{"id":40986,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-storage-technology-corp-bank-of-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-storage-technology-corp-bank-of-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-storage-technology-corp-bank-of-america.html","title":{"rendered":"Credit Agreement &#8211; Storage Technology Corp., Bank of America NT&#038;SA and Bancamerica Securities Inc."},"content":{"rendered":"<pre>=============================================================================\n-----------------------------------------------------------------------------\n\n\n\n                               CREDIT AGREEMENT\n\n                          DATED AS OF APRIL 9, 1997\n\n                                    AMONG\n\n\n                       STORAGE TECHNOLOGY CORPORATION,\n\n\n                        BANK OF AMERICA NATIONAL TRUST\n                           AND SAVINGS ASSOCIATION,\n\n                                  AS AGENT,\n\n                               SWINGLINE BANK,\n\n                                     AND\n\n                        LETTER OF CREDIT ISSUING BANK\n\n\n                                     AND\n\n\n                THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO\n\n\n\n                                 ARRANGED BY\n\n\n                         BANCAMERICA SECURITIES, INC.\n\n\n-----------------------------------------------------------------------------\n=============================================================================\n\n                              TABLE OF CONTENTS\n\n\nSection                                                       Page\n-------                                                       ----\n\nARTICLE I    DEFINITIONS .....................................  1\n  1.1        Certain Defined Terms ...........................  1\n  1.2        Other Interpretive Provisions ................... 19\n  1.3        Accounting Principles ........................... 20\n\nARTICLE II   THE CREDITS ..................................... 20\n  2.1        Amounts and Terms of Commitment ................. 20\n  2.2        Loan Accounts ................................... 21\n  2.3        Procedure for Borrowing ......................... 21\n  2.4        Conversion and Continuation Elections ........... 22\n  2.5        Voluntary Termination or Reduction of Commitments 24\n             (a) Termination or Reduction of Commitments ..... 24\n             (b) Automatic Reduction of Swingline Commitment . 24\n  2.6        Optional Prepayments ............................ 24\n  2.7        Mandatory Prepayments of Loans; Mandatory\n             Commitment Reductions ........................... 25\n  2.8        Repayment ....................................... 25\n  2.9        Interest ........................................ 25\n  2.10       Swingline Loans ................................. 26\n  2.11       Fees ............................................ 28\n             (a)  Commitment Fees ............................ 28\n             (b) Arrangement Fee ............................. 29\n  2.12       Computation of Fees and Interest ................ 29\n  2.13       Payments by the Borrower ........................ 29\n  2.14       Payments by the Banks to the Agent .............. 30\n  2.15       Sharing of Payments, Etc. ....................... 31\n\nARTICLE III  THE LETTERS OF CREDIT ........................... 31\n  3.1        The Letter of Credit Subfacility ................ 31\n  3.2        Issuance, Amendment and Renewal of Letters of\n             Credit .......................................... 32\n  3.3        Existing BofA Letters of Credit; Risk\n             Participations, Drawings and Reimbursements ..... 34\n  3.4        Repayment of Participations ..................... 36\n  3.5        Role of the Issuing Bank ........................ 37\n  3.6        Obligations Absolute ............................ 38\n  3.7        Cash Collateral Pledge .......................... 39\n  3.8        Letter of Credit Fees ........................... 39\n  3.9        Uniform Customs and Practice .................... 40\n\nARTICLE IV   TAXES, YIELD PROTECTION AND ILLEGALITY .......... 40\n  4.1        Taxes ........................................... 40\n\n                                       i\n\nSection                                                      Page\n-------                                                      ----\n\n  4.2        Illegality ...................................... 42\n  4.3        Increased Costs and Reduction of Return ......... 42\n  4.4        Funding Losses .................................. 43\n  4.5        Inability to Determine Rates .................... 43\n  4.6        Survival ........................................ 44\n  4.7        Notice of Claims ................................ 44\n\nARTICLE V    CONDITIONS PRECEDENT ............................ 44\n  5.1        Conditions of Initial Credit Extensions ......... 44\n             (a) Credit Agreement and Notes .................. 44\n             (b) Resolutions; Incumbency ..................... 44\n             (c) Organization Documents; Good Standing ....... 45\n             (d) Legal Opinions .............................. 45\n             (e) Payment of Fees ............................. 45\n             (f) Certificate ................................. 45\n             (g) Prior Loan Documents ........................ 45\n             (h) Other Documents ............................. 45\n  5.2        Conditions to All Credit Extensions ............. 45\n             (a) Notice, Application ......................... 46\n             (b) Continuation of Representations and\n                 Warranties .................................. 46\n             (c) No Existing Default ......................... 46\n             (d) Cash Collateral ............................. 46\n\nARTICLE VI   REPRESENTATIONS AND WARRANTIES .................. 46\n  6.1        Corporate Existence and Power ................... 46\n  6.2        Corporate Authorization; No Contravention ....... 47\n  6.3        Governmental Authorization ...................... 47\n  6.4        Binding Effect .................................. 47\n  6.5        Litigation ...................................... 48\n  6.6        No Default ...................................... 48\n  6.7        ERISA Compliance ................................ 48\n  6.8        Use of Proceeds; Margin Regulations ............. 49\n  6.9        Title to Properties; Liens ...................... 49\n  6.10       Taxes ........................................... 49\n  6.11       Financial Condition ............................. 49\n  6.12       Environmental Matters ........................... 50\n  6.13       Regulated Entities .............................. 50\n  6.14       Copyrights, Patents, Trademarks and\n             Licenses, Etc. .................................. 50\n  6.15       Subsidiaries .................................... 50\n  6.16       Insurance ....................................... 51\n  6.17       Full Disclosure ................................. 51\n  6.18       Projections ..................................... 51\n\n                                      ii\n\nSection                                                      Page\n-------                                                      ----\n\nARTICLE VII  AFFIRMATIVE COVENANTS ........................... 51\n  7.1        Financial Statements ............................ 51\n  7.2        Certificates; Other Information ................. 52\n  7.3        Notices ......................................... 52\n  7.4        Preservation of Corporate Existence, Etc. ....... 53\n  7.5        Maintenance of Property ......................... 53\n  7.6        Insurance ....................................... 53\n  7.7        Payment of Obligations .......................... 53\n  7.8        Compliance with Laws ............................ 54\n  7.9        Compliance with ERISA ........................... 54\n  7.10       Inspection of Property and Books and Records .... 54\n  7.11       Use of Proceeds ................................. 54\n  7.12       Disclosure; Further Assurances .................. 54\n  7.13       Financial Covenants ............................. 55\n             (a) Maintenance of Consolidated Tangible\n                 Net Worth ................................... 55\n             (b) Consolidated Net Income ..................... 55\n             (c) Consolidated Total Leverage Ratio ........... 55\n  7.14       Patents and Permits ............................. 55\n\nARTICLE VIII NEGATIVE COVENANTS .............................. 56\n  8.1        Limitation on Liens ............................. 56\n  8.2        Disposition of Assets ........................... 58\n  8.3        Consolidations and Mergers ...................... 58\n  8.4        Loans and Investments ........................... 59\n  8.5        Transactions with Affiliates .................... 60\n  8.6        Use of Proceeds ................................. 60\n  8.7        Contingent Obligations .......................... 61\n  8.8        Restricted Payments ............................. 61\n  8.9        ERISA ........................................... 62\n  8.10       Change in Business .............................. 62\n  8.11       Accounting Changes .............................. 62\n\nARTICLE IX   EVENTS OF DEFAULT ............................... 62\n  9.1        Event of Default ................................ 62\n             (a) Non-Payment ................................. 62\n             (b) Representation or Warranty .................. 62\n             (c) Specific Defaults ........................... 63\n             (d) Other Defaults .............................. 63\n             (e) Cross-Default ............................... 63\n             (f) Insolvency; Voluntary Proceedings ........... 63\n             (g) Involuntary Proceedings ..................... 63\n             (h) ERISA ....................................... 64\n\n                                      iii\n\nSection                                                      Page\n-------                                                      ----\n\n             (i) Monetary Judgments .......................... 64\n             (j) Non-Monetary Judgments ...................... 64\n             (k) Change of Control ........................... 64\n             (l) Adverse Change .............................. 64\n  9.2        Remedies ........................................ 64\n  9.3        Certain Financial Covenant Defaults ............. 65\n\nARTICLE X    THE AGENT ....................................... 65\n  10.1       Appointment and Authorization; \"Agent\" .......... 65\n  10.2       Delegation of Duties ............................ 66\n  10.3       Liability of Agent .............................. 66\n  10.4       Reliance by Agent ............................... 66\n  10.5       Notice of Default ............................... 67\n  10.6       Credit Decision ................................. 67\n  10.7       Indemnification of Agent ........................ 68\n  10.8       Agent in Individual Capacity .................... 68\n  10.9       Successor Agent ................................. 68\n  10.10      Withholding Tax ................................. 69\n\nARTICLE XI   MISCELLANEOUS ................................... 71\n  11.1       Amendments and Waivers .......................... 71\n  11.2       Notices ......................................... 71\n  11.3       No Waiver; Cumulative Remedies .................. 72\n  11.4       Costs and Expenses .............................. 72\n  11.5       Borrower's Indemnification ...................... 73\n  11.6       Payments Set Aside .............................. 74\n  11.7       Successors and Assigns .......................... 74\n  11.8       Assignments, Participations, Etc. ............... 74\n  11.9       Confidentiality ................................. 76\n  11.10      Set-off ......................................... 76\n  11.11      Automatic Debits of Fees ........................ 76\n  11.12      Notification of Addresses, Lending Offices, Etc.  77\n  11.13      Counterparts .................................... 77\n  11.14      Severability .................................... 77\n  11.15      No Third Parties Benefited ...................... 77\n  11.16      Governing Law and Jurisdiction .................. 77\n  11.17      Waiver of Jury Trial ............................ 78\n  11.18      Entire Agreement ................................ 78\n  11.19      Certain Closing Date Transitional Matters ....... 78\n  11.20      Termination of Prior Loan Documents ............. 79\n\n                                      iv\n\n  SCHEDULES\n\n  Schedule 2.1            Commitments and Pro Rata Shares\n  Schedule 2.9(e)         Applicable Margin\n  Schedule 2.11(a)        Commitment Fees\n  Schedule 3.3(a)         Existing BofA Letters of Credit\n  Schedule 6.5            Litigation\n  Schedule 6.11           Permitted Liabilities\n  Schedule 6.12           Environmental Matters\n  Schedule 6.15           Subsidiaries and Minority Interests\n  Schedule 6.16           Insurance Matters\n  Schedule 8.1(i)         Permitted Liens\n  Schedule 8.2            Permitted Dispositions\n  Schedule 8.4(f)         Permitted Investments\n  Schedule 8.7(e)         Contingent Obligations\n  Schedule 11.2           Addresses for Notices; Lending Offices\n  Schedule 11.19          Closing Date Transitional Matters\n\n  EXHIBITS\n\n  Exhibit A         Form of Notice of Borrowing\n  Exhibit B         Form of Notice of Conversion\/Continuation\n  Exhibit C         Form of Compliance Certificate\n  Exhibit D-1       Form of Legal Opinion of Shearman &amp; Sterling\n  Exhibit D-2       Form of Legal Opinion of Internal Borrower's Counsel\n  Exhibit E         Form of Assignment and Acceptance\n  Exhibit F         Form of Promissory Note\n\n                                       v\n\n                               CREDIT AGREEMENT\n                               ----------------\n\n      This CREDIT AGREEMENT is entered into as of April 9, 1997, among\nStorage Technology Corporation, a Delaware corporation (\"the Borrower\"), the\nseveral financial institutions from time to time party to this Credit\nAgreement (individually, a \"Bank\"; collectively, the \"Banks\"), and Bank of\nAmerica National Trust and Savings Association, as swingline bank, letter of\ncredit issuing bank and as agent for the Banks.\n\n      WHEREAS, the Borrower, Storage Technology de Puerto Rico, Inc., the\nAgent and certain financial institutions (the \"Original Banks\") were parties\nto that certain Second Amended and Restated Credit Agreement dated as of\nMarch 28, 1996 (as modified, the \"Prior Credit Agreement\") and certain other\ndocuments executed in connection therewith (together with the Prior Credit\nAgreement, referred to at times as the \"Prior Loan Documents);\n\n      WHEREAS, the Borrower has requested that the Agent and the Original\nBanks terminate the Prior Credit Agreement and the other Prior Loan Documents\nin order to enter into this Credit Agreement and the Loan Documents with the\nparties hereto;\n\n      WHEREAS, the Banks are willing to extend certain credit facilities to\nthe Borrower on the basis of this Credit Agreement and the Loan Documents and\nto facilitate the termination of the Prior Credit Agreement and the other\nPrior Loan Documents as provided in this Credit Agreement;\n\n      NOW, THEREFORE, in consideration of the mutual agreements, provisions\nand covenants contained herein, the parties agree as follows:\n\n\n                                  ARTICLE I\n\n                                 DEFINITIONS\n                                 -----------\n\n    1.1    Certain Defined Terms.  The following terms have the following\nmeanings:\n\n           \"Acquisition\" means any transaction or series of related\n     transactions for the purpose of or resulting, directly or indirectly, in\n     (a) the acquisition of all or substantially all of the assets of a\n     Person, or of any business or division of a Person, (b) the acquisition\n     of in excess of 50% of the capital stock, partnership interests,\n     membership interests or equity of any Person, or otherwise causing any\n     Person to become a Subsidiary, or (c) a merger or consolidation or any\n     other combination with another Person (other than a Person that is a\n     Subsidiary) provided that the Borrower or its Subsidiary is the\n     surviving entity.\n\n                                       1\n\n           \"Affiliate\" means, as to any Person, any other Person which,\n     directly or indirectly, is in control of, is controlled by, or is under\n     common control with, such Person.  A Person shall be deemed to control\n     another Person if the controlling Person possesses, directly or\n     indirectly, the power to direct or cause the direction of the management\n     and policies of the other Person, whether through the ownership of\n     voting securities, membership interests, by contract, or otherwise.\n\n           \"Agent\" means BofA in its capacity as agent for the Banks\n     hereunder, and any successor agent arising under Section 10.9.\n\n           \"Agent-Related Persons\" means BofA and any successor agent\n     arising under Section 10.9 and any successor letter of credit issuing\n     bank hereunder, together with their respective Affiliates (including, in\n     the case of BofA, the Arranger), and the officers, directors, employees,\n     agents and attorneys-in-fact of such Persons and Affiliates.\n\n           \"Agent's Payment Office\" means the address for payments set forth\n     on Schedule 11.2 or such other address as the Agent may from time to\n     time specify.\n\n           \"Agreement\" means this Credit Agreement.\n\n           \"Applicable Fee Amount\" means with respect to the commitment fee\n     payable hereunder, the amount set forth opposite the indicated level\n     below the heading \"Commitment Fee\" in the pricing grid set forth on\n     Schedule 2.11(a) in accordance with the parameters for calculations of\n     such amount also set forth in Section 2.11(a).\n\n           \"Applicable Margin\" means the amount set forth opposite the\n     indicated level below the heading \"Base Rate Spread\" or \"Offshore Rate\n     Spread,\" as appropriate, in the pricing grid set forth in Schedule\n     2.9(e) in accordance with the parameters for calculations of such amount\n     also set forth in Section 2.9(e).\n\n           \"Arranger\" means BancAmerica Securities, Inc., a Delaware\n     corporation.\n\n           \"Assignee\" has the meaning specified in subsection 11.8(a).\n\n           \"Attorney Costs\" means and includes all fees and disbursements of\n     any law firm or other external counsel, the allocated cost of internal\n     legal services and all disbursements of internal counsel.\n\n           \"Bank\" has the meaning specified in the introductory clause\n     hereto.  References to the \"Banks\" shall include BofA, including in its\n     capacity as Issuing Bank and Swingline Bank; for purposes of\n     clarification only, to the extent that BofA may have any rights or\n     obligations in addition to those of the Banks due to its status as\n     Issuing Bank and Swingline Bank, its status as such will be specifically\n     referenced.\n\n                                       2\n\n           \"Bankruptcy Code\" means the Federal Bankruptcy Reform Act of 1978\n     (11 U.S.C. Section101, et seq.).\n\n           \"Base Rate\" means, for any day, the higher of:  (a) 0.50% per\n     annum above the latest Federal Funds Rate; and (b) the rate of interest\n     in effect for such day as publicly announced from time to time by BofA\n     in San Francisco, California, as its \"reference rate.\"  (The \"reference\n     rate\" is a rate set by BofA based upon various factors including BofA's\n     costs and desired return, general economic conditions and other factors,\n     and is used as a reference point for pricing some loans, which may be\n     priced at, above, or below such announced rate.)\n\n           Any change in the reference rate announced by BofA shall take\n     effect at the opening of business on the day specified in the public\n     announcement of such change.\n\n           \"Base Rate Loan\" means a Revolving Loan, a Swingline Loan or an\n     L\/C Advance, that bears interest based on the Base Rate.\n\n           \"BofA\" means Bank of America National Trust and Savings\n     Association, a national banking association.\n\n           \"Borrower\" has the meaning specified in the introductory clause\n     of this Agreement.\n\n           \"Borrowing\" means a borrowing hereunder consisting of Revolving\n     Loans of the same Type made to the Borrower on the same day by the Banks\n     under Article II, or Swingline Loans of the same Type made to the\n     Borrower on the same day by the Swingline Bank under Article II and, in\n     each case, other than for Base Rate Loans, having the same Interest\n     Period.\n\n           \"Borrowing Date\" means any date on which a Borrowing occurs under\n     Section 2.3.\n\n           \"Business Day\" means any day other than a Saturday, Sunday or\n     other day on which commercial banks in New York City or San Francisco\n     are authorized or required by law to close and, if the applicable\n     Business Day relates to any Offshore Rate Loan, means such a day on\n     which dealings are carried on in the applicable offshore Dollar\n     interbank market.\n\n           \"Capital Adequacy Regulation\" means any guideline, request or\n     directive of any central bank or other Governmental Authority, or any\n     other law, rule or regulation, whether or not having the force of law,\n     in each case, regarding capital adequacy of any bank or of any\n     corporation controlling a bank.\n\n           \"Capital Lease\" means, for any Person, any lease of property\n     (whether real, personal or mixed) which, in accordance with GAAP, would,\n     at the time a\n\n                                       3\n\n     determination is made, be required to be recorded as a capital lease in\n     respect of which such Person is liable as lessee.\n\n           \"Cash Collateralize\" means, as provided in Section 3.7 hereof, to\n     pledge and deposit with or deliver to the Agent, for the benefit of the\n     Agent, the Issuing Bank, the Swingline Bank and the Banks, as collateral\n     for the Obligations, cash or deposit account balances pursuant to\n     documentation in form and substance satisfactory to the Agent, the\n     Swingline Bank and the Issuing Bank (which documents are hereby\n     consented to by the Banks).  Derivatives of such term shall have\n     corresponding meanings.\n\n           \"Change of Control\" means the occurrence, after the date of this\n     Agreement, of any of the following: (a) any Person or two or more\n     Persons acting in concert acquiring beneficial ownership (within the\n     meaning of Rule 13d-3 of the SEC under the Exchange Act), directly or\n     indirectly, of securities of the Borrower (or other securities\n     convertible into such securities) representing 30% or more of the\n     combined voting power of all securities of the Borrower entitled to vote\n     in the election of directors; or (b) during any period of up to 12\n     consecutive months, commencing after the Closing Date, individuals who\n     at the beginning of such 12-month period were directors of the Borrower\n     ceasing for any reason to constitute a majority of the Board of\n     Directors of the Borrower unless the Persons replacing such individuals\n     were nominated by the Board of Directors of the Borrower; or (c) any\n     Person or two or more Persons acting in concert acquiring by contract or\n     otherwise, or entering into a contract or arrangement which upon\n     consummation will result in its or their acquisition of, or control\n     over, securities of the Borrower (or other securities convertible into\n     such securities) representing 30% or more of the combined voting power\n     of all securities of the Borrower entitled to vote in the election of\n     directors.\n\n           \"Closing Date\" means the date on which all conditions precedent\n     set forth in Section 5.1 are satisfied or waived by all Banks (or, in\n     the case of subsection 5.1(e), waived by the Person entitled to receive\n     such payment).\n\n           \"Closing Date Percentage\" has the meaning specified in Section\n     11.19.\n\n           \"Code\" means the Internal Revenue Code of 1986, and regulations\n     promulgated thereunder.\n\n           \"Commitment\", as to each Bank, has the meaning specified in\n     Section 2.1.\n\n           \"Compliance Certificate\" means a certificate substantially in the\n     form of Exhibit C.\n\n           \"Consolidated\" and any derivative thereof each means, with\n     reference to the accounts or\n\n                                       4\n\n     financial reports of any Person, the consolidated accounts or financial\n     reports of such Person and each Subsidiary of such Person determined in\n     accordance with GAAP.\n\n           \"Contingent Obligation\" means, as to any Person, any direct or\n     indirect liability of that Person, whether or not contingent, with or\n     without recourse, (a) with respect to any Indebtedness, lease, dividend,\n     letter of credit or other obligation (the \"primary obligations\") of\n     another Person (the \"primary obligor\"), including any obligation of that\n     Person (i) to purchase, repurchase or otherwise acquire such primary\n     obligations or any security therefor, (ii) to advance or provide funds\n     for the payment or discharge of any such primary obligation, or to\n     maintain working capital or equity capital of the primary obligor or\n     otherwise to maintain the net worth or solvency or any balance sheet\n     item, level of income or financial condition of the primary obligor,\n     (iii) to purchase property, securities or services primarily for the\n     purpose of assuring the owner of any such primary obligation of the\n     ability of the primary obligor to make payment of such primary\n     obligation or otherwise to assure or hold harmless the holder of any\n     such primary obligation against loss in respect thereof; (b) with\n     respect to primary obligations of a primary obligor in connection with\n     any synthetic lease or similar off balance sheet lease transaction or\n     securitization transaction (each of (a) and (b) a \"Guaranty\n     Obligation\"), (c) with respect to any Surety Instrument issued for the\n     account of that Person or as to which that Person is otherwise liable\n     for reimbursement of drawings or payments; (d) to purchase any\n     materials, supplies or other property from, or to obtain the services\n     of, another Person if the primary purpose of the contract or other\n     related document or obligation requires that payment for such materials,\n     supplies or other property, or for such services, shall be made\n     regardless of whether delivery of such materials, supplies or other\n     property is ever made or tendered, or such services are ever performed\n     or tendered, or (e) in respect of any Swap Contract.  The amount of any\n     Contingent Obligation shall, in the case of Guaranty Obligations, be\n     deemed equal to the stated or determinable amount of the primary\n     obligation in respect of which such Guaranty Obligation is made or, if\n     not stated or if indeterminable, the maximum reasonably anticipated\n     liability in respect thereof, and in the case of other Contingent\n     Obligations, shall be equal to the maximum reasonably anticipated\n     liability in respect thereof.  Notwithstanding anything to the contrary\n     herein, Contingent Obligations shall not include sales of Permitted\n     Receivables (and books, chattel paper, records, and software relating to\n     the Permitted Receivables) sold pursuant to the Permitted Receivables\n     Purchase Facility and recourse or repurchase obligations thereunder.\n\n           \"Contractual Obligation\" means, as to any Person, any provision\n     of any security issued by such Person or of any agreement, undertaking,\n     contract, indenture, mortgage, deed of trust or other instrument,\n     document or agreement to which such Person is a party or by which it or\n     any of its property is bound.\n\n           \"Conversion\/Continuation Date\" means any date on which, under\n     Section 2.4, the Borrower (a) converts Loans of one Type to another\n     Type, or\n\n                                       5\n\n     (b) continues as Loans of the same Type, but with a new Interest Period,\n     Loans having Interest Periods expiring on such date.\n\n           \"Credit Extension\" means and includes (a) the making of any\n     Revolving Loans or Swingline Loans hereunder, and (b) the Issuance of\n     any Letters of Credit hereunder (including the Existing BofA Letters of\n     Credit).\n\n           \"Default\" means any event or circumstance which, with the giving\n     of notice, the lapse of time, or both, would (if not cured or otherwise\n     remedied during such time) constitute an Event of Default.\n\n           \"Dollars,\" \"dollars\" and \"$\" each mean lawful money of the United\n     States.\n\n           \"EBITDA\" means, for any period, for the Borrower and its\n     Subsidiaries on a consolidated basis, determined in accordance with\n     GAAP, the sum of (a) the Net Income (or Net Loss) for such period plus\n     (b) all amounts treated as expenses for depreciation, interest and the\n     amortization of intangibles of any kind to the extent included in the\n     determination of such Net Income (or Net Loss), plus (c) all accrued\n     taxes on or measured by income to the extent included in the\n     determination of such Net Income (or Net Loss).\n\n           \"Effective Amount\" means (a) with respect to any Revolving Loans\n     or Swingline Loans, as the case may be, on any date, the aggregate\n     outstanding principal amount thereof after giving effect to any\n     Borrowings and prepayments or repayments of Revolving Loans or Swingline\n     Loans occurring on such date; and (b) with respect to any outstanding\n     L\/C Obligations on any date, the amount of such L\/C Obligations on such\n     date after giving effect to any Issuances of Letters of Credit occurring\n     on such date and any other changes in the aggregate amount of the L\/C\n     Obligations as of such date, including as a result of any reimbursements\n     of outstanding unpaid drawings under any Letters of Credit or any\n     reductions in the maximum amount available for drawing under Letters of\n     Credit taking effect on such date.\n\n           \"Eligible Assignee\" means (a) a commercial bank organized under\n     the laws of the United States, or any state thereof, and having a\n     combined capital and surplus of at least $200,000,000; (b) a commercial\n     bank organized under the laws of any other country which is a member of\n     the Organization for Economic Cooperation and Development (the \"OECD\"),\n     or a political subdivision of any such country, and having a combined\n     capital and surplus of at least $200,000,000, provided that such bank is\n     acting through a branch or agency located in the United States; and\n     (c) a Person that is primarily engaged in the business of commercial\n     banking and that is (i) a Subsidiary of a Bank, (ii) a Subsidiary of a\n     Person of which a Bank is a Subsidiary, or (iii) a Person of which a\n     Bank is a Subsidiary.\n\n                                       6\n\n           \"Environmental Claims\" means all claims, however asserted, by any\n     Governmental Authority or other Person alleging potential liability or\n     responsibility for violation of any Environmental Law, or for release or\n     injury to the environment.\n\n           \"Environmental Laws\" means all federal, state or local laws,\n     statutes, common law duties, rules, regulations, ordinances and codes,\n     together with all administrative orders, directed duties, requests,\n     licenses, authorizations and permits of, and agreements with, any\n     Governmental Authorities, in each case relating to environmental,\n     health, safety and land use matters.\n\n           \"ERISA\" means the Employee Retirement Income Security Act of\n     1974.\n\n           \"ERISA Affiliate\" means any trade or business (whether or not\n     incorporated) under common control with the Borrower within the meaning\n     of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the\n     Code for purposes of provisions relating to Section 412 of the Code).\n\n           \"ERISA Event\" means (a) a Reportable Event with respect to a\n     Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate\n     from a Pension Plan subject to Section 4063 of ERISA during a plan year\n     in which it was a substantial employer (as defined in Section 4001(a)(2)\n     of ERISA) or a cessation of operations which is treated as such a\n     withdrawal under Section 4062(e) of ERISA; (c) a complete or partial\n     withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer\n     Plan or notification that a Multiemployer Plan is in reorganization; (d)\n     the filing of a notice of intent to terminate, the treatment of a Plan\n     amendment as a termination under Section 4041 or 4041A of ERISA, or the\n     commencement of proceedings by the PBGC to terminate a Pension Plan or\n     Multiemployer Plan; (e) an event or condition which might reasonably be\n     expected to constitute grounds under Section 4042 of ERISA for the\n     termination of, or the appointment of a trustee to administer, any\n     Pension Plan or Multiemployer Plan; or (f) the imposition of any\n     liability under Title IV of ERISA, other than PBGC premiums due but not\n     delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA\n     Affiliate.\n\n           \"Eurodollar Reserve Percentage\" has the meaning specified in the\n     definition of \"Offshore Rate.\"\n\n           \"Event of Default\" means any of the events or circumstances\n     specified in Section 9.1.\n\n           \"Exchange Act\" means the Securities Exchange Act of 1934.\n\n           \"Existing BofA Letters of Credit\" means the letters of credit\n     described in Schedule 3.3(a).\n\n                                       7\n\n           \"FDIC\" means the Federal Deposit Insurance Corporation, and any\n     Governmental Authority succeeding to any of its principal functions.