ex10_136.htm


    STANDBY
LETTER OF CREDIT AGREEMENT

    


    


    To:  WELLS FARGO BANK, NATIONAL
ASSOCIATION

    


    Applicant hereby requests that you,
Wells Fargo Bank, National Association ("Wells Fargo"), issue in your name one
or more standby letters of credit pursuant to Applications for the issuance of
such Credits and the terms and conditions of this Agreement.  Each
Credit will be issued at Applicant's request and for its account, and, unless
otherwise specifically provided in any Loan Document, at your
option.  Applicant agrees that the terms and conditions in this
Agreement shall apply to each Application and the Credit issued pursuant to each
Application, and to transactions under each Application, each Credit and this
Agreement.

    


    SECTION 1. DEFINITIONS.  As
used in this Agreement, the following terms shall have the meanings set forth
after each term: "Agreement" means this Standby Letter of
Credit Agreement as it may be revised or amended from time to
time.  "Applicant" means collectively each
person and/or entity signing this Agreement as Applicant.  "Application" means your printed form
titled "Application For Standby Letter of Credit" or any other form acceptable
to you on which Applicant applies for the issuance by you of a Credit and/or an
application for amendment of a Credit or any combination of such applications,
as the context may require.  "Beneficiary" means the person or entity
named on an Application as the beneficiary or any transferee of such
beneficiary.  "Collateral" means the Property, together
with the proceeds of such Property, securing any or all of Applicant's
obligations and liabilities at any time existing under or in connection with any
L/C Document and/or any Loan Document. "Commission
Fee" means the
per annum fee applicable to a Credit, computed at the per annum fee rate
specified by you or specified in any Loan Document, charged by you at the time
or times specified by you on the amount of each Credit and on the amount of each
increase in a Credit for the time period each Credit is
outstanding.  "Credit" means an instrument or
document titled "Irrevocable Standby Letter of Credit" or "Standby Letter of
Credit", or any instrument or document whatever it is titled or whether or not
it is titled functioning as a standby letter of credit, issued under or pursuant
to an Application, and all renewals, extensions and amendments of such
instrument or document.  "Demand" means any sight draft,
electronic or telegraphic transmission or other written demand drawn or made, or
purported to be drawn or made, under or in connection with any
Credit.  "Document" means any instrument,
statement, certificate or other document referred to in or related to any Credit
or required by any Credit to be presented with any Demand.  "Dollars" means the lawful currency at
any time for the payment of public or private debts in the United States of
America.  "Event of
Default" means
any of the events set forth in Section 13 of this Agreement.  "Expiration
Date" means the
date any Credit expires.  "Guarantor" means any person or entity
guaranteeing the payment and/or performance of any or all of Applicant's
obligations under or in connection with any L/C Document and/or any Loan
Document.  "Holding Company" means any company or other
entity directly or indirectly controlling you.  "L/C
Document" means
this Agreement, each Application, each Credit, and each Demand.  "Loan
Document" means
each and any promissory note, loan agreement, security agreement, pledge
agreement, guarantee or other agreement or document executed in connection with,
or relating to, any extension of credit under which any Credit is
issued.  "Maximum
Rate" means the
maximum amount of interest (as defined by applicable laws), if any, permitted to
be paid, taken, reserved, received, collected or charged under applicable laws,
as the same may be amended or modified from time to time.  "Negotiation
Fee" means the
fee, computed at the negotiation fee rate specified by you or specified in any
Loan Document, charged by you on the amount of each Demand paid by you or any
other bank specified by you when each Demand is paid.  "Payment
Office" means the
office specified by you or specified in any Loan Document as the office where
reimbursements and other payments under or in connection with any L/C Document
are to be made by Applicant.  "Prime
Rate" means the
rate of interest most recently announced within Wells Fargo at its principal
office as its Prime Rate, with the understanding that the Prime Rate is one of
Wells Fargo's base rates and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto, and is
evidenced by the recording thereof after its announcement in such internal
publication or publications as Wells Fargo may designate.  "Property" means all forms of property,
whether tangible or intangible, real, personal or mixed.  "Rate of
Exchange" means
Wells Fargo's then current selling rate of exchange in San Francisco, California
for sales of the currency of payment of any Demand, or of any fees or expenses
or other amounts payable under this Agreement, for cable transfer to the country
of which such currency is the legal tender.  "UCP" means the Uniform Customs
and Practice for Documentary Credits, an International Chamber of Commerce
publication, or any substitution therefor or replacement
thereof.  "Unpaid
and Undrawn Balance"
means at any time the entire amount which has not been paid by you under
all the Credits issued for Applicant's account, including, without limitation,
the amount of each Demand on which you have not yet effected payment as well as
the amount undrawn under all such Credits.  "Wells
Fargo & Company" means Wells Fargo & Company, a Delaware
corporation.

    


    SECTION 2.  HONORING DEMANDS AND
DOCUMENTS.  You may receive, accept and honor, as complying
with the terms of any Credit, any Demand and any Documents accompanying such
Demand; provided, however, that such Demand and accompanying Documents appear on
their face to comply substantially with the provisions of such Credit and are,
or appear on their face to be, signed or issued by (a) a person or entity
authorized under such Credit to draw, sign or issue such Demand and accompanying
Documents, or (b) an administrator, executor, trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, liquidator, receiver or other
legal representative or successor in interest by operation of law of any such
person or entity.

    


    SECTION 3. REIMBURSEMENT FOR PAYMENT OF
DEMANDS.  Applicant shall reimburse you for all amounts paid by
you on each Demand, including, without limitation, all such amounts paid by you
to any paying, negotiating or other bank.  If in connection with the
issuance of any Credit, you agree to pay any other bank the amount of any
payment or negotiation made by such other bank under such Credit upon your
receipt of a cable, telex or other written telecommunication advising you of
such payment or negotiation, or authorize any other bank to debit your account
for the amount of such payment or negotiation, Applicant agrees to reimburse you
for all such amounts paid by you, or debited to your account with such other
bank, even if any Demand or Document specified in such Credit fails to arrive in
whole or in part or if, upon the arrival of any such Demand or Document, the
terms of such Credit have not been complied with or such Demand or Document does
not conform to the requirements of such Credit or is not otherwise in
order.

