignee confirms that it is an
Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

                  (c)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that it is an
Eligible Assignee, together with any Revolving Credit Note subject to such
assignment, the Administrative Agent shall, if such Assignment and Acceptance
has been completed and is in substantially the form of Exhibit C hereto, (i)
accept such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Borrower.

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

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

                  (f)      Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree in
writing to be bound by the terms of Section 8.08.

                  (g)      Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Revolving Credit Advances owing to it and any Revolving Credit Note held by it)

                                       46
<PAGE>

in favor of any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System.

                  SECTION 8.08 Confidentiality. (a) Each Lender and each Agent
agrees (on behalf of itself and each of its Affiliates, directors, employees and
representatives) to use reasonable precautions to keep confidential, in
accordance with safe and sound banking practices, any non-public information
supplied to it by the Borrower pursuant to this Agreement after such information
is identified by the Borrower as being confidential, provided that nothing
herein shall limit the disclosure of any such information (i) to the extent
required by statute, rule, regulation or judicial process, provided that the
Borrower is given prompt written notice (to the extent permitted by law) that
such disclosure is required, (ii) to counsel for any of the Lenders of the
Administrative Agent, (iii) to bank examiners, auditors or accountants, (iv) in
connection with any litigation to which any one or more of the Lenders is a
party, provided that the Borrower has been given prompt prior written notice (to
the extent permitted by law) of such proposed disclosure or (v) to any assignee
or participant (or prospective assignee or participant) so long as such assignee
or participant (or prospective assignee or participant), or any actual or
proposed contractual counterparty (or its advisors) to any securitization,
hedge, or other derivative transaction relating to the parties' obligations
hereunder, agrees in writing to be bound by the terms of this Section 8.08.

                  (b)      Notwithstanding anything herein to the contrary, the
Borrower, each Lender and each Agent may disclose to any and all persons,
without limitation of any kind, the U.S. tax treatment and tax structure of the
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to a Borrower, a Lender or an Agent, as the case may
be, relating to such U.S. tax treatment and tax structure.

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

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

                  SECTION 8.11 Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Revolving Credit Notes, or for recognition or enforcement of
any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Borrower hereby further
irrevocably consents to the service of process in any action or proceeding in
such courts by the mailing thereof by any parties hereto by registered or
certified mail, postage prepaid, to the Borrower at its address specified
pursuant to Section 8.02. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law, provided that this sentence shall not limit the right of any
party hereto to appeal any judgment. Nothing in this Agreement shall affect any
right that any party may otherwise have to bring any action or proceeding
relating to this Agreement or the Revolving Credit Notes in the courts of any
jurisdiction.

                                       47
<PAGE>

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

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

                                       48
<PAGE>

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

                           APPLIED MATERIALS, INC., as Borrower

                           By  /s/ Joseph R. Bronson
                               -----------------------------------------
                                  Name: Joseph R. Bronson
                                  Title: Executive Vice President and
                                         Chief Financial Officer

                           By  /s/ George S. Davis
                               -----------------------------------------
                                  Name: George S. Davis
                                  Title: Corporate Vice President and
                                         Treasurer

                           CITICORP USA, INC., as Lender

                           By  /s/ Avrum Spiegel
                               -----------------------------------------
                                  Name: Avrum Spiegel
                                  Title: Director

                           KEYBANK NATIONAL ASSOCIATION,
                           as Lender

                           By  /s/ Thomas A. Crandell
                               -----------------------------------------
                                  Name: Thomas A. Crandell
                                  Title: Senior Vice President

                           BNP PARIBAS, as Lender

                           By  /s/ Stuart Darby
                               -----------------------------------------
                                  Name: Stuart Darby
                                  Title: Vice President

                           By  /s/ Jeffrey S. Kajisa
                               -----------------------------------------
                                  Name: Jeffrey S. Kajisa
                                  Title: Vice President


<PAGE>

                           MIZUHO CORPORATE BANK, LTD.,
                           as Lender

                           By  /s/ Bertram N. Tang
                               -----------------------------------------
                                  Title: Vice President and Team Leader

                           BANK OF AMERICA, N.A., as Lender

                           By  /s/ Sugeet Manchanda
                               -----------------------------------------
                                  Name: Sugeet Manchanda
                                  Title: Principal