\n\n           \"Federal Funds Rate\" means, for any day, the rate set forth in\n     the weekly statistical release designated as H.15(519), or any successor\n     publication, published by the Federal Reserve Bank of New York with\n     respect to the preceding Business Day opposite the caption \"Federal\n     Funds (Effective)\"; or, if for any relevant day such rate is not so\n     published with respect to any such preceding Business Day, the rate for\n     such day will be the arithmetic mean as determined by the Agent of the\n     rates for the last transaction in overnight Federal funds arranged prior\n     to 9:00 a.m. (New York City time) on that day by each of three leading\n     brokers of Federal funds transactions in New York City selected by the\n     Agent.\n\n           \"FRB\" means the Board of Governors of the Federal Reserve System,\n     and any Governmental Authority succeeding to any of its principal\n     functions.\n\n           \"GAAP\" means generally accepted accounting principles set forth\n     from time to time in the opinions and pronouncements of the Accounting\n     Principles Board and the American Institute of Certified Public\n     Accountants and statements and pronouncements of the Financial\n     Accounting Standards Board (or agencies with similar functions of\n     comparable stature and authority within the U.S. accounting profession),\n     which are applicable to the circumstances as of the date of\n     determination.\n\n           \"Governmental Authority\" means any nation or government, any\n     state or other political subdivision thereof, any central bank (or\n     similar monetary or regulatory authority) thereof, any entity exercising\n     executive, legislative, judicial, regulatory or administrative functions\n     of or pertaining to government, and any corporation or other entity\n     owned or controlled, through stock or capital ownership or otherwise, by\n     any of the foregoing.\n\n           \"Guaranty Obligation\" has the meaning specified in the definition\n     of \"Contingent Obligation.\"\n\n           \"Honor Date\" means each date that any amount is paid by the\n     Issuing Bank under any Letter of Credit.\n\n           \"Indebtedness\" of any Person means, without duplication, (a) all\n     indebtedness for borrowed money; (b) all obligations issued, undertaken\n     or assumed as the deferred purchase price of property or services (other\n     than trade payables entered into in the ordinary course of business on\n     ordinary terms); (c) all reimbursement or payment obligations\n     (contingent or otherwise) with respect to Surety Instruments; (d) all\n     obligations evidenced by notes, bonds, debentures or similar\n     instruments, including obligations so evidenced incurred in connection\n     with the acquisition of property, assets or businesses; (e) all\n     indebtedness created or arising under any conditional sale or other\n     title retention agreement, or incurred\n\n                                       8\n\n     as financing, in either case with respect to property acquired by the\n     Person (even though the rights and remedies of the seller or bank under\n     such agreement in the event of default are limited to repossession or\n     sale of such property); (f) all obligations with respect to Capital\n     Leases; (g) all indebtedness referred to in clauses (a) through (f)\n     above secured by (or for which the holder of such Indebtedness has an\n     existing right, contingent or otherwise, to be secured by) any Lien upon\n     or in property (including accounts and contracts rights) owned by such\n     Person, even though such Person has not assumed or become liable for the\n     payment of such Indebtedness; and (h) all Guaranty Obligations in\n     respect of indebtedness or obligations of others of the kinds referred\n     to in clauses (a) through (g) above.\n\n     Notwithstanding anything to the contrary herein, Indebtedness shall not\n     include sales of Permitted Receivables (and books, chattel paper,\n     records and software relating to the Permitted Receivables) sold\n     pursuant to the Permitted Receivables Purchase Facility and recourse or\n     repurchase obligations thereunder.  For all purposes of this Agreement,\n     the Indebtedness of any Person shall include all recourse Indebtedness\n     of any partnership or joint venture or limited liability company in\n     which such Person is a general partner or a joint venturer or a member.\n\n           \"Indemnified Liabilities\" has the meaning specified in\n     Section 11.5.\n\n           \"Indemnified Person\" has the meaning specified in Section 11.5.\n\n           \"Independent Auditor\" has the meaning specified in subsection\n     7.1(a).\n\n           \"Insolvency Proceeding\" means, with respect to any Person, (a)\n     any case, action or proceeding with respect to such Person before any\n     court or other Governmental Authority relating to bankruptcy,\n     reorganization, insolvency, liquidation, receivership, dissolution,\n     winding-up or relief of debtors, or (b) any general assignment for the\n     benefit of creditors, composition, marshalling of assets for creditors,\n     or other, similar arrangement in respect of its creditors generally or\n     any substantial portion of its creditors; in either case undertaken\n     under U.S. Federal, state or foreign law, including the Bankruptcy Code.\n\n           \"Interest Payment Date\" means, (a) as to any Loan other than a\n     Base Rate Loan, the last day of each Interest Period applicable to such\n     Loan, (b) as to any Base Rate Loan other than a Swingline Loan, the last\n     Business Day of each calendar quarter and each date such Loan is\n     converted into another Type, and (c) as to any Base Rate Loans which are\n     Swingline Loans, the Business Day agreed upon by the Borrower and the\n     Swingline Bank which shall not be later than the seventh Business Day\n     following the Borrowing Date thereof; provided, however, that if any\n     Interest Period for an Offshore Rate Loan exceeds three months, the date\n     that falls three months after the beginning of such Interest\n\n                                       9\n\n     Period and after each Interest Payment Date thereafter is also an\n     Interest Payment Date.\n\n           \"Interest Period\" means, as to any Offshore Rate Loan, the period\n     commencing on the Borrowing Date of such Loan or on the\n     Conversion\/Continuation Date on which the Loan is converted into or\n     continued as an Offshore Rate Loan, and ending on the date one, two,\n     three or six months thereafter as selected by the Borrower in its Notice\n     of Borrowing or Notice of Conversion\/Continuation;\n\n     provided that:\n\n                       (a)  if any Interest Period would otherwise end on a\n                day that is not a Business Day, that Interest Period shall\n                be extended to the following Business Day unless the result\n                of such extension would be to carry such Interest Period\n                into another calendar month, in which event such Interest\n                Period shall end on the preceding Business Day;\n\n                       (b)  any Interest Period that begins on the last\n                Business Day of a calendar month (or on a day for which\n                there is no numerically corresponding day in the calendar\n                month at the end of such Interest Period) shall end on the\n                last Business Day of the calendar month at the end of such\n                Interest Period; and\n\n                       (c)  no Interest Period for any Loan shall extend\n                beyond the Revolving Termination Date.\n\n           \"Investments\" has the meaning specified in Section 8.4.\n\n           \"IRS\" means the Internal Revenue Service, and any Governmental\n     Authority succeeding to any of its principal functions under the Code.\n\n           \"Issuance Date\" has the meaning specified in subsection 3.1(a).\n\n           \"Issue\" means, with respect to any Letter of Credit, to\n     incorporate the Existing BofA Letters of Credit into this Agreement, or\n     to issue or to extend the expiry of, or to renew or increase the amount\n     of, such Letter of Credit; and the terms \"Issued,\" \"Issuing\" and\n     \"Issuance\" have corresponding meanings.\n\n           \"Issuing Bank\" means BofA in its capacity as issuer of one or\n     more Letters of Credit hereunder, together with any replacement letter\n     of credit issuer arising under subsection 10.1(b) or Section 10.9.\n\n           \"Joint Venture\" means a single-purpose corporation, partnership,\n     limited liability company, joint venture or other similar legal\n     arrangement (whether\n\n                                      10\n\n     created by contract or conducted through a separate legal entity) now or\n     hereafter formed by the Borrower or any of its Subsidiaries with another\n     Person in order to conduct a common venture or enterprise with such\n     Person.\n\n           \"L\/C Advance\" means each Bank's participation in any L\/C\n     Borrowing in accordance with its Pro Rata Share.\n\n           \"L\/C Amendment Application\" means an application for amendment of\n     outstanding standby or commercial documentary letters of credit, in the\n     form as shall at any time be in use at the Issuing Bank, as the Issuing\n     Bank shall reasonably request.\n\n           \"L\/C Application\" means an application for issuances of standby\n     or commercial documentary letters of credit, in the form as shall at any\n     time be in use at the Issuing Bank, as the Issuing Bank shall reasonably\n     request.\n\n           \"L\/C Borrowing\" means an extension of credit resulting from a\n     drawing under any Letter of Credit which shall not have been reimbursed\n     on the date when made nor converted into a Borrowing of Revolving Loans\n     under subsection 3.3(c).\n\n           \"L\/C Commitment\" means the commitment of the Issuing Bank to\n     Issue, and the commitment of the Banks severally to participate in,\n     Letters of Credit (including the Existing BofA Letters of Credit) from\n     time to time Issued or outstanding under Article III, in an aggregate\n     amount not to exceed on any date the amount of $75,000,000, as the same\n     shall be reduced as a result of a reduction in the L\/C Commitment\n     pursuant to Section 2.5; provided that the L\/C Commitment is a part of\n     the combined Commitments, rather than a separate, independent\n     commitment.\n\n           \"L\/C Obligations\" means at any time the sum of (a) the aggregate\n     undrawn amount of all Letters of Credit then outstanding, plus (b) the\n     amount of all unreimbursed drawings under all Letters of Credit,\n     including all outstanding L\/C Borrowings.\n\n           \"L\/C-Related Documents\" means the Letters of Credit, the L\/C\n     Applications, the L\/C Amendment Applications and any other document\n     relating to any Letter of Credit, including any of the Issuing Bank's\n     standard form documents for letter of credit issuances.\n\n           \"Lending Office\" means, as to any Bank, the office or offices of\n     such Bank specified as its \"Lending Office\" on Schedule 11.2, or such\n     other office or offices as such Bank may from time to time notify the\n     Borrower and the Agent.\n\n                                      11\n\n           \"Letters of Credit\" means the Existing BofA Letters of Credit and\n     any letters of credit (whether standby letters of credit or commercial\n     documentary letters of credit) Issued by the Issuing Bank pursuant to\n     Article III.\n\n           \"Lien\" means any security interest, mortgage, deed of trust,\n     pledge, hypothecation, assignment, charge or deposit arrangement,\n     encumbrance, lien (statutory or other) or preferential arrangement of\n     any kind or nature whatsoever in respect of any property (including\n     those created by, arising under or evidenced by any conditional sale or\n     other title retention agreement, the interest of a lessor under a\n     Capital Lease, any financing lease having substantially the same\n     economic effect as any of the foregoing, or the filing of any financing\n     statement naming the owner of the asset to which such lien relates as\n     debtor, under the Uniform Commercial Code or any comparable law) and any\n     contingent or other agreement to provide any of the foregoing, but not\n     including the interest of a lessor under an Operating Lease.\n\n           \"Loan\" means an extension of credit by a Bank or the Swingline\n     Bank to the Borrower under Article II or Article III in the form of a\n     Revolving Loan, Swingline Loan or L\/C Advance.\n\n           \"Loan Documents\" means this Agreement, any Notes, the L\/C-Related\n     Documents, and all other documents delivered to the Agent or any Bank in\n     connection herewith.\n\n           \"Margin Stock\" means \"margin stock\" as such term is defined in\n     Regulation G, T, U  or X of the FRB.\n\n           \"Material Adverse Effect\" means (a) a material adverse change in,\n     or a material adverse effect upon, the operations, business, properties,\n     condition (financial or otherwise) or prospects of the Borrower and its\n     Subsidiaries taken as a whole; (b) a material impairment of the ability\n     of the Borrower to perform under any Loan Document and to avoid any\n     Event of Default; or (c) a material adverse effect upon the legality,\n     validity, binding effect or enforceability against the Borrower of any\n     Loan Document.\n\n           \"Material Subsidiary\" means any Subsidiary that at any time\n     either (a) owns or holds title to 5% or more of the Consolidated assets\n     of the Borrower and its Consolidated Subsidiaries or (b) accounts for 5%\n     or more of the Consolidated revenue of the Borrower and its Consolidated\n     Subsidiaries, in each case as determined in accordance with GAAP.\n\n           \"Multicurrency Note Purchase Facility\" means the facility\n     pursuant to the Contingent Multicurrency Note Purchase Commitment\n     Agreement dated as of December 12, 1996 (as amended, restated, modified\n     or supplemented from time to time) between Borrower and BofA, whereby\n     BofA has agreed to purchase\n\n                                      12\n\n     certain notes of the Borrower subject, in certain cases, to\n     collateralization in cash and other investments.\n\n           \"Multiemployer Plan\" means a \"multiemployer plan\", within the\n     meaning of Section 4001(a)(3) of ERISA, to which the Borrower or any\n     ERISA Affiliate makes, is making, or is obligated to make contributions\n     or, during the preceding three calendar years, has made, or been\n     obligated to make, contributions.\n\n           \"Net Income\" means, with respect to any Person for any period,\n     net income of such Person, as determined by such Person in accordance\n     with GAAP.\n\n           \"Net Loss\" means, with respect to any Person for any period,\n     negative Net Income of such Person, as determined by such Person in\n     accordance with GAAP.\n\n           \"Note\" means a promissory note executed by the Borrower in favor\n     of a Bank pursuant to subsection 2.2(b), in substantially the form of\n     Exhibit F.\n\n           \"Notice of Borrowing\" means a notice in substantially the form of\n     Exhibit A.\n\n           \"Notice of Conversion\/Continuation\" means a notice in\n     substantially the form of Exhibit B.\n\n           \"Obligations\" means all advances, debts, liabilities,\n     obligations, covenants and duties arising under any Loan Document owing\n     by the Borrower to any Bank, the Issuing Bank, the Swingline Bank, the\n     Agent, or any Indemnified Person, whether direct or indirect (including\n     those acquired by assignment), absolute or contingent, due or to become\n     due, now existing or hereafter arising.\n\n           \"Offshore Rate\" means, for any Interest Period, with respect to\n     Offshore Rate Loans comprising part of the same Borrowing, the rate of\n     interest per annum (rounded upward to the next 1\/16th of 1%) determined\n     by the Agent as follows:\n\n     Offshore Rate =                                  LIBOR\n                     1.00 - Eurodollar Reserve Percentage\n\n     Where,\n\n           \"Eurodollar Reserve Percentage\" means for any day for any\n           Interest Period the maximum reserve percentage (expressed as a\n           decimal, rounded upward to the next 1\/100 of 1%) in effect on\n           such day (whether or not applicable to any Bank) under\n           regulations issued from time to time by the FRB for determining\n           the maximum reserve requirement (including any emergency,\n           supplemental or other marginal reserve\n\n                                      13\n\n           requirement) with respect to Eurocurrency funding (currently\n           referred to as \"Eurocurrency liabilities\"); and\n\n                \"LIBOR\" means the rate of interest per annum determined by\n           the Agent to be the arithmetic mean (rounded upward to the next\n           1\/16 of 1%) of the rates of interest per annum notified to the\n           Agent by BofA as the rate of interest at which Dollar deposits in\n           the approximate amount of the amount of the Loan to be made or\n           continued as, or converted into, an Offshore Rate Loan by BofA\n           and having a maturity comparable to such Interest Period would be\n           offered to major banks in the London interbank market at their\n           request at approximately 11:00 a.m. (London time) two Business\n           Days prior to the commencement of such Interest Period.\n\n                The Offshore Rate shall be adjusted automatically as to all\n           Offshore Rate Loans then outstanding as of the effective date of\n           any change in the Eurodollar Reserve Percentage.\n\n           \"Offshore Rate Loan\" means a Loan that bears interest based on\n     the Offshore Rate.\n\n           \"Operating Lease\" means, for any Person, any lease of any\n     property of any kind by that Person as lessee which is not a Capital\n     Lease.\n\n           \"Operating Loss\" of any Person means, as of the date of\n     determination, operating losses as calculated in accordance with GAAP.\n\n           \"Organization Documents\" means, for any corporation, the\n     certificate or articles of incorporation, the bylaws, any certificate of\n     determination or instrument relating to the rights of preferred\n     shareholders of such corporation, any shareholder rights agreement, and\n     all applicable resolutions of the board of directors (or any committee\n     thereof) of such corporation.\n\n           \"Original Bank\" has the meaning specified in the recitals hereto.\n\n           \"Original Percentage\" has the meaning specified in Section 11.19.\n\n           \"Participant\" has the meaning specified in subsection 11.8(d).\n\n           \"PBGC\" means the Pension Benefit Guaranty Corporation, or any\n     Governmental Authority succeeding to any of its principal functions\n     under ERISA.\n\n           \"Pension Plan\" means a pension plan (as defined in Section 3(2)\n     of ERISA) subject to Title IV of ERISA which the Borrower sponsors,\n     maintains, or to which it makes, is making, or is obligated to make\n     contributions, or in the case\n\n                                      14\n\n     of a multiple employer plan (as described in Section 4064(a) of ERISA)\n     has made contributions at any time during the immediately preceding five\n     (5) plan years.\n\n           \"Permitted Liens\" has the meaning specified in Section 8.1.\n\n           \"Permitted Receivable\" shall mean at any time a Receivable which\n     constitutes an \"account,\" \"chattel paper\" or a \"general intangible\" and\n     any \"proceeds\" thereof (each as defined in the UCC) and collections\n     thereon, which has been sold by the Borrower to BofA or any of its\n     Affiliates pursuant to the Permitted Receivables Purchase Facility with\n     or without recourse.\n\n           \"Permitted Receivables Purchase Facility\" shall mean that certain\n     Multicurrency Receivables Transfer Agreement dated January 29, 1996, as\n     amended, between the Borrower and BofA pursuant to which Permitted\n     Receivables may be sold or otherwise transferred by the Borrower to BofA\n     or any Affiliate of BofA, provided, that the aggregate purchase price\n     paid therefor shall not exceed $40,000,000 (with the aggregate face\n     value thereof not to exceed at any time outstanding $50,000,000).\n\n           \"Permitted Swap Obligations\" means all obligations (contingent or\n     otherwise) of the Borrower or any Subsidiary existing or arising under\n     Swap Contracts, provided that such obligations are (or were) entered\n     into in connection with a bona fide hedging operation that provides\n     offsetting benefits to such Person.\n\n           \"Person\" means an individual, partnership, corporation, limited\n     liability company, business trust, joint stock company, trust,\n     unincorporated association, joint venture, Governmental Authority or any\n     other entity of whatever nature.\n\n           \"Plan\" means an employee benefit plan (as defined in Section 3(3)\n     of ERISA) which the Borrower sponsors or maintains or to which the\n     Borrower makes, is making, or is obligated to make contributions and\n     includes any Pension Plan.\n\n           \"Prior Credit Agreement\" has the meaning specified in the\n     recitals hereto.\n\n           \"Prior Loan Documents\" has the meaning specified in the recitals\nhereto.\n\n           \"Pro Rata Share\" means, as to any Bank at any time, the\n     percentage equivalent (expressed as a decimal, rounded to the ninth\n     decimal place) at such time of such Bank's Commitment divided by the\n     combined Commitments of all Banks (or, if all Commitments have been\n     terminated, the aggregate principal amount of such Bank's Loans divided\n     by the aggregate principal amount of the Loans then held by all Banks).\n     The initial Pro Rata Share of each Bank is set\n\n                                      15\n\n     forth opposite such Bank's name in Schedule 2.1 under the heading Pro\n     Rata Share.\n\n           \"Receivable\" means any right to payment from an account\n     receivable obligor, arising from the sale of goods or services or the\n     licensing of intellectual property rights by the Borrower in the\n     ordinary course of its business.\n\n           \"Reportable Event\" means, any of the events set forth in\n     Section 4043(c) of ERISA or the regulations thereunder, other than any\n     such event for which the 30-day notice requirement under ERISA has been\n     waived in regulations issued by the PBGC.\n\n           \"Required Banks\" means at any time Banks then holding at least\n     66-2\/3% of the aggregate amount of the Commitments or, if no Commitments\n     are outstanding, Banks then having at least 66-2\/3% of the then\n     aggregate unpaid principal amount of the Loans (including the Swingline\n     Loans).\n\n           \"Requirement of Law\" means, as to any Person, any law (statutory\n     or common), treaty, rule or regulation or determination of an arbitrator\n     or of a Governmental Authority, in each case applicable to or binding\n     upon the Person or any of its property or to which the Person or any of\n     its property is subject.\n\n           \"Responsible Officer\" means, with respect to the Borrower, the\n     chief executive officer, the president, any vice president, the\n     treasurer, chief operating officer or chief financial officer, assistant\n     treasurer, or the secretary of the Borrower, or any other officer having\n     substantially the same authority and responsibility; or, with respect to\n     compliance with financial covenants, the chief financial officer,\n     assistant treasurer or the treasurer of the Borrower, or any other\n     officer having substantially the same authority and responsibility.\n\n           \"Revolving Loan\" has the meaning specified in Section 2.1, and\n     may be a Base Rate Loan or an Offshore Rate Loan (each, a \"Type\" of\n     Revolving Loan).\n\n           \"Revolving Termination Date\" means the earlier to occur of:\n\n                (a)    May 31, 2000; and\n\n                (b)  the date on which the Commitments terminate in\n           accordance with the provisions of this Agreement.\n\n           \"SEC\" means the Securities and Exchange Commission, or any\n     Governmental Authority succeeding to any of its principal functions.\n\n           \"Subordinated Indebtedness\" means Indebtedness which is expressly\n     subordinated to the Obligations on terms consented to in writing by the\n     Required Banks.\n\n                                      16\n\n           \"Subsidiary\" of a Person means any corporation, association,\n     partnership, limited liability company, joint venture, trust or other\n     business entity of which more than 50% of the voting stock, membership\n     interests or other equity interests (in the case of Persons other than\n     corporations), is owned or controlled directly or indirectly by the\n     Person, or one or more of the Subsidiaries of the Person, or a\n     combination thereof.  Unless the context otherwise clearly requires,\n     references herein to a \"Subsidiary\" refer to a Subsidiary of the\n     Borrower.\n\n           \"Surety Instruments\" means all letters of credit (including\n     standby and commercial), banker's acceptances, bank guaranties, shipside\n     bonds, surety bonds and similar instruments.\n\n           \"Swap Contract\" means any agreement, whether or not in writing,\n     relating to any transaction that is a rate swap, basis swap, forward\n     rate transaction, commodity swap, commodity option, equity or equity\n     index swap or option, bond, note or bill option, interest rate option,\n     forward foreign exchange transaction, cap, collar or floor transaction,\n     currency swap, cross-currency rate swap, swaption, currency option or\n     any other, similar transaction (including any option to enter into any\n     of the foregoing) or any combination of the foregoing, and, unless the\n     context otherwise clearly requires, any master agreement relating to or\n     governing any or all of the foregoing.\n\n           \"Swingline Bank\" means BofA.\n\n           \"Swingline Commitment\" has the meaning specified in\n     Section 2.10(a).\n\n           \"Swingline Loan\" has the meaning specified in Section 2.10(a).\n\n           \"Tangible Net Worth\" means, with respect to any Person as of any\n     date of determination, Total Assets of such Person as of such date minus\n     Total Liabilities of such Person as of such date and minus the carrying\n     value of (a) goodwill, organizational expenses, patents, patent\n     applications, trademarks, trademark applications, trade names, service\n     marks, service mark applications, copyrights, designs and other\n     intellectual property and licenses therefor and rights therein, and\n     other similar intangibles, (b) all amortizing debt issuance expenses\n     carried as an asset, (c) all reserves carried and not deducted from\n     assets or not reflected as a liability, and (d) cash held in a sinking\n     or other analogous fund established for the purpose of redemption,\n     retirement or prepayment of any capital stock or any Indebtedness or\n     Contingent Obligation, if no offsetting liability exists with respect to\n     such Indebtedness or Contingent Obligation on the balance sheet of such\n     Person.\n\n           \"Taxes\" means any and all present or future taxes (including any\n     taxes on any additional amounts required to be paid to the Agent or the\n     Banks), levies, assessments, imposts, duties, deductions, fees,\n     withholdings or similar charges, and all liabilities with respect\n     thereto, excluding, in the case of each Bank and the\n\n                                      17\n\n     Agent, respectively, (a) taxes imposed on its income by the United\n     States and taxes imposed on its income, and franchise taxes imposed on\n     it, by the jurisdiction under the laws of which such Bank or the Agent\n     (as the case may be) is organized or any political subdivision thereof,\n     and (b) taxes imposed on its income, and franchise taxes imposed on it,\n     by the jurisdiction of such Bank's Lending Office, or any political\n     subdivision thereof.\n\n           \"Total Assets\" of any Person means all property, whether real,\n     personal, tangible, intangible or otherwise, which, in accordance with\n     GAAP, should be included in determining total assets as shown on the\n     assets portion of a balance sheet of such Person.\n\n           \"Total Capital\" of any Person means the sum of the Consolidated\n     Tangible Net Worth of such Person and Subordinated Indebtedness of such\n     Person.  Notwithstanding anything to the contrary herein, Subordinated\n     Indebtedness may only be included in Total Capital to the extent such\n     Subordinated Indebtedness remains subordinated to the Obligations in the\n     manner consented to by the Agent and the Required Banks.\n\n           \"Total Leverage Ratio\" means, with respect to any Person, the\n     ratio that (i) Total Liabilities less Subordinated Indebtedness of such\n     Person bears to (ii) Total Capital of such Person.  Notwithstanding\n     anything to the contrary herein, Subordinated Indebtedness may only be\n     subtracted from Total Liabilities in clause (i) to the extent such\n     Subordinated Indebtedness remains subordinated to the Obligations, in\n     the manner consented to by the Agent and the Required Banks.\n\n           \"Total Liabilities\" of any Person means all obligations,\n     including, without limitation, all Indebtedness (other than Guaranty\n     Obligations) of such Person, which, in accordance with GAAP, should be\n     included in determining total liabilities as shown on the liabilities\n     portion of a balance sheet of such Person.\n\n           \"Type\" has the meaning specified in the definition of \"Revolving\n     Loan.\"\n\n           \"UCC\" means the Uniform Commercial Code as in effect in the State\n     of California.\n\n           \"Unfunded Pension Liability\" means the excess of a Plan's benefit\n     liabilities under Section 4001(a)(16) of ERISA, over the current value\n     of that Plan's assets, determined in accordance with the assumptions\n     used for funding the Pension Plan pursuant to Section 412 of the Code\n     for the applicable plan year.\n\n           \"United States\" and \"U.S.\" each means the United States of\n     America.\n\n           \"Wholly Owned Subsidiary\" means any corporation in which 100% of\n     the capital stock of each class having ordinary voting power, and 100%\n     of the capital\n\n                                      18\n\n     stock of every other class, in each case, at the time as of which any\n     determination is being made, is owned, beneficially and of record, by\n     the Borrower, or by one or more of the other Wholly Owned Subsidiaries,\n     or both; provided that, as to foreign Subsidiaries this definition means\n     any corporation in which at least 99% of the capital stock of each class\n     having ordinary voting power and at least 99% of the capital stock of\n     every other class, at the time as of which any determination is made, in\n     each case is owned beneficially and of record by the Borrower or one or\n     more of the other Wholly Owned Subsidiaries or both.\n\n    1.2    Other Interpretive Provisions.  (a) The meanings of defined terms\nare equally applicable to the singular and plural forms of the defined terms.\n\n         (a)    The words \"hereof,\" \"herein,\" \"hereunder\" and similar words\nrefer to this Agreement as a whole and not to any particular provision of\nthis Agreement; and subsection, Section, Schedule and Exhibit references are\nto this Agreement unless otherwise specified.\n\n         (b)    (i)    The term \"documents\" includes any and all\n     instruments, documents, agreements, certificates, indentures, notices\n     and other writings, however evidenced.\n\n                (ii)   The term \"including\" is not limiting and means\n     \"including without limitation.\"\n\n                (iii)  In the computation of periods of time from a\n     specified date to a later specified date, the word \"from\" means \"from\n     and including\"; the words \"to\" and \"until\" each mean \"to but excluding\",\n     and the word \"through\" means \"to and including.\"\n\n                (iv)   The term \"property\" includes any kind of property or\n     asset, real, personal or mixed, tangible or intangible.\n\n         (d)    Unless otherwise expressly provided herein, (i) references\nto agreements (including this Agreement) and other contractual instruments\nshall be deemed to include all subsequent amendments and other modifications\nthereto, but only to the extent such amendments and other modifications are\nnot prohibited by the terms of any Loan Document, and (ii) references to any\nstatute or regulation are to be construed as including all statutory and\nregulatory provisions consolidating, amending, replacing, supplementing or\ninterpreting the statute or regulation.\n\n         (e)    The captions and headings of this Agreement are for\nconvenience of reference only and shall not affect the interpretation of this\nAgreement.\n\n         (f)    This Agreement and other Loan Documents may use several \ndifferent limitations, tests or measurements to regulate the same or similar\nmatters.  All such limitations, tests and measurements are cumulative and shall\neach be performed in\n\n                                      19\n\naccordance with their terms.  Unless otherwise expressly provided, any\nreference to any action of the Agent, the Issuing Bank, the Swingline Bank or\nthe Banks by way of consent, approval or waiver shall be deemed modified by\nthe phrase \"in its\/their sole discretion.\"\n\n         (g)    This Agreement and the other Loan Documents are the result\nof negotiations among the Agent, the Issuing Bank, the Swingline Bank, the\nBorrower and the other parties, have been reviewed by counsel to the Agent,\nthe Borrower and such other parties, and are the product of all parties.\nAccordingly, they shall not be construed against the Banks, the Issuing Bank,\nthe Swingline Bank or the Agent merely because of the Agent's or Banks'\ninvolvement in their preparation.\n\n    1.3    Accounting Principles.  (a)  Unless the context otherwise clearly\nrequires, all accounting terms not expressly defined herein shall be\nconstrued, and all financial computations required under this Agreement shall\nbe made, in accordance with GAAP, consistently applied.\n\n         (b)    References herein to \"fiscal year\" and \"fiscal quarter\"\nrefer to such fiscal periods of the Borrower.