    


    SECTION 4. FEES AND
EXPENSES.  Applicant agrees to pay to you (a) all Commission
Fees, Negotiation Fees, cable fees, amendment fees, non-usance fees, and
cancellation fees of, and all out-of-pocket expenses incurred by, you under or
in connection with any L/C Document, and (b) all fees and charges of banks or
other entities other than you under or in connection with any L/C Document if
any Application (i) does not indicate who will pay such fees and charges, (ii)
indicates that such fees and charges are to be paid by Applicant, or (iii)
indicates that such fees and charges are to be paid by the Beneficiary and the
Beneficiary does not, for any reason whatsoever, pay such fees or
charges.  There shall be no refund of any portion of any Commission
Fee in the event any Credit is used, reduced, amended, modified or terminated
before its Expiration Date.

    


    SECTION 5. DEFAULT
INTEREST.  Unless otherwise specified in any Loan Document, or on an Application and
agreed to by you, all amounts to be reimbursed by Applicant to you, and all fees
and expenses to be paid by Applicant to you, and all other amounts due from
Applicant to you under or in connection with any L/C Documents, will bear
interest (to the extent permitted by law), payable on demand, from the date you
paid the amounts to be reimbursed or the date such fees, expenses and other
amounts were due until such amounts are paid in full, at a rate per annum
(computed on the basis of a 360-day year, actual days elapsed) which is the
lesser of (a) four percent (4%) above the Prime Rate in effect from time to
time, or (b) the Maximum Rate.

    


    SECTION 6. TIME AND METHOD OF REIMBURSEMENT AND
PAYMENT.  Unless otherwise specified in this Section, in any
Loan Document, or on an Application and agreed to by you, all amounts to be
reimbursed by Applicant to you, all fees and expenses to be paid by Applicant to
you, and all interest and other amounts due to you from Applicant under or in
connection with any L/C Documents will be reimbursed or paid at the Payment
Office in Dollars in immediately available funds without setoff or counterclaim
(i) on demand or, (ii) at your option by your debiting any of Applicant's
accounts with you, with each such debit being made without presentment, protest,
demand for reimbursement or payment, notice of dishonor or any other notice
whatsoever, all of which are hereby expressly waived by
Applicant.  Each such debit will be made at the time each Demand is
paid by you or, if earlier, at the time each amount is paid by you to any
paying, negotiating or other bank, or at the time each fee and expense is to be
paid or any interest or other amount is due under or in connection with any L/C
Documents.  If any Demand or any fee, expense, interest or other
amount payable under or in connection with any L/C Documents is payable in a
currency other than Dollars, Applicant agrees to reimburse you for all amounts
paid by you on such Demand, and/or to pay you all such fees, expenses, interest
and other amounts, in one of the three following ways, as determined by you in
your sole discretion in each case: (a) at such place as you shall direct, in
such other currency; or (b) at the Payment Office in the Dollar equivalent of
the amount of such other currency calculated at the Rate of Exchange on the date
determined by you in your sole discretion; or (c) at the Payment Office in the
Dollar equivalent, as determined by you (which determination shall be deemed
correct absent manifest error), of such fees, expenses, interest or other
amounts or of the actual cost to you of paying such Demand.  Applicant
assumes all political, economic and other risks of disruptions or interruptions
in any currency exchange.

    


    SECTION 7. AGREEMENTS OF
APPLICANT.  Applicant agrees that (a) unless otherwise
specifically provided in any Loan Document, you shall not be obligated at any
time to issue any Credit for Applicant's account; (b) unless otherwise
specifically provided in any Loan Document, if any Credit is issued by you for
Applicant's account, you shall not be obligated to issue any further Credit for
Applicant's account or to make other extensions of credit to Applicant or in any
other manner to extend any financial consideration to Applicant; (c) you have
not given Applicant any legal or other advice with regard to any L/C Document or
Loan Document; (d) if you at any time discuss with Applicant the wording for any
Credit, any such discussion will not constitute legal or other advice by you or
any representation or warranty by you that any wording or Credit will satisfy
Applicant's needs; (e) Applicant is responsible for the wording of each Credit,
including, without limitation, any drawing conditions, and will not rely on you
in any way in connection with the wording of any Credit or the structuring of
any transaction related to any Credit; (f) Applicant, and not you, is
responsible for entering into the contracts relating to the Credits between
Applicant and the Beneficiaries and for causing Credits to be issued; (g) you
may, as you deem appropriate, modify or alter and use in any Credit the
terminology contained on the Application for such Credit; (h) unless the
Application for a Credit specifies whether the Documents to be presented with a
Demand under such Credit must be sent to you in one parcel or in two parcels or
may be sent to you in any number of parcels, you may, if you so desire, make
such determination and specify in the Credit whether such Documents must be sent
in one parcel or two parcels or may be sent in any number of parcels; (i) you
shall not be deemed Applicant's agent or the agent of any Beneficiary or any
other user of any Credit, and neither Applicant, nor any Beneficiary nor any
other user of any Credit shall be deemed your agent; (j) Applicant will promptly
examine all Documents and each Credit if and when they are delivered to
Applicant and, in the event of any claim of noncompliance of any Documents or
any Credit with Applicant's instructions or any Application, or in the event of
any other irregularity, Applicant will promptly notify you in writing of such
noncompliance or irregularity, Applicant being conclusively deemed to have
waived any such claim of noncompliance or irregularity unless such notice is
promptly given; (k) all directions and correspondence relating to any L/C
Document are to be sent at Applicant's risk; (l) if any Credit has a provision
concerning the automatic extension of its Expiration Date, you may, at your sole
option, give notice of nonrenewal of such Credit and if Applicant does not at
any time want such Credit to be renewed Applicant will so notify you at least
fifteen (15) calendar days before you are to notify the Beneficiary of such
Credit or any advising bank of such nonrenewal pursuant to the terms of such
Credit; (m) Applicant will not seek to obtain, apply for, or acquiesce in any
temporary or permanent restraining order, preliminary or permanent injunction,
permanent injunction or any other pretrial or permanent injunctive or similar
relief, restraining, prohibiting or enjoining you, any of your correspondents or
any advising, confirming, negotiating, paying or other bank from paying or
negotiating any Demand or honoring any other obligation under or in connection
with any Credit; and (n) except for Applicant's obligations specifically
affected by those actions or failures to act referred to in subsections (ii) and
(vii) of this Section 7(n) which you have performed or approved or accepted,
Applicant's obligations under or in connection with each L/C Document and Loan
Document shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of each such L/C Document and
Loan Document under all circumstances whatsoever, including, without limitation,
the following circumstances, the circumstances listed in Section 12(b) through
(u) of this Agreement, and any other event or circumstance similar to such
circumstances: (i) any lack of validity or enforceability of any L/C Document,
any Loan Document, any Document or any agreement relating to any of the
foregoing; (ii) any amendment of or waiver relating to, or any consent to or
departure from, any L/C Document, any Loan Document or any Document; (iii) any
release or substitution at any time of any Property held as Collateral; (iv)
your failure to deliver to Applicant any Document you have received with a
drawing under a Credit because doing so would, or is likely to, violate any law,
rule or regulation of any government authority; (v) the existence of any claim,
set-off, defense or other right which Applicant may have at any time against you
or any Beneficiary (or any person or entity for whom any Beneficiary may be
acting) or any other person or entity, whether under or in connection with any
L/C Document, any Loan Document, any Document or any Property referred to in or
related to any of the foregoing or under or in connection with any unrelated
transaction; (vi) any breach of contract or other dispute between or among any
two or more of you, Applicant, any Beneficiary, any transferee of any
Beneficiary, any person or entity for whom any Beneficiary or any transferee of
any Beneficiary may be acting, or any other person or entity; or (vii) any
delay, extension of time, renewal, compromise or other indulgence granted or
agreed to by you with or without notice to Applicant, or Applicant's approval,
in respect of any of Applicant's indebtedness or other obligations to you under
or in connection with any L/C Document or any Loan Document.