                           MELLON BANK, N.A., as Lender

                           By  /s/ L.C. Ivey
                               -----------------------------------------
                                  Title: First Vice President

                           UNION BANK OF CALIFORNIA, N.A.,
                           as Lender

                           By  /s/ Sarabelle Hitchner
                               -----------------------------------------
                                  Name: Sarabelle Hitchner
                                  Title: Vice President

                           WELLS FARGO BANK, N.A., as Lender

                           By  /s/ Jeff A. Bailad
                               -----------------------------------------
                                  Title: Vice President

                           By  /s/ Katrina Flowers
                               -----------------------------------------
                                  Title: Vice President


<PAGE>

                           HSBC BANK USA, as Lender

                           By  /s/ David Wagstaff
                               -----------------------------------------
                                  Name: David Wagstaff
                                  Title: First Vice President

                           CITICORP GLOBAL MARKETS, INC.,
                           as Joint Arranger

                           By  /s/ J. Gregory Davis
                               -----------------------------------------
                                  Name: J. Gregory Davis
                                  Title: Attorney-In-Fact

                           KEYBANK NATIONAL ASSOCIATION,
                           as Joint Arranger

                           By  /s/  Thomas A. Crandell
                               -----------------------------------------
                                  Name: Thomas A. Crandell
                                  Title: Senior Vice President

                           KEYBANK NATIONAL ASSOCIATION,
                           as Syndication Agent

                           By  /s/  Thomas A. Crandell
                               -----------------------------------------
                                  Name: Thomas A. Crandell
                                  Title: Senior Vice President

                           BNP PARIBAS, as Co-Documentation Agent

                           By  /s/ Stuart Darby
                               -----------------------------------------
                                  Name: Stuart Darby
                                  Title: Vice President

                           By  /s/ Jeffrey S. Kajisa
                               -----------------------------------------
                                  Name:  Jeffrey S. Kajisa
                                  Title:   Vice President


<PAGE>

                           MIZUHO CORPORATE BANK, LTD.,
                           as Co-Documentation Agent

                           By  /s/ Bertram N. Tang
                               -----------------------------------------
                                  Title: Vice President and Team Leader

                           CITICORP USA, INC., as Administrative Agent

                           By  /s/ Avrum Spiegel
                               -----------------------------------------
                                  Name: Avrum Spiegel
                                  Title: Director


<PAGE>

                                   SCHEDULE I

                   COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
                                                    DOMESTIC   EURODOLLAR
                                 REVOLVING CREDIT   LENDING     LENDING
    NAME OF INITIAL LENDER          COMMITMENT        OFFICE     OFFICE
------------------------------   ----------------   --------   ----------
<S>                              <C>                <C>        <C>
Citicorp USA, Inc.                     ***
KeyBank National Association           ***
BNP Paribas                            ***
Mizuho Corporate Bank, Ltd.            ***
Bank of America, N.A.                  ***
Mellon Bank, N.A.                      ***
Union Bank of California, N.A.         ***
Wells Fargo Bank, N.A.                 ***
HSBC Bank USA                          ***
</TABLE>

*** Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.

<PAGE>

                                SCHEDULE 5.02(a)

                     EXISTING LIENS AS OF SEPTEMBER 19, 2003

DESCRIPTION OF LIEN

T/C Land and "KOJOZAIDAN" held by Bank of Tokyo-Mitsubishi, Japan Development
Bank, Sanwa Bank and Nippon Life Insurance Company. Kojozaidan is a registered
lien placed upon the factory foundation at Narita Technology Center. The factory
foundation is the collection of land, buildings and machinery and capital
equipment as one registered asset.

<PAGE>

                             SCHEDULE 5.02(a)(xii)

                          SPECIAL UNENCUMBERED PROPERTY

<TABLE>
<CAPTION>
        PROPERTY                  APPROXIMATE PROPERTY/USE DESCRIPTION         SQUARE FEET
<S>                          <C>                                               <C>
3050 Bowers Avenue           Office, Engineering & R&D use                          84,300
Santa Clara, CA Bldg. #1

3100 Bowers Avenue           Two-story steel frame H-6 occupancy bldg. used        104,900
Santa Clara, CA Bldg. #2     for product & technology development

3300 Scott Blvd.             Office, Manufacturing and Clean Room                   60,100
Santa Clara, CA Bldg. #3

Austin Campus                Manufacturing Office, Warehouse and Cafeteria         168,000
9700 Hwy #290 E Bldg. #32
Austin, TX