\n\n\n                                  ARTICLE II\n\n                                 THE CREDITS\n                                 -----------\n\n    2.1    Amounts and Terms of Commitment.  Each Bank severally agrees, on\nthe terms and conditions set forth herein, to make loans to the Borrower\n(each such loan, a \"Revolving Loan\") from time to time on any Business Day\nduring the period from the Closing Date to the Revolving Termination Date, in\nan aggregate amount not to exceed at any time outstanding the amount set\nforth on Schedule 2.1 under the heading \"Commitment\" (such amount, inclusive\nof such Bank's L\/C Commitment and, in the case of BofA, its Swingline\nCommitment, as the same may be reduced under Section 2.5 and Section 2.7 or\nreduced or increased as a result of one or more assignments under\nSection 11.8, the Bank's \"Commitment\"); provided, however, that, after giving\neffect to any Borrowing of Revolving Loans, (i) the Effective Amount of all\noutstanding Revolving Loans, the Effective Amount of all Swingline Loans and\nthe Effective Amount of all L\/C Obligations, shall not at any time exceed the\ncombined Commitments; and (ii) the Effective Amount of the Revolving Loans of\nany Bank and the Effective Amount of all Swingline Loans of any Bank plus the\nparticipation of such Bank in the Effective Amount of all L\/C Obligations\nshall not at any time exceed such Bank's Commitment (except for BofA, but\nsolely with respect to its Swingline Commitment).  Within the limits of each\nBank's Commitment, and subject to the other terms and conditions hereof, the\nBorrower may borrow under this Section 2.1, prepay under Section 2.6 and\nreborrow under this Section 2.1.\n\n                                      20\n\n    2.2    Loan Accounts.  (a) The Loans made by each Bank (including the\nSwingline Bank) and the Letters of Credit Issued by the Issuing Bank shall be\nevidenced by one or more accounts or records maintained by such Bank or\nIssuing Bank, as the case may be, in the ordinary course of business.  The\naccounts or records maintained by the Agent, the Issuing Bank and each Bank\n(including the Swingline Bank) shall be conclusive absent manifest error of\nthe amount of the Loans made by the Banks (including the Swingline Bank) to\nthe Borrower and the Letters of Credit Issued for the account of the\nBorrower, and the interest and payments thereon.  Any failure so to record or\nany error in doing so shall not, however, limit or otherwise affect the\nobligation of the Borrower hereunder to pay any amount owing with respect to\nthe Loans or any Letter of Credit.\n\n         (b)    Upon the request of any Bank made through the Agent, the\nLoans made by such Bank may be evidenced by one or more Notes, instead of or\nin addition to loan accounts.  Each such Bank shall endorse on the schedules\nannexed to its Notes the date, amount and maturity of each Loan made by it\nand the amount of each payment of principal made by the Borrower with respect\nthereto.  Each such Bank is irrevocably authorized by the Borrower to endorse\nits Notes and each Bank's record shall be conclusive absent manifest error;\nprovided, however, that the failure of a Bank to make, or an error in making,\na notation thereon with respect to any Loan shall not limit or otherwise\naffect the obligations of the Borrower hereunder or under any such Note to\nsuch Bank.\n\n    2.3    Procedure for Borrowing.  (a) Each Borrowing of Revolving Loans\nshall be made upon the Borrower's irrevocable written notice delivered to the\nAgent in the form of a Notice of Borrowing (which notice must be received by\nthe Agent prior to 9:00 a.m. San Francisco time) (i) three Business Days\nprior to the requested Borrowing Date, in the case of Offshore Rate Loans;\nand (ii) on the Business Day which is the requested Borrowing Date, in the\ncase of Base Rate Loans, specifying:\n\n                      (A) the amount of the Borrowing, which shall be in an\n           aggregate minimum amount of $10,000,000 or any integral multiple\n           of $1,000,000 in excess thereof;\n\n                      (B) the requested Borrowing Date, which shall be a\n           Business Day;\n\n                      (C) the Type of Loans comprising the Borrowing; and\n\n                      (D) the duration of the Interest Period applicable to\n           such Loans included in such notice.  If the Notice of Borrowing\n           fails to specify the duration of the Interest Period for any\n           Borrowing comprised of Offshore Rate Loans, such Interest Period\n           shall be one month.\n\nprovided, however, that with respect to the Borrowing to be made on the\nClosing Date, the Notice of Borrowing shall be delivered to the Agent not\nlater than 9:00 a.m. (San\n\n                                      21\n\nFrancisco time) one Business Day before the Closing Date and such Borrowing\nwill consist of Base Rate Loans only.\n\n         (b)    The Agent will promptly notify each Bank of its receipt of\nany Notice of Borrowing and of the amount of such Bank's Pro Rata Share of\nthat Borrowing.\n\n         (c)    Each Bank will make the amount of its Pro Rata Share of each\nBorrowing available to the Agent for the account of the Borrower at the\nAgent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing\nDate requested by the Borrower in funds immediately available to the Agent.\nThe proceeds of all such Loans will then be made available to the Borrower by\nthe Agent by (i) wire transfer of immediately available funds to the Borrower\nat, Harris Trust, ABA No. 071 000 288, Account No. 4191706, for credit to\nStorage Technology Corporation or such other account as the Borrower shall\nspecify to the Agent or (ii) at the option of the Borrower, by crediting the\naccount of the Borrower on the books of BofA with the aggregate of the\namounts made available to the Agent by the Banks and, in each case, in like\nfunds as received by the Agent.\n\n         (d)    After giving effect to any Borrowing, unless the Agent shall\notherwise consent, there may not be more than five different Interest Periods\nin effect.\n\n         (e)    Any Notice of Borrowing received after the time noted in\nsubsection 2.3(a) but prior to 5:00 p.m. (San Francisco time) on any Business\nDay, shall be deemed to have been received prior to 9:00 a.m. (San Francisco\ntime) on the next Business Day.\n\n    2.4    Conversion and Continuation Elections.  (a) The Borrower may with\nrespect to its Loans, upon irrevocable written notice to the Agent in\naccordance with subsection 2.4(b):\n\n                (i)    elect, as of any Business Day, in the case of Base\n     Rate Loans, or as of the last day of the applicable Interest Period, in\n     the case of any other Type of Revolving Loans, to convert any such\n     Revolving Loans (or any part thereof in an amount not less than\n     $10,000,000, or that is in an integral multiple of $1,000,000 in excess\n     thereof) into Revolving Loans of any other Type; or\n\n                (ii)   elect as of the last day of the applicable Interest\n     Period, to continue any Revolving Loans having Interest Periods expiring\n     on such day (or any part thereof in an amount not less than $10,000,000,\n     or that is in an integral multiple of $1,000,000 in excess thereof);\n\nprovided, that if at any time the aggregate amount of Offshore Rate Loans in\nrespect of any Borrowing is reduced, by payment, prepayment, or conversion of\npart thereof to be less than $10,000,000, such Offshore Rate Loans shall\nautomatically convert into Base\n\n                                      22\n\nRate Loans, and on and after such date the right of the Borrower to continue\nsuch Revolving Loans as, and convert such Loans into, Offshore Rate Loans\nshall terminate.\n\n         (b)    The Borrower shall deliver a Notice of\nConversion\/Continuation to be received by the Agent not later than 9:00 a.m.\n(San Francisco time) with respect to its Revolving Loans at least (i) three\nBusiness Days in advance of the Conversion\/Continuation Date, if the\nRevolving Loans of the Borrower are to be converted into or continued as\nOffshore Rate Loans; and (ii) on the Conversion\/Continuation Date, if the\nRevolving Loans of the Borrower are to be converted into Base Rate Loans,\nspecifying:\n\n                   (A) the proposed Conversion\/Continuation Date;\n\n                   (B) the aggregate amount of Revolving Loans to be\n           converted or continued;\n\n                   (C) the Type of Revolving Loans resulting from the\n           proposed conversion or continuation; and\n\n                   (D) other than in the case of conversions into Base Rate\n           Loans, the duration of the requested Interest Period.\n\n         (c)    If upon the expiration of any Interest Period applicable to\nOffshore Rate Loans of the Borrower, the Borrower has failed to select timely\na new Interest Period to be applicable to such Offshore Rate Loans or if any\nDefault or Event of Default then exists, the Borrower shall be deemed to have\nelected to convert such Offshore Rate Loans into Base Rate Loans effective as\nof the expiration date of such Interest Period.\n\n         (d)    The Agent will promptly notify each Bank of its receipt of a\nNotice of Conversion\/Continuation, or, if no timely notice is provided by the\nBorrower, the Agent will promptly notify each Bank of the details of any\nautomatic conversion.  All conversions and continuations shall be made\nratably according to the respective outstanding principal amounts of the\nRevolving Loans with respect to which the notice was given held by each Bank.\n\n         (e)    Unless the Required Banks otherwise consent, during the\nexistence of a Default or Event of Default, the Borrower may not elect to\nhave Loans converted into or continued as an Offshore Rate Loans.\n\n         (f)    After giving effect to any conversion or continuation of\nRevolving Loans, unless the Agent shall otherwise consent, there may not be\nmore than five different Interest Periods for all Loans in effect.\n\n                                      23\n\n    2.5    Voluntary Termination or Reduction of Commitments.\n\n         (a)    Termination or Reduction of Commitments.  The Borrower may,\nupon not less than five Business Days' prior notice to the Agent, terminate\nthe Commitments, or permanently reduce the Commitments by an aggregate\nminimum amount of $10,000,000 or any integral multiple of $1,000,000 in\nexcess thereof; unless, after giving effect thereto and to any prepayments of\nany Loans made on the effective date thereof, (a) the Effective Amount of all\nRevolving Loans, Swingline Loans and L\/C Obligations together would exceed\nthe amount of the combined Commitments then in effect, or (b) the Effective\nAmount of all L\/C Obligations then outstanding would exceed the L\/C\nCommitment.  Once reduced in accordance with this Section, the Commitments\nmay not be increased or reinstated.  Any reduction of the Commitments shall\nbe applied to each Bank's Commitment according to its Pro Rata Share.  If and\nto the extent specified by the Borrower in the notice to the Agent, some or\nall of the reduction in the combined Commitments shall be applied to reduce\nthe L\/C Commitment.  All accrued commitment and letter of credit fees to, but\nnot including, the effective date of any termination of Commitments shall be\npaid on the effective date of such termination.\n\n         (b)    Automatic Reduction of Swingline Commitment.  At no time\nshall the Swingline Commitment exceed the combined amount of all Commitments,\nand any reduction of the combined amount of all Commitments which reduces the\ncombined amount of all Commitments below the then current amount of the\nSwingline Commitment shall result in an automatic corresponding reduction of\nthe Swingline Commitment to the amount of the combined Commitments, as so\nreduced, without any action on the part of the Swingline Bank.\n\n    2.6    Optional Prepayments.  Subject to Section 4.4, the Borrower may,\nat any time or from time to time, upon delivery of an irrevocable Notice of\nPrepayment to the Agent prior to 9:00 a.m. (San Francisco time) (a) not less\nthan three Business Days prior to the date of prepayment in the case of\nOffshore Rate Loans, and (b) the same day as the date of prepayment in the\ncase of Base Rate Loans,\n\n                (i)    ratably prepay Revolving Loans in whole or in part,\n     in minimum amounts of $10,000,000 or any integral multiple of $1,000,000\n     in excess thereof, and\n\n                (ii)   prepay in whole or in part Swingline Loans, in\n     amounts of $1,000,000 or any integral multiple of $100,000 in excess\n     thereof, or in other amounts with the consent of the Swingline Bank.\n\n           Any notice of prepayment received after 9:00 a.m. (San Francisco\ntime) on a Business Day but prior to 5:00 p.m. (San Francisco time) on such\nBusiness Day shall be deemed to have been given prior to 9:00 a.m. (San\nFrancisco time) on the next Business Day.  Any such notice of prepayment\nshall specify the date and amount of such prepayment and the Type(s) of Loans\nto be prepaid.\n\n                                      24\n\n           The Agent will promptly notify each Bank of its receipt of any\nsuch notice, and of such Bank's Pro Rata Share of such prepayment other than\nfor prepayments of Swingline Loans.  If any such notice is given the Borrower\nshall make such prepayment and the payment amount specified in such notice\nshall be due and payable on the date specified therein, together with accrued\ninterest to each such date on the amount prepaid and any amounts required\npursuant to Section 4.4.\n\n    2.7    Mandatory Prepayments of Loans; Mandatory Commitment Reductions.\nIf on any date on or prior to the Revolving Termination Date the Effective\nAmount of L\/C Obligations exceeds the L\/C Commitment, the Borrower shall Cash\nCollateralize on such date the outstanding Letters of Credit in an amount\nequal to the excess of the maximum amount then available to be drawn under\nthe Letters of Credit over the aggregate L\/C Commitment.  Subject to\nSection 4.4, if on any date after giving effect to any Cash Collateralization\nmade on such date pursuant to the preceding sentence, the Effective Amount of\nall Revolving Loans and Swingline Loans then outstanding plus the Effective\nAmount of all L\/C Obligations exceeds the combined Commitments, the Borrower\nshall immediately, and without notice or demand, prepay the outstanding\nprincipal amount of the Revolving Loans, L\/C Advances and Swingline Loans (as\nnecessary) by an amount equal to the applicable excess.  Additionally, to the\nextent the Borrower receives any payments with respect to purchases of\nPermitted Receivables under the Permitted Receivables Purchase Facility from\nBofA or any Affiliate, such payments shall be immediately used, without\ndemand or notice from any Person, by the Borrower to prepay the amount of\nRevolving Loans, L\/C Advances and Swingline Loans (as necessary) by the\namounts of any such payments.\n\n    2.8    Repayment.  The Borrower agrees to repay to the Banks on the\nRevolving Termination Date the aggregate principal amount of its Loans\n(together with accrued interest and fees thereon) outstanding on such date.\nAdditionally, with respect to Swingline Loans, the Borrower agrees to repay\nto the Swingline Bank the principal amount of each Swingline Loan (together\nwith accrued interest and fees thereon) no later than the seventh Business\nDay after the date each such Swingline Loan was made.\n\n    2.9    Interest.  (a) Each Revolving Loan and Swingline Loan shall bear\ninterest on the outstanding principal amount thereof from the applicable\nBorrowing Date at a rate per annum equal to the Offshore Rate or the Base\nRate as the case may be (provided that with respect to Swingline Loans\ninterest shall only be at the Base Rate unless and until the Swingline Bank\nagrees to a different basis pursuant to Section 2.10(a)) and subject also to\nthe Borrower's right to convert to other Types of Revolving Loans under\nSection 2.4), plus the Applicable Margin.\n\n         (b)    Interest on each Revolving Loan and Swingline Loan of the\nBorrower shall be paid by the Borrower in arrears on each Interest Payment\nDate.  Interest shall also be paid on the date of any prepayment of Loans\nunder Section 2.6 or 2.7 for the portion of the Loans so prepaid and upon\npayment (including prepayment) in full thereof and, during the existence of\nany Event of Default, interest shall be paid on demand of the Agent at the\nrequest or with the consent of the Required Banks.\n\n                                      25\n\n         (c)    Notwithstanding subsection (a) of this Section, while any\nEvent of Default exists or after acceleration, the Borrower shall pay\ninterest (after as well as before entry of judgment thereon to the extent\npermitted by law) on the principal amount of all outstanding Obligations, at\na rate per annum which is determined by adding 2% per annum to the Applicable\nMargin then in effect for such Loans and, in the case of Obligations not\nsubject to an Applicable Margin, at a fluctuating rate per annum equal to the\nBase Rate plus 2%; provided, however, that, on and after the expiration of\nany Interest Period applicable to any Offshore Rate Loan outstanding on the\ndate of occurrence of such Event of Default or acceleration, the principal\namount of such Loan shall, during the continuation of such Event of Default\nor after acceleration, bear interest at a fluctuating rate per annum equal to\nthe Base Rate plus 2%.\n\n         (d)    Anything herein to the contrary notwithstanding, the\nobligations of the Borrower to any Bank hereunder shall be subject to the\nlimitation that payments of interest shall not be required for any period for\nwhich interest is computed hereunder, to the extent (but only to the extent)\nthat contracting for or receiving such payment by such Bank would be contrary\nto the provisions of any law applicable to such Bank limiting the highest\nrate of interest that may be lawfully contracted for, charged or received by\nsuch Bank, and in such event the Borrower shall pay such Bank interest at the\nhighest rate permitted by applicable law.\n\n         (e)    Subject to the effect of subsection 2.9(a), the Applicable\nMargin will be determined by the Agent from time to time in accordance with\nthe pricing grid set forth in Schedule 2.9(e) based on the most recent\nCompliance Certificate delivered by the Borrower pursuant hereto.  Such\ndetermination shall be based on the calculations of the Borrower's EBITDA (on\na rolling four-quarter basis) and Consolidated Total Liabilities to\nConsolidated Tangible Net Worth set forth in such Compliance Certificate and\nshall apply from the first Business Day after the Agent receives such\nCompliance Certificate until and through the Business Day when the Agent\nreceives the applicable Compliance Certificate for the next fiscal quarter.\n\n           The initial Applicable Margin, applicable from the Closing Date\nto the date of delivery of the first Compliance Certificate hereunder, shall\nbe as set forth in the Note to Schedule 2.9(e).\n\n    2.10   Swingline Loans.\n\n         (a)    Subject to the terms and conditions hereof, the Swingline\nBank severally agrees to make a portion of the combined Commitments available\nto the Borrower by making swingline loans (individually, a \"Swingline Loan\";\ncollectively, the \"Swingline Loans\") to the Borrower on any Business Day\nduring the period from the Closing Date to the Revolving Termination Date in\naccordance with the procedures set forth in this Section in an aggregate\nprincipal amount at any one time outstanding not to exceed $10,000,000\nnotwithstanding the fact that such Swingline Loans, when aggregated with the\nSwingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's\nCommitment (the amount of such commitment of the Swingline Bank to make\nSwingline\n\n                                      26\n\nLoans to the Borrower pursuant to this subsection 2.10(a), as the same shall\nbe reduced pursuant to subsection 2.5(b) and Section 2.7 or as a result of\nany assignment pursuant to Section 11.8, the Swingline Bank's \"Swingline\nCommitment\"); provided, that at no time shall (i) the sum of the Effective\nAmount of all Swingline Loans plus the Effective Amount of all Revolving\nLoans plus the Effective Amount of all L\/C Obligations exceed the total of\nall Commitments, or (ii) the Effective Amount of all Swingline Loans exceed\nthe Swingline Commitment.  Additionally, no more than an aggregate of three\nSwingline Loans may be outstanding at any one time, and all Swingline Loans\nshall at all times be Base Rate Loans unless otherwise agreed to by the\nSwingline Bank in its sole discretion.  Within the foregoing limits, and\nsubject to the other terms and conditions hereof, the Borrower may borrow\nunder this subsection 2.10(a), prepay pursuant to Section 2.6 and reborrow\npursuant to this subsection 2.10(a).\n\n         (b)    Each borrowing of a Swingline Loan shall be made upon the\nBorrower's irrevocable written notice to the Agent (with a copy to the\nSwingline Bank) in the form of a Notice of Borrowing of any Swingline Loan\nrequested hereunder specifying (i) the amount to be borrowed, and (ii) the\nrequested Borrowing date, which must be a Business Day (which notice must be\nreceived by the Swingline Bank and the Agent prior to 9:00 a.m. (San\nFrancisco time) on the requested Borrowing date; any notice received by the\nSwingline Bank after 9:00 a.m. (San Francisco time) on a Business Day but\nbefore 5:00 p.m. (San Francisco time) on such Business Day shall be deemed to\nbe received by 9:00 a.m. (San Francisco time) on the next Business Day).\n\n           Upon receipt of the Notice of Borrowing, the Swingline Bank will\nimmediately confirm with the Agent (by telephone or in writing) that the\nAgent has received a copy of the Notice of Borrowing from the Borrower and,\nif not, the Swingline Bank will provide the Agent with a copy thereof.\n\n           Unless the Swingline Bank has received notice prior to 11:30 a.m.\non such Borrowing date from the Agent or any Bank (A) directing the Swingline\nBank not to make the requested Swingline Loan as a result of the limitations\nset forth in the proviso set forth in the first sentence of\nsubsection 2.10(a); or (B) that one or more conditions specified in Article V\nare not then satisfied; then, subject to the terms and conditions hereof, the\nSwingline Bank will, not later than 12:30 p.m. (San Francisco time) on the\nBorrowing date specified in such Notice, make the amount of its Swingline\nLoan available to the Agent for the account of the Borrower at the Agent's\nPayment Office in funds immediately available to the Agent.  The proceeds of\nsuch Swingline Loan will then be made available to the Borrower by (i) wire\ntransfer of immediately available funds to the Borrower at, Harris Trust, ABA\nNo. 071 000 288, Account No. 4191706, for credit to Storage Technology\nCorporation or such other account as the Borrower shall specify to the Agent\nor (ii) at the option of the Borrower by the Agent crediting the account of\nthe Borrower on the books of BofA with the aggregate of the amounts made\navailable to the Agent by the Swingline Bank and in like funds as received by\nthe Agent.  Each Borrowing pursuant to this Section shall be in an aggregate\nprincipal amount equal to $1,000,000 or an integral multiple of $100,000 in\nexcess thereof, unless otherwise agreed by the Swingline Bank.\n\n                                      27\n\n         (c)    The Borrower agrees to repay any Swingline Loan to the\nSwingline Bank when required by Section 2.8.\n\n         (d)    If any Swingline Loans shall remain outstanding during the\nexistence of a Default or Event of Default and the Swingline Bank shall in\nits sole discretion notify the Agent that the Swingline Bank desires that\nsuch Swingline Loans be converted into Revolving Loans, then the Agent shall\nbe deemed to have received a Notice of Borrowing from the Borrower pursuant\nto Section 2.3 requesting that Base Rate Loans be made pursuant to\nSection 2.1 on the first Business Day subsequent to the date of such notice\nfrom the Swingline Bank in an amount equal to the aggregate amount of such\nSwingline Loans, and the procedures set forth in subsections 2.3(b) and\n2.3(c) shall be followed in making such Base Rate Loans; provided, that such\nBase Rate Loans shall be made notwithstanding the Borrower's failure to\ncomply with subsections 5.2(b) and 5.2(c); and provided, further, that if a\nBorrowing of Revolving Loans becomes legally impracticable and if so required\nby the Swingline Bank at the time such Revolving Loans are required to be\nmade by the Banks in accordance with this subsection 2.10(d), each Bank\nagrees that in lieu of making Revolving Loans as described in this\nsubsection 2.10(d), such Bank shall purchase a participation from the\nSwingline Bank in the applicable Swingline Loans in an amount equal to such\nBank's Pro Rata Share of such Swingline Loans, and the procedures set forth\nin subsections 2.3(b) and 2.3(c) shall be followed in connection with the\npurchases of such participations.  Upon such purchases of participations the\nprepayment requirements of subsection 2.10(d) shall be deemed waived with\nrespect to such Swingline Loans.  The proceeds of such Base Rate Loans, or\nparticipations purchased, shall be applied to repay such Swingline Loans.\n\n           A copy of each notice given by the Agent to the Banks pursuant to\nthis subsection 2.10(d) with respect to the making of Revolving Loans, or the\npurchases of participations, shall be promptly delivered by the Agent to the\nBorrower.  Each Bank's obligation in accordance with this Agreement to make\nthe Revolving Loans, or purchase the participations, as contemplated by this\nsubsection 2.10(d), shall be absolute and unconditional and shall not be\naffected by any circumstance, including (1) any set-off, counterclaim,\nrecoupment, defense or other right which such Bank may have against the\nSwingline Bank, the Borrower or any other Person for any reason whatsoever;\n(2) the occurrence or continuance of a Default, an Event of Default or a\nMaterial Adverse Effect; or (3) any other circumstance, happening or event\nwhatsoever, whether or not similar to any of the foregoing.\n\n    2.11   Fees. (a)  Commitment Fees.  In addition to certain fees\ndescribed in Section 3.8, the Borrower agrees to pay to the Agent for the\nratable account of each Bank a commitment fee on the average daily unused\nportion of such Bank's Commitment, computed on a quarterly basis in arrears\non the last Business Day of each calendar quarter based upon the daily\nutilization for that quarter as calculated by the Agent, equal to the amount\nset forth in the next paragraph.  For purposes of calculation of such unused\nportion of a Bank's Commitment, (i) the making of any Swingline Loans shall\nnot be considered a use of a portion of the Swingline Bank's Commitment, and\n\n                                      28\n\n(ii) each Bank's Commitment shall be considered used on any date to the\nextent of its participation on such date in any Letter of Credit and any L\/C\nAdvance made by it (exclusive of any Swingline Loans).\n\n           Such commitment fee shall accrue from the Closing Date to the\nRevolving Termination Date and shall be due and payable quarterly in arrears\non (A) the last Business Day of the period ending on June 30, 1997, (B) on\nthe last Business Day of each calendar quarter commencing after June 30, 1997\nand (C) on the Revolving Termination Date; provided that, in connection with\nany reduction or termination of Commitments under Section 2.5 or Section 2.7,\nthe accrued commitment fee calculated for the period ending on such date\nshall also be paid on the date of such reduction or termination.  The\ncommitment fees provided in this subsection shall accrue at all times after\nthe above-mentioned commencement date, including at any time during which one\nor more conditions in Article V are not met.\n\n           For the period from the Closing Date through the Business Day\nwhen the Agent receives the Borrower's Compliance Certificate for the fiscal\nperiod ending March 28, 1997, the Applicable Fee Amount will be 0.200%.\nThereafter, the Applicable Fee Amount will be determined by the Agent from\ntime to time in accordance with the pricing grid set forth in Schedule\n2.11(a) based on the most recent Compliance Certificate of the Borrower\ndelivered by the Borrower pursuant hereto.  Such determination shall be based\non the calculations of the Borrower's EBITDA (on a rolling four-quarter\nbasis) and Consolidated Total Liabilities to Consolidated Tangible Net Worth\nset forth in such Compliance Certificate of the Borrower and shall apply from\nthe first Business Day after the Agent receives such Compliance Certificate\nuntil and through the Business Day when the Agent receives the applicable\nCompliance Certificate for the next fiscal quarter as provided herein.\n\n         (b)    Arrangement Fee.  The Borrower will pay the Agent and\nArranger such other fees as are set forth in that certain fee letter dated\nMarch 7, 1997.\n\n    2.12   Computation of Fees and Interest.  (a)  All computations of\ninterest for Base Rate Loans when the Base Rate is determined by BofA's\n\"reference rate\" shall be made on the basis of a year of 365 or 366 days, as\nthe case may be, and actual days elapsed.  All other computations of fees and\ninterest shall be made on the basis of a 360-day year and actual days elapsed\n(which results in more interest being paid than if computed on the basis of a\n365-day year).  Interest and fees shall accrue during each period during\nwhich interest or such fees are computed from the first day thereof to the\nlast day thereof.\n\n         (b)    Each determination of an interest rate by the Agent shall be\nconclusive and binding on the Borrower and the Banks in the absence of\nmanifest error.\n\n    2.13   Payments by the Borrower.  (a)  All payments to be made by the\nBorrower shall be made without set-off, recoupment or counterclaim.  Except\nas otherwise expressly provided herein, all payments by the Borrower shall be\nmade to the\n\n                                      29\n\nAgent for the account of the Banks at the Agent's Payment Office, and shall\nbe made in Dollars and in immediately available funds, no later than\n10:30 a.m. (San Francisco time) on the date specified herein.  The Agent will\npromptly distribute to each Bank its Pro Rata Share (or other applicable\nshare as expressly provided herein) of such payment in like funds as\nreceived.  Any payment received by the Agent later than 10:30 a.m. (San\nFrancisco time) shall be deemed to have been received on the following\nBusiness Day and any applicable interest or fee shall continue to accrue.\n\n         (b)    Subject to the provisions set forth in the definition of\n\"Interest Period\" herein, whenever any payment is due on a day other than a\nBusiness Day, such payment shall be made on the following Business Day, and\nsuch extension of time shall in such case be included in the computation of\ninterest or fees, as the case may be.\n\n         (c)    Unless the Agent receives notice from the Borrower prior to\nthe date on which any payment is due to the Banks that the Borrower will not\nmake such payment in full as and when required, the Agent may assume that the\nBorrower has made such payment in full to the Agent on such date in\nimmediately available funds and the Agent may (but shall not be so required),\nin reliance upon such assumption, distribute to each Bank on such due date an\namount equal to the amount then due such Bank.  If and to the extent the\nBorrower has not made such payment in full to the Agent, each Bank shall\nrepay to the Agent on demand such amount distributed to such Bank, together\nwith interest thereon at the Federal Funds Rate for each day from the date\nsuch amount is distributed to such Bank until the date repaid.\n\n    2.14   Payments by the Banks to the Agent.  (a) Unless the Agent\nreceives notice from a Bank on or prior to the Closing Date or, with respect\nto any Borrowing after the Closing Date, at least one Business Day prior to\nthe date of such Borrowing, that such Bank will not make available as and\nwhen required hereunder to the Agent for the account of the Borrower the\namount of that Bank's Pro Rata Share of the Borrowing, the Agent may assume\nthat each Bank has made such amount available to the Agent in immediately\navailable funds on the Borrowing Date and the Agent may (but shall not be so\nrequired), in reliance upon such assumption, make available to the Borrower\non such date a corresponding amount.  If and to the extent any Bank shall not\nhave made its full amount available to the Agent in immediately available\nfunds and the Agent in such circumstances has made available to the Borrower\nsuch amount, that Bank shall on the Business Day following such Borrowing\nDate make such amount available to the Agent, together with interest at the\nFederal Funds Rate for each day during such period.  A notice of the Agent\nsubmitted to any Bank with respect to amounts owing under this subsection (a)\nshall be conclusive, absent manifest error.  If such amount is so made\navailable, such payment to the Agent shall constitute such Bank's Loan on the\ndate of Borrowing for all purposes of this Agreement.  If such amount is not\nmade available to the Agent on the Business Day following the Borrowing Date,\nthe Agent will notify the Borrower of such failure to fund and, upon demand\nby the Agent, the Borrower shall pay such amount to the Agent for the Agent's\naccount, together with interest thereon for each day elapsed since the date\nof such Borrowing, at a rate per annum equal to the interest rate applicable\nat the time to the Loans comprising such Borrowing.\n\n                                      30\n\n         (b)    The failure of any Bank to make any Loan on any Borrowing\nDate shall not relieve any other Bank of any obligation hereunder to make a\nLoan on such Borrowing Date, but no Bank shall be responsible for the failure\nof any other Bank to make the Loan to be made by such other Bank on any\nBorrowing Date.\n\n    2.15   Sharing of Payments, Etc. If, other than as expressly provided\nelsewhere herein, any Bank shall obtain on account of the Loans made by it\nany payment (whether voluntary, involuntary, through the exercise of any\nright of set-off, or otherwise) in excess of its ratable share (or other\nshare contemplated hereunder), such Bank shall immediately (a) notify the\nAgent of such fact, and (b) purchase from the other Banks such participations\nin the Loans made by them as shall be necessary to cause such purchasing Bank\nto share the excess payment pro rata with each of them; provided, however,\nthat if all or any portion of such excess payment is thereafter recovered\nfrom the purchasing Bank, such purchase shall to that extent be rescinded and\neach other Bank shall repay to the purchasing Bank the purchase price paid\ntherefor, together with an amount equal to such paying Bank's ratable share\n(according to the proportion of (i) the amount of such paying Bank's required\nrepayment to (ii) the total amount so recovered from the purchasing Bank) of\nany interest or other amount paid or payable by the purchasing Bank in\nrespect of the total amount so recovered.  