    


    SECTION 8.  COMPLIANCE WITH LAWS AND
REGULATIONS.  Applicant represents and warrants to you that no
Application, Credit or transaction under any Application and/or Credit will
contravene any law or regulation of the government of the United States or any
state thereof.  Applicant agrees (a) to comply with all federal, state
and foreign exchange regulations and other government laws and regulations now
or hereafter applicable to any L/C Document, to any payments under or in
connection with any L/C Document, to each transaction under or in connection
with any L/C Document, or to the import, export, shipping or financing of the
Property referred to in or shipped under or in connection with any Credit, and
(b) to reimburse you for such amounts as you may be required to expend as a
result of such laws or regulations, or any change therein  or in the
interpretation thereof by any court or administrative or government authority
charged with the administration of such laws or regulations.

    


    SECTION 9. TAXES, RESERVES AND CAPITAL ADEQUACY
REQUIREMENTS.  In addition to, and notwithstanding any other
provision of any L/C Document or any Loan Document, in the event that any law,
treaty, rule, regulation, guideline, request, order, directive or determination
(whether or not having the force of law) of or from any government authority,
including, without limitation, any court, central bank or government regulatory
authority, or any change therein or in the interpretation or application
thereof, (a) does or shall subject you to any tax of any kind whatsoever with
respect to the L/C Documents, or change the basis of taxation of payments to you
of any amount payable thereunder (except for changes in the rate of tax on your
net income); (b) does or shall impose, modify or hold applicable any reserve,
special deposit, assessment, compulsory loan, Federal Deposit Insurance
Corporation insurance or similar requirement against assets held by, deposits or
other liabilities in or for the account of, advances or loans by, other credit
extended by or any other acquisition of funds by, any of your offices; (c) does
or shall impose, modify or hold applicable any capital adequacy requirements
(whether or not having the force of law); or (d) does or shall impose on you any
other condition; and the result of any of the foregoing is (i) to increase the
cost to you of issuing or maintaining any Credit or of performing any
transaction under any L/C Document, (ii) to reduce any amount receivable by you
under any L/C Document, or (iii) to reduce the rate of return on your capital or
the capital of the Holding Company to a level below that which you or the
Holding Company could have achieved but for any imposition, modification or
application of any capital adequacy requirement (taking into consideration your
policy and the policy of the Holding Company, as the case may be, with respect
to capital adequacy), and any such increase or reduction is material (as
determined by you or the Holding Company, as the case may be, in your or the
Holding Company's sole discretion); then, in any such case, Applicant agrees to
pay to you or the Holding Company, as the case may be, such amount or amounts as
may be necessary to compensate you or the Holding Company for (A) any such
additional cost, (B) any reduction in the amount received by you under any L/C
Document, or (C) to the extent allocable (as determined by you or the Holding
Company, as the case may be, in your or the Holding Company's sole discretion)
to any L/C Document, any reduction in the rate of return on your capital or the
capital of the Holding Company.

    


    SECTION 10.  COLLATERAL.  In
addition to, and not in substitution for, any Property delivered, conveyed,
transferred or assigned to you under any Loan Document as security for any or
all of Applicant's obligations and liabilities to you at any time existing under
or in connection with any L/C Document or any Loan Document, Applicant grants to
you a security interest in and to the following Collateral, whether or not any
such Collateral is in your possession or control or the possession or control of
your agents or correspondents or in transit to, or set apart for, you or your
agents or correspondents, until such time as all Applicant's obligations and
liabilities to you at any time existing under or in connection with each L/C
Document and each Loan Document have been fully paid and discharged, all as
security for such obligations and liabilities, (a) all
Applicant's  property, claims, demands, right, title and interest in
and to the balance of each of Applicant's deposit accounts with you now or at
any time hereafter existing, and all evidences of such deposit accounts, (b) all
Property belonging to Applicant or in which it may have an interest, now or at
any time hereafter delivered, conveyed, transferred, assigned, pledged or paid
to you or your agents or correspondents in any manner whatsoever, whether as
security or for safekeeping or otherwise, including, without limitation, any
items received for collection or transmission, and the proceeds of such items,
whether or not such Property is in whole or in part released to Applicant on
trust or bailee receipt or otherwise, and (c) where Applicant is more than one
person or entity, all right, title and interest of each of Applicants in and to
all the Property which any of Applicants may now or hereafter obtain as security
for the obligations of any one or more of Applicants to one or more of the
others of Applicants arising under or in connection with the transaction to
which any Credit relates.  Further, in addition to, and not in
substitution for, any Property delivered, conveyed, transferred or assigned to
you under any Loan Document as security for any or all of Applicant's
obligations and liabilities to you at any time existing under or in connection
with any L/C Document or any Loan Document, Applicant agrees to deliver, convey,
transfer and assign to you on demand, as security, Property of a value and
character satisfactory to you, (i) if you at any time feel insecure about
Applicant's ability or willingness to repay any amounts which you have paid or
may pay in the future on any Demand or in honoring any other of your obligations
under or in connection with any Credit, or (ii) without limiting the generality
of the foregoing, if any temporary or permanent restraining order, preliminary
or permanent injunction, or any other pretrial or permanent injunctive or
similar relief is obtained restraining, prohibiting or enjoining you, any of
your correspondents, or any advising, confirming, negotiating, paying or other
bank from paying or negotiating any Demand or honoring any other obligation
under or in connection with any Credit.  Applicant agrees that the
receipt by you or any of your agents or correspondents at any time of any kind
of security, including, without limitation, cash, shall not be deemed a waiver
of any of your rights or powers under this Agreement.  Applicant
agrees to sign and deliver to you on demand, all such deeds of trust, security
agreements, financing statements and other documents as you shall at any time
request which are necessary or desirable (in your sole opinion) to grant to you
an effective and perfected security interest in and to any or all of the
Collateral.  Applicant agrees to pay all filing and recording fees
related to the perfection of any security interest granted to you in accordance
with this Section.  Applicant hereby agrees that any or all of the
Collateral may be held and disposed of as provided in this Agreement by
you.  Upon any transfer, sale, delivery, surrender or endorsement of
any Document or Property which is or was part of the Collateral, Applicant will
indemnify and hold you and your agents and correspondents harmless from and
against each and every claim, demand, action or suit which may arise against you
or any of your agents or correspondents by reason of such transfer, sale,
delivery, surrender or endorsement.