Austin Campus                Manufacturing Office and Shipping Dock                194,000
9700 Hwy #290 E Bldg. #31
Austin, TX

Austin Campus                Manufacturing and Office                              204,000
9700 Hwy #290 E Bldg. #31
Austin, TX
</TABLE>

<PAGE>

                                                             EXHIBIT A - FORM OF
                                                                REVOLVING CREDIT
                                                                 PROMISSORY NOTE

U.S.$_______________                               Dated:  _______________, 2003

                  FOR VALUE RECEIVED, the undersigned, APPLIED MATERIALS, INC.,
a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office on the later of Termination Date and the date designated pursuant
to Section 2.05 of the Credit Agreement (each as defined in the Credit Agreement
referred to below) the principal sum of U.S.$[amount of the Lender's Commitment
in figures] or, if less, the aggregate principal amount of the Revolving Credit
Advances made by the Lender to the Borrower pursuant to the 364-Day Credit
Agreement dated as of September 19, 2003 among the Borrower, the Lender and
certain other lenders party thereto, Citigroup Capital Markets Inc. and KeyBank
National Association ("KeyBank"), as Joint Arrangers, KeyBank, as Syndication
Agent, BNP Paribas and Mizuho Corporate Bank Ltd., as Co-Documentation Agents
and Citicorp USA, Inc., as Administrative Agent for the Lender and such other
lenders (as amended or modified from time to time, the "Credit Agreement"; the
terms defined therein being used herein as therein defined) outstanding on such
date.

                  The Borrower promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance from the date of such Revolving Credit
Advance until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.

                  Both principal and interest are payable in lawful money of the
United States of America to Citicorp, as Administrative Agent, at 399 Park
Avenue, New York, New York 10043, in same day funds. Each Revolving Credit
Advance owing to the Lender by the Borrower pursuant to the Credit Agreement,
and all payments made on account of principal thereof, shall be recorded by the
Lender and, prior to any transfer hereof, endorsed on the grid attached hereto
which is part of this Promissory Note.

                  This Promissory Note is one of the Revolving Credit Notes
referred to in, and is entitled to the benefits of, the Credit Agreement. The
Credit Agreement, among other things, (i) provides for the making of Revolving
Credit Advances by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving
Credit Advance being evidenced by this Promissory Note and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.

                                          APPLIED MATERIALS, INC.

                                          By __________________________________
                                              Title:

                                      A-1
<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                 AMOUNT OF        AMOUNT OF
             REVOLVING CREDIT   PRINCIPAL PAID   UNPAID PRINCIPAL   NOTATION
   DATE          ADVANCE          OR PREPAID         BALANCE        MADE BY
   ----      ----------------   --------------   ----------------   --------
<S>          <C>                <C>              <C>                <C>
--------------------------------------------------------------------------------
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</TABLE>

<PAGE>

                                                   EXHIBIT B - FORM OF NOTICE OF
                                                   REVOLVING CREDIT BORROWING

Citicorp USA, Inc., as Administrative Agent
  for the Lenders party
  to the Credit Agreement
  referred to below
  Two Penns Way
  New Castle, Delaware 19720

                                     [Date]

                  Attention: Bank Loan Syndications Department

Ladies and Gentlemen:

                  The undersigned, APPLIED MATERIALS, INC., refers to the
364-Day Credit Agreement, dated as of September 19, 2003 (as amended or modified
from time to time, the "Credit Agreement", the terms defined therein being used
herein as therein defined), among the undersigned, certain Lenders party
thereto, Citigroup Capital Markets Inc. and KeyBank National Association
("KeyBank"), as Joint Arrangers, KeyBank, as Syndication Agent, BNP Paribas and
Mizuho Corporate Bank Ltd., as Co-Documentation Agents and Citicorp USA, Inc.,
as Administrative Agent for said Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Revolving Credit Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the "Proposed Revolving Credit Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

                           (i)      The Business Day of the Proposed Revolving
         Credit Borrowing is _______________, 200_.

                           (ii)     The Type of Revolving Credit Advances
         comprising the Proposed Revolving Credit Borrowing is [Base Rate
         Advances] [Eurodollar Rate Advances] [Adjusted CD Rate Advances].

                           (iii)    The aggregate amount of the Proposed
         Revolving Credit Borrowing is $_______________.