The Borrower agrees that any Bank\nso purchasing a participation from another Bank may, to the fullest extent\npermitted by law, exercise all its rights of payment (including the right of\nset-off, but subject to Section 11.10) with respect to such participation as\nfully as if such Bank were the direct creditor of each the Borrower in the\namount of such participation.  The Agent will keep records (which shall be\nconclusive and binding in the absence of manifest error) of participations\npurchased under this Section and will in each case notify the Banks following\nany such purchases or repayments.\n\n\n                                  ARTICLE III\n\n                            THE LETTERS OF CREDIT\n                            ---------------------\n\n    3.1    The Letter of Credit Subfacility.  (a)  On the terms and\nconditions set forth herein (i) the Issuing Bank agrees, (A) from time to\ntime on any Business Day during the period from the Closing Date to the\nRevolving Termination Date to issue Letters of Credit for the account of the\nBorrower, and to amend or renew Letters of Credit previously issued by it, in\naccordance with subsections 3.2(c) and 3.2(d), and (B) to honor drafts under\nthe Letters of Credit; and (ii) the Banks severally agree to participate in\nLetters of Credit Issued for the account of the Borrower; provided, that the\nIssuing Bank shall not Issue, and no Bank shall be obligated to participate\nin, any Letter of Credit if as of the date of Issuance of such Letter of\nCredit (the \"Issuance Date\") (1) the Effective Amount of all L\/C Obligations\nplus the Effective Amount of all Revolving Loans plus the Effective Amount of\nall Swingline Loans exceeds the combined Commitments, (2) the participation\nof any Bank in the Effective Amount of all L\/C Obligations plus the Effective\nAmount of the Revolving Loans plus the Effective Amount of all Swingline\nLoans of such Bank exceeds such Bank's Commitment, or (3)the\n\n                                      31\n\nEffective Amount of L\/C Obligations exceeds the L\/C Commitment.  Within the\nforegoing limits, and subject to the other terms and conditions hereof, the\nBorrower's ability to obtain Letters of Credit shall be fully revolving, and,\naccordingly, the Borrower may, during the foregoing period, obtain Letters of\nCredit to replace Letters of Credit which have expired or which have been\ndrawn upon and reimbursed.\n\n         (b)    The Issuing Bank shall not Issue any Letter of Credit if:\n\n                (i)    any order, judgment or decree of any Governmental\n     Authority or arbitrator shall by its terms purport to enjoin or restrain\n     the Issuing Bank from Issuing such Letter of Credit, or any Requirement\n     of Law applicable to the Issuing Bank or any request or directive\n     (whether or not having the force of law) from any Governmental Authority\n     with jurisdiction over the Issuing Bank shall prohibit, or request that\n     the Issuing Bank refrain from, the Issuance of letters of credit\n     generally or such Letter of Credit in particular or shall impose upon\n     the Issuing Bank with respect to such Letter of Credit any restriction,\n     reserve or capital requirement (for which the Issuing Bank is not\n     otherwise compensated hereunder) not in effect on the Closing Date, or\n     shall otherwise impose upon the Issuing Bank any unreimbursed loss, cost\n     or expense which was not applicable on the Closing Date and which the\n     Issuing Bank in good faith deems material to it;\n\n                (ii)   the Issuing Bank has received written notice from any\n     Bank (and the Required Banks concur with the determination of such Bank)\n     or the Agent, on or prior to the Business Day prior to the requested\n     date of Issuance of such Letter of Credit, that no further Letters of\n     Credit are to be issued due to a continuing failure to meet one or more\n     of the applicable conditions contained in Article V and such notice has\n     not expired or been withdrawn by the applicable Bank and\/or the Agent;\n\n                (iii)  the expiry date of any requested Letter of Credit is\n     more than 360 days after the Revolving Termination Date, unless all of\n     the Banks have approved such expiry date in writing;\n\n                (iv)   any requested Letter of Credit does not provide for\n     drafts, or is not otherwise in form and substance reasonably acceptable\n     to the Issuing Bank, or the Issuance of a Letter of Credit shall violate\n     any applicable policies of the Issuing Bank for extensions of credit; or\n\n                (v)    such Letter of Credit is in a face amount less than\n     $50,000 or to be denominated in a currency other than Dollars.\n\n    3.2    Issuance, Amendment and Renewal of Letters of Credit.  (a)  Each\nLetter of Credit shall be issued upon the irrevocable written request of the\nBorrower received by the Issuing Bank (with a copy sent by the Borrower to\nthe Agent) at least three Business Days (or such shorter time as the Issuing\nBank may agree in a particular\n\n                                      32\n\ninstance in its sole discretion) prior to the proposed date of issuance.\nEach such request for issuance of a Letter of Credit shall be by facsimile,\nconfirmed immediately by an original writing in the mail, in the form of an\nL\/C Application, and shall specify in form and detail satisfactory to the\nIssuing Bank: (i) the proposed date of issuance of the Letter of Credit\n(which shall be a Business Day); (ii) the face amount of the Letter of\nCredit; (iii) the expiry date of the Letter of Credit; (iv) the name and\naddress of the beneficiary thereof (which beneficiary may be a Bank or an\nAffiliate of a Bank); (v) the documents to be presented by the beneficiary of\nthe Letter of Credit in case of any drawing thereunder; (vi) the full text of\nany certificate to be presented by the beneficiary in case of any drawing\nthereunder; (vii) if such Letter of Credit will be a standby or commercial\ndocumentary Letter of Credit; and (viii) such other matters as the Issuing\nBank may require.\n\n         (b)    At least two Business Days prior to the Issuance of any\nLetter of Credit, the Issuing Bank will confirm with the Agent (by telephone\nor in writing) that the Agent has received a copy of the L\/C Application or\nL\/C Amendment Application from the Borrower and, if not, the Issuing Bank\nwill provide the Agent with a copy thereof.  Unless the Issuing Bank has\nreceived notice on or before the Business Day immediately preceding the date\nthe Issuing Bank is to issue a requested Letter of Credit from the Agent (A)\ndirecting the Issuing Bank not to issue such Letter of Credit because such\nissuance is not then permitted under subsection 3.1(a) as a result of the\nlimitations set forth in clauses (1) through (3) thereof or subsection\n3.1(b)(ii); or (B) that one or more conditions specified in Article V are not\nthen satisfied; then, subject to the terms and conditions hereof, the Issuing\nBank shall, on the requested date, issue a Letter of Credit for the account\nof the Borrower in accordance with the Issuing Bank's usual and customary\nbusiness practices.\n\n         (c)    From time to time while a Letter of Credit is outstanding\nand prior to the Revolving Termination Date, the Issuing Bank will, upon the\nwritten request of the Borrower received by the Issuing Bank (with a copy\nsent by the Borrower to the Agent) at least two Business Days (or such\nshorter time as the Issuing Bank may agree in a particular instance in its\nsole discretion) prior to the proposed date of amendment, amend any Letter of\nCredit issued by it.  Each such request for amendment of a Letter of Credit\nshall be made by facsimile, confirmed immediately in an original writing,\nmade in the form of an L\/C Amendment Application and shall specify in form\nand detail satisfactory to the Issuing Bank:  (i) the Letter of Credit to be\namended; (ii) the proposed date of amendment of the Letter of Credit (which\nshall be a Business Day); (iii) the nature of the proposed amendment; and\n(iv) such other matters as the Issuing Bank may require.  The Issuing Bank\nshall not amend any Letter of Credit if:  (A) the Issuing Bank would have no\nobligation at such time to issue such Letter of Credit in its amended form\nunder the terms of this Agreement; or (B) the beneficiary of any such Letter\nof Credit does not accept the proposed amendment to the Letter of Credit.\nThe Agent will promptly notify the Banks of the receipt by it of any L\/C\nApplication or L\/C Amendment Application.\n\n                                      33\n\n         (d)    The Issuing Bank and the Banks agree that, while a Letter of\nCredit is outstanding and prior to the Revolving Termination Date, at the\noption and upon the written request of the Borrower received by the Issuing\nBank (with a copy sent by the Borrower to the Agent) at least two Business\nDays (or such shorter time as the Issuing Bank may agree in a particular\ninstance in its sole discretion) prior to the proposed date of notification\nof renewal, the Issuing Bank shall be entitled to authorize the automatic\nrenewal of any Letter of Credit issued by it.  Each such request for renewal\nof a Letter of Credit shall be made by facsimile, confirmed immediately in an\noriginal writing, in the form of an L\/C Amendment Application, and shall\nspecify in form and detail satisfactory to the Issuing Bank: (i) the Letter\nof Credit to be renewed; (ii) the proposed date of notification of renewal of\nthe Letter of Credit (which shall be a Business Day); (iii) the revised\nexpiry date of the Letter of Credit; and (iv) such other matters as the\nIssuing Bank may require.  The Issuing Bank shall not renew any Letter of\nCredit if: (A) the Issuing Bank would have no obligation at such time to\nissue or amend such Letter of Credit in its renewed form under the terms of\nthis Agreement; or (B) the beneficiary of any such Letter of Credit does not\naccept the proposed renewal of the Letter of Credit.\n\n           If any outstanding Letter of Credit for the account of the\nBorrower shall provide that it shall be automatically renewed unless the\nbeneficiary thereof receives notice from the Issuing Bank that such Letter of\nCredit shall not be renewed, and if at the time of renewal the Issuing Bank\nwould be entitled to authorize the automatic renewal of such Letter of Credit\nin accordance with this subsection 3.2(d) upon the request of the Borrower\nbut the Issuing Bank shall not have received any L\/C Amendment Application\nfrom the Borrower with respect to such renewal or other written direction by\nthe Borrower with respect thereto, the Issuing Bank shall nonetheless be\npermitted to allow such Letter of Credit to renew, and, notwithstanding\nanything in this Agreement to the contrary, the Borrower and the Banks hereby\nauthorize such renewal and, accordingly, the Issuing Bank shall be deemed to\nhave received an L\/C Amendment Application from the Borrower requesting such\nrenewal; provided, however, that the aggregate principal amount of all such\nautomatically renewable Letters of Credit shall not exceed $3,000,000, which\namount shall be a sublimit within the L\/C Commitment.\n\n         (e)    This Agreement shall control in the event of any conflict\nwith any L\/C-Related Document (other than any Letter of Credit).\n\n         (f)    The Issuing Bank will also deliver to the Agent,\nconcurrently or promptly following its delivery of a Letter of Credit, or\namendment to or renewal of a Letter of Credit, to an advising bank or a\nbeneficiary, a true and complete copy of each such Letter of Credit or\namendment to or renewal of a Letter of Credit.\n\n    3.3    Existing BofA Letters of Credit; Risk Participations, Drawings\nand Reimbursements.  (a) On and after the Closing Date, the Existing BofA\nLetters of Credit shall be deemed for all purposes, including for purposes of\nthe fees to be collected pursuant to subsections 3.8(a) and 3.8(b), and\nreimbursement of costs and\n\n                                      34\n\nexpenses to the extent provided herein, Letters of Credit outstanding under\nthis Agreement and entitled to the benefits of this Agreement and the other\nLoan Documents, and shall be governed by the applications and agreements\npertaining thereto and by this Agreement.  Each Bank shall be deemed to, and\nhereby irrevocably and unconditionally agrees to, purchase from the Issuing\nBank on the Closing Date a participation in each such Letter of Credit and\neach drawing thereunder in an amount equal to the product of (i) such Bank's\nPro Rata Share times (ii) the maximum amount available to be drawn under such\nLetter of Credit and the amount of such drawing, respectively.  For purposes\nof Section 2.1 and subsection 2.11(a), the Existing BofA Letters of Credit\nshall be deemed to utilize pro rata the Commitment of each Bank.\n\n         (b)    Immediately upon the Issuance of each Letter of Credit in\naddition to those described in subsection 3.3(a), each Bank shall be deemed\nto, and hereby irrevocably and unconditionally agrees to, purchase from the\nIssuing Bank a participation in such Letter of Credit and each drawing\nthereunder in an amount equal to the product of (i) the Pro Rata Share of\nsuch Bank, times (ii) the maximum amount available to be drawn under such\nLetter of Credit and the amount of such drawing, respectively.  For purposes\nof Section 2.1, each Issuance of a Letter of Credit shall be deemed to\nutilize the Commitment of each Bank by an amount equal to the amount of such\nparticipation.\n\n         (c)    In the event of any request for a drawing under a Letter of\nCredit by the beneficiary or transferee thereof, the Issuing Bank will\npromptly notify the Borrower.  The Borrower shall reimburse the Issuing Bank\nin Dollars in same day funds (i) by no later than 3:30 p.m. (San Francisco\ntime) on each Honor Date if the Issuing Bank notifies the Borrower of a\nrequest for a drawing prior to 11:00 a.m. (San Francisco time) on such Honor\nDate and (ii) by no later than 11:00 a.m. (San Francisco time) on the day\nimmediately following each Honor Date if the Issuing Bank notifies the\nBorrower of a request for drawing after 11:00 a.m. (San Francisco time) on\nsuch Honor Date, in an amount equal to the amount so paid by the Issuing\nBank.\n\n           In the event that the Issuing Bank notifies the Borrower before\n11:00 a.m. (San Francisco time) on the Honor Date and the Borrower fails to\nreimburse the Issuing Bank for the full amount of any drawing under any\nLetter of Credit by 3:30 p.m. (San Francisco time) on the Honor Date, the\nIssuing Bank will promptly notify the Agent, and the Borrower shall be deemed\nto have requested that Base Rate Loans be made by the Banks to be disbursed\non the Honor Date under such Letter of Credit, subject to the amount of the\nunutilized portion of the Revolving Commitment and subject to the conditions\nset forth in Section 5.2.  In the event that the Borrower receives notice\nfrom the Issuing Bank after 11:00 a.m. (San Francisco time) and does not\nreimburse by 11:00 a.m. (San Francisco time) the day immediately following,\nthe Issuing Bank will promptly notify the Agent, and the Borrower shall be\ndeemed to have requested that Base Rate Loans be made by the Banks as of the\nHonor Date under such Letter of Credit, subject to the amount of the\nunutilized portion of the Revolving Commitment and subject to the conditions\nset forth in Section 5.2.  The Agent shall\n\n                                      35\n\npromptly notify the Banks of the occurrence of such a Base Rate Loan and the\nBanks shall thereupon advance their Pro Rata Shares of such Base Rate Loan.\n\n           Any notice given by the Issuing Bank or the Agent pursuant to\nthis subsection 3.3(c) may be oral if immediately confirmed in writing\n(including by facsimile); provided that the lack of such an immediate\nconfirmation shall not affect the conclusiveness or binding effect of such\nnotice.\n\n         (d)    Each Bank shall upon any notice pursuant to subsection\n3.3(c) make available to the Agent for the account of the relevant Issuing\nBank an amount in Dollars and in immediately available funds equal to its Pro\nRata Share of the amount of the drawing, and the participating Banks shall\n(subject to subsection 3.3(e)) each be deemed to have made a Revolving Loan\nconsisting of a Base Rate Loan to the Borrower in that amount.  Interest\nshall accrue on each Bank's obligation to participate in any Base Rate Loan\ndeemed disbursed pursuant to Section 3.3(c) from the Honor Date to the date\nsuch Bank makes payment pursuant to this Section 3.3(d), at a rate per annum\nequal to the Federal Funds Rate in effect from time to time during such\nperiod.  For the avoidance of doubt, any Base Rate Loan deemed disbursed\nunder Section 3.3(c) shall for all purposes, including the obligation of the\nBanks to participate in such Base Rate Loan, be deemed made as of the Honor\ndate and not the date of notice of the Agent.\n\n         (e)    With respect to any unreimbursed drawing that is not\nconverted into Revolving Loans consisting of Base Rate Loans to the Borrower\nin whole or in part, because of the Borrower's failure to satisfy the\nconditions set forth in Section 5.2 or for any other reason, the Borrower\nshall be deemed to have incurred from the Issuing Bank an L\/C Borrowing in\nthe amount of such drawing, which L\/C Borrowing shall be due and payable on\ndemand (together with interest) and shall bear interest at a rate per annum\nequal to the Base Rate plus 2% per annum, and each Bank's payment to the\nIssuing Bank pursuant to subsection 3.3(d) shall be deemed payment in respect\nof its participation in such L\/C Borrowing and shall constitute an L\/C\nAdvance from such Bank in satisfaction of its participation obligation under\nthis Section 3.3.\n\n         (f)    Each Bank's obligation in accordance with this Agreement to\nmake the Revolving Loans or L\/C Advances, as contemplated by this\nSection 3.3, as a result of a drawing under a Letter of Credit, shall be\nabsolute and unconditional and without recourse to the Issuing Bank and shall\nnot be affected by any circumstance, including (i) any set-off, counterclaim,\nrecoupment, defense or other right which such Bank may have against the\nIssuing Bank, the Borrower or any other Person for any reason whatsoever;\n(ii) the occurrence or continuance of a Default, an Event of Default or a\nMaterial Adverse Effect; or (iii) any other circumstance, happening or event\nwhatsoever, whether or not similar to any of the foregoing; provided,\nhowever, that each Bank's obligation to make Revolving Loans under this\nSection 3.3 is subject to the conditions set forth in Section 5.2.\n\n    3.4    Repayment of Participations.  (a) Upon (and only upon) receipt by\nthe Agent for the account of the Issuing Bank of immediately available funds\nfrom the\n\n                                      36\n\nBorrower (i) in reimbursement of any payment made by the Issuing Bank under\nthe Letter of Credit with respect to which any Bank has paid the Agent for\nthe account of the Issuing Bank for such Bank's participation in the Letter\nof Credit pursuant to Section 3.3 or (ii) in payment of interest thereon, the\nAgent will pay to each Bank, in the same funds as those received by the Agent\nfor the account of the Issuing Bank, the amount of such Bank's Pro Rata Share\nof such funds, and the Issuing Bank shall receive the amount of the Pro Rata\nShare of such funds of any Bank that did not so pay the Agent for the account\nof the Issuing Bank.\n\n         (b)    If the Agent or the Issuing Bank is required at any time to\nreturn to the Borrower, or to a trustee, receiver, liquidator, custodian, or\nany official in any Insolvency Proceeding, any portion of the payments made\nby the Borrower to the Agent for the account of the Issuing Bank pursuant to\nsubsection 3.4(a) in reimbursement of a payment made under the Letter of\nCredit or interest or fee thereon, each Bank shall, on demand of the Agent,\nforthwith return to the Agent or the Issuing Bank the amount of its Pro Rata\nShare of any amounts so returned by the Agent or the Issuing Bank plus\ninterest thereon from the date such demand is made to the date such amounts\nare returned by such Bank to the Agent or the Issuing Bank, at a rate per\nannum equal to the Federal Funds Rate in effect from time to time.\n\n    3.5    Role of the Issuing Bank.  (a) Each Bank and the Borrower agrees\nthat, in paying any drawing under a Letter of Credit, the Issuing Bank shall\nnot have any responsibility to obtain any document (other than any sight\ndraft, certificates or other documents expressly required by the Letter of\nCredit) or to ascertain or inquire as to the validity or accuracy of any such\ndocument or the authority of the Person executing or delivering any such\ndocument.\n\n         (b)    No Agent-Related Person nor any of the respective\ncorrespondents, participants or assignees of the Issuing Bank shall be liable\nto any Bank for:  (i) any action taken or omitted in connection herewith at\nthe request or with the approval of the Banks (including the Required Banks,\nas applicable); (ii) any action taken or omitted in the absence of gross\nnegligence or willful misconduct; or (iii) the due execution, effectiveness,\nvalidity or enforceability of any L\/C-Related Document.\n\n         (c)    The Borrower hereby assumes all risks of the acts or\nomissions of any beneficiary or transferee with respect to its use of any\nLetter of Credit; provided, however, that this assumption is not intended to,\nand shall not, preclude the Borrower pursuing such rights and remedies as it\nmay have against the beneficiary or transferee at law or under any other\nagreement.  No Agent-Related Person, nor any of the respective\ncorrespondents, participants or assignees of the Issuing Bank, shall be\nliable or responsible for any of the matters described in clauses (i) through\n(vii) of Section 3.6; provided, however, anything in such clauses to the\ncontrary notwithstanding, that the Borrower may have a claim against the\nIssuing Bank, and the Issuing Bank may be liable to the Borrower, to the\nextent, but only to the extent, of any direct, as opposed to consequential or\nexemplary, damages suffered by the Borrower which the Borrower proves were\ncaused by the Issuing Bank's willful misconduct or gross negligence or the\n\n                                      37\n\nIssuing Bank's willful failure to pay under any Letter of Credit after the\npresentation to it by the beneficiary of a sight draft and certificate(s)\nstrictly complying with the terms and conditions of a Letter of Credit.  In\nfurtherance and not in limitation of the foregoing: (i) the Issuing Bank may\naccept documents that appear on their face to be in order, without\nresponsibility for further investigation, regardless of any notice or\ninformation to the contrary; and (ii) the Issuing Bank shall not be\nresponsible for the validity or sufficiency of any instrument transferring or\nassigning or purporting to transfer or assign a Letter of Credit or the\nrights or benefits thereunder or proceeds thereof, in whole or in part, which\nmay prove to be invalid or ineffective for any reason.\n\n    3.6    Obligations Absolute.  The obligations of the Borrower under this\nAgreement and any L\/C-Related Document to reimburse the Issuing Bank for a\ndrawing under a Letter of Credit, and to repay any L\/C Borrowing and any\ndrawing under a Letter of Credit converted into Revolving Loans, shall be\nunconditional and irrevocable, and shall be paid strictly in accordance with\nthe terms of this Agreement and each such other L\/C-Related Document under\nall circumstances, including the following:\n\n                (i)    any lack of validity or enforceability of this\n     Agreement or any L\/C-Related Document;\n\n                (ii)   any change in the time, manner or place of payment\n     of, or in any other term of, all or any of the obligations of the\n     Borrower in respect of any Letter of Credit or any other amendment or\n     waiver of or any consent to departure from all or any of the L\/C-Related\n     Documents;\n\n                (iii)  the existence of any claim, set-off, defense or other\n     right that the Borrower may have at any time against any beneficiary or\n     any transferee of any Letter of Credit (or any Person for whom any such\n     beneficiary or any such transferee may be acting), the Issuing Bank or\n     any other Person, whether in connection with this Agreement, the\n     transactions contemplated hereby or by the L\/C-Related Documents or any\n     unrelated transaction;\n\n                (iv)   any draft, demand, certificate or other document\n     presented under any Letter of Credit proving to be forged, fraudulent,\n     invalid or insufficient in any respect or any statement therein being\n     untrue or inaccurate in any respect; or any loss or delay in the\n     transmission or otherwise of any document required in order to make a\n     drawing under any Letter of Credit;\n\n                (v)    any payment by the Issuing Bank under any Letter of\n     Credit against presentation of a draft or certificate that does not\n     strictly comply with the terms of any Letter of Credit; or any payment\n     made by the Issuing Bank under any Letter of Credit to any Person\n     purporting to be a trustee in bankruptcy, debtor-in-possession, assignee\n     for the benefit of creditors, liquidator, receiver or other\n     representative of or successor to any beneficiary or any transferee of\n     any Letter of Credit, including any arising in connection with any\n     Insolvency Proceeding;\n\n                                      38\n\n                (vi)   any exchange, release or non-perfection of any\n     collateral, or any release or amendment or waiver of or consent to\n     departure from any other guarantee, for all or any of the obligations of\n     the Borrower in respect of any Letter of Credit; or\n\n                (vii)  any other circumstance or happening whatsoever,\n     whether or not similar to any of the foregoing, including any other\n     circumstance that might otherwise constitute a defense available to, or\n     a discharge of, the Borrower or a guarantor;\n\nprovided, that, notwithstanding the foregoing, the Issuing Bank shall not be\nrelieved of any liability it may otherwise have as a result of its gross\nnegligence or willful misconduct.\n\n    3.7    Cash Collateral Pledge.  (i)(A) Upon the request of the Agent, if\nthe Issuing Bank has honored any full or partial drawing request on any\nLetter of Credit and such drawing has resulted in an L\/C Borrowing hereunder,\nor (B) unless otherwise consented to by the Banks, if, as of the Revolving\nTermination Date, any Letter of Credit may for any reason remain outstanding\nand partially or wholly undrawn, or (ii) the occurrence of the circumstances\ndescribed in Section 2.7 requiring the Borrower to Cash Collateralize Letters\nof Credit, then, the Borrower shall immediately Cash Collateralize the\nObligations in an amount equal to such L\/C Obligations.  The Borrower hereby\ngrants the Agent, for the benefit of the Agent, the Issuing Bank, the\nSwingline Bank and the Banks, a security interest in all such cash and\ndeposit account balances.  Cash Collateral shall be maintained by the Agent\nin blocked, interest bearing deposit accounts at BofA.  After the Revolving\nTermination Date the Issuing Bank may exercise a right of set off with\nrespect to any such Cash Collateral deposits it holds and may use such funds\nto satisfy drawings under Letters of Credit.  Unless otherwise agreed to by\nthe Banks, all such Cash Collateral (inclusive of accrued interest thereon)\nshall be returned to the Borrower only when the L\/C Commitment has\nterminated, all Letters of Credit have been cancelled and no L\/C Obligations\nare outstanding.\n\n    3.8    Letter of Credit Fees.  (a) The Borrower agrees to pay to the\nAgent for the benefit of the Banks Letter of Credit fees.  The Letter of\nCredit fee shall be equal to (i) the rate per annum determined as being the\nApplicable Margin for Offshore Rate Loans from time to time multiplied by\n(ii) the average daily maximum amount available to be drawn of the\noutstanding Letters of Credit.  The Letter of Credit fees shall be payable\nquarterly in arrears on the last Business Day of each calendar quarter, on\nthe Revolving Termination Date, and on the date when the last Letter of\nCredit expires.\n\n         (b)    The Borrower agrees to pay to the Agent for the benefit of\nthe Banks an issuance fee for each commercial documentary Letter of Credit\nIssued hereunder equal to the greater of (i) $250 and (ii) 0.125% of the face\namount of such commercial documentary Letter of Credit, payable on the date\nof Issuance of each such commercial documentary Letter of Credit.\n\n                                      39\n\n         (c)    The Borrower shall pay to the Issuing Bank, for its account,\nquarterly in arrears on the last Business Day of each calendar quarter, on\nthe Revolving Termination Date and on the date when the last Letter of Credit\nexpires, a letter of credit fronting fee for each Letter of Credit Issued by\nthe Issuing Bank equal to .075% per annum of the average daily maximum amount\navailable to be drawn of the outstanding Letters of Credit.\n\n         (d)    The Borrower shall pay to the Issuing Bank from time to time\non demand the normal issuance, presentation, amendment and other processing\nfees, and other standard costs and charges, of the Issuing Bank relating to\nletters of credit as from time to time in effect.\n\n    3.9    Uniform Customs and Practice.  The Uniform Customs and Practice\nfor Documentary Credits as published by the International Chamber of Commerce\nmost recently at the time of issuance of any Letter of Credit shall (unless\notherwise expressly provided in the Letters of Credit) apply to the Letters\nof Credit.\n\n\n                                  ARTICLE IV\n\n                   TAXES, YIELD PROTECTION AND ILLEGALITY\n                   --------------------------------------\n\n    4.1    Taxes. (a)  Any and all payments by the Borrower to each Bank or\nthe Agent under this Agreement and any other Loan Document shall be made free\nand clear of, and without deduction or withholding for, any Taxes.  In\naddition, the Borrower shall pay all Taxes.\n\n         (b)    If the Borrower shall be required by law to deduct or\nwithhold any Taxes from or in respect of any sum payable hereunder to any\nBank or the Agent, then:\n\n                (i)    the sum payable shall be increased as necessary so\n     that, after making all required deductions and withholdings (including\n     deductions and withholdings applicable to additional sums payable under\n     this Section), such Bank or the Agent, as the case may be, receives and\n     retains an amount equal to the sum it would have received and retained\n     had no such deductions or withholdings been made;\n\n                (ii)   the Borrower shall make such deductions and\n     withholdings; and\n\n                (iii)  the Borrower shall pay the full amount deducted or\n     withheld to the relevant taxing authority or other authority in\n     accordance with applicable law.\n\n                                      40\n\n         (c)    The Borrower agrees to indemnify and hold harmless each Bank\nfor the full amount of Taxes in the amount (without duplication of other\namounts paid pursuant to this Section 4.1) that the respective Bank specifies\nas necessary to preserve the after-tax yield (which after tax yield is\nintended to compensate each Bank for Taxes deducted or withheld pursuant to\nthis Section 4.1 and additional Taxes imposed on amounts payable pursuant to\nthis Section 4.1) the Bank would have received if such Taxes had not been\nimposed, and any liability (including penalties, interest, and expenses)\narising therefrom or with respect thereto, whether or not such Taxes were\ncorrectly or legally asserted.  Payment under this indemnification shall be\nmade within 30 days after the date the Bank or the Agent makes written demand\ntherefor, which demand shall specify in reasonable detail the basis for such\ndemand.\n\n         (d)    Within 30 days after the date of any payment by the Borrower\nof Taxes, the Borrower shall furnish to such Bank or the Agent the original\nor a certified copy of a receipt evidencing payment thereof, or other\nevidence of payment satisfactory to such Bank or the Agent.\n\n         (e)    Without affecting its rights under this Section 4.1 or any\nprovision of this Agreement, the Agent, each Bank, the Swingline Bank and the\nIssuing Bank agree that if any Taxes are imposed and required by law to be\npaid or to be withheld from any amount payable to such Bank or its Lending\nOffice, the Swingline Bank or the Issuing Bank, as the case may be, with\nrespect to which the Borrower would be obligated pursuant to this Section 4.1\nto increase any amounts payable to such Bank, the Swingline Bank or the\nIssuing Bank, as the case may be, or to pay any such Taxes, such Bank shall\nuse reasonable efforts to select an alternative Lending Office, the Swingline\nBank shall use reasonable efforts to select an alternative office for\npurposes of making and receiving payments in respect of Swingline Advances,\nand the Issuing Bank shall use reasonable efforts to select an alternative\noffice for purposes of issuing and receiving payments in respect of Letters\nof Credit, as the case may be, which would not result in the imposition of\nsuch Taxes; provided, however, that none of the Agent, the Banks, the\nSwingline Bank or the Issuing Bank shall be obligated to select any such\nalternative office if such Bank, the Swingline Bank or the Issuing Bank, as\nthe case may be, determines that (i) as a result of such selection it would\nbe in violation of an applicable law, regulation, or treaty, or would incur\nadditional costs or expenses or (ii) such selection would be inadvisable for\nregulatory reasons or inconsistent with the interests of such Bank, the\nSwingline Bank or the Issuing Bank, as the case may be.\n\n         (f)    So long as no Default or Event of Default shall have\noccurred and be continuing, the Borrower may, within the 30 day period\ncommencing on the day that the Borrower receives a demand for the payment of\nTaxes from any Bank pursuant to this Section 4.1, demand that the Bank making\nsuch demand be replaced with a Person that is an Eligible Assignee selected\nby the Borrower and subject to consent by the Agent.  