    


    SECTION 11. INDEMNIFICATION.  Except to
the extent any of the following are caused by your lack of good faith, gross
negligence, willful misconduct, failure to honor any Demand presented under any
Credit when such Demand and its accompanying Documents appear on their face to
comply strictly with the terms of such Credit, or honor of any Demand under a
Credit when such Demand and its accompanying Documents do not appear on their
face to comply substantially with the terms of such Credit, Applicant agrees,
notwithstanding any other provision of this Agreement, to reimburse and
indemnify you for (a) all amounts paid by you to any Beneficiary under or in
connection with any guarantee or similar undertaking issued by such Beneficiary
to a third party at Applicant's request, whether such request is communicated
directly by Applicant or through you to such Beneficiary; and (b) all damages,
losses, liabilities, actions, claims, suits, penalties, judgments, obligations,
costs or expenses, of any kind whatsoever and howsoever caused, including,
without limitation, attorneys' fees and interest, paid, suffered or incurred by,
or imposed upon, you directly or indirectly arising out of or in connection with
(i) any L/C Document, any Loan Document, any Document or any Property referred
to in or related to any Credit; (ii) Applicant's failure to comply with any of
its obligations under this Agreement; (iii) the issuance of any Credit; (iv) the
transfer of any Credit; (v) any guarantee or similar undertaking, or any
transactions thereunder, issued by any Beneficiary to a third party at
Applicant's request, whether such request is communicated directly by Applicant
or through you to such Beneficiary; (vi) any communication made by you, on
Applicant's instructions, to any Beneficiary requesting that such Beneficiary
issue a guarantee or similar undertaking to a third party or the issuance of any
such guarantee or similar undertaking; (vii) the collection of any amounts
Applicant owes to you under or in connection with any L/C Document or any Loan
Document; (viii) the foreclosure against, or other enforcement of, any
Collateral; (ix) the protection, exercise or enforcement of your rights and
remedies under or in connection with any L/C Document or any Loan Document; (x)
any court decrees or orders, including, without limitation, temporary or
permanent restraining orders, preliminary or permanent injunctions, or any other
pretrial or permanent injunctive or similar relief, restraining, prohibiting or
enjoining or seeking to restrain, prohibit or enjoin you, any of your
correspondents or any advising, confirming, negotiating, paying or other bank
from paying or negotiating any Demand or honoring any other obligation under or
in connection with any Credit; or (xi) any Credit being governed by laws or
rules other than the UCP in effect on the date such Credit is
issued.  The indemnity provided in this Section will survive the
termination of this Agreement and the expiration or cancellation of any or all
the Credits.  Without limiting any provision of this Agreement, it is
the express intention of the parties to this Agreement that the indemnity
contained in this Section shall apply to each person to be indemnified without
regard to the sole or contributory negligence of such
person.

    


    SECTION 12.  LIMITATION OF
LIABILITY.  Notwithstanding any other provision of this
Agreement, neither you nor any of your agents or correspondents will have any
liability to Applicant for any action, neglect or omission under or in
connection with any L/C Document, Loan Document or Credit, including, without
limitation, the issuance or any amendment of any Credit, the failure to issue or
amend any Credit, or the honoring or dishonoring of any Demand under any Credit,
and such action or neglect or omission will bind Applicant, except to the extent
any such action or neglect or omission is caused by, or arises from, your lack
of good faith, gross negligence, willful misconduct, failure to honor any Demand
presented under any Credit when such Demand and its accompanying Documents
appear on their face to comply strictly with the terms of such Credit, or honor
of any Demand under a Credit when such Demand and its accompanying Documents do
not appear on their face to comply substantially with the terms of such
Credit.  Notwithstanding any other provision of any L/C Document, but
without in any way affecting, except as specifically provided in this sentence,
your obligation under this Agreement to honor any Demand presented under any
Credit when such Demand and its accompanying Documents appear on their face to
comply strictly with the terms of such Credit and to dishonor any Demand under a
Credit when such Demand and its accompanying Documents do not appear on their
face to comply substantially with the terms of such Credit, in no event shall
you or your officers or directors be liable or responsible for the following,
regardless of whether any claim is based on contract or tort:  (a) any
special, consequential, indirect or incidental damages, including, without
limitation, lost profits, arising out of or in connection with the issuance of
any Credit or any action taken or not taken by you in connection with any L/C
Document, any Loan Document, or any Document or Property referred to in or
related to any Credit; (b) the honoring of any Demand in accordance with any
order or directive of any court or government or regulatory body or entity
requiring such honor despite any temporary restraining order, restraining order,
preliminary injunction, permanent injunction or any type of pretrial or
permanent injunctive relief or any similar relief, however named, restraining,
prohibiting or enjoining such honor; (c) the dishonoring of any Demand in
accordance with any legal or other restriction in force at the time and in the
place of presentment or payment; (d) verifying the existence or reasonableness
of any act or condition referenced, or any statement made, in connection with
any drawing or presentment under any Credit; (e) the use which may be made of
any Credit; (f) the validity of any purported transfer of any Credit or the
identity of any purported transferee of any Beneficiary; (g) any acts or
omissions of any Beneficiary or any other user of any Credit; (h) the form,
validity, sufficiency, correctness, genuineness or legal effect of any Demand or
any Document, or of any signatures or endorsements on any Demand or Document,
even if any Demand or any Document should in fact prove to be in any or all
respects invalid, insufficient, fraudulent or forged; (i) payment by you of any
Demand when the Demand and any accompanying Documents appear on their face to
comply substantially with the terms of the Credit to which they relate or
dishonor by you of any Demand when the Demand and any accompanying Documents do
not strictly comply on their face with the terms of the Credit to which they
relate; (j) the failure of any Demand or Document to bear any reference or
adequate reference to the Credit to which it relates; (k) the failure of any
Document to accompany any Demand; (l) the failure of any person or entity to
note the amount of any Demand on the Credit to which it relates or on any
Document; (m) the failure of any person or entity to surrender or take up any
Credit; (n) the failure of any Beneficiary to comply with the terms of any
Credit or to meet the obligations of such Beneficiary to Applicant; (o) the
failure of any person or entity to send or forward Documents if and as required
by the terms of any Credit; (p) any errors, inaccuracies, omissions,
interruptions or delays in transmission or delivery of any messages, directions
or correspondence by mail, cable, telegraph, wireless or otherwise, whether or
not they are in cipher; (q) any notice of nonrenewal of a Credit sent by you not
being received on time or at any time by the Beneficiary of such Credit; (r) any
inaccuracies in the translation of any messages, directions or correspondence;
(s) any Beneficiary's use of the proceeds of any Demand; (t) any Beneficiary's
failure to repay to you or Applicant the proceeds of any Demand if the terms of
any Credit require such repayment; or (u) any act, error, neglect, default,
negligence, gross negligence, omission, willful misconduct, lack of good faith,
insolvency or failure in business of any of your agents or correspondents or of
any advising, confirming, negotiating, paying or other bank.  Except
to the extent caused by, or arising from, your lack of good faith, gross
negligence, willful misconduct, failure to honor any Demand presented under any
Credit when such Demand and its accompanying Documents appear on their face to
comply strictly with the terms of such Credit, or honor of any Demand under a
Credit when such Demand and its accompanying Documents do not appear on their
face to comply substantially with the terms of such Credit, the occurrence of
any one or more of the contingencies referred to in the preceding sentence shall
not affect, impair or prevent the vesting of your rights or powers under this
Agreement or any Loan Document or Applicant's obligation to make reimbursement
or payment to you under this Agreement or any Loan Document.  The
provisions of this Section will survive the termination of this Agreement and
any Loan Documents and the expiration or cancellation of any or all the
Credits.