                           [(iv)    The initial Interest Period for each
         [Eurodollar Rate Advance] [Adjusted CD Rate Advance] made as part of
         the Proposed Revolving Credit Borrowing is _____ month[s].]

                  The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Revolving Credit Borrowing:

                  (A)      the representations and warranties contained in
         Section 4.01 of the Credit Agreement (except the representations set
         forth in subsection (d)(i) thereof and in subsection (e)(i) thereof)
         are correct, before and after giving effect to the Proposed Revolving
         Credit Borrowing and to the application of the proceeds therefrom, as
         though made on and as of such date; and

                                      B-1
<PAGE>

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

                                         Very truly yours,

                                         APPLIED MATERIALS, INC.

                                         By __________________________________
                                             Title:

                                      B-2
<PAGE>

                                                             EXHIBIT C - FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the 364-Day Credit Agreement dated as of
September 19, 2003 (as amended or modified from time to time, the "Credit
Agreement") among Applied Materials, Inc., a Delaware corporation (the
"Borrower"), the Lenders and certain other lenders party thereto, Citigroup
Capital Markets Inc. and KeyBank National Association ("KeyBank"), as Joint
Arrangers, KeyBank, as Syndication Agent, BNP Paribas and Mizuho Corporate Bank
Ltd., as Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent
(the "Administrative Agent") for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.

                  The "Assignor" and the "Assignee" referred to on Schedule I
hereto agree as follows:

                  1.       The Assignor hereby sells and assigns to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement as of the date hereof equal to the percentage interest specified on
Schedule 1 hereto of all outstanding rights and obligations under the Credit
Agreement. After giving effect to such sale and assignment, the Assignee's
Commitment and the amount of the Revolving Credit Advances owing to the Assignee
will be as set forth on Schedule 1 hereto.

                  2.       The Assignor (i) represents and warrants that it is
the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under the Credit Agreement or any other instrument or
document furnished pursuant thereto; and (iv) attaches the Revolving Credit Note
held by the Assignor and requests that the Administrative Agent exchange such
Revolving Credit Note for a new Revolving Credit Note payable to the order of
the Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto or new Revolving Credit Notes payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto and the Assignor in an amount equal to the Commitment retained by the
Assignor under the Credit Agreement, respectively, as specified on Schedule 1
hereto.

                  3.       The Assignee (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial statements
referred to in Section 4.01 thereof 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 Acceptance; (ii) agrees that it will, independently and
without reliance upon 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 Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (v) agrees that
it will perform in accordance with their terms all of the obligations that by
the terms of the Credit Agreement are required to be performed by it as a
Lender; and (vi) attaches any U.S. Internal Revenue Service forms required under
Section 2.14 of the Credit Agreement.

                                      C-1
<PAGE>

                  4.       Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for acceptance and
recording by the Administrative Agent. The effective date for this Assignment
and Acceptance (the "Effective Date") shall be the date of acceptance hereof by
the Administrative Agent, unless otherwise specified on Schedule 1 hereto.

                  5.       Upon such acceptance and recording by the
Administrative Agent, as of the Effective Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

                  6.       Upon such acceptance and recording by the
Administrative Agent, from and after the Effective Date, the Administrative
Agent shall make all payments under the Credit Agreement and the Revolving
Credit Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and facility fees with respect
thereto) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Revolving Credit
Notes for periods prior to the Effective Date directly between themselves.

                  7.       This Assignment and Acceptance shall be governed by,
and construed in accordance with, the laws of the State of New York.

                  8.       This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed counterpart of
this Assignment and Acceptance.

                  IN WITNESS WHEREOF, the Assignor and the Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.

                                      C-2
<PAGE>

                                   Schedule 1

                                       to

                            Assignment and Acceptance

<TABLE>
<S>                                                                             <C>
Percentage interest assigned:                                                    __________%

Assignee's Commitment:                                                          $__________

Aggregate outstanding principal amount of Revolving Credit Advances assigned:   $__________

Principal amount of Revolving Credit Note payable to Assignee:                  $__________

Principal amount of Revolving Credit Note payable to Assignor:                  $__________

Effective Date*:  _______________, 200_
</TABLE>

                                         [NAME OF ASSIGNOR], as Assignor

                                         By ___________________________________
                                             Title:

                                         Dated: _______________, 200_

                                         [NAME OF ASSIGNEE], as Assignee

                                         By ___________________________________
                                             Title:

                                         Dated:  _______________, 200_

                                         Domestic Lending Office:
                                         [Address]

                                         Eurodollar Lending Office:
                                         [Address]

----------
*        This date should be no earlier than five Business Days after the
delivery of this Assignment and Acceptance to the Agent.