Upon any such demand by\nthe Borrower, if the Agent shall have consented to the Eligible Assignee\nselected by the Borrower (provided that should such Eligible Assignee be a\nBank, such Bank shall also have consented to such selection), the Bank that\nmade a demand pursuant to this Section 4.1 shall execute and deliver an\nAssignment\n\n                                      41\n\nand Acceptance to the Agent pursuant to which such Bank shall assign all of\nits rights and obligations under this Agreement and the other Loan Documents\nto the Eligible Assignee selected by the Borrower.\n\n    4.2    Illegality.  (a) If any Bank determines that the introduction of\nany Requirement of Law, or any change in any Requirement of Law, or in the\ninterpretation or administration of any Requirement of Law, has made it\nunlawful, or any central bank or other Governmental Authority has asserted\nthat it is unlawful, for any Bank or its applicable Lending Office to make\nOffshore Rate Loans, then, on notice thereof by such Bank to the Borrower\nthrough the Agent, any obligation of that Bank to make Offshore Rate Loans\nshall be suspended until the Bank notifies the Agent and the Borrower that\nthe circumstances giving rise to such determination no longer exist.  Any\nBank notifying the Borrower of such a suspension of its obligation to make\nOffshore Rate Loans shall provide to the Borrower reasonable documentation\nsupporting such obligation.\n\n         (b)    If a Bank determines that it is unlawful to maintain any\nOffshore Rate Loan, the Borrower shall, upon its receipt of notice of such\nfact and demand from such Bank (with a copy to the Agent), prepay in full\nsuch Offshore Rate Loans of that Bank then outstanding, together with\ninterest accrued thereon and amounts required under Section 4.4, either on\nthe last day of the Interest Period thereof, if such Bank may lawfully\ncontinue to maintain such Offshore Rate Loans to such day, or immediately, if\nsuch Bank may not lawfully continue to maintain such Offshore Rate Loan.  If\nthe Borrower is required to so prepay any Offshore Rate Loan, then\nconcurrently with such prepayment, the Borrower shall borrow from the\naffected Bank, in the amount of such repayment, a Base Rate Loan.  Any Bank\nmaking such a demand for prepayment of Offshore Rate Loans shall provide to\nthe Borrower reasonable documentation supporting such demand.\n\n    4.3    Increased Costs and Reduction of Return.  (a) If any Bank\ndetermines that, due to either (i) the introduction of or any change in or in\nthe interpretation of any law or regulation by any Governmental Authority\nhaving jurisdiction over the Banks or (ii) the compliance by any Bank with\nany guideline or request from any central bank or other Governmental\nAuthority (whether or not having the force of law), there shall be any\nincrease in the cost to such Bank of agreeing to make or making, funding or\nmaintaining any Offshore Rate Loans or participating in Letters of Credit,\nor, in the case of the Issuing Bank, any increase in the cost to the Issuing\nBank of agreeing to issue, issuing or maintaining any Letter of Credit or of\nagreeing to make or making, funding or maintaining any unpaid drawing under\nany Letter of Credit, then the Borrower shall be liable for, and shall from\ntime to time, upon demand (with a copy of such demand to be sent to the\nAgent), promptly (and in any event within 30 days) pay to the Agent for the\naccount of such Bank, additional amounts as are sufficient to compensate such\nBank for such increased costs.  Any Bank making such a demand for payment\nshall provide to the Borrower reasonable documentation supporting such\ndemand.\n\n         (b)    If any Bank shall have determined that (i) the introduction\nof any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy\nRegulation,\n\n                                      42\n\n(iii) any change in the interpretation or administration of any Capital\nAdequacy Regulation by any central bank or other Governmental Authority\ncharged with the interpretation or administration thereof, or (iv) compliance\nby the Bank (or its Lending Office) or any corporation controlling the Bank\nwith any Capital Adequacy Regulation, affects or would affect the amount of\ncapital required or expected to be maintained by such Bank or any corporation\ncontrolling such Bank and (taking into consideration such Bank's or such\ncorporation's policies with respect to capital adequacy) determines that the\namount of such capital is increased as a consequence of its Commitments,\nloans, credits or obligations under this Agreement, then, upon demand of such\nBank to the Borrower through the Agent, the Borrower shall promptly (and in\nany event within 30 days) pay to such Bank, from time to time as specified by\nsuch Bank, additional amounts sufficient to compensate such Bank for such\nincrease.  Any Bank making such a demand for payment shall provide to the\nBorrower reasonable documentation supporting such demand.\n\n    4.4    Funding Losses.  The Borrower shall reimburse each Bank and hold\neach Bank harmless from any loss or expense which the Bank sustains or incurs\nas a consequence of:\n\n         (a)    the failure of the Borrower to make on a timely basis any\npayment of principal of any Offshore Rate Loan;\n\n         (b)    the failure of the Borrower to borrow, continue or convert a\nLoan after the Borrower has given (or is deemed to have given) a Notice of\nBorrowing or a Notice of Conversion\/Continuation;\n\n         (c)    the failure of the Borrower to make any prepayment in\naccordance with any notice delivered under Section 2.6;\n\n         (d)    the prepayment (including pursuant to Section 2.7) or other\npayment (including after acceleration thereof) of an Offshore Rate Loan on a\nday that is not the last day of the relevant Interest Period; or\n\n         (e)    the conversion under Section 2.4 of any Offshore Rate Loan\nto a Base Rate Loan on a day that is not the last day of the relevant\nInterest Period; including any such loss or expense arising from the\nliquidation or reemployment of funds obtained by it to maintain its Offshore\nRate Loans or from fees payable to terminate the deposits from which such\nfunds were obtained.\n\n    4.5    Inability to Determine Rates.  If the Agent determines that for\nany reason adequate and reasonable means do not exist for determining the\nOffshore Rate for any requested Interest Period with respect to a proposed\nborrowing of Offshore Rate Loans or conversion into or continuation of\nOffshore Rate Loans, or that the Offshore Rate applicable pursuant to\nSection 2.9 for any requested Interest Period with respect to a proposed\nborrowing of Offshore Rate Loans or conversion into or continuation of\nOffshore Rate Loans does not adequately and fairly reflect the cost to the\nAgent or any\n\n                                      43\n\nBank of funding such Loans, the Agent will promptly so notify the Borrower\nand each Bank and will provide such Persons with reasonable documentation\nsupporting such determination.  Thereafter, the obligation of the Banks to\nmake or maintain Offshore Rate Loans hereunder shall be suspended until the\nAgent shall notify the Borrower and the Banks that the circumstances causing\nsuch suspension no longer exist.  Upon receipt of such notice, the Borrower\nmay revoke any Notice of Borrowing or Notice of Conversion\/Continuation then\nsubmitted by it.  If the Borrower does not revoke such Notice, the Banks\nshall make, convert or continue the Loans, as proposed by the Borrower, in\nthe amount specified in the applicable notice submitted by the Borrower, but\nsuch Loans shall be made, converted or continued as Base Rate Loans instead\nof Offshore Rate Loans.\n\n    4.6    Survival.  The agreements and obligations of the Borrower in this\nArticle IV shall survive the payment of all other Obligations.\n\n    4.7    Notice of Claims.  The Agent or the appropriate Bank will notify\nthe Borrower in writing of its claims under Article IV within 180 days after\nany officer of the Agent or such Bank having principal responsibility for\nmonitoring the Borrower's performance of its obligations under the Loan\nDocuments has actual knowledge of facts giving rise to a claim under\nArticle IV.\n\n                                 ARTICLE V\n\n                            CONDITIONS PRECEDENT\n                            --------------------\n\n    5.1    Conditions of Initial Credit Extensions.  The obligation of each\nBank to make its initial Credit Extension hereunder is subject to the\ncondition that the Agent shall have received on or before the Closing Date\nall of the following, in form and substance satisfactory to the Agent and\neach Bank, and in sufficient copies for each Bank (other than the Notes to be\ndelivered pursuant to Section 5.1(a)):\n\n         (a)    Credit Agreement and Notes.  This Agreement and Notes\nexecuted by the Borrower for Banks requesting Notes.\n\n         (b)    Resolutions; Incumbency.\n\n                (i)    Copies of the resolutions of the board of directors\n     of the Borrower authorizing the transactions contemplated hereby,\n     certified as of the Closing Date by the Secretary or an Assistant\n     Secretary of the Borrower; and\n\n                (ii)   A certificate of the Secretary or Assistant Secretary\n     of the Borrower certifying the names and true signatures of the officers\n     of the Borrower authorized to execute, deliver and perform, as\n     applicable, this Agreement, and all other Loan Documents to be delivered\n     by it hereunder;\n\n                                      44\n\n         (c)    Organization Documents; Good Standing. Each of the following\ndocuments:\n\n                (i)    the articles or certificate of incorporation and the\n     bylaws of the Borrower as in effect on the Closing Date, certified by\n     the Secretary or Assistant Secretary of the Borrower as of the Closing\n     Date; and\n\n                (ii)   a good standing and tax good standing certificate for\n     the Borrower from the Secretary of State (or similar, applicable\n     Governmental Authority) of its state of incorporation and from the State\n     of Colorado;\n\n         (d)    Legal Opinions.  Opinions of Shearman &amp; Sterling and\ninternal counsel to the Borrower addressed to the Agent and the Banks,\nsubstantially in the forms of Exhibit D-1 and Exhibit D-2, respectively.\n\n         (e)    Payment of Fees.  Evidence of payment by the Borrower of all\naccrued and unpaid fees, costs and expenses to the extent then due and\npayable on the Closing Date, including any such costs, fees and expenses\narising under or referenced in Sections 2.11 and 11.4 and any fronting fees\nfor the Existing BofA Letters of Credit, provided that the Borrower shall\nhave been given reasonably detailed bills for the fees and services of the\nAgent's legal counsel at least one Business Day prior to the Closing Date if\nit is to pay such fees and expenses on the Closing Date;\n\n         (f)    Certificate.  A certificate signed by a Responsible Officer\nof the Borrower, dated as of the Closing Date, stating that:\n\n                (i)    the representations and warranties contained in\n     Article VI are true and correct on and as of such date, as though made\n     on and as of such date;\n\n                (ii)   no Default or Event of Default exists or would result\n     from the initial Borrowing.\n\n         (g)    Prior Loan Documents.  Evidence reasonably satisfactory to\nthe Banks that the loans (other than the Existing Letters of Credit), all\ninterest thereon and all other amounts owed to the Agent or the Banks under\nthe Prior Loan Documents have been repaid in full.\n\n         (h)    Other Documents.  Such other approvals, opinions, documents\nor materials as the Agent or any Bank may reasonably request.\n\n    5.2    Conditions to All Credit Extensions.  The obligation of each Bank\nto make any Revolving Loan to be made by it (including its initial Revolving\nLoan) or to continue or convert any Revolving Loan under Section 2.4 and the\nobligation of the Issuing Bank to Issue any Letter of Credit (including the\ninitial Letter of Credit) is\n\n                                      45\n\nsubject to the satisfaction of the following conditions precedent on the\nrelevant Borrowing Date, Conversion\/Continuation Date or Issuance Date:\n\n         (a)    Notice, Application.  The Agent shall have received (with,\nin the case of the initial Revolving Loan only, a copy for each Bank) a\nNotice of Borrowing or a Notice of Conversion\/Continuation, as applicable or\nin the case of any Issuance of any Letter of Credit, the Issuing Bank and the\nAgent shall have received an L\/C Application or L\/C Amendment Application, as\nrequired under Section 3.2;\n\n         (b)    Continuation of Representations and Warranties.  The\nrepresentations and warranties in Article VI shall be true and correct on and\nas of such Borrowing Date or Conversion\/Continuation Date or Issuance Date\nwith the same effect as if made on and as of such Borrowing Date or\nConversion\/Continuation Date or Issuance Date; and\n\n         (c)    No Existing Default.  No Default or Event of Default shall\nexist or shall result from such Borrowing or continuation or conversion or\nIssuance.\n\n         (d)    Cash Collateral.  With regard to any Letter of Credit, such\nLetter of Credit has been cash collateralized to the extent required by and\nin accordance with this Agreement.\n\nEach Notice of Borrowing, Notice of Conversion\/Continuation and L\/C\nApplication or L\/C Amendment Application submitted by the Borrower hereunder\nshall constitute a representation and warranty by the Borrower hereunder, as\nof the date of each such notice and as of each Borrowing Date,\nConversion\/Continuation Date, or Issuance Date, as applicable, that the\nconditions in this Section 5.2 are satisfied.\n\n\n                                 ARTICLE VI\n\n                       REPRESENTATIONS AND WARRANTIES\n                       ------------------------------\n\n     The Borrower represents and warrants to the Agent and each Bank that:\n\n    6.1    Corporate Existence and Power.  The Borrower and each of its\nMaterial Subsidiaries:\n\n         (a)    is a corporation duly organized, validly existing and in\ngood standing under the laws of the jurisdiction of its incorporation;\n\n         (b)    has the power and authority and all governmental licenses,\nauthorizations, consents and approvals to own its assets, carry on its\nbusiness and to execute, deliver, and, in the case of the Borrower, perform\nits obligations under the Loan Documents;\n\n                                      46\n\n         (c)    is duly qualified, licensed and in good standing under the\nlaws of each jurisdiction where its ownership, lease or operation of property\nor the conduct of its business requires such qualification or license or good\nstanding; and\n\n         (d)    is in compliance with all Requirements of Law; except, in\neach case referred to in clause (c) or clause (d), to the extent that the\nfailure to do so could not reasonably be expected to have a Material Adverse\nEffect.\n\n    6.2    Corporate Authorization; No Contravention.  The execution,\ndelivery and performance by the Borrower of this Agreement and each other\nLoan Document to which the Borrower is party, have been duly authorized by\nall necessary corporate action, and do not:\n\n         (a)    contravene the terms of any of such the Borrower's\nOrganization Documents;\n\n         (b)    conflict with or result in any breach or contravention of\nany document evidencing any Contractual Obligation to which the Borrower is a\nparty or any order, injunction, writ or decree of any Governmental Authority\nto which the Borrower or its property is subject, except where such conflict,\nbreach or contravention would not cause a Material Adverse Effect or render\nany Loan Document unenforceable against the Borrower or any other Person;\n\n         (c)    violate any Requirement of Law except, in each case, where\nany such contravention, conflict, breach, or violation would not cause a\nMaterial Adverse Effect or render any Loan Document unenforceable against the\nBorrower or any other Person; or\n\n         (d)    result in the creation of any Lien.\n\n    6.3    Governmental Authorization.  No approval, consent, exemption,\nauthorization, or other action by, or notice to, or filing with, any\nGovernmental Authority is necessary or required in connection with the\nexecution, delivery or performance by, or current enforcement against, the\nBorrower or any of its Material Subsidiaries of the Agreement or any other\nLoan Document.\n\n    6.4    Binding Effect.  This Agreement and each other Loan Document to\nwhich the Borrower is a party constitute (or, when duly executed and\ndelivered, shall constitute) the legal, valid and binding obligations of the\nBorrower, enforceable against it in accordance with their respective terms\nand claims under this Agreement and each Loan Document will rank at least\npari passu with the claims of other unsecured creditors, except as\nenforceability may be limited by applicable bankruptcy, insolvency, or\nsimilar laws affecting the enforcement of creditors' rights generally or by\nequitable principles relating to enforceability.\n\n                                      47\n\n    6.5    Litigation.  Except as specifically disclosed in Schedule 6.5,\nthere are no actions, suits, proceedings, claims or disputes pending, or to\nthe best knowledge of the Borrower, threatened or contemplated, at law, in\nequity, in arbitration or before any Governmental Authority, against the\nBorrower, or its Subsidiaries or any of their respective properties which:\n\n         (a)    relates to this Agreement or any other Loan Document, or any\nof the transactions contemplated hereby or thereby; or\n\n         (b)    if determined adversely to the Borrower or its Subsidiaries,\nwould reasonably be expected to have a Material Adverse Effect.  No\ninjunction, writ, temporary restraining order or any order of any nature has\nbeen issued by any court or other Governmental Authority purporting to enjoin\nor restrain the execution, delivery or performance of this Agreement or any\nother Loan Document, or directing that the transactions provided for herein\nor therein not be consummated as herein or therein provided.\n\n    6.6    No Default.  No Default or Event of Default exists or would\nresult from the incurring of any Obligations by the Borrower.  Neither the\nBorrower nor any Subsidiary is in default under or with respect to any\nContractual Obligation in any respect which, individually or together with\nall such defaults, could reasonably be expected to have a Material Adverse\nEffect, or that would, if such default had occurred after the Closing Date,\ncreate an Event of Default under subsection 9.1(e).\n\n    6.7    ERISA Compliance.\n\n         (a)    Each Plan is in compliance in all material respects with the\napplicable provisions of ERISA, the Code and other federal or state law.\nEach Plan which is intended to qualify under Section 401(a) of the Code has\nreceived a favorable determination letter from the IRS and to the best\nknowledge of the Borrower, nothing has occurred which would cause the loss of\nsuch qualification.  The Borrower and each ERISA Affiliate has made all\nrequired contributions to any Plan subject to Section 412 of the Code, and no\napplication for a funding waiver or an extension of any amortization period\npursuant to Section 412 of the Code has been made with respect to any Plan.\n\n         (b)    There are no pending or, to the best knowledge of the\nBorrower, threatened claims, actions or lawsuits, or action by any\nGovernmental Authority, with respect to any Plan which has resulted or could\nreasonably be expected to result in a Material Adverse Effect.  There has\nbeen no prohibited transaction or violation of the fiduciary responsibility\nrules with respect to any Plan which has resulted or could reasonably be\nexpected to result in a Material Adverse Effect.\n\n         (c)    (i) No ERISA Event has occurred or is reasonably expected to\noccur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither\nthe Borrower nor any ERISA Affiliate has incurred, or reasonably expects to\nincur, any liability under Title IV of ERISA with respect to any Pension Plan\n(other than premiums\n\n                                      48\n\ndue and not delinquent under Section 4007 of ERISA); (iv) neither the\nBorrower nor any ERISA Affiliate has incurred, or reasonably expects to\nincur, any liability (and no event has occurred which, with the giving of\nnotice under Section 4219 of ERISA, would result in such liability) under\nSection 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and\n(v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction\nthat could be subject to Section 4069 or 4212(c) of ERISA.\n\n    6.8    Use of Proceeds; Margin Regulations.  The proceeds of the Loans\nare to be used solely for the purposes set forth in and permitted by\nSection 7.11 and Section 8.6.  Neither the Borrower nor any Subsidiary is\ngenerally engaged in the business of purchasing or selling Margin Stock or\nextending credit for the purpose of purchasing or carrying Margin Stock.\n\n    6.9    Title to Properties; Liens.  The Borrower and each Subsidiary\nhave good record and marketable title in fee simple to, or valid leasehold\ninterests in, all real property necessary or used in the ordinary conduct of\ntheir respective businesses, except for such defects in title as would not,\nindividually or in the aggregate, have a Material Adverse Effect.  As of the\nClosing Date the property (real or personal, tangible or intangible) of the\nBorrower and its Material Subsidiaries is subject to no Liens, other than\nPermitted Liens.\n\n    6.10   Taxes.  The Borrower and its Subsidiaries have filed or caused to\nbe filed all federal and other material tax returns and reports required to\nbe filed, and have paid or caused to be paid all federal and other material\ntaxes, assessments, fees and other governmental charges levied or imposed\nupon them or their properties, income or assets otherwise due and payable,\nexcept (i) those which are being contested in good faith by appropriate\nproceedings and for which adequate reserves have been provided in accordance\nwith GAAP and (ii) those for which the failure to pay would not have a\nMaterial Adverse Effect.  To the Borrower's knowledge, there is no proposed\ntax assessment against the Borrower or any Subsidiary that would, if made,\nhave a Material Adverse Effect.\n\n    6.11   Financial Condition.  (a) The audited Consolidated financial\nstatements of the Borrower and its Subsidiaries dated December 27, 1996, and\nthe related Consolidated statements of income or operations, shareholders'\nequity and cash flows for the fiscal year ended on that date:\n\n                (i)    were prepared in accordance with GAAP consistently\n     applied throughout the period covered thereby, except as otherwise\n     expressly noted therein;\n\n                (ii)   fairly present the financial condition of the\n     Borrower and its Subsidiaries as of the date thereof and results of\n     operations for the period covered thereby; and\n\n                                      49\n\n                (iii)  except as specifically disclosed in Schedule 6.11,\n     show all material indebtedness and other liabilities, direct or\n     contingent, of the Borrower and its Consolidated Subsidiaries as of the\n     date thereof, including liabilities for taxes, material commitments and\n     Contingent Obligations.\n\n         (b)    Since December 27, 1996, there has been no Material Adverse\nEffect.\n\n    6.12   Environmental Matters.  The Borrower conducts in the ordinary\ncourse of business a review of the effect of existing Environmental Laws and\nexisting Environmental Claims on its business, operations and properties, and\nas a result thereof the Borrower has reasonably concluded that, except as\nspecifically disclosed in Schedule 6.12, such Environmental Laws and\nEnvironmental Claims could not, individually or in the aggregate, reasonably\nbe expected to have a Material Adverse Effect.\n\n    6.13   Regulated Entities.  Neither the Borrower, nor any Person\ncontrolling the Borrower, nor any Subsidiary, is an \"Investment Company\"\nwithin the meaning of the Investment Company Act of 1940.  The Borrower is\nnot subject to regulation under the Public Utility Holding Company Act of\n1935, the federal Power Act, the Interstate Commerce Act, any state public\nutilities code, or any other federal or state statute or regulation limiting\nits ability to incur Indebtedness.\n\n    6.14   Copyrights, Patents, Trademarks and Licenses, Etc. The Borrower\nor its Subsidiaries own or are licensed or otherwise have the right to use\nall of the patents, trademarks, service marks, trade names, copyrights,\ncontractual franchises, authorizations and other rights that are reasonably\nnecessary for the operation of their respective material businesses, without\nconflict with the rights of any other Person.  To the best knowledge of the\nBorrower, no slogan or other advertising device, product, process, method,\nsubstance, part or other material now employed, or now contemplated to be\nemployed, by the Borrower or any Material Subsidiary infringes upon any\nrights held by any other Person.  Except as specifically disclosed in\nSchedule 6.5, no claim or litigation regarding any of the foregoing is\npending or, to the best knowledge of the Borrower, threatened, and no patent,\ninvention, device, application, principle or any statute, law, rule,\nregulation, standard or code is pending or, to the knowledge of the Borrower,\nproposed, which, in either case, could reasonably be expected to have a\nMaterial Adverse Effect.\n\n    6.15   Subsidiaries.  The Borrower (a) has no Subsidiaries other than\nthose specifically disclosed in part (a) of Schedule 6.15 hereto as of the\nClosing Date and (b) has no equity investments in any other corporation or\nentity other than those specifically disclosed in part (b) of Schedule 6.15\nexcept, in each case, for Subsidiaries created and equity investments made\nafter the Closing Date and otherwise permitted by this Agreement.\n\n                                      50\n\n    6.16   Insurance.  Except as specifically disclosed in Schedule 6.16,\nthe properties of the Borrower and its Material Subsidiaries are insured\nwith, to the best knowledge of the Borrower, financially sound and reputable\ninsurance companies not Affiliates of the Borrower, in such amounts, with\nsuch deductibles and covering such risks as are customarily carried by\ncompanies engaged in similar businesses and owning similar properties in\nlocalities where the Borrower or such Material Subsidiary operates.\n\n    6.17   Full Disclosure.  None of the representations or warranties made\nby the Borrower or any Subsidiary in the Loan Documents as of the date such\nrepresentations and warranties are made or deemed made, and none of the\nstatements contained in any written exhibit, report, statement or certificate\nfurnished by or on behalf of the Borrower or any Subsidiary in connection\nwith the Loan Documents (including the offering and disclosure materials\ndelivered by or on behalf of the Borrower to the Banks prior to the Closing\nDate), contains any untrue statement of a material fact or omits any material\nfact required to be stated therein or necessary to make the statements made\ntherein, in light of the circumstances under which they are made, not\nmisleading as of the time when made or delivered; provided that nothing in\nthis Section 6.17 shall apply to any projections, forward-looking information\nor other similar or related information furnished by or on behalf of the\nBorrower or any Subsidiary in connection with the Loan Documents.\n\n    6.18   Projections.  All projections forward-looking information or\nother similar or related information furnished by or on behalf of the\nBorrower or any Subsidiary in connection with the Loan Documents were\nprepared in good faith on the basis of the assumptions stated therein, which\nassumptions were fair in the light of conditions existing at the time of\ndelivery of such forecasts, and represented, at the time of delivery, the\nBorrower or such Subsidiary's best estimate of its future financial\nperformance, operations and results.\n\n\n                                 ARTICLE VII\n\n                            AFFIRMATIVE COVENANTS\n                            ---------------------\n\n     So long as any Bank shall have any Commitment hereunder, or any Loan or\nother Obligation shall remain unpaid or unsatisfied, or any Letter of Credit\nshall remain outstanding, unless the Required Banks waive compliance in\nwriting:\n\n    7.1    Financial Statements.  The Borrower shall deliver to the Agent,\nin form and detail satisfactory to the Agent and the Required Banks, with\nsufficient copies for each Bank:\n\n         (a)    as soon as available, but not later than 120 days after the\nend of each fiscal year, a copy of the audited Consolidated balance sheet of\nthe Borrower and its Subsidiaries as at the end of such year and the related\nConsolidated statements of income or operations, shareholders' equity and\ncash flows for such year, setting forth in\n\n                                      51\n\neach case in comparative form the figures for the previous fiscal year, and\naccompanied by the opinion of Price Waterhouse or another\nnationally-recognized independent public accounting firm (\"Independent\nAuditor\") which report shall state that such Consolidated financial\nstatements present fairly the financial position for the periods indicated in\nconformity with GAAP applied on a basis consistent with prior years.  Such\nopinion shall not be qualified or limited because of a restricted or limited\nexamination by the Independent Auditor of any material portion of the\nBorrower's or any Subsidiary's records;\n\n         (b)    as soon as available, but not later than 55 days after the\nend of each of the first three fiscal quarters of each fiscal year, a copy of\nthe unaudited Consolidated balance sheet of the Borrower and its Subsidiaries\nas of the end of such quarter and the related Consolidated statements of\nincome, shareholders' equity and cash flows for the period commencing on the\nfirst day and ending on the last day of such quarter, and certified by a\nResponsible Officer as fairly presenting, in accordance with GAAP (subject to\nordinary, good faith year-end audit adjustments), the financial position and\nthe results of operations of the Borrower and the Subsidiaries.\n\n    7.2    Certificates; Other Information.  The Borrower shall furnish to\nthe Agent with sufficient copies for each Bank:\n\n         (a)    concurrently with the delivery of the financial statements\nreferred to in subsections 7.1(a) and (b), a Compliance Certificate executed\nby a Responsible Officer;\n\n         (b)    promptly, copies of all financial statements and reports\nthat the Borrower sends to its shareholders, and copies of all financial\nstatements and regular, periodical or special reports (including Forms 10-K,\n10-Q and 8-K) that the Borrower or any Subsidiary may make to, or file with,\nthe SEC; and\n\n         (c)    promptly, such additional information regarding the\nbusiness, financial or corporate affairs of the Borrower or any Subsidiary as\nthe Agent, at the request of any Bank, may from time to time reasonably\nrequest.\n\n    7.3    Notices.  The Borrower shall promptly notify the Agent and each\nBank:\n\n         (a)    after a Responsible Officer of the Borrower knows or has\nreason to know of the occurrence of any Default or Event of Default, and of\nthe occurrence or existence of any event or circumstance for which it is\nreasonably foreseeable that such event or circumstance will become a Default\nor Event of Default;\n\n         (b)    after a Responsible Officer of the Borrower or any ERISA\nAffiliate knows or has reason to know that any material ERISA Event has\noccurred, with a statement of a Responsible Officer of the Borrower\ndescribing such ERISA Event and the action, if any, that the Borrower or such\nERISA Affiliate proposes to take with respect thereto; and\n\n                                      52\n\n         (c)    of any material change in accounting policies or financial\nreporting practices by the Borrower or any of its Consolidated Subsidiaries.\n\n           Each notice under this Section shall be accompanied by a written\nstatement by a Responsible Officer setting forth details of the occurrence\nreferred to therein, and stating what action the Borrower or any affected\nSubsidiary proposes to take with respect thereto and at what time.  Each\nnotice under subsection 7.3(a) shall describe with particularity any and all\nclauses or provisions of this Agreement or other Loan Document that have been\n(or foreseeably will be) breached or violated.\n\n    7.4    Preservation of Corporate Existence, Etc. The Borrower shall, and\nshall cause each Material Subsidiary to preserve and maintain in full force\nand effect its corporate existence and good standing under the laws of its\nstate or jurisdiction of incorporation and preserve and maintain in full\nforce and effect all governmental rights, privileges, qualifications,\npermits, licenses and franchises necessary or desirable in the normal conduct\nof its business except (a) if in the reasonable business judgment of the\nBorrower or such Material Subsidiary, it is in its best economic interest not\nto preserve or maintain such rights, privileges, qualification, permits,\nlicenses or franchises and (b) unless no Material Adverse Effect could\nresult.\n\n    7.5    Maintenance of Property.  The Borrower shall maintain, and shall\ncause each Material Subsidiary to maintain, and preserve all its material\nproperty (including, without limitation, equipment) which is used or useful\nin its business in good working order and condition, ordinary wear and tear\nexcepted and make all necessary repairs thereto and renewals and replacements\nthereof except where the failure to do so could not reasonably be expected to\nhave a Material Adverse Effect.  The Borrower and each Material Subsidiary\nshall use the standard of care typical in the industry in the operation and\nmaintenance of its facilities.\n\n    7.6    Insurance.  The Borrower shall maintain, and shall cause each\nMaterial Subsidiary to maintain, with financially sound and reputable\nindependent insurers, insurance against loss or damage of the kinds\ncustomarily insured against by Persons engaged in the same or similar\nbusiness, of such types and in such amounts as are customarily carried under\nsimilar circumstances by such other Persons.