    


    SECTION 13.  EVENTS OF
DEFAULT.  Each of the following shall constitute an Event of
Default under this Agreement: (a) Applicant's or any Guarantor's failure to pay
any principal, interest, fee or other amount when due under or in connection
with any L/C Document or any Loan Document; (b) Applicant's failure to deliver
to you Property of a value and character satisfactory to you at any time you
have demanded security from Applicant pursuant to Section 10 of this Agreement;
(c) the occurrence and continuance of any default or defined event of default
under any Loan Document or any other agreement, document or instrument signed or
made by Applicant or any Guarantor in your favor; (d) Applicant's or any
Guarantor's failure to perform or observe any term, covenant or agreement
contained in this Agreement or any Loan Document (other than those referred to
in subsections (a), (b) and (c) of this Section), or the breach of any other
obligation owed by Applicant or any Guarantor to you, and any such failure or
breach shall be impossible to remedy or shall remain unremedied for thirty (30)
calendar days after such failure or breach occurs; (e) any representation,
warranty or certification made or furnished by Applicant or any Guarantor under
or in connection with any L/C Document, any Loan Document or any Collateral, or
as an inducement to you to enter into any L/C Document or Loan Document or to
accept any Collateral, shall be materially false, incorrect or incomplete when
made; (f) any material provision of this Agreement or any Loan Document shall at
any time for any reason cease to be valid and binding on Applicant or any
Guarantor or shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by Applicant, any Guarantor or any
government agency or authority, or Applicant or any Guarantor shall deny that it
has any or further liability or obligation under this Agreement or any Loan
Document; (g) Applicant's or any Guarantor's failure to pay or perform when due
any indebtedness or other obligation Applicant or such Guarantor has to any
person or entity other than you if such failure gives the payee of such
indebtedness or the beneficiary of the performance of such obligation the right
to accelerate the time of payment of such indebtedness or the performance of
such obligation; (h) any guarantee of, or any security covering, any of
Applicant's indebtedness to you arising under or in connection with any L/C
Document or any Loan Document fails to be in full force and effect at any time;
(i) any material adverse change in Applicant's or any Guarantor's financial
condition; (j) Applicant or any Guarantor suspends the transaction of its usual
business or is expelled or suspended from any exchange; (k) Applicant or any
Guarantor dies or is incapacitated; (l) Applicant or any Guarantor dissolves or
liquidates; (m) Applicant or any Guarantor is not generally paying its debts as
they become due; (n) Applicant or any Guarantor becomes insolvent, however such
insolvency may be evidenced, or Applicant or any Guarantor makes any general
assignment for the benefit of creditors; (o) a petition is filed by or against
Applicant or any Guarantor seeking Applicant's or such Guarantor's liquidation
or reorganization under the Bankruptcy Reform Act, Title 11 of the United States
Code, as amended or recodified from time to time, or a similar action is brought
by or against Applicant or any Guarantor under any federal, state or foreign
law; (p) a proceeding is instituted by or against Applicant or any Guarantor for
any relief under any bankruptcy, insolvency or other law relating to the relief
of debtors, reorganization, readjustment or extension of indebtedness or
composition with creditors; (q) a custodian or a receiver is appointed for, or a
writ or order of attachment, execution or garnishment is issued, levied or made
against, any of Applicant's or any Guarantor's Property or assets; (r) an
application is made by any of Applicant's or any Guarantor's judgment creditors
for an order directing you to pay over money or to deliver other of Applicant's
or such Guarantor's Property; or (s) any government authority or any court takes
possession of any substantial part of Applicant's or any Guarantor's Property or
assets or assumes control over Applicant's or any Guarantor's
affairs.