<PAGE>

Accepted [and Approved]** this
__________ day of _______________, 200_

CITICORP USA, INC., as Administrative Agent

By ________________________________
   Title:

[Approved this __________ day
of _______________, 200_

APPLIED MATERIALS, INC.

By _________________________________
   Title:

----------
**       Required if the Assignee is an Eligible Assignee solely by reason of
clause (iii) of the definition of "Eligible Assignee".

<PAGE>

                                                                       EXHIBIT D

                           FORM OF OPINION OF COUNSEL
                                FOR THE BORROWER

                                [Effective Date]

To the Lenders and the Agent
Referred to Below
Citicorp USA., Inc, as Administrative Agent
Two Penns Way
New Castle, Delaware 19720

Ladies and Gentlemen:

                  Re: 364-Day Credit Agreement

                  I am the Vice President, Legal Affairs of Applied Materials,
Inc. (the "Borrower") and have acted as its counsel in connection with the
execution and delivery of that certain 364-Day Credit Agreement dated September
19, 2003 (as amended or modified from time to time, the "Credit Agreement")
among Applied Materials, Inc., a Delaware corporation (the "Borrower"), the
Lenders and certain other lenders party thereto, Citigroup Capital Markets Inc.
and KeyBank National Association ("KeyBank"), as Joint Arrangers, KeyBank, as
Syndication Agent, BNP Paribas and Mizuho Corporate Bank Ltd., as
Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent (the
"Administrative Agent") for the Lenders. Terms defined in the Credit Agreement
are used herein with the same meaning.

                  In connection with this opinion, I have examined executed
copies of the Credit Agreement and the Revolving Credit Notes and such other
documents, records, agreements and certificates as I have deemed appropriate. I
have also reviewed such matters of law as I have considered relevant for the
purpose of this opinion.

                  Based upon the foregoing, I am of the opinion that:

                  1.       The Borrower is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Delaware,
and has the corporate power and authority to own its assets and to transact the
business in which it is now engaged or proposes to be engaged.

                  2.       The execution, delivery and performance by the
Borrower of the Credit Agreement and the Revolving Credit Notes are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Borrower or, to the best of my
knowledge, of (i) any judgment, injunction, order or decree, or (ii) any
material agreement or other material instrument binding upon the Borrower, or
result in the creating or imposition of any Lien on any asset of the Borrower.

                  3.       To the best of my knowledge, except as set forth
under the heading "Legal Proceedings" in the Company's 2002 Form 10-K, there are
no pending or threatened actions, suits or proceedings against or affecting the
Company or any of its Subsidiaries before any court, governmental

                                      D-1
<PAGE>

agency or arbitrator in which there is a reasonable possibility of an adverse
determination which would have a Material Adverse Effect, or which in any manner
draws into question the validity of the Credit Agreement or the Revolving Credit
Notes.

                  Certain Assumptions

                  With your permission I have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to me as copies and
the truth, accuracy, and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates I
have reviewed; and (c) the absence of any evidence extrinsic to the provisions
of the written agreements between the parties that the parties intended a
meaning contrary to that expressed by those provisions.

                  Certain Limitations and Qualifications

                  I express no opinion as to laws other than laws of the State
of California, the federal law of the United States of America and the General
Corporation Law of the State of Delaware. I am licensed to practice law only in
the State of California.

                  The phrase "to the best of my knowledge" is intended to
indicate that, during the course of the performance of my duties as Vice
President, Legal Affairs, of the Borrower, no information that would give me
current actual knowledge of the inaccuracy of such statement has come to my
attention.

                  Use of Opinion

                  This opinion is solely for your benefit (and the benefit of
any assignee which becomes a Lender pursuant to Section 8.07 of the Credit
Agreement) in connection with the transaction covered by the first paragraph of
this letter and may not be relied upon, used, circulated, quoted or referred to,
nor may copies hereof be delivered to, any other person without my prior written
approval. I disclaim any obligation to update this opinion for events occurring
or coming to my attention after the date hereof.