\n\n    7.7    Payment of Obligations.  The Borrower shall, and shall cause each\nMaterial Subsidiary to, pay and discharge before the same shall become\ndelinquent:\n\n         (a)    all tax liabilities, assessments and governmental charges or\nlevies upon it or its properties or assets, unless the same are being\ncontested in good faith by appropriate proceedings and adequate reserves in\naccordance with GAAP are being maintained by the Borrower or such Material\nSubsidiary; and\n\n         (b)    all lawful claims which, if unpaid, would by law become a\nLien upon its property.\n\n                                      53\n\n    7.8    Compliance with Laws.  The Borrower shall comply, and shall cause\neach Subsidiary to comply, in all material respects with all Requirements of\nLaw of any Governmental Authority having jurisdiction over it or its business\n(including Environmental laws and the federal Fair Labor Standards Act),\nexcept such as may be contested in good faith or as to which a bona fide\ndispute may exist.\n\n    7.9    Compliance with ERISA.  The Borrower shall, and shall cause each\nof its ERISA Affiliates to:  (a) maintain each Plan in compliance in all\nmaterial respects with the applicable provisions of ERISA, the Code and other\nfederal or state law; (b) cause each Plan which is qualified under\nSection 401(a) of the Code to maintain such qualification; and (c) make all\nrequired contributions to any Plan subject to Section 412 of the Code.\n\n    7.10   Inspection of Property and Books and Records.  The Borrower shall\nmaintain and shall cause each Material Subsidiary to maintain proper books of\nrecord and account, in which full, true and correct entries in conformity\nwith GAAP consistently applied shall be made of all financial transactions\nand the assets and business of the Borrower and such Material Subsidiary.\nDuring the continuance of any Event of Default, the Borrower shall permit,\nand shall cause each Subsidiary to permit, representatives and independent\ncontractors of the Agent or any Bank to visit and inspect any of their\nrespective properties, to examine their respective corporate, financial and\noperating records, and make copies thereof or abstracts therefrom, and to\ndiscuss their respective affairs, finances and accounts with their respective\ndirectors, officers, and independent public accountants, all at the expense\nof each the Borrower and at such reasonable times during normal business\nhours and as often as may be reasonably desired, upon reasonable advance\nnotice to each the Borrower.\n\n    7.11   Use of Proceeds.  The Borrower shall use the proceeds of the\nLoans for working capital and other general corporate purposes not in\ncontravention of any Requirement of Law or of any Loan Document.\n\n    7.12   Disclosure; Further Assurances.\n\n         (a)    The Borrower shall ensure that all written information,\nexhibits and reports furnished to the Agent and the Banks by or on behalf of\nthe Borrower and concerning the Borrower do not and will not contain any\nuntrue statement of a material fact and do not and will not omit to state any\nmaterial fact or any fact necessary to make the statements contained therein\nnot misleading in light of the circumstances in which made, and will promptly\ndisclose to the Agent and the Banks and correct any material defect or error\nthat may be discovered therein or in any Loan Document or in the execution,\nacknowledgement or recordation thereof; provided that nothing in this Section\n7.12(a) shall apply to any projections, forward-looking information or other\nsimilar or related information furnished by or on behalf of the Borrower or\nany Subsidiary in connection with the Loan Documents.\n\n                                      54\n\n         (b)    The Borrower shall ensure that all projections, forward-\nlooking information or other similar or related information furnished by or\non behalf of the Borrower in connection with the Loan Documents are prepared\nin good faith on the basis of the assumptions stated therein, which\nassumptions are fair in the light of conditions existing at the time of\ndelivery of such forecasts, and represent, at the time of delivery, the\nBorrower or such Subsidiary's best estimate of its future financial\nperformance, operations and results.\n\n         (c)    The Borrower shall provide such other documentation and\ncooperation as the Agent or the Required Banks reasonably request in\nconnection with the exercise by the Agent and the Banks of their rights and\nremedies under the Loan Documents.\n\n    7.13   Financial Covenants.  The Borrower will, unless the Required\nBanks shall otherwise consent in writing:\n\n         (a)    Maintenance of Consolidated Tangible Net Worth.  Maintain as\nat the end of each fiscal quarter a Consolidated Tangible Net Worth of the\nBorrower and its Subsidiaries of not less than at any time the amount that\nis, (i)(A) 85% of Consolidated Tangible Net Worth as at fiscal quarter ending\nDecember 27, 1996, plus (B) 75% of Consolidated Net Income (excluding any\nConsolidated Net Loss) of the Borrower and its Subsidiaries earned in each\nfiscal quarter after such December 27, 1996 fiscal quarter, plus (C) 75% of\nthe amount of all proceeds (net of costs and expenses) received pursuant to\nthe issuance of any equity securities issued by the Borrower after such\nDecember 27, 1996 fiscal quarter (excluding proceeds of any issuance made for\nthe purposes of fulfilling an employee stock purchase plan or compensatory\noption plan), plus (D) 100% of the face amount of any Subordinated\nIndebtedness that is converted into stock of the Borrower after such December\n27, 1996 fiscal quarter.\n\n         (b)    Consolidated Net Income.  Not permit (i) any Consolidated\nNet Loss or Consolidated Operating Loss of the Borrower and its Subsidiaries\nto occur for each of any two consecutive fiscal quarters (calculated as of\nthe last day of each such fiscal quarter); or (ii) Consolidated Net Loss or\nConsolidated Operating Loss of the Borrower and its Subsidiaries for any\nfiscal quarter to be greater than $25,000,000.\n\n         (c)    Consolidated Total Leverage Ratio.  Not permit as at each\nfiscal quarter end a Consolidated Total Leverage Ratio of the Borrower and\nits Subsidiaries of greater than 0.80:1.00.\n\n    7.14   Patents and Permits.  The Borrower will, and will cause each of\nits Subsidiaries to, (i) maintain all permits, licenses, consents or other\napprovals of any Government Authority or any Person and (ii) maintain in full\nforce and effect and protect patents, trademarks, tradenames or other\nintellectual property rights, the failure of which to maintain or protect\nwould result in a Material Adverse Effect.\n\n                                      55\n\n                                ARTICLE VIII\n\n                             NEGATIVE COVENANTS\n                             ------------------\n\n     So long as any Bank shall have any Commitment hereunder, or any Loan or\nother Obligation shall remain unpaid or unsatisfied, or any Letter of Credit\nshall remain outstanding, unless the Required Banks waive compliance in\nwriting:\n\n    8.1    Limitation on Liens.  The Borrower shall not, and shall not\nsuffer or permit any Material Subsidiary to, directly or indirectly, make,\ncreate, incur, assume or suffer to exist any Lien upon or with respect to any\npart of its property, whether now owned or hereafter acquired, other than the\nfollowing (\"Permitted Liens\"):\n\n         (a)    Liens for taxes, assessments or governmental charges or\nlevies, and to the extent not past due or to the extent contested, in good\nfaith, by appropriate proceedings and for which adequate reserves have been\nestablished in accordance with GAAP;\n\n         (b)    Liens imposed by law, such as materialman's, mechanic's,\ncarrier's, workman's, and repairman's Liens and other similar Liens arising\nin the ordinary course of business which relate to obligations which are not\noverdue for a period of more than 45 days or which are being contested in\ngood faith, by appropriate proceedings and for which adequate reserves have\nbeen established in accordance with GAAP;\n\n         (c)    pledges or deposits in the ordinary course of business to\nsecure nondelinquent obligations under workman's compensation or unemployment\nlaws or similar legislation or to secure the performance of leases or trade\ncontracts entered into in the ordinary course of business or of public or\nnondelinquent statutory obligations, bids, or appeal bonds;\n\n         (d)    Liens upon or in any property acquired or held by the\nBorrower or any of its Subsidiaries to secure the purchase price or\nconstruction costs (and, to the extent financed, sales and excise taxes,\ndelivery and installation costs and other related expenses) of such property\nor to secure indebtedness incurred solely for the purpose of financing or\nrefinancing the acquisition or construction of any such property to be\nsubject to such Liens, or Liens existing on any such property at the time of\nacquisition, or extensions, renewals or replacements of any of the foregoing\nfor the same or a lesser principal amount, provided that no such Lien shall\nextend to or cover any property other than the property being acquired or\nconstructed and no such extension, renewal or replacement shall extend to or\ncover any property not theretofore subject to the Lien being extended,\nrenewed or replaced;\n\n         (e)    Liens consisting of the interest of a lessor upon any assets\nsubject to a Capital Lease and securing payment of the obligations arising\nunder such Capital Lease and provided that such Capital Lease is otherwise\npermitted hereunder;\n\n                                      56\n\n         (f)    zoning restrictions, easements, licenses, landlord's Liens\nor restrictions on the use of any real property occupied by the Borrower or\nits Subsidiaries, which do not materially impair the use of such property in\nthe operation of the business of the Borrower or any of its Subsidiaries or\nthe value of such property for the purpose of such business;\n\n         (g)    Liens associated with judgments and awards to the extent\nsuch judgments and awards do not create an Event of Default under subsection\n9.1(i) hereof;\n\n         (h)    Liens in favor of the issuer of a documentary commercial\nletter of credit, provided, that such Liens are limited exclusively to the\ngoods covered by such letter of credit;\n\n         (i)    Liens listed on Schedule 8.1(i) securing Indebtedness\noutstanding on the Closing Date;\n\n         (j)    Liens consisting of the interest of a lessor under Operating\nLeases made in the ordinary course of business, or existing on property\nleased by the Borrower or its Subsidiaries under an Operating Lease in the\nordinary course of business;\n\n         (k)    Liens in connection with the Permitted Receivables Purchase\nFacility (including liens on Permitted Receivables, software, chattel paper,\nbooks and records related to the Permitted Receivables);\n\n         (l)    Liens securing borrowings by the Borrower against life\ninsurance policies under which it is the beneficiary in an aggregate amount\nnot to exceed $40,000,000;\n\n         (m)    Liens in connection with the Borrower's credit card\nprocessing program in an aggregate amount not to exceed $20,000,000;\n\n         (n)    Consensual Liens not described in subclauses (a) through (m)\nabove that; (i) relate to liabilities other than borrowed money debt\n(including Liens incurred in connection with sales and leasebacks of the\nBorrower's assets) and securing obligations not in excess of $30,000,000 in\nthe aggregate at any time for all such Liens for the Borrower and its\nSubsidiaries together, or (ii) secure obligations not in excess of\n$15,000,000 in the aggregate at any time for all such Liens for the Borrower\nand its Subsidiaries together; provided that no Liens otherwise permitted by\nclause (ii) shall be permitted against Receivables or inventories of the\nBorrower or its Subsidiaries; and provided further that the obligations\nsecured by Liens permitted pursuant to clauses (i) and (ii) shall at no time,\nin the aggregate, exceed $30,000,000; and\n\n         (o)    Liens with respect to collateral (whether in cash, letters\nof credit or other investments) provided in connection with the Multicurrency\nNote Purchase Facility; provided that at no time shall the collateral with\nrespect to the Multicurrency Note Purchase Facility exceed, in the aggregate,\n$125,000,000.\n\n                                      57\n\n           Additionally, the Borrower will not, and will not permit any of\nits Subsidiaries to, enter into any agreement (other than this Agreement or\nany other Loan Document) prohibiting the creation or assumption of any Lien\nupon any of its properties, revenues or assets, whether now owned or\nhereafter acquired.\n\n    8.2    Disposition of Assets.  The Borrower shall not, and shall not\nsuffer or permit any Material Subsidiary to, directly or indirectly, sell,\nassign, lease, convey, transfer or otherwise dispose of (whether in one or a\nseries of transactions) any property (including accounts and notes\nreceivable, with or without recourse) or enter into any agreement to do any\nof the foregoing, except:\n\n         (a)    dispositions of inventory, or used, worn-out, obsolete or\nsurplus equipment or other assets not practically usable in the business of\nthe Borrower, all in the ordinary course of business;\n\n         (b)    the sale of equipment to the extent that such equipment is\nexchanged for credit against the purchase price of similar replacement\nequipment, or the proceeds of such sale are reasonably promptly applied to\nthe purchase price of such replacement equipment;\n\n         (c)    dispositions of assets in the ordinary course of business by\nthe Borrower or any of its Subsidiaries to the Borrower or any other of its\nSubsidiaries pursuant to reasonable business requirements;\n\n         (d)    dispositions of Permitted Receivables (including software,\nbooks and records related to Permitted Receivables) pursuant to the Permitted\nReceivables Purchase Facility;\n\n         (e)    dispositions in connection with a sale\/leaseback transaction\ninvolving real or personal property of the Borrower or its Subsidiaries;\nprovided, that any such sale\/leaseback transaction is otherwise permitted\nunder this Agreement; and\n\n         (f)    dispositions not otherwise permitted hereunder; provided,\nthat (i) at the time of any disposition, no Event of Default shall exist or\nshall result from such disposition, and (ii) the aggregate net book value of\nall assets so sold by the Borrower and its Subsidiaries, together, shall not\nexceed in any fiscal year $60,000,000; and\n\n         (g)    dispositions listed on Schedule 8.2.\n\n    8.3    Consolidations and Mergers.  The Borrower shall not, and shall\nnot suffer or permit any Subsidiary to, merge, consolidate with or into, or\nconvey, transfer, lease or otherwise dispose of (whether in one transaction\nor in a series of transactions) all or substantially all of its assets\n(whether now owned or hereafter acquired) to or acquire all or substantially\nall of the assets of, any Person, except:\n\n                                      58\n\n         (a)    any Subsidiary may merge with the Borrower, provided that\nthe Borrower shall be the continuing or surviving corporation, or with any\none or more Subsidiaries, provided that if any transaction shall be between a\nSubsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall\nbe the continuing or surviving corporation; and\n\n         (b)    any Subsidiary may sell all or substantially all of its\nassets (upon voluntary liquidation or otherwise), to the Borrower or another\nWholly-Owned Subsidiary.\n\n           Nothing in this Section 8.3 shall prevent the Borrower or any of\nits Subsidiaries from merging with, or acquiring all or substantially all of\nthe assets of any Person if (i) with respect to a merger, the Borrower or\nsuch Subsidiary party to such merger is the surviving entity of such merger,\nand (ii) the total assets (including securities and all other assets) so\nacquired, together with the total assets for all such transactions occurring\nafter the Closing Date (in each case as measured on the effective date of\nsuch merger or acquisition), do not exceed an amount greater than 20% of the\nConsolidated Tangible Net Worth of the Borrower and its Subsidiaries as such\nConsolidated Tangible Net Worth is determined as of the last day of the\nfiscal quarter ending immediately prior to the closing of such merger or\nacquisition, and (iii) the merger or acquisition involves an entity engaged\nin a similar business to that of the Borrower or in a business within the\nBorrower's strategic plans; and (iv) no Default or Event of Default has\noccurred or would occur from such merger or acquisition.\n\n           If any Acquisition or Investment is hostile, no proceeds of any\nLoan or Letter of Credit may be used, directly or indirectly, therefor\n(\"hostile\" for purposes of this sentence meaning the prior effective written\nconsent of the board of directors or equivalent governing body of the\nacquiree is not obtained).\n\n    8.4    Loans and Investments.  The Borrower shall not purchase or\nacquire, or suffer or permit any Material Subsidiary to purchase or acquire,\nor make any commitment therefor, any capital stock, equity interest, or any\nobligations or other securities of, or any interest in, any Person, or make\nor commit to make any advance, loan, extension of credit or capital\ncontribution to or any other investment in, any Person including any\nAffiliate of the Borrower (together, but excluding Acquisitions,\n\"Investments\"), except for:\n\n         (a)    Investments held by the Borrower or any Material Subsidiary\nin the form of cash equivalents;\n\n         (b)    extensions of credit in the nature of accounts receivable or\nnotes receivable arising from the sale or lease of goods or services in the\nordinary course of business;\n\n         (c)    extensions of credit by the Borrower to any of its\nSubsidiaries or by any of its Subsidiaries to another of its Subsidiaries;\n\n                                      59\n\n         (d)    (i) Investments in any distributor of the Borrower's\nproducts or any supplier of raw materials or services useful to the business\nof the Borrower and its Subsidiaries (other than the acquisition of such\nPerson by the Borrower or its Subsidiaries), or in any partnership or\ncorporation with others, (ii) Joint-Ventures and (iii) other Investments,\nprovided, that (A) the book value (as to the Borrower) of any such Investment\nor Joint-Venture, together with such value of all prior Investments or Joint-\nVentures described in clauses (i) through (iii) of this Section 8.4(d)\nundertaken by the Borrower and its Subsidiaries after the Closing Date, shall\nnot exceed at the time of such Investment or Joint Venture, 15% of\nConsolidated Tangible Net Worth as calculated as of the most recent fiscal\nquarter prior to such Investment or Joint-Venture, (B) such Investments and\nJoint-Ventures are undertaken in accordance with all applicable Requirements\nof Law and (C) immediately prior to and after giving effect thereto, no\nDefault or Event of Default shall exist or be continuing;\n\n         (e)    Investments constituting Permitted Swap Obligations or\npayments or advances under Swap Contracts relating to Permitted Swap\nObligations;\n\n         (f)    Investments complying with the investment policy for the\nBorrower and its Subsidiaries described on Schedule 8.4(f), as such schedule\nmay be amended from time to time;\n\n         (g)    contributions, loans or advances to, or guarantees of, the\nBorrower or any Subsidiary in connection with the Permitted Receivables\nPurchase Facility; and\n\n         (h)    loans to employees of the Borrower or any of its\nSubsidiaries (i) not to exceed $20,000,000, exclusive of any loans permitted\npursuant to clause (ii), (valued without regard to any write-down due to\nuncollectability) at any one time outstanding for all such loans to all\nemployees of the Borrower and its Subsidiaries in the aggregate, or (ii) in\nthe ordinary course of business with respect to travel and relocation\nexpenses.\n\n    8.5    Transactions with Affiliates.  The Borrower shall not, and shall\nnot suffer or permit any Material Subsidiary to, enter into any transaction\nwith any Affiliate of the Borrower, except (i) transactions upon fair and\nreasonable terms no less favorable to the Borrower or such Material\nSubsidiary than it would obtain in a comparable arm's-length transaction with\na Person not an Affiliate of the Borrower or such Material Subsidiary and\n(ii) transactions between Material Subsidiaries of the Borrower and\ntransactions between the Borrower and its Material Subsidiaries on terms fair\nand reasonable to all interested parties and undertaken by all such parties\nin good faith and in the ordinary course of business.\n\n    8.6    Use of Proceeds.  The Borrower shall not, and shall not suffer or\npermit any Subsidiary to, use any portion of the Loan proceeds or any Letter\nof Credit, directly or indirectly, (i) to purchase or carry Margin Stock,\n(ii) to repay or otherwise refinance indebtedness of the Borrower or others\nincurred to purchase or carry Margin Stock,\n\n                                      60\n\n(iii) to extend credit for the purpose of purchasing or carrying any Margin\nStock, or (iv) to acquire any security in any transaction that is subject to\nSection 13 or 14 of the Exchange Act.\n\n    8.7    Contingent Obligations.  The Borrower shall not, and shall not\nsuffer or permit any Material Subsidiary to, create, incur, assume or suffer\nto exist any Contingent Obligations except:\n\n         (a)    endorsements for collection or deposit in the ordinary\ncourse of business;\n\n         (b)    Permitted Swap Obligations;\n\n         (c)    L\/C Obligations in favor of BofA or any Affiliate of BofA in\nconnection with the Permitted Receivables Purchase Facility;\n\n         (d)    Contingent Obligations in favor of BofA or any Affiliate of\nBofA including, without limitation, in the form of recourse to the Borrower\nor guaranties by the Borrower in connection with the Permitted Receivables\nPurchase Facility or the Multicurrency Note Purchase Facility;\n\n         (e)    Contingent Obligations of the Borrower and its Subsidiaries\nexisting as of the Closing Date and listed in Schedule 8.7(e) and any\nrenewals, extensions or modifications thereof so long as the aggregate amount\nof such Contingent Obligations does not increase from the amount existing on\nthe Closing Date;\n\n         (f)    Contingent Obligations incurred in the ordinary course of\nbusiness and not exceeding at any time $30,000,000 in the aggregate in\nrespect of the Borrower and its Subsidiaries together;\n\n         (g)    Contingent Obligations arising under the Loan Documents;\n\n         (h)    Contingent Obligations arising in connection with\nIndebtedness of any Subsidiary of the Borrower, provided, that such\nIndebtedness is otherwise permitted by this Credit Agreement; and\n\n         (i)    Contingent Obligations of the Borrower pursuant to\nguaranties in favor of Leasetec Corporation and other leasing partners (or\nany of their successors or assigns) so long as the aggregate amount thereof\ndoes not exceed at any time $50,000,000.\n\n    8.8    Restricted Payments.  The Borrower shall not, and shall not\nsuffer or permit any Subsidiary to, declare or make any dividend payment or\nother distribution of assets, properties, cash, rights, obligations or\nsecurities on account of any shares of any class of its capital stock, except\nthat the Borrower may (so long as there is no Default or Event of Default):\n\n                                      61\n\n         (a)    declare and make dividend payments or other distributions\npayable solely in its common stock; and\n\n         (b)    declare and make dividend payments in cash, so long as in\nthe aggregate the amount of cash used by the Borrower pursuant to this clause\n(b) does not exceed $50,000,000 during the initial term of this facility;\n\n           provided further that (so long as there is no Default or Event of\nDefault) any Subsidiary may pay cash dividends or make other distributions to\nthe Borrower or, in the ordinary course of business of the Borrower and its\nSubsidiaries taken as a whole, any other Subsidiary.\n\n    8.9    ERISA.  The Borrower shall not, and shall not suffer or permit\nany of its ERISA Affiliates to:  (a) engage in a prohibited transaction or\nviolation of the fiduciary responsibility rules with respect to any Plan\nwhich has resulted or could reasonably expected to result in liabilities of\nthe Borrower in an aggregate amount in excess of $10,000,000; or (b) engage\nin a transaction that could be subject to Section 4069 or 4212(c) of ERISA.\n\n    8.10   Change in Business.  The Borrower shall not make any material\nchange in the nature of its business as conducted on the Closing Date.\n\n    8.11   Accounting Changes.  The Borrower shall not and shall not suffer\nor permit any Material Subsidiary to, make any significant change in\naccounting treatment or reporting practices, except as required by GAAP, or\nchange the fiscal year of each the Borrower or any Material Subsidiary.\n\n\n                                  ARTICLE IX\n\n                              EVENTS OF DEFAULT\n                              -----------------\n\n    9.1    Event of Default.  Any of the following events shall constitute\nan \"Event of Default\":\n\n         (a)    Non-Payment.  The Borrower fails to pay, (i) when and as\nrequired to be paid herein, any amount of principal of any Loan or of any L\/C\nObligation, or (ii) within two Business Days after the same becomes due, any\ninterest, fee or any other amount payable hereunder or under any other Loan\nDocument; or\n\n         (b)    Representation or Warranty.  Any representation or warranty\nby the Borrower made or deemed made herein, in any other Loan Document, or\nwhich is contained in any certificate, document or financial or other\nstatement by the Borrower, or any Responsible Officer, furnished at any time\nunder this Agreement, or in or under any other Loan Document, is incorrect in\nany material respect on or as of the date made or deemed made; or\n\n                                      62\n\n         (c)    Specific Defaults.  The Borrower (i) fails to perform or\nobserve any term, covenant or agreement contained in Sections 7.3, 7.4, 7.11\nor 7.13 or in Article VIII; or (ii) fails to perform or observe any term,\ncovenant or agreement contained in Sections 7.1, 7.2 or 7.9 and such failure\nshall continue for five Business Days; or\n\n         (d)    Other Defaults.  The Borrower or any Subsidiary party\nthereto fails to perform or observe any other term or covenant contained in\nthis Agreement or any other Loan Document, and such default shall continue\nunremedied for a period of 30 days after the earlier of (i) the date upon\nwhich a Responsible Officer knew or reasonably should have known of such\nfailure or (ii) the date upon which written notice thereof is given to the\nBorrower by the Agent or any Bank; or\n\n         (e)    Cross-Default.  The Borrower or any Subsidiary (i) fails to\nmake any payment in respect of any Indebtedness or Contingent Obligation\n(other than Indebtedness or Contingent Obligations hereunder), having an\naggregate principal amount (including undrawn committed or available amounts\nand including amounts owing to all creditors under any combined or syndicated\ncredit arrangement) of more than $10,000,000 when due (whether by scheduled\nmaturity, required prepayment, acceleration, demand, or otherwise) and such\nfailure shall continue for five Business Days; or (ii) fails to perform or\nobserve any other condition or covenant, or any other event shall occur or\ncondition exist, under any agreement or instrument relating to any such\nIndebtedness or Contingent Obligation, if the effect of such failure, event\nor condition is to cause, or to permit the holder or holders of such\nIndebtedness or beneficiary or beneficiaries of such Indebtedness (or a\ntrustee or agent on behalf of such holder or holders or beneficiary or\nbeneficiaries) to cause such Indebtedness to be declared to be due and\npayable prior to its stated maturity, or such Contingent Obligation to become\npayable or cash collateral in respect thereof to be demanded; or\n\n         (f)    Insolvency; Voluntary Proceedings.  The Borrower or any\nMaterial Subsidiary (i) ceases or fails to be solvent, or generally fails to\npay, or admits in writing its inability to pay, its debts as they become due,\nsubject to applicable grace periods, if any, whether at stated maturity or\notherwise; (ii) voluntarily ceases to conduct its business in the ordinary\ncourse; (iii) commences any Insolvency Proceeding with respect to itself; or\n(iv) takes any action to effectuate or authorize any of the foregoing; or\n\n         (g)    Involuntary Proceedings.  (i) Any involuntary Insolvency\nProceeding is commenced or filed against the Borrower or any Material\nSubsidiary, or any writ, judgment, warrant of attachment, execution or\nsimilar process, is issued or levied against a substantial part of the\nBorrower's or any Material Subsidiary's properties, and any such proceeding\nor petition shall not be dismissed, or such writ, judgment, warrant of\nattachment, execution or similar process shall not be released, vacated or\nfully bonded within 60 days after commencement, filing or levy; (ii) the\nBorrower or any Material Subsidiary admits the material allegations of a\npetition against it in any Insolvency Proceeding, or an order for relief (or\nsimilar order under non-U.S.\n\n                                      63\n\nlaw) is ordered in any Insolvency Proceeding; or (iii) the Borrower or any\nMaterial Subsidiary acquiesces in the appointment of a receiver, trustee,\ncustodian, conservator, liquidator, mortgagee in possession (or agent\ntherefor), or other similar Person for itself or a substantial portion of its\nproperty or business; or\n\n         (h)    ERISA.  (i) An ERISA Event shall occur with respect to a\nPension Plan or Multiemployer Plan which has resulted or could reasonably be\nexpected to result in liability of the Borrower under Title IV of ERISA to\nthe Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in\nexcess of $10,000,000; (ii) the aggregate amount of Unfunded Pension\nLiability among all Pension Plans at any time exceeds $10,000,000; or\n(iii) the Borrower or any ERISA Affiliate shall fail to pay when due, after\nthe expiration of any applicable grace period, any installment payment with\nrespect to its withdrawal liability under Section 4201 of ERISA under a\nMultiemployer Plan in an aggregate amount in excess of $10,000,000; or\n\n         (i)    Monetary Judgments.  One or more non-interlocutory\njudgments, non-interlocutory orders, decrees or arbitration awards is entered\nagainst the Borrower or any Subsidiary involving in the aggregate a liability\n(to the extent not covered by independent third-party insurance as to which\nthe insurer does not dispute coverage) as to any single or related series of\ntransactions, incidents or conditions, of $10,000,000 or more, and the same\nshall remain unvacated and unstayed pending appeal for a period of 10 days\nafter the entry thereof; or\n\n         (j)    Non-Monetary Judgments.  Any non-monetary judgment, order or\ndecree is entered against the Borrower or any Subsidiary which does or would\nreasonably be expected to have a Material Adverse Effect, and there shall be\nany period of 30 consecutive days during which a stay of enforcement of such\njudgment or order, by reason of a pending appeal or otherwise, shall not be\nin effect; or\n\n         (k)    Change of Control.  There occurs any Change of Control; or\n\n         (l)    Adverse Change.  There occurs a Material Adverse Effect.\n\n    9.2    Remedies.  If any Event of Default occurs and is continuing, the\nAgent shall, at the request of, or may, with the consent of, the Required\nBanks,\n\n         (a)    declare the obligation of each Bank to make Loans and the\nobligation of the Swingline Bank to make Swingline Loans, and any obligation\nof the Issuing Bank to Issue Letters of Credit to be terminated, whereupon\nsuch obligations and such Bank's Commitments shall be terminated;\n\n         (b)    declare an amount equal to the maximum aggregate amount that\nis or at any time thereafter may become available for drawing under any\noutstanding Letters of Credit (whether or not any beneficiary shall have\npresented, or shall be entitled at such time to present, the drafts or other\ndocuments required to draw under such Letters of Credit) to be immediately\ndue and payable, and declare the unpaid\n\n                                      64\n\nprincipal amount of all outstanding Loans, all interest accrued and unpaid\nthereon, and all other amounts owing or payable hereunder or under any other\nLoan Document to be immediately due and payable, without presentment, demand,\nprotest or other notice of any kind, all of which are hereby expressly waived\nby the Borrower; and\n\n         (c)    exercise on behalf of itself and the Banks all rights and\nremedies available to it and the Banks under the Loan Documents or applicable\nlaw;\n\nprovided, however, that upon the occurrence of any event specified in\nsubsection (f) or (g) of Section 9.1 (in the case of clause (i) of subsection\n(g) upon the expiration of the 60-day period mentioned therein), the\nobligation of each Bank to make Loans and any obligation of the Issuing Bank\nto Issue Letters of Credit shall automatically terminate and the unpaid\nprincipal amount of all outstanding Loans and all interest and other amounts\nas aforesaid shall automatically become due and payable without further act\nof the Agent, the Issuing Bank or any Bank.\n\n    9.3    Certain Financial Covenant Defaults.  In the event that, after\ntaking into account any extraordinary charge to earnings taken or to be taken\nas of the end of any fiscal period of the Borrower (a \"Charge\"), and if\nsolely by virtue of such Charge, there would exist an Event of Default due to\nthe breach of any of Section 7.13 as of such fiscal period end date, such\nEvent of Default shall be deemed to arise upon the earlier of (a) the date\nafter such fiscal period end date on which the Borrower announces publicly it\nwill take, is taking or has taken such Charge (including an announcement in\nthe form of a statement in a report filed with the SEC) or, if such\nannouncement is made prior to such fiscal period end date, the date that is\nsuch fiscal period end date, and (b) the date the Borrower delivers to the\nAgent its audited annual or unaudited quarterly financial statements in\nrespect of such fiscal period reflecting such Charge as taken.