    


    SECTION 14.  REMEDIES.  Upon the
occurrence and continuance of any Event of Default all amounts paid by you on
any Demand which have not previously been repaid to you, together with all
interest on such amounts, and the Unpaid and Undrawn Balance, if any, shall
automatically be owing by Applicant to you and shall be due and payable by
Applicant on demand without presentment or any other notice of any kind,
including, without limitation, notice of nonperformance, notice of protest,
protest, notice of dishonor, notice of intention to accelerate, or notice of
acceleration, all of which are expressly waived by Applicant.  Upon
payment of the Unpaid and Undrawn Balance to you Applicant shall have no further
legal or equitable interest therein, and you will not be required to segregate
on your books or records the Unpaid and Undrawn Balance paid by
Applicant.  After you receive the Unpaid and Undrawn Balance, you
agree to pay to Applicant, upon termination of all of your liability under all
the Credits and Demands, a sum equal to the amount which has not been drawn
under all the Credits less all amounts due and owing to you from Applicant under
or in connection with the L/C Documents and the Loan
Documents.  Further, upon the occurrence and continuance of any Event
of Default, you may sell immediately, without demand for payment, advertisement
or notice to Applicant, all of which are hereby expressly waived, any and all
Collateral, received or to be received, at private sale or public auction or at
brokers' board or upon any exchange or otherwise, at your option, in such parcel
or parcels, at such times and places, for such prices and upon such terms and
conditions as you may deem proper, and you may apply the net proceeds of each
sale, together with any sums due from you to Applicant, to the payment of any
and all obligations and liabilities due from Applicant to you under or in
connection with the L/C Documents and the Loan Documents, all without prejudice
to your rights against Applicant with respect to any and all such obligations
and liabilities which may be or remain unpaid.  If any such sale be at
brokers' board or at public auction or upon any exchange, you may yourself be a
purchaser at such sale free from any right of redemption, which Applicant hereby
expressly waive and release.  All your rights and remedies existing
under the L/C Documents and the Loan Documents are in addition to, and not
exclusive of, any rights or remedies otherwise available to you under applicable
law.  In addition to any rights now or hereafter granted under
applicable law, and not by way of limitation of any such rights, upon the
occurrence and continuance of any Event of Default, Applicant hereby authorizes
you at any time or from time to time, without notice to Applicant or to any
other person (any such notice being hereby expressly waived by Applicant) and to
the extent permitted by law, to appropriate and to apply any and all Applicant's
deposits (general or special, including, without limitation, indebtedness
evidenced by certificates of deposit) with you or elsewhere, whether matured or
unmatured, and any other indebtedness at any time held or owing by you to or for
Applicant's credit or its account, against and on account of Applicant's
obligations and liabilities to you under or in connection with any of the L/C
Documents or the Loan Documents, irrespective of whether or not you shall have
made any demand for payment of any or all such obligations and liabilities or
declared any or all such obligations and liabilities to be due and payable, and
although any or all such obligations and liabilities shall be contingent or
unmatured.

    


    SECTION 15.  GENERAL WAIVERS.  No
delay, extension of time, renewal, compromise or other indulgence which may
occur or be granted by you under any L/C Document or any Loan Document shall
impair your rights or powers under this Agreement or any
Application.  You shall not be deemed to have waived any of your
rights under this Agreement or any Application unless such waiver is in writing
signed by your authorized representative.  No such waiver, unless
expressly provided therein, shall be effective as to any transactions which
occur subsequent to the date of such waiver or as to the continuance of any
Event of Default after such waiver.

    


    SECTION 16.  AMENDMENTS AND MODIFICATIONS TO THIS
AGREEMENT AND THE CREDITS.  No amendment or modification of
this Agreement shall be effective unless it is in writing signed by Applicant's
and your authorized representative(s).  At Applicant's verbal or
written request, or with Applicant's verbal or written consent, and without
extinguishing or otherwise affecting Applicant's obligations under this
Agreement or any Loan Document, you may with respect to any Credit, in writing
or by any other action, but you will not be obligated to, (a) increase the
amount of such Credit, (b) extend the time for, and amend or modify the terms
and conditions governing, the making and honoring of any Demand or Document or
any other terms and conditions of such Credit, or (c) waive the failure of any
Demand or Document to comply with the terms of such Credit, and any Collateral
pledged or granted to you in connection with such Credit will secure Applicant's
obligations to you with respect to such Credit as amended, modified or
waived.  No amendment to, or modification of, the terms of any Credit
will become effective if the Beneficiary of such Credit or any confirming bank
objects to such amendment or modification.  If any Credit is amended
or modified in accordance with this Section, Applicant shall be bound by, and
obligated under, the provisions of this Agreement with respect to such Credit as
so amended or modified, and any action taken by you or any advising, confirming,
negotiating, paying or other bank in accordance with such amendment or
modification.

    


    SECTION 17.   SUCCESSORS AND
ASSIGNS.  The terms and conditions of this Agreement and each
Application shall bind Applicant's heirs, executors, administrators, successors
and assigns, and all rights, benefits and privileges conferred on you under or
in connection with each L/C Document and each Loan Document shall be and hereby
are extended to, conferred upon and may be enforced by your successors and
assigns.  Applicant will not assign this Agreement or Applicant's
obligations or liabilities to you under or in connection with any L/C Document
or Loan Document to any person or entity without your prior written
approval.

    


    SECTION 18.  GOVERNING LAW.  This
Agreement and each Application, and Applicant's and your performance under this
Agreement and each Application, shall be governed by and be construed in
accordance with the laws of the State of California.  Unless you
otherwise specifically agree in writing, each Credit, the opening of each
Credit, the performance by you under each Credit, and the performance by the
Beneficiary and any advising, confirming, negotiating, paying or other bank
under each Credit, shall be governed by and be construed in accordance with the
UCP in force on the date of the issuance of each Credit.

    


    SECTION 19.  JURISDICTION AND SERVICE OF
PROCESS.  Any suit, action or proceeding against Applicant
under or with respect to any L/C Document may, at your sole option, be brought
in (a) the courts of the State of California, (b) the United States District
Courts in California, (c) the courts of Applicant's jurisdiction of
incorporation or principal office, or (d) the courts of the jurisdiction where
any Beneficiary, any advising, confirming, negotiating, paying or other bank, or
any other person or entity has brought any suit, action or proceeding against
you with respect to any Credit or any Demand, and Applicant hereby submits to
the nonexclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment and waives any other preferential jurisdiction by
reason of domicile.  Applicant will accept joinder in any suit, action
or proceeding brought in any court or jurisdiction against you by any
Beneficiary, any advising, confirming, negotiating, paying or other bank or any
other person or entity with respect to any Credit or any
Demand.  Applicant irrevocably waives any objection, including,
without limitation, any objection of the laying of venue or any objection based
on the grounds of forum non
conveniens, which Applicant may now or hereafter have to the bringing of
any such action or proceeding.  Applicant further waives any right to
transfer or change the venue of any suit, action or proceeding brought against
Applicant by you under or in connection with any L/C
Document.  Applicant irrevocably consents to the service of process in
any action or proceeding in any court by the mailing of copies thereof by
registered or certified mail, postage prepaid, to Applicant at its address
specified next to its signature on this Agreement or at such other address as
Applicant shall have notified to you in writing, such service to be effective
ten (10) days after such mailing.