                                             Very truly yours,

                                             Vice President, Legal Affairs

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                 OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP,
                        SPECIAL COUNSEL FOR THE BORROWER

To the Lenders and the Agent
Referred to Below
Citicorp USA, Inc., as Administrative Agent
Two Penns Way
New Castle, Delaware 19720

                  Re: 364-Day Credit Agreement

                  We have acted as counsel to Applied Materials, Inc., a
Delaware corporation (the "Borrower") in connection with that certain 364-Day
Credit Agreement (the "Credit Agreement") dated as of September 19, 2003 among
the Borrower, the Lenders and certain other lenders party thereto, Citigroup
Capital Markets Inc. and KeyBank National Association ("KeyBank"), as Joint
Arrangers, KeyBank, as Syndication Agent, BNP Paribas and Mizuho Corporate Bank
Ltd., as Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent
(the "Administrative Agent") for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.

                  In this regard, we have examined executed originals or copies
of the following, copies of which have been delivered to you:

                  (a)      The Credit Agreement; and

                  (b)      The Revolving Credit Notes.

                  Based upon such examination and having regard for legal
considerations which we deem relevant, we are of the opinion that the Credit
Agreement is and, when delivered under the Credit Agreement, each Revolving
Credit Note will be, the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its respective terms.

                  With your permission we have assumed the following: (a)
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; (c)
the truth, accuracy, and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed; (d) that the documents referred to herein were duly authorized,
executed and delivered on behalf of the respective parties thereto and, other
than with respect to the Borrower, are legal, valid, and binding obligations of
such parties; (e) the compliance by you with any state or federal laws or
regulations applicable to you in connection with the transactions described in
the Credit Agreement and the Revolving Credit Notes; and (f) the absence of any
evidence extrinsic to the provisions of the written agreements between the
parties that the parties intended a meaning contrary to that expressed by those
provisions.

                  We express no opinion as to matters of law in (a)
jurisdictions other than the State of New York and the United States or (b) the
enforceability under New York law of a choice of law provision in the documents
described herein.

                                      E-1
<PAGE>

                  Our opinion that any document is legal, valid, binding, or
enforceable in accordance with its term is qualified as to:

                  (a)      limitations imposed by bankruptcy, insolvency,
reorganization, arrangement, fraudulent conveyance, moratorium, or other laws
relating to or affecting the enforcement of creditors' rights generally;

                  (b)      general principles of equity, including without
limitation concepts of mutuality, reasonableness, good faith and fair dealing,
and the possible unavailability of specific performance or injunctive relief,
regardless of whether such enforceability is considered in a proceeding in
equity or at law;

                  (c)      the possibility that certain covenants and provisions
for the acceleration of the maturity of the Revolving Credit Notes may not be
enforceable if enforcement would be unreasonable under the then existing
circumstances, but in our opinion acceleration would be available if an event of
default occurred as a result of a material breach of a material covenant;

                  (d)      the unenforceability under certain circumstances of
provisions imposing penalties, forfeiture, late payment charges or an increase
in interest rate upon delinquency in payment or the occurrence of any event of
default;

                  (e)      rights to indemnification and contribution which may
be limited by applicable law and equitable principles; and

                  (f)      the unenforceability under certain circumstances of
provisions expressly or by implication waiving broadly or vaguely stated rights
(including, without limitation, waivers of any objection to venue and forum non
conveniens and the rights to a jury trial), the benefits of statutory
constitutional provisions, unknown future rights, and defenses to obligations or
rights granted by law, where such waivers are against public policy or
prohibited by law.

                  We note that you are receiving of even date herewith the
opinion of Barry Quan, Vice President, Legal Affairs of the Borrower, as to
certain matters relating to the Borrower. We have made no independent
examination of such matters.

                  This opinion is solely for your benefit (and the benefit of
the Lenders which become parties to the Credit Agreement as assignees under
Section 8.07 of the Credit Agreement) in connection with the transaction covered
by the first paragraph of this letter and may not be relied upon, used,
circulated, quoted or referred to by, nor may copies hereof be delivered to, any
other person without our prior written approval. We disclaim any obligation to
update this opinion letter for events occurring or coming to our attention after
the date hereof.

                                          Very truly yours,

                                          ORRICK, HERRINGTON & SUTCLIFFE LLP

                                      E-2