\n\n\n                                  ARTICLE X\n\n                                  THE AGENT\n                                  ---------\n\n    10.1   Appointment and Authorization; \"Agent\".  (a) Each Bank hereby\nirrevocably (subject to Section 10.9) appoints, designates and authorizes the\nAgent to take such action on its behalf under the provisions of this\nAgreement and each other Loan Document and to exercise such powers and\nperform such duties as are expressly delegated to it by the terms of this\nAgreement or any other Loan Document, together with such powers as are\nreasonably incidental thereto.  Notwithstanding any provision to the contrary\ncontained elsewhere in this Agreement or in any other Loan Document, the\nAgent shall not have any duties or responsibilities, except those expressly\nset forth herein, nor shall the Agent have or be deemed to have any fiduciary\nrelationship with any Bank, and no implied covenants, functions,\nresponsibilities, duties, obligations or liabilities shall be read into this\nAgreement or any other Loan Document or otherwise exist against the Agent.\nWithout limiting the generality of the foregoing sentence, the use of the\nterm \"agent\" in this Agreement with reference to the Agent is not intended to\n\n                                      65\n\nconnote any fiduciary or other implied (or express) obligations arising under\nagency doctrine of any applicable law.  Instead, such term is used merely as\na matter of market custom, and is intended to create or reflect only an\nadministrative relationship between independent contracting parties.\n\n         (b)    The Issuing Bank shall act on behalf of the Banks with\nrespect to any Letters of Credit Issued by it and the documents associated\ntherewith until such time and except for so long as the Agent may agree at\nthe request of the Required Banks to act for such Issuing Bank with respect\nthereto; provided, however, that the Issuing Bank shall have all of the\nbenefits and immunities (i) provided to the Agent in this Article X with\nrespect to any acts taken or omissions suffered by the Issuing Bank in\nconnection with Letters of Credit Issued by it or proposed to be Issued by it\nand the application and agreements for letters of credit pertaining to the\nLetters of Credit as fully as if the term \"Agent\", as used in this Article X,\nincluded the Issuing Bank with respect to such acts or omissions, and (ii) as\nadditionally provided in this Agreement with respect to the Issuing Bank.\n\n    10.2   Delegation of Duties.  The Agent may execute any of its duties\nunder this Agreement or any other Loan Document by or through agents,\nemployees or attorneys-in-fact and shall be entitled to advice of counsel\nconcerning all matters pertaining to such duties.  The Agent shall not be\nresponsible for the negligence or misconduct of any agent or attorney-in-fact\nthat it selects with reasonable care.\n\n    10.3   Liability of Agent.  None of the Agent-Related Persons shall\n(i) be liable for any action taken or omitted to be taken by any of them\nunder or in connection with this Agreement or any other Loan Document or the\ntransactions contemplated hereby (except for its own gross negligence or\nwillful misconduct), or (ii) be responsible in any manner to any of the Banks\nfor any recital, statement, representation or warranty made by the Borrower\nor any Subsidiary or Affiliate of the Borrower, or any officer thereof,\ncontained in this Agreement or in any other Loan Document, or in any\ncertificate, report, statement or other document referred to or provided for\nin, or received by the Agent under or in connection with, this Agreement or\nany other Loan Document, or the validity, effectiveness, genuineness,\nenforceability or sufficiency of this Agreement or any other Loan Document,\nor for any failure of the Borrower or any other party to any Loan Document to\nperform its obligations hereunder or thereunder.  No Agent-Related Person\nshall be under any obligation to any Bank to ascertain or to inquire as to\nthe observance or performance of any of the agreements contained in, or\nconditions of, this Agreement or any other Loan Document, or to inspect the\nproperties, books or records of the Borrower or any of the Borrower's\nSubsidiaries or Affiliates.\n\n    10.4   Reliance by Agent.  (a) The Agent shall be entitled to rely, and\nshall be fully protected in relying, upon any writing, resolution, notice,\nconsent, certificate, affidavit, letter, telegram, facsimile, telex or\ntelephone message, statement or other document or conversation believed by it\nto be genuine and correct and to have been signed, sent or made by the proper\nPerson or Persons, and upon advice and statements of legal counsel (including\ncounsel to the Borrower), independent accountants and other\n\n                                      66\n\nexperts selected by the Agent. The Agent shall be fully justified in failing\nor refusing to take any action under this Agreement or any other Loan\nDocument unless it shall first receive such advice or concurrence of the\nRequired Banks as it deems appropriate and, if it so requests, it shall first\nbe indemnified to its satisfaction by the Banks against any and all liability\nand expense which may be incurred by it by reason of taking or continuing to\ntake any such action.  The Agent shall in all cases be fully protected in\nacting, or in refraining from acting, under this Agreement or any other Loan\nDocument in accordance with a request or consent of the Required Banks and\nsuch request and any action taken or failure to act pursuant thereto shall be\nbinding upon all of the Banks.\n\n         (b)    For purposes of determining compliance with the conditions\nspecified in Section 5.1, each Bank that has executed this Agreement shall be\ndeemed to have consented to, approved or accepted or to be satisfied with,\neach document or other matter either sent (or made available) by the Agent to\nsuch Bank for consent, approval, acceptance or satisfaction, or required\nthereunder to be consented to or approved by or acceptable or satisfactory to\nsuch Bank, unless an officer of the Agent responsible for the transactions\ncontemplated by the Loan Documents shall have received notice from such Bank\nprior to the Closing Date specifying its objection thereto and such objection\nshall not have been withdrawn by notice to the Agent to that effect on or\nprior to the Closing Date.\n\n    10.5   Notice of Default.  The Agent shall not be deemed to have\nknowledge or notice of the occurrence of any Default or Event of Default,\nexcept with respect to defaults in the payment of principal, interest and\nfees required to be paid to the Agent for the account of the Banks, unless\nthe Agent shall have received written notice from a Bank or the Borrower\nreferring to this Agreement, describing such Default or Event of Default and\nstating that such notice is a \"notice of default\".  The Agent will notify the\nBanks of its receipt of any such notice.  The Agent shall take such action\nwith respect to such Default or Event of Default as may be requested by the\nRequired Banks in accordance with Article IX; provided, however, that unless\nand until the Agent has received any such request, the Agent may (but shall\nnot be obligated to) take such action, or refrain from taking such action,\nwith respect to such Default or Event of Default as it shall deem advisable\nor in the best interest of the Banks.\n\n    10.6   Credit Decision.  Each Bank acknowledges that none of the\nAgent-Related Persons has made any representation or warranty to it, and that\nno act by the Agent hereinafter taken, including any review of the affairs of\nthe Borrower and its Subsidiaries, shall be deemed to constitute any\nrepresentation or warranty by any Agent-Related Person to any Bank.  Each\nBank represents to the Agent that it has, independently and without reliance\nupon any Agent-Related Person and based on such documents and information as\nit has deemed appropriate, made its own appraisal of and investigation into\nthe business, prospects, operations, property, financial and other condition\nand creditworthiness of the Borrower and its Subsidiaries, the value of and\ntitle to any collateral, and all applicable bank regulatory laws relating to\nthe transactions contemplated hereby, and made its own decision to enter into\nthis Agreement and to extend credit to the Borrower hereunder.  Each Bank\nalso represents that it will,\n\n                                      67\n\nindependently and without reliance upon any Agent-Related Person and based on\nsuch documents and information as it shall deem appropriate at the time,\ncontinue to make its own credit analysis, appraisals and decisions in taking\nor not taking action under this Agreement and the other Loan Documents, and\nto make such investigations as it deems necessary to inform itself as to the\nbusiness, prospects, operations, property, financial and other condition and\ncreditworthiness of the Borrower.  Except for notices, reports and other\ndocuments expressly herein required to be furnished to the Banks by the\nAgent, the Agent shall not have any duty or responsibility to provide any\nBank with any credit or other information concerning the business, prospects,\noperations, property, financial and other condition or creditworthiness of\nthe Borrower which may come into the possession of any of the Agent-Related\nPersons.\n\n    10.7   Indemnification of Agent.  Whether or not the transactions\ncontemplated hereby are consummated, the Banks shall indemnify upon demand\nthe Agent-Related Persons (to the extent not reimbursed by or on behalf of\nthe Borrower and without limiting the obligation of the Borrower to do so),\nin accordance with the Banks' Pro Rata Shares from and against any and all\nIndemnified Liabilities; provided, however, that no Bank shall be liable for\nthe payment to the Agent-Related Persons of any portion of such Indemnified\nLiabilities to the extent that they are found by a final decision of a court\nof competent jurisdiction to have resulted solely from such Person's gross\nnegligence or willful misconduct.  Without limitation of the foregoing, each\nBank shall reimburse the Agent upon demand for its ratable share of any costs\nor out-of-pocket expenses (including Attorney Costs) incurred by the Agent in\nconnection with the preparation, execution, delivery, administration,\nmodification, amendment or enforcement (whether through negotiations, legal\nproceedings or otherwise) of, or legal advice in respect of rights or\nresponsibilities under, this Agreement, any other Loan Document, or any\ndocument contemplated by or referred to herein, to the extent that the Agent\nis not reimbursed for such expenses by or on behalf of the Borrower.  The\nundertaking in this Section shall survive the payment of all Obligations\nhereunder and the resignation or replacement of the Agent.\n\n    10.8   Agent in Individual Capacity.  BofA and its Affiliates may make\nloans to, issue letters of credit for the account of, accept deposits from,\nacquire equity interests in and generally engage in any kind of banking,\ntrust, financial advisory, underwriting or other business with the Borrower\nand its Subsidiaries and Affiliates as though BofA were not the Agent or the\nIssuing Bank hereunder and without notice to or consent of the Banks.  The\nBanks acknowledge that, pursuant to such activities, BofA or its Affiliates\nmay receive information regarding the Borrower or its Affiliates (including\ninformation that may be subject to confidentiality obligations in favor of\nthe Borrower or such Subsidiary) and acknowledge that the Agent shall be\nunder no obligation to provide such information to them.  With respect to its\nLoans, BofA shall have the same rights and powers under this Agreement as any\nother Bank and may exercise the same as though it were not the Agent or the\nIssuing Bank.\n\n    10.9   Successor Agent.  The Agent may, and at the request of the\nRequired Banks shall, resign as Agent upon 30 days' notice to the Banks.  If\nthe Agent resigns\n\n                                      68\n\nunder this Agreement, the Required Banks shall appoint from among the Banks a\nsuccessor agent for the Banks.  If no successor agent is appointed prior to\nthe effective date of the resignation of the Agent, the Agent may appoint,\nafter consulting with the Banks and the Borrower, a successor agent from\namong the Banks.  Upon the acceptance of its appointment as successor agent\nhereunder, such successor agent shall succeed to all the rights, powers and\nduties of the retiring Agent and the term \"Agent\" shall mean such successor\nagent and the retiring Agent's appointment, powers and duties as Agent shall\nbe terminated. After any retiring Agent's resignation hereunder as Agent, the\nprovisions of this Article X and Sections 11.4 and 11.5 shall inure to its\nbenefit as to any actions taken or omitted to be taken by it while it was\nAgent under this Agreement.  If no successor agent has accepted appointment\nas Agent by the date which is 30 days following a retiring Agent's notice of\nresignation, the retiring Agent's resignation shall nevertheless thereupon\nbecome effective and the Banks shall perform all of the duties of the Agent\nhereunder until such time, if any, as the Required Banks appoint a successor\nagent as provided for above.  Notwithstanding the foregoing, however, BofA\nmay not be removed as the Agent at the request of the Required Banks unless\nBofA shall also simultaneously be replaced as \"Issuing Bank\" and \"Swingline\nBank\" hereunder pursuant to documentation in form and substance reasonably\nsatisfactory to BofA (which documentation, among other things, will deal with\nreplacement and cancellation of all outstanding Letters of Credit and the\npayment of all outstanding Swingline Loans in a manner satisfactory to BofA).\n\n    10.10  Withholding Tax.  (a) If any Bank is a \"foreign corporation,\npartnership or trust\" within the meaning of the Code and such Bank claims\nexemption from, or a reduction of, U.S. withholding tax under Sections 1441\nor 1442 of the Code, such Bank agrees to deliver to the Agent and the\nBorrower:\n\n                (i)    if such Bank claims an exemption from, or a reduction\n     of, withholding tax under a United States tax treaty, two properly\n     completed and executed copies of IRS Form 1001 before the payment of any\n     interest or fees in the first calendar year and before the payment of\n     any interest or fees in each third succeeding calendar year during which\n     interest or fees may be paid under this Agreement;\n\n                (ii)   if such Bank claims that interest paid under this\n     Agreement is exempt from United States withholding tax because it is\n     effectively connected with a United States trade or business of such\n     Bank, two properly completed and executed copies of IRS Form 4224 before\n     the payment of any interest or fees is due in the first taxable year of\n     such Bank and in each succeeding taxable year of such Bank during which\n     interest or fees may be paid under this Agreement; and\n\n                (iii)  such other form or forms as may be required under the\n     Code or other laws of the United States as a condition to exemption\n     from, or reduction of, United States withholding tax.\n\n                                      69\n\nSuch Bank agrees to promptly notify the Agent and the Borrower of any change\nin circumstances which would modify or render invalid any claimed exemption\nor reduction.\n\n         (b)    If any Bank claims exemption from, or reduction of,\nwithholding tax under a United States tax treaty by providing IRS Form 1001\nand such Bank sells, assigns, grants a participation in, or otherwise\ntransfers all or part of the Obligations of the Borrower owing to such Bank,\nsuch Bank agrees to notify the Agent and the Borrower of the percentage\namount in which it is no longer the beneficial owner of Obligations of the\nBorrower owing to such Bank.  To the extent of such percentage amount, the\nAgent and the Borrower will treat such Bank's IRS Form 1001 as no longer\nvalid.\n\n         (c)    If any Bank claiming exemption from United States\nwithholding tax by filing IRS Form 4224 with the Agent and the Borrower\nsells, assigns, grants a participation in, or otherwise transfers all or part\nof the Obligations of the Borrower to such Bank, such Bank agrees to\nundertake sole responsibility for complying with the withholding tax\nrequirements imposed by Sections 1441 and 1442 of the Code.\n\n         (d)    If any Bank is entitled to a reduction in the applicable\nwithholding tax, the Borrower (or if not withheld by the Borrower the Agent)\nmay withhold from any interest payment to such Bank, or to the Agent on\nbehalf of such Bank, an amount equivalent to the applicable withholding tax\nafter taking into account such reduction.  However, if the forms or other\ndocumentation required by subsection (a) of this Section are not delivered to\nthe Agent and the Borrower, then the Borrower (or the Agent, if not withheld\nby the Borrower) may withhold from any interest payment to such Bank, or to\nthe Agent on behalf of such Bank, not providing such forms or other\ndocumentation an amount equivalent to the applicable withholding tax imposed\nby Sections 1441 and 1442 of the Code, without reduction.\n\n         (e)    If the IRS or any other Governmental Authority of the United\nStates or other jurisdiction asserts a claim that the Borrower or the Agent\ndid not properly withhold tax from amounts paid to or for the account of any\nBank (because the appropriate form was not delivered or was not properly\nexecuted, or because such Bank failed to notify the Borrower or the Agent of\na change in circumstances which rendered the exemption from, or reduction of,\nwithholding tax ineffective, or for any other reason) such Bank shall\nindemnify the Borrower or the Agent fully for all amounts paid, directly or\nindirectly, by the Borrower or the Agent as tax or otherwise, including\npenalties and interest, and including any taxes imposed by any jurisdiction\non the amounts payable to the Borrower or the Agent under this Section,\ntogether with all costs and expenses (including Attorney Costs).  The\nobligation of the Banks under this subsection shall survive the payment of\nall Obligations and the resignation or replacement of the Agent.\n\n                                      70\n\n                                  ARTICLE XI\n\n                                MISCELLANEOUS\n                                -------------\n\n    11.1   Amendments and Waivers.  No amendment or waiver of any provision\nof this Agreement or any other Loan Document, and no consent with respect to\nany departure by the Borrower or any applicable Subsidiary therefrom, shall\nbe effective unless the same shall be in writing and signed by the Required\nBanks (or by the Agent at the written request of the Required Banks) and the\nBorrower and acknowledged by the Agent, and then any such waiver or consent\nshall be effective only in the specific instance and for the specific purpose\nfor which given; provided, however, that no such waiver, amendment, or\nconsent shall, unless in writing and signed by all the Banks and the Borrower\nand acknowledged by the Agent, do any of the following:\n\n         (a)    increase or extend the Commitment of any Bank or the\nSwingline Commitment of the Swingline Bank;\n\n         (b)    postpone or delay any date fixed by this Agreement or any\nother Loan Document for any payment of principal, interest, fees or other\namounts due to the Banks (or any of them) hereunder or under any other Loan\nDocument;\n\n         (c)    reduce the principal of, or the rate of interest specified\nherein on any Loan, or any fees or other amounts payable hereunder or under\nany other Loan Document;\n\n         (d)    change the percentage of the Commitments or of the aggregate\nunpaid principal amount of the Loans which is required for the Banks or any\nof them to take any action hereunder; or\n\n         (e)    amend this Section, or Section 2.14, or any provision herein\nproviding for consent or other action by all Banks;\n\nand, provided, further, that (i) no amendment, waiver or consent shall,\nunless in writing and signed by the Issuing Bank in addition to the Required\nBanks or all the Banks, as the case may be, affect the rights or duties of\nthe Issuing Bank under this Agreement or any L\/C-Related Document relating to\nany Letter of Credit Issued or to be Issued by it, and (ii) no amendment,\nwaiver or consent shall, unless in writing and signed by the Agent in\naddition to the Required Banks or all the Banks, as the case may be, affect\nthe rights or duties of the Agent under this Agreement or any other Loan\nDocument.\n\n    11.2   Notices.  (a) All notices, requests, consents, approvals, waivers\nand other communications shall be in writing (including, unless the context\nexpressly otherwise provides, by facsimile transmission, provided that any\nmatter transmitted by the Borrower by facsimile (i) shall be immediately\nconfirmed by a telephone call to the recipient at the number specified on\nSchedule 11.2, and (ii) shall be followed promptly by delivery of a hard copy\noriginal thereof) and mailed, faxed or delivered, to the\n\n                                      71\n\naddress or facsimile number specified for notices on Schedule 11.2; or, as\ndirected to the Borrower or the Agent, to such other address as shall be\ndesignated by such party in a written notice to the other parties, and as\ndirected to any other party, at such other address as shall be designated by\nsuch party in a written notice to the Borrower and the Agent.  All notices to\nthe Borrower shall be sent to Storage Technology Corporation, 2270 South 88th\nStreet, Louisville, CO 80028-4302, Attention:  Assistant Treasurer, Telecopy\nNo.:  (303) 673-2837.\n\n         (b)    All such notices, requests and communications shall, when\ntransmitted by overnight delivery, or faxed, be effective when delivered for\novernight (next-day) delivery, or transmitted in legible form by facsimile\nmachine, respectively, or if mailed, upon the third Business Day after the\ndate deposited into the U.S. mails, or if delivered, upon delivery; except\nthat notices pursuant to Article II, III or X to the Agent shall not be\neffective until actually received by the Agent, and notices pursuant to\nArticle III to the Issuing Bank shall not be effective until actually\nreceived by the Issuing Bank at the address specified for the \"Issuing Bank\"\non the applicable signature page hereof.\n\n         (c)    Any agreement of the Agent and the Banks herein to receive\ncertain notices by telephone or facsimile is solely for the convenience and\nat the request of the Borrower.  The Agent and the Banks shall be entitled to\nrely on the authority of any Person purporting to be a Person authorized by\nthe Borrower to give such notice and the Agent and the Banks shall not have\nany liability to the Borrower or other Person on account of any action taken\nor not taken by the Agent or the Banks in reliance upon such telephonic or\nfacsimile notice.  The obligation of the Borrower to repay the Loans and L\/C\nObligations shall not be affected in any way or to any extent by any failure\nby the Agent and the Banks to receive written confirmation of any telephonic\nor facsimile notice or the receipt by the Agent and the Banks of a\nconfirmation which is at variance with the terms understood by the Agent and\nthe Banks to be contained in the telephonic or facsimile notice.\n\n    11.3   No Waiver; Cumulative Remedies.  No failure to exercise and no\ndelay in exercising, on the part of the Agent or any Bank, any right, remedy,\npower or privilege hereunder, shall operate as a waiver thereof; nor shall\nany single or partial exercise of any right, remedy, power or privilege\nhereunder preclude any other or further exercise thereof or the exercise of\nany other right, remedy, power or privilege.  The rights provided for in this\nAgreement and the other Loan Documents are cumulative and are not exclusive\nof any other rights, powers, privileges or remedies provided by law or in\nequity, or under any other instrument, document or agreement now existing or\nhereafter arising.\n\n    11.4   Costs and Expenses.  The Borrower shall:\n\n                whether or not the transactions contemplated hereby are\nconsummated, pay or reimburse the Agent within five Business Days after\ndemand (subject to subsection 5.1(e)) for all costs and expenses incurred by\nthe Agent in\n\n                                      72\n\nconnection with the development, preparation, delivery, ongoing\nadministration and execution of, and any amendment, supplement, waiver or\nmodification to (in each case, whether or not consummated), this Agreement,\nany Loan Document and any other documents prepared in connection herewith or\ntherewith, and the consummation of the transactions contemplated hereby and\nthereby, including reasonable Attorney Costs and search and filing fees and\nexpenses incurred by the Agent with respect thereto;\n\n         (b)    pay or reimburse the Agent and the Arranger and each Bank\nwithin five Business Days after demand (subject to subsection 5.1(e)) for all\ncosts and expenses (including reasonable Attorney Costs and search and filing\nfees and expenses provided that the Borrower shall have been given statements\ncontaining reasonably detailed bills for such fees and expenses) incurred by\nthem in connection with the enforcement or preservation of any rights or\nremedies under this Agreement or any other Loan Document during the existence\nof an Event of Default or after acceleration of the Loans (including in\nconnection with any \"workout\" or restructuring regarding the Loans, and\nincluding in any Insolvency Proceeding or appellate proceeding); and\n\n         (c)    during the continuance of any Event of Default, pay or\nreimburse the Agent within five Business Days after demand for all appraisal\n(including the allocated cost of internal appraisal services), audit,\nenvironmental inspection and review (including the allocated cost of such\ninternal services), incurred or sustained by the Agent in connection with the\nmatters referred to under subsections (a) and (b) of this Section.\n\n    11.5   Borrower's Indemnification.  Whether or not the transactions\ncontemplated hereby are consummated, the Borrower shall indemnify, defend and\nhold the Agent-Related Persons, and each Bank and each of its respective\nofficers, directors, employees, counsel, agents and attorneys-in-fact (each,\nan \"Indemnified Person\") harmless from and against any and all liabilities,\nobligations, losses, damages, penalties, actions, judgments, suits, costs,\ncharges, expenses and disbursements (including Attorney Costs) of any kind or\nnature whatsoever which may at any time (including at any time following\nrepayment of the Loans, the termination of the Letters of Credit and the\ntermination, resignation or replacement of the Agent or replacement of any\nBank) be imposed on, incurred by or asserted against any such Person in any\nway relating to or arising out of this Agreement or any document contemplated\nby or referred to herein, or the transactions contemplated hereby, or any\naction taken or omitted by any such Person under or in connection with any of\nthe foregoing, including with respect to any investigation, litigation or\nproceeding (including any Insolvency Proceeding or appellate proceeding)\nrelated to or arising out of this Agreement or the Loans or Letters of Credit\nor the use of the proceeds thereof, whether or not any Indemnified Person is\na party thereto (all the foregoing, collectively, the \"Indemnified\nLiabilities\"); provided, that the Borrower shall have no obligation hereunder\nto any Indemnified Person with respect to Indemnified Liabilities to the\nextent they are found by a final decision of a court of competent\njurisdiction to have resulted solely from the gross negligence or willful\nmisconduct of such Indemnified Person. The agreements in this Section shall\nsurvive payment of all other Obligations.\n\n                                      73\n\n    11.6   Payments Set Aside.  To the extent that the Borrower makes a\npayment to the Agent or the Banks, or the Agent or the Banks exercise their\nright of set-off, and such payment or the proceeds of such set-off or any\npart thereof are subsequently invalidated, declared to be fraudulent or\npreferential, set aside or required (including pursuant to any settlement\nentered into by the Agent or such Bank in its discretion) to be repaid to a\ntrustee, receiver or any other party, in connection with any Insolvency\nProceeding or otherwise, then (a) to the extent of such recovery the\nobligation or part thereof originally intended to be satisfied shall be\nrevived and continued in full force and effect as if such payment had not\nbeen made or such set-off had not occurred, and (b) each Bank severally\nagrees to pay to the Agent upon demand its pro rata share of any amount so\nrecovered from or repaid by the Agent.\n\n    11.7   Successors and Assigns.  The provisions of this Agreement shall\nbe binding upon and inure to the benefit of the parties hereto and their\nrespective successors and assigns, except that the Borrower may not assign or\ntransfer any of its rights or obligations under this Agreement without the\nprior written consent of the Agent and each Bank.\n\n    11.8   Assignments, Participations, Etc. (a) Any Bank may, with the\nwritten consent of the Borrower at all times other than during the existence\nof an Event of Default and the Agent and the Issuing Bank, (which consents in\neach case shall not be unreasonably withheld), at any time assign and\ndelegate to one or more Eligible Assignees (provided that no written consent\nof the Borrower, the Agent or the Issuing Bank shall be required in\nconnection with any assignment and delegation by a Bank to an Eligible\nAssignee that is an Affiliate of such Bank or that is a Bank then holding a\nCommitment hereunder) (each an \"Assignee\") all, or any ratable part of all,\nof the Loans, the Commitments, the L\/C Obligations and the other rights and\nobligations of such Bank hereunder, provided, that any such assigning Bank\neither retains a Commitment or Loan of at least $15,000,000 or disposes of\nits entire Commitment or Loans and provided further that any Assignee shall\nhave a Commitment or Loans of at least $15,000,000; provided, however, that\nthe Borrower and the Agent may continue to deal solely and directly with such\nBank in connection with the interest so assigned to an Assignee until\n(i) written notice of such assignment, together with payment instructions,\naddresses and related information with respect to the Assignee, shall have\nbeen given to the Borrower and the Agent by such Bank and the Assignee;\n(ii) such Bank and its Assignee shall have delivered to the Borrower and the\nAgent an Assignment and Acceptance in the form of Exhibit E (\"Assignment and\nAcceptance\") together with any Note or Notes subject to such assignment and\n(iii) the assignor Bank or Assignee has paid to the Agent a processing fee in\nthe amount of $3,500.  No Assignee shall be entitled to higher recoveries or\ngreater rights under Sections 4.1, 4.2 and 4.3 than its assignor.\n\n         (b)    From and after the date that the Agent notifies the assignor\nBank that it has received (and provided its consent with respect to) an\nexecuted Assignment and Acceptance and payment of the above-referenced\nprocessing fee, (i) the Assignee thereunder shall be a party hereto and, to\nthe extent that rights and obligations\n\n                                      74\n\nhereunder have been assigned to it pursuant to such Assignment and\nAcceptance, shall have the rights and obligations of a Bank under the Loan\nDocuments, (ii) this Agreement shall be deemed to be amended to the extent,\nbut only to the extent, necessary to reflect the addition of the Assignee and\nthe resulting adjustment of the Commitments and Loans arising therefrom, and\n(iii) the assignor Bank shall, to the extent that rights and obligations\nhereunder and under the other Loan Documents have been assigned by it\npursuant to such Assignment and Acceptance, relinquish its rights and be\nreleased from its obligations under the Loan Documents; provided, however,\nthat the assignor Bank shall not relinquish its rights under Article IV or\nunder Sections 11.4 and 11.5 to the extent such rights relate to the time\nprior to the effective date of the Assignment and Acceptance.  The Commitment\nallocated to each Assignee shall reduce the Commitment of the assigning Bank\npro tanto.\n\n         (c)    Within five Business Days after its receipt of notice by the\nAgent that it has received an executed Assignment and Acceptance and payment\nof the processing fee, (and provided that it consents to such assignment in\naccordance with subsection 11.8(a)), the Borrower shall execute and deliver\nto the Agent, any new Notes requested by such Assignee evidencing such\nAssignee's assigned Loans and Commitment and, if the assignor Bank has\nretained a portion of its Loans and its Commitment, replacement Notes as\nrequested by the assignor Bank evidencing the Loans and Commitment retained\nby such assignor Bank (such Notes to be in exchange for, but not in payment\nof, the Notes held by such Bank).\n\n         (d)    Any Bank may at any time sell to one or more commercial\nbanks or other Persons not Affiliates of the Borrower (a \"Participant\")\nparticipating interests in any Loans, the Commitment of that Bank and the\nother interests of that Bank (the \"originating Bank\") hereunder and under the\nother Loan Documents; provided, however, that (i) the originating Bank's\nobligations under this Agreement shall remain unchanged, (ii) the originating\nBank shall remain solely responsible for the performance of such obligations,\n(iii) the Borrower, the Issuing Bank and the Agent shall continue to deal\nsolely and directly with the originating Bank in connection with the\noriginating Bank's rights and obligations under this Agreement and the other\nLoan Documents, and (iv) no Bank shall transfer or grant any participating\ninterest under which the Participant has rights to approve any amendment to,\nor any consent or waiver with respect to, this Agreement or any other Loan\nDocument, except to the extent such amendment, consent or waiver would\nrequire unanimous consent of the Banks as described in the first proviso to\nSection 11.1. In the case of any such participation, the Participant shall be\nentitled to the benefit of Sections 4.1, 4.3 and 11.5 as though it were also\na Bank hereunder, and not otherwise have any rights under this Agreement, or\nany of the other Loan Documents, and all amounts payable by the Borrower\nhereunder shall be determined as if such Bank had not sold such\nparticipation; except that, if amounts outstanding under this Agreement are\ndue and unpaid, or shall have been declared or shall have become due and\npayable upon the occurrence of an Event of Default, each Participant shall be\ndeemed to have the right of set-off in respect of its participating interest\nin amounts owing under this Agreement to the same extent as if the amount of\nits participating interest were owing directly to it as a Bank under this\nAgreement.