    


    SECTION 20.  GOVERNING LAW AND DISPUTES RESOLVED
AS PROVIDED IN THE LOAN DOCUMENTS.  Notwithstanding any
provision to the contrary in this Agreement, if any Credit governed by this
Agreement is issued under or pursuant to any Loan Document, the law governing
such Loan Document will also govern this Agreement and each Application and
Applicant's and your performance under this Agreement and each Application, and
all disputes arising between Applicant and you under or in connection with any
L/C Document will be resolved as provided in such Loan Document, unless any such
dispute is brought by, or involves, the Beneficiary of such Credit, or any
advising, confirming, negotiating, paying, accepting or other bank, or any other
person or entity other than Applicant, and results in legal action different
from the form of action provided in such Loan Document.  If pursuant
to this Section Texas law governs this Agreement, the special Texas provisions
at the end of this Agreement will apply.

    


    SECTION 21.  MULTIPLE APPLICANTS AND
WAIVERS.  If this Agreement is signed by more than one person
and/or entity as an Applicant, this Agreement and the Applications of each such
person and/or entity shall be the joint and several agreement of all such
persons and/or entities and all references to "Applicant" or "Applicant's" in
this Agreement and the Applications shall refer to all such persons and/or
entities jointly and severally.  Whether this Agreement is signed by
one Applicant or more than one Applicant, you shall have no obligation to
disclose to any Applicant any information or material about any other Applicant
or any other person which you acquire in any manner.  Each Applicant
waives any right to require you to proceed against any other Applicant or any
other person, or marshal assets or proceed against or exhaust any security held
from any other Applicant or any other person.  Each Applicant waives
any defense to its liability in connection with any Credit or this Agreement
based upon or arising by reason of (a) any defense of any other Applicant or any
other person; (b) the cessation or limitation from any cause whatsoever, other
than payment in full of such Applicant’s obligations under this Agreement, of
the liability of any other Applicant or of any other person in connection with
any Credit or this Agreement; (c) any act or omission by you which directly or
indirectly results in or aids the release or discharge of any other Applicant or
any other person by operation of law or otherwise, or which in any way impairs
or suspends any rights or remedies you may have against any other Applicant or
any other person, including, without limitation, the release by you of any
Guarantor or other person obligated in connection with any Credit or this
Agreement; (d) the release of any security for any indebtedness owed to you in
connection with any Credit or this Agreement; (e) the application of payments
received by you from any other Applicant or any other person obligated in
connection with any Credit or this Agreement to indebtedness of such other
Applicant or other person to you other than indebtedness in connection with any
Credit or this Agreement, and (f) any modification of the obligations or
liabilities of any other Applicant or any other person in connection with any
Credit or this Agreement.  Each Applicant waives all rights and
defenses it may have arising out of (A) any election of remedies by you, even
though that election of remedies destroys such Applicant’s rights of subrogation
or its rights to proceed against any other Applicant or any other person for
reimbursement, or (B) any loss of rights such Applicant may suffer by reason of
any rights, powers or remedies of any other Applicant or other person in
connection with any anti-deficiency laws or any other laws limiting, qualifying
or discharging any such other Applicant's or other person’s indebtedness in
connection with any Credit or this Agreement, whether by operation of law or
otherwise.  Until all indebtedness of each Applicant to you arising
under or in connection with this Agreement or any Credit shall have been paid in
full, each Applicant waives any right of subrogation and any right to enforce
any remedy which you now have or may hereafter have against any other Applicant
or any other person, and waives any benefit of, or any right to participate in,
any security now or hereafter held by you.  If any waiver in this
Agreement is determined to be contrary to any applicable law or public policy,
such waiver shall be effective only to the extent permitted by law.

    


    SECTION 22.  SEVERABILITY.  Any
provision of any L/C Document which is prohibited or unenforceable in any
jurisdiction shall be, only as to such jurisdiction, ineffective to the extent
of such prohibition or unenforceability, but all the remaining provisions of
such L/C Document and all the other L/C Documents shall remain
valid.

    


    SECTION 23.  HEADINGS.  The
headings used in this Agreement are for convenience of reference only and shall
not define or limit the provisions of this Agreement.

    


    SECTION 24.  COMPLETE
AGREEMENT.  The entire agreement with respect to each
Credit will consist
of this Agreement and the Application for such Credit, together with any written
document or instrument signed by Applicant and you, or signed by Applicant and
approved by you, which specifically references such Credit, the Application for
such Credit, or this Agreement.  Except as specifically provided in
this Agreement, in any Application or in any written document or instrument
referred to in the preceding sentence, no statements or representations not
contained in this Agreement, such Application or such written document or
instrument shall have any force or effect on this Agreement, such Application or
such written document or instrument.

    


    UNLESS ANY CREDIT GOVERNED
BY THIS AGREEMENT IS ISSUED UNDER OR PURSUANT TO A LOAN DOCUMENT WHICH DOES NOT
HAVE TEXAS GOVERNING LAW, IF THE APPLICANT’S ADDRESS BELOW IS IN TEXAS, OR IF
THE APPLICANT’S HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN TEXAS, THE
FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

    


    Section Texas 1.  GOVERNING LAW.  This
Agreement and each Application, and Applicant's and your performance under this
Agreement and each Application, shall be governed by and be construed in
accordance with the laws of the State of Texas.

    


    Section Texas 2.  JURISDICTION AND SERVICE OF
PROCESS.  Any suit, action or proceeding against Applicant
under or with respect to any L/C Document may, at your sole option, be brought
in (a) the courts of the State of Texas, (b) the United States District Courts
in Texas, (c) the courts of Applicant's jurisdiction of incorporation or
principal office, or (d) the courts of the jurisdiction where any Beneficiary,
any advising, confirming, negotiating, paying or other bank, or any other person
or entity has brought any suit, action or proceeding against you with respect to
any Credit or any Demand, and Applicant hereby submits to the nonexclusive
jurisdiction of such courts for the purpose of any such suit, action, proceeding
or judgment and waives any other preferential jurisdiction by reason of
domicile.  The remaining provisions of Section 19 of this Agreement
will apply.

    


    Section Texas 3.  CERTAIN TRI-PARTY
ACCOUNTS.  Applicant and you agree that Chapter 346 of the
Texas Finance Code (which regulates certain revolving credit accounts and
revolving tri-party accounts) shall not apply to any revolving loan accounts
created under, or maintained in connection with, this Agreement, any other L/C
Document, or any Loan Document.