\n\n                                      75\n\n         (e)    Notwithstanding any other provision in this Agreement, any\nBank may at any time create a security interest in, or pledge, all or any\nportion of its rights under and interest in this Agreement and any Note held\nby it in favor of any Federal Reserve Bank in accordance with Regulation A of\nthe FRB or U.S. Treasury Regulation 31 CFR Section203.14, and such Federal\nReserve Bank may enforce such pledge or security interest in any manner\npermitted under applicable law.\n\n    11.9   Confidentiality.  Each Bank and the Agent agrees that it will not\ndisclose to any third party any written information marked \"Confidential,\"\n\"Secret,\" \"Top Security,\" \"Protected\" or words of similar import, provided to\nit by the Borrower or any Subsidiary or any oral information which is stated\nto be confidential and which is confirmed as such in writing within seven\ndays; provided, however, that the foregoing will not (i) restrict the ability\nof the Agent, the Banks and any loan participants from freely exchanging such\ninformation among themselves (and their respective employees, attorneys,\nauditors and other professional advisors), (ii) restrict the ability to\ndisclose such information to a prospective Eligible Assignee or participants,\nprovided, that such Eligible Assignee or participants execute a\nconfidentiality agreement with the selling Bank agreeing to be bound by the\nterms hereof prior to disclosure of such information to such Eligible\nAssignee or participant, or (iii) prohibit the disclosure of such information\nto the extent such information (A) becomes publicly available other than\nthrough a breach of this Section 11.9, (B) becomes available through a Person\nother than the Borrower or a Subsidiary of the Borrower, (C) is required to\nbe disclosed pursuant to court order, subpoena, other legal process,\nregulatory request or otherwise by law or (D) is disclosed in litigation with\nthe Borrower or any Subsidiary of the Borrower or in connection with the\nenforcement of remedies by the Agent or Banks after acceleration of the Loans\nor after the Termination Date.\n\n    11.10  Set-off.  In addition to any rights and remedies of the Banks\nprovided by law, if an Event of Default exists or the Loans have been\naccelerated, each Bank is authorized at any time and from time to time,\nwithout prior notice to the Borrower, any such notice being waived by the\nBorrower to the fullest extent permitted by law, to set off and apply any and\nall deposits (general or special, time or demand, provisional or final) at\nany time held by, and other indebtedness at any time owing by, such Bank to\nor for the credit or the account of the Borrower against any and all\nObligations owing to such Bank, now or hereafter existing, irrespective of\nwhether or not the Agent or such Bank shall have made demand under this\nAgreement or any Loan Document and although such Obligations may be\ncontingent or unmatured.  Each Bank agrees promptly to notify the Borrower\nand the Agent after any such set-off and application made by such Bank;\nprovided, however, that the failure to give such notice shall not affect the\nvalidity of such set-off and application.\n\n    11.11  Automatic Debits of Fees.  With respect to any commitment fee,\nletter of credit fee or other fee, or any other cost or expense (including\nAttorney Costs) due and payable to the Agent, the Issuing Bank, BofA or the\nArranger under the Loan Documents, the Borrower hereby irrevocably authorizes\nBofA to debit any deposit account of the Borrower with BofA in an amount such\nthat the aggregate amount\n\n                                      76\n\ndebited from all such deposit accounts does not exceed such fee or other cost\nor expense.  If there are insufficient funds in such deposit accounts to\ncover the amount of the fee or other cost or expense then due, such debits\nwill be reversed (in whole or in part, in BofA's sole discretion) and such\namount not debited shall be deemed to be unpaid.  No such debit under this\nSection shall be deemed a set-off.\n\n    11.12  Notification of Addresses, Lending Offices, Etc. Each Bank shall\nnotify the Agent in writing of any changes in the address to which notices to\nthe Bank should be directed, of addresses of any Lending Office, of payment\ninstructions in respect of all payments to be made to it hereunder and of\nsuch other administrative information as the Agent shall reasonably request.\n\n    11.13  Counterparts.  This Agreement may be executed in any number of\nseparate counterparts, each of which, when so executed, shall be deemed an\noriginal, and all of said counterparts taken together shall be deemed to\nconstitute but one and the same instrument.\n\n    11.14  Severability.  The illegality or unenforceability of any\nprovision of this Agreement or any instrument or agreement required hereunder\nshall not in any way affect or impair the legality or enforceability of the\nremaining provisions of this Agreement or any instrument or agreement\nrequired hereunder.\n\n    11.15  No Third Parties Benefited.  This Agreement is made and entered\ninto for the sole protection and legal benefit of the Borrower, the Banks,\nthe Agent and the Agent-Related Persons, and their permitted successors and\nassigns, and no other Person shall be a direct or indirect legal beneficiary\nof, or have any direct or indirect cause of action or claim in connection\nwith, this Agreement or any of the other Loan Documents.\n\n    11.16  Governing Law and Jurisdiction.  (a) THIS AGREEMENT AND THE NOTES\nSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE\nOF CALIFORNIA; PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS\nARISING UNDER FEDERAL LAW.\n\n         (b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS\nAGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE\nSTATE OF CALIFORNIA OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF\nCALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE\nBORROWER, THE AGENT AND THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS\nPROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE\nBORROWER, THE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING\nANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON\nCONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION\nOR PROCEEDING IN SUCH JURISDICTION IN\n\n                                      77\n\nRESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE BORROWER, THE\nAGENT AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR\nOTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY CALIFORNIA\nLAW.\n\n    11.17  Waiver of Jury Trial.  THE BORROWER, THE BANKS AND THE AGENT EACH\nWAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF\nACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER\nLOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY\nACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE\nPARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR\nASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.\nTHE BORROWER, THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE\nOF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING\nTHE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A\nTRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,\nCOUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO\nCHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN\nDOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL APPLY TO ANY\nSUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS\nAGREEMENT AND THE OTHER LOAN DOCUMENTS.\n\n    11.18  Entire Agreement.  This Agreement, together with the other Loan\nDocuments, embodies the entire agreement and understanding among the\nBorrower, the Banks and the Agent, and supersedes all prior or\ncontemporaneous agreements and understandings of such Persons, verbal or\nwritten, relating to the subject matter hereof and thereof.\n\n    11.19  Certain Closing Date Transitional Matters.\n\n         (a)    On the Closing Date, each Bank and NBD Bank hereby sells and\nassigns, without recourse, an amount of Loans and L\/C Obligations equal to\nthe product of (i) the excess (if any) of its Original Percentage over its\nClosing Date Percentage times (ii) the aggregate principal amount of Loans\nand L\/C Obligations outstanding on such date and each Bank hereby purchases\nan amount of Loans and L\/C Obligations equal to the product of (i) the excess\n(if any) of its Closing Date Percentage over its Original Percentage times\n(ii) the aggregate principal amount of Loans and L\/C Obligations outstanding\non such date.  Each Bank selling Loans and L\/C Obligations hereunder shall be\ndeemed to have sold (and each Bank purchasing Loans and L\/C Obligations shall\nbe deemed to have purchased) a pro rata portion (based on the aggregate\nprincipal amount of Loans and L\/C Obligations then outstanding) of each of\nsuch selling Bank's Loans and L\/C Obligations.  Payments by each Bank\npurchasing\n\n                                      78\n\nLoans and L\/C Obligations hereunder shall be made to the Agent not later than\n12:00 noon, (San Francisco time) in immediately available funds, without\nsetoff, deduction or counterclaim, for the pro rata account (based upon the\noutstanding principal amount of Loans and L\/C Obligations being sold) of each\nselling Bank in an amount equal to the aggregate principal amount of\noutstanding Loans and L\/C Obligations purchased by such Bank.\n\n         (b)    On and after the Closing Date, each Bank shall be entitled\nto receive commitment fees under Section 2.11(a) of the Agreement and\ninterest and fees on Loans and L\/C Obligations and on any other amount due\nunder any Loan Document, in each case, (i) accrued and unpaid before the\nClosing Date in accordance with its Original Percentage and (ii) accrued on\nand after the Closing Date in accordance with its Closing Date Percentage.\n\n         (c)    On and after the Closing Date, to the extent that any\ncommitment and the other rights and obligations of any Bank existing at the\ntime immediately preceding the Closing Date have been assigned or delegated,\nas applicable, to any Bank hereunder, such assignee Bank hereby assumes such\ncommitment and other obligations and shall have the rights and obligations of\na Bank hereunder and under the other Loan Documents and, to the extent that\nany commitment and other obligations of any Bank existing at the time\nimmediately preceding the Closing Date have been delegated by any Bank\npursuant to this Agreement, such assignor Bank shall be released from such\ncommitment and its obligations thereunder and under the other Loan Documents.\n\n     For purposes of this Section, (i) \"Original Percentage\" means, relative\nto any Bank or NBD Bank, the percentage set forth with respect to such Bank\non the schedule attached hereto as Schedule 11.19 and (ii) \"Closing Date\nPercentage\" means, relative to any Bank, the percentage set forth with\nrespect to such Bank on the schedule attached hereto as Schedule 11.19.\n\n    11.20  Termination of Prior Loan Documents.  The Borrower and Storage\nTechnology de Puerto Rico, Inc., by execution of this Agreement, request as\nof the Closing Date that the Agent, the Original Banks and the other\nfinancial institutions party to the Prior Loan Documents, terminate the Prior\nLoan Documents (other than the Existing BofA Letters of Credit) and all of\nthe Commitments thereunder.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed and delivered in San Francisco by their proper and duly\nauthorized officers as of the day and year first above written.\n\n                          [Intentionally left blank]\n\n                                      79\n\n                             STORAGE TECHNOLOGY CORPORATION\n\n\n\n                             By:  \/s\/ Mark McGregor\n                                ----------------------------------\n                             Title:  Vice President and Treasurer\n                                   -------------------------------\n\n                             Acknowledged and agreed as to Section 11.20:\n\n                             STORAGE TECHNOLOGY de PUERTO RICO, INC.\n\n\n\n                             By:  \/s\/ Mark McGregor\n                                ----------------------------------\n                             Title:  Vice President and Treasurer\n                                   -------------------------------\n\n                             BANK OF AMERICA NATIONAL TRUST AND SAVINGS\n                             ASSOCIATION,\n                             as Agent\n\n\n\n                             By:  \/s\/ Kevin McMahon\n                                ----------------------------------\n                             Title:  Managing Director\n                                   -------------------------------\n\n                             BANK OF AMERICA NATIONAL TRUST AND SAVINGS\n                             ASSOCIATION, as a Bank, as Issuing Bank and as\n                             Swingline Bank\n\n\n\n                             By:  \/s\/ Kevin McMahon\n                                ----------------------------------\n                             Title:  Managing Director\n                                   -------------------------------\n\n                                      80\n\n                             BANK OF MONTREAL\n\n\n\n                             By:  \/s\/ Beverly Blucher\n                                ----------------------------------\n                             Title:  Senior Vice President\n                                   -------------------------------\n\n                             THE FIRST NATIONAL BANK OF CHICAGO\n\n\n\n                             By:  \/s\/ Steven P. Capouch\n                                ----------------------------------\n                             Title:  First Vice President\n                                   -------------------------------\n\n                             Acknowledged and agreed as to Section 11.19\n\n                             NBD BANK\n\n\n\n                             By:  \/s\/ Steven P. Capouch\n                                ----------------------------------\n                             Title:  First Vice President\n                                   -------------------------------\n\n                             THE FIRST NATIONAL BANK OF BOSTON\n\n\n\n                             By:  \/s\/ Jay L. Massimo\n                                ----------------------------------\n                             Title:  Vice President\n                                   -------------------------------\n\n\n                             ROYAL BANK OF CANADA\n\n\n\n                             By:  \/s\/ Michael A. Cole\n                                ----------------------------------\n                             Title:  Manager\n                                   -------------------------------\n\n\n\n                             THE SUMITOMO BANK, LIMITED\n\n\n\n                             By:  \/s\/ Goro Hirai\n                                ----------------------------------\n                             Title:  Joint General Manager\n                                   -------------------------------\n\n                             FLEET NATIONAL BANK\n\n\n\n                             By:  \/s\/ Frank H. Benesh\n                                ----------------------------------\n                             Title:  Vice President\n                                   -------------------------------\n\n\n                                 SCHEDULE 2.1\n                                 ------------\n\n\n\n                                 COMMITMENTS\n                             AND PRO RATA SHARES\n                             -------------------\n\n\n              Bank                                Commitment    Pro Rata Share\n             -----                                ----------    --------------\nBank of America National Trust and               $30,000,000      20.00000001%\nSavings Association\n\nBank of Montreal                                 $23,000,000      15.33333333%\n\nThe First National Bank of Chicago               $23,000,000      15.33333333%\n\nThe First National Bank of Boston                $18,000,000      12.00000000%\n\nRoyal Bank of Canada                             $23,000,000      15.33333333%\n\nThe Sumitomo Bank, Limited                       $15,000,000      10.00000000%\n\nFleet National Bank                              $18,000,000      12.00000000%\n\n\n                             TOTAL              $150,000,000           100.00%\n                                                         .00\n\n\n                                  Schedule 2.9(e)\n                                  ---------------\n\n                           APPLICABLE MARGIN PRICING GRID\n\n\n\n                    Consolidated Total\n                  Liabilities divided by      Liabilitiestdividedlby\nQuarter EBITDA   Consolidated Tangible Net   Consolidated Tangible Net\n   Rolling 4        Worth  Pounds 0.70             Worth &gt; 0.70\n--------------   -------------------------   -------------------------\n                Offshore Rate    Base Rate    Offshore Rate    Base Rate\n                    Spread         Spread         Spread         Spread\n                     (%)            (%)            (%)            (%)\n                -------------    ---------    -------------    ---------\nX  $650\nmillion            0.500          0.000          0.625          0.000\n\n\n Note:\n\n The initial Applicable Margin commencing on the Closing Date and\n continuing until the first Business Day following the Agent's receipt of\n the first Compliance Certificate described in Section 7.2(a) shall be:\n\n (a) in the case of Offshore Rate Loans A    0.750%\n (b) in the case of Base Rate Loans     A    0.000%\n\n\n                                  Schedule 2.11(a)\n                                  ----------------\n\n                            COMMITMENT FEE PRICING GRID\n\n\n\n     Rolling         Consolidated Total      Consolidated Total\n 4 Quarter EBITDA  Liabilities divided by  Liabilities divided by\n       (x)         Consolidated Tangible  Consolidated Tangible Net\n                   Net Worth  Pounds 0.70       Worth &gt; 0.70\n-----------------  ---------------------- -------------------------\n                       Commitment Fee          Commitment Fee\n                            (%)                      (%)\n                       --------------          --------------\nX  $650 million           0.150                    0.175\n\n\n                               SCHEDULE 3.3(a)\n                               ---------------\n\n                          EXISTING LETTERS OF CREDIT\n                          --------------------------\n\n\n\n   Letter of     Date of      Date of    Current Amount\nCredit Number    Issuance      Expiry     Outstanding        Beneficiary\n-------------    --------     -------    --------------      -----------\nSBLC 227106      1\/11\/96       1\/5\/98        50,000.00       Mellon Bank\n\nSBLC 225003       8\/2\/95      7\/31\/99       100,000.00       New England Power\n                                                             Company\n\nSBLC 3001446     9\/19\/96       2\/7\/98       262,625.00       WCB Twenty Ltd.\n                                                             Partnership\n\nSBLC 228710       5\/1\/96      9\/30\/97    35,000,000.00   Bank of America NT&amp;SA\n\n\n                                SCHEDULE 6.5\n\n                                 LITIGATION\n                       STORAGE TECHNOLOGY CORPORATION\n\n\nIn January 1994, Stuff Technology Partners II, a Colorado Limited Partnership\n(Stuff), filed suit in Boulder County, Colorado, District Court against the\nCompany and certain subsidiaries.  The suit alleged that the Company breached\na 1990 settlement agreement that had resolved earlier litigation between the\nparties.  The suit sought injunctive relief and damages in the amount of\n$2,400,000,000.  On December 28, 1995, the court dismissed the complaint.\nStuff appealed the dismissal to the Colorado Court of Appeals.  In April\n1996, the trial court stayed discovery on the Company's counterclaim for\nbreach of the covenant not to sue pending resolution of the appeal.  In March\n1997 the Court of Appeals reversed the District Court's judgment and remanded\nthe case back to the District Court for further proceedings.\n\nOn February 15, 1994, the Company filed suit in Boulder County, Colorado,\nDistrict Court against Array Technology Corporation (Array) and Tandem\nComputers Incorporated (Tandem).  The suit asked that the court order Array\nand Tandem either to support certain disk drives purchased from them or\nprovide the Company with technical data necessary for StorageTek to provide\nsuch customer support.  In March 1994, Array and Tandem filed their answer\nand also filed counterclaims against the Company alleging breach of contract\nand claiming damages.  On June 10, 1994, the court ordered Array and Tandem\nto continue to provide support for these products and to maintain, in an\nindependent escrow account, the materials necessary to enable the Company to\nsupport the products in the event Array and Tandem failed to provide such\nservices.  On May 30, 1995, the Company filed an amended complaint seeking\ndamages.  The case is in the discovery phase.  A trial date has been set for\nOctober 1997.\n\nOn June 29, 1995, Odetics, Inc. filed a patent infringement suit in the U.S.\nDistrict Court for the Eastern District of Virginia against the Company and\ntwo of its customers alleging that the \"passthrough\" port in certain of the\nCompany's tape library products infringed U.S. Patent No. 4,779,151 (the \"151\nPatent\").  The complaint asked the court to impose injunctive relief, treble\ndamages in an unspecified amount, and an award of attorney fees and costs.  A\ntrial commenced on January 22, 1996, and on February 1, 1996, a jury found\nthat the Company's products did not infringe the 151 Patent.  A notice of\nappeal to the U.S. Court of Appeals for the Federal Circuit was filed by\nOdetics, Inc. on March 8, 1996.  Oral arguments were held in January 1997.  A\ndecision is expected in the second or third quarter of\n1997.\n\nOn December 8, 1995, Odetics, Inc. filed a second patent infringement suit in\nthe U.S. District Court for the Eastern District of Virginia against the\nCompany.  The complaint alleges that the \"cartridge access port\" in certain\nof the Company's tape library products infringe the 151 Patent.  The\ncomplaint seeks injunctive relief, treble damages in an unspecified amount,\nand an award of attorney fees and costs.  This case has been stayed pending\nthe outcome of the appeal to the U.S. Court of Appeals for the Federal\nCircuit with respect to the case filed by Odetics, Inc. in June 1995.\n\nOn July 30, 1996, the Company received Civil Investigative Demands (CID) from\nthe U.S. Department of Justice Antitrust Division concerning the OEM\nagreement with IBM for mainframe online storage subsystems.  The Company\nreceived two additional CIDs in October, 1996 and one additional CID in\nFebruary 1997.  The CIDs requested production of documents and testimony in\nconnection with a review for compliance with the Sherman Act of the agreement\nfor compliance with the Sherman Act.\n\nIn addition, the Company is involved in various other less significant legal\nproceedings.  The Company believes it has adequate legal defenses with\nrespect to each of the suits cited above and intends to vigorously defend\nagainst these actions.  However, it is reasonably possible that these cases\ncould result in outcomes unfavorable to the Company.  While the Company\ncurrently believes that the amount of the ultimate potential loss would not\nbe material to the Company's financial position, the outcome of litigation is\ninherently difficult to predict.  In the event of an adverse outcome, the\nultimate potential loss could have a material affect on the Company's\nfinancial position or reported results of operations in a particular quarter.\nAn adverse decision, particularly in patent litigation, could require\nmaterial changes in production processes and products or result in the\nCompany's inability to ship products or components found to have violated\nthird-party patent rights.\n\n\n                                   Schedule 6.11\n\n                            STORAGE TECHNOLOGY CORPORATION\n\n                                PERMITTED LIABILITIES\n\n\n    Operating leases (with base annual rental payments in excess\n    of $3,000,000):\n\n\n                                    NONE\n\n                                SCHEDULE 6.12\n\n                       STORAGE TECHNOLOGY CORPORATION\n\n                            ENVIRONMENTAL MATTERS\n\n\n                                    NONE\n\n                                SCHEDULE 6.15\n\n                     SUBSIDIARIES AND MINORITY INTERESTS\n                       STORAGE TECHNOLOGY CORPORATION\n\n\nU.S. SUBSIDIARIES\n-----------------\nINCORPORATION\n-------------\nBytex Corporation                                 Delaware\nNSC European Operations Company                   Minnesota\nStorage Technology de Puerto Rico, Inc.           Delaware\nStorage Technology European Trade Corporation     Delaware\nStorage Technology Optical Disk Development \n Corporation                                      Delaware\nStorageTek Foundation                             Colorado\nStorageTek Holding Corporation                    Nevada\nStorageTek International Corporation              Delaware\nStorageTek International Services Corporation     Delaware\nVitalink Communications Corporation               Delaware\n\nNON-U.S. SUBSIDIARIES\n---------------------\nStorage Technology of Australia Pty., Limited     Australia\nNetwork Systems Australasia Pty. Limited          Australia\nStorage Technology New Zealand Pty., Limited      Australia\nNetwork Systems Austria Gesellschaft m.b.h        Austria\nNetwork Systems Foreign Sales Corp                Barbados\nStorage Technology (Belgium) N.V.\/S.A.            Belgium\nStorageTek Brasil Ltda                            Brazil\nStorageTek Canada, Inc.                           Canada\nAmperif Canada, Ltd.                              Canada\nStorageTek A\/S                                    Denmark\nStorageTek OY                                     Finland\nNetwork Systems France S.A.                       France\nStorage Technology Holding France S.A.            France\nStorage Technology France S.A.                    France\nStorage Technology Formation                      France\nStorage Technology European Operations            France\nBytex GmbH                                        Germany\nStorage Technology Holding GmbH                   Germany\nStorage Technology GmbH                           Germany\nStorage Technology Network Systems GmbH           Germany\nStorage Technology OEM Vertrieb GmbH              Germany\nNetwork Systems Italia S.R.l.                     Italy\nStorage Technology Italia, SpA                    Italy\nNetwork Systems Japan K.K.                        Japan\nStorage Technology of Japan, Ltd.                 Japan\nStorage Technology Asia\/Pacific K.K.              Japan\nStorageTek (Malaysia) Sdn. Bhd.                   Malaysia\nStorageTek de Mexico, S.A. de C.V.                Mexico\nStorage Technology (The Netherlands) B.V.         Netherlands\nStorage Technology (The Netherlands) B.V.\n (Irish Branch)                                   Ireland\nStorage Technology Finance B.V.                   Netherlands\nStorageTek III B.V.                               Netherlands\nStorage Technology New Zealand Pty., Limited      New Zealand\nStorageTek A\/S                                    Norway\nStorageTek Espana, S.A.                           Spain\nStorageTek South Asia Pte. Ltd.                   Singapore\nNSC Network Systems AB                            Sweden\nStorage Technology Sweden AB                      Sweden\nStorageTek AG                                     Switzerland\nD.M.L. StorageTek Ltd                             United Kingdom\nBytex DataCom Ltd.                                United Kingdom\nBytex Europe                                      United Kingdom\nStorage Technology Holding Limited                United Kingdom\nStorage Technology Limited                        United Kingdom\nStorage Technology Manufacturing Limited          United Kingdom\n\n\n                                Schedule 6.16\n\n                       STORAGE TECHNOLOGY CORPORATION\n\n                              INSURANCE MATTERS\n\n\n                                    NONE\n\n\n                               Schedule 8.1(i)\n\n                       STORAGE TECHNOLOGY CORPORATION\n\n                               PERMITTED LIENS\n\n\n                                    NONE\n\n\n                                 Schedule 8.2\n\n                       STORAGE TECHNOLOGY CORPORATION\n\n                            PERMITTED DISPOSITIONS\n\n    Manufacturing Facility located in Longmont, Colorado\n\n    Printer Operations Facility located in Palm Bay, Florida\n\n\n                                SCHEDULE 11.2\n\n\n                              LENDING OFFICES,\n                            ADDRESSES FOR NOTICES\n\n\n\nBANK OF AMERICA NATIONAL TRUST\nAND SAVINGS ASSOCIATION,\n  as Agent\n\nAddress for Funding Notices:\n\nBank of America National Trust\nand Savings Association\n1455 Market Street, 13th Floor\nSan Francisco, CA 94103\nAttention:     Agency Administrative Services #5596\n          Telephone:  (415) 436-2782\n          Facsimile:  (415) 436-2700\n\nAddress for all Other Notices:\n\nBank of America National Trust\nand Savings Association\n555 California Street, 41st Floor\nSan Francisco, CA 94104\nAttention:     Credit Products\n          High Technology-SF #3697\n          Kevin McMahon\n          Telephone:  (415) 622-8088\n          Facsimile:  (415) 622-2514\n\nAGENT'S PAYMENT OFFICE:\n\nBank of America National Trust\nand Savings Association\n(ABA 121-000-358)\nAttention:     Agency Administrative Services #5596\n          1850 Gateway Boulevard\n          Concord, CA 94520\n          For credit to account:\n          No. 12334-15395\n          Ref:  Storage Technology Corporation\n\n\n\nBANK OF AMERICA NATIONAL\nTRUST AND SAVINGS ASSOCIATION,\n  as Swingline Bank\n\n\nLending Office and Office for\nBorrowing Notices and Notices of\nConversion\/Continuation:\n\nBank of America National Trust\nand Savings Association\n1455 Market Street, 13th Floor\nSan Francisco, CA 94103\nAttention:     Agency Administrative Services #5596\n          Facsimile:  (415) 436-2700\n\n\nwith a copy to:\n\nBank of America National Trust\nand Savings Association\n1850 Gateway Boulevard\nConcord, CA 94520\n\n\nNotices (other than Borrowing Notices and\nNotices of Conversion\/Continuation):\n\n\nBank of America National Trust\nand Savings Association\n555 California Street, 41st Street\nSan Francisco, CA 94104\nAttention:     Credit Products\n          High Technology-SF #3697\n          Kevin McMahon\n          Telephone:  (415) 622-8088\n          Facsimile:  (415) 622-2514\n\n\n\nBANK OF AMERICA NATIONAL TRUST\nAND SAVINGS ASSOCIATION,\n  as a Bank\n\nLending Office and Office for\nBorrowing Notices and Notices of\nConversion\/Continuation:\n\n1850 Gateway Boulevard, Fourth Floor\nConcord, California 94520\n\nNotices (other than Borrowing Notices and Notices of\nConversion\/Continuation):\n\nBank of America National Trust\nand Savings Association\n555 California Street, 41st Floor\nSan Francisco, CA 94104\nAttention:     Credit Products\n          High Technology-SF #3697\n          Kevin McMahon\n          Telephone:  (415) 622-8088\n          Facsimile:  (415) 622-2514\n\n\n\nBANK OF AMERICA NATIONAL TRUST\nAND SAVINGS ASSOCIATION,\n  as Issuing Bank\n\nNotices:\n\nBank of America National Trust and\n  Savings Association\nTrade Operations Center #22621\n333 S. Beaudry Ave., 19th Floor\nLos Angeles, CA  90017\nAttention:     Sandra Leon\n          Telephone: (213) 345-5231\n          Facsimile: (213) 345-6694\n\nand to:\n\nBank of America National Trust\nand Savings Association\n1850 Gateway Boulevard\nConcord, CA 94520\nAttention:     Account Administrator\n          Global Payment Operations\n          Account Administration #5693\n          Facsimile:  (510) 675-7531\n\n\n\nand to:\n\nBank of America National Trust\nand Savings Association\n1455 Market Street, 13th Floor\nSan Francisco, CA 94103\nAttention:     Agency Administrative Services #5596\n          Facsimile:  (415) 436-2700\n\nand to:\n\nBank of America National Trust\nand Savings Association\n555 California Street, 41st Floor\nSan Francisco, CA 94104\nAttention:     Credit Products\n          High Technology-SF #3697\n          Kevin McMahon\n          Telephone:  (415) 622-8088\n          Facsimile:  (415) 622-2514\n\n\n\nBANK OF MONTREAL\n\nLending Office and Office for\nBorrowing Notices and Notices of\nConversion\/Continuation:\n\nBank of Montreal\nU.S. Corporate Banking\n115 South LaSalle Street, 12th Floor\nChicago, IL 60603\nAttention:     Nancy Grabowski\nTelephone:  (312) 750-3750\nFacsimile:  (312) 750-3798\n\n\nNotices (other than Borrowing Notices and\nNotices of Conversion\/Continuation):\n\nBank of Montreal\nSuite 4900\n601 South Figueroa Street\nLos Angeles, CA 90017\nAttention:     Craig T. Ingram\nTelephone:  (213) 239-0614\nFacsimile:  (213) 239-0680\n\n\n\nTHE FIRST NATIONAL BANK OF CHICAGO\n\nLending Office and Office for\nBorrowing Notices and Notices of\nConversion\/Continuation:\n\nThe First National Bank of Chicago\nOne First National Plaza\nChicago, IL 60670\nAttention:     Sharon Bosch\nTelephone:     (312) 732-7112\nFacsimile:     (312) 732-4840\n\nNotices (other than Borrowing Notices and\nNotices of Conversion\/Continuation):\n\nThe First National Bank of Chicago\n777 South Figueroa Street, 4th Floor\nLos Angeles, CA 90017\nAttention:     Anthony Matthews\nTelephone:  (213) 683-4857\nFacsimile:  (213) 683-4999\n\n\nTHE FIRST NATIONAL BANK OF BOSTON\n\nLending Office and Office for\nBorrowing Notices and Notices of\nConversion\/Continuation:\n\nThe First National Bank of Boston\n100 Federal Street, M\/S 01-08-04\nBoston, MA 02110\nAttention:     Anthony Dunn\nTelephone:  (617) 434-9025\nFacsimile:  (617) 434-9820\n\nNotices (other than Borrowing Notices and\nNotices of Conversion\/Continuation):\n\nThe First National Bank of Boston\n435 Tasso Street\nPalo Alto, CA 94301\nAttention:     Maria G. Fisher\