    


    Section Texas 4.  BUSINESS
PURPOSE.  Applicant represents and warrants that all its
obligations and liabilities evidenced by the L/C Documents and the Loan
Documents are for a business, commercial, investment, agricultural or other
similar purpose and not primarily for a personal, family or household
purpose.

    


    Section Texas 5.  COMPLIANCE WITH USURY
LAWS.  It is Applicant's and your intention to comply strictly
with applicable usury laws.  Accordingly, notwithstanding any
provision to the contrary in any L/C Document or in any Loan Document, in no
event shall any L/C Document or any Loan Document require the payment or permit
the payment, taking, reserving, receiving, collection or charging of any sums
constituting interest under applicable laws that exceed the Maximum Rate
permitted by such laws, as the same may be amended or modified from time to
time.  If any such excess interest is called for, contracted for,
charged, taken, reserved or received in connection with any L/C Document or any
Loan Document or in any communication by you or any other person to Applicant or
to any other person, or in the event that all or part of the principal or
interest owing to you under any L/C Document or any Loan Document shall be
prepaid or accelerated, so that under any of such circumstances or under any
other circumstance whatsoever the amount of interest contracted for, charged,
taken, reserved or received on the amount of principal actually outstanding from
time to time under any L/C Document or any Loan Document exceeds the Maximum
Rate, then in such event it is agreed that (i) the provisions of this Section
shall govern and control, (ii) neither Applicant nor any other person or entity
now or hereafter liable for the payments under any L/C Document or any Loan
Document shall be obligated to pay the amount of such interest to the extent it
is in excess of the Maximum Rate, (iii) any such excess interest which is or has
been received by you, notwithstanding this Section, shall be credited against
the then unpaid principal balance owing under any L/C Document or any Loan
Document, or if all amounts outstanding under any L/C Document or any Loan
Document have been or would be paid in full by such credit, refunded to
Applicant, and (iv) the provisions of the L/C Documents and the Loan Documents,
and any other communication by you or any other person to Applicant shall
immediately be deemed reformed and such excess interest reduced to the Maximum
Rate without the necessity of executing any other document.  The right
to accelerate the maturity of any amounts due under any L/C Document or any Loan
Document does not include the right to accelerate, collect or charge unearned
interest, but only such interest that has otherwise accrued as of the date of
acceleration.  Without limiting the foregoing, all calculations of the
rate of interest contracted for, charged, taken, reserved or received in
connection with any L/C Document or any Loan Document which are made for the
purpose of determining whether such rate exceeds the Maximum Rate shall be made
to the extent permitted by applicable laws by amortizing, prorating, allocating
and spreading, during the period of the full term of such L/C Document or such
Loan Document, including, without limitation, all prior and subsequent renewals
and extensions of such L/C Document or such Loan Document, all interest at any
time contracted for, charged, taken, reserved or received by you.  The
terms of this Section shall be deemed to be incorporated into each L/C Document
and each Loan Document .  To the extent that either Chapter 303 or
306, or both, of the Texas Finance Code apply in determining the Maximum Rate,
you hereby elect to determine the applicable rate ceiling by using the weekly
ceiling from time to time in effect, subject to your right subsequently to
change such method in accordance with applicable law, as the same may be amended
or modified from time to time.

    


    Section Texas 6.  ALL THE L/C DOCUMENTS AND THE LOAN
DOCUMENTS CONSTITUTE A WRITTEN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO THE L/C
DOCUMENTS OR THE LOAN DOCUMENTS OR THE INDEBTEDNESS EVIDENCED BY THE L/C
DOCUMENTS OR THE LOAN DOCUMENTS.

    


    IF THE APPLICANT’S ADDRESS
BELOW IS IN OREGON OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN
OREGON, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

    


    Section Oregon 1.  UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY A LENDER AFTER OCTOBER 3, 1989 CONCERNING LOANS
AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD
PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING,
EXPRESS CONSIDERATION, AND BE SIGNED BY THE LENDER TO BE
ENFORCEABLE.

    


    IF THE APPLICANT’S ADDRESS
BELOW IS IN WASHINGTON OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS
IN WASHINGTON, THE FOLLOWING ADDITIONAL PROVISIONS WILL
APPLY

    


    Section Washington 1.  ORAL AGREEMENTS OR ORAL COMMITMENTS
TO LOAN MONEY, EXTEND CREDIT OR FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE
NOT ENFORCEABLE UNDER WASHINGTON LAW.

    


    IF THE APPLICANT’S ADDRESS
BELOW IS IN NEBRASKA OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN
NEBRASKA, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

    


    Section Nebraska 1.  ENFORCEABILITY OF WRITTEN TERMS
ONLY.  A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER
NEBRASKA LAW.  TO PROTECT THE PARTIES FROM ANY MISUNDERSTANDINGS OR
DISAPPOINTMENTS, ANY CONTRACT, PROMISE, UNDERTAKING OR OFFER TO FOREBEAR
REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION
WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF,
CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS OR
PROVISIONS OF ANY INSTRUMENT OR DOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN
OF MONEY OR GRANT OR EXTENSION OF CREDIT, MUST BE IN WRITING TO BE
EFFECTIVE.

    


    IF THE APPLICANT’S ADDRESS
BELOW IS IN IOWA OR IF ITS HEADQUARTERS OR PRINCIPAL PLACE OF BUSINESS IS IN
IOWA, THE FOLLOWING ADDITIONAL PROVISIONS WILL APPLY

    


    Section Iowa 1.  IMPORTANT:  READ BEFORE
SIGNING.  THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE
ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.  NO OTHER TERMS OR ORAL
PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY
ENFORCED.  YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER
WRITTEN AGREEMENT.

    


    Section Iowa 2.  By signing
this Agreement, Applicant acknowledges receipt of a copy of this
Agreement.

    


    This Agreement is signed by Applicant's
duly authorized representative or representatives on the date specified
below.

    


    
      	
              PLANTRONICS,
      INC.

               

                           
       /s/ Barbara V. Scherer

              By:         Barbara V. Scherer

              Title:     SVP, Finance & Administration and CFO

               

            	
              PLANTRONICS
      BV

               

                            
      /s/ Barbara V. Scherer

              By:         Barbara
      V. Scherer

              Title:     SVP,
      Finance & Administration and CFO

               

            
	
              345 Encinal Street

              Santa Cruz, CA 95060

              DATE: March 31,
      2009

            	
              345
      Encinal Street

              Santa
      Cruz, CA 95060

              DATE: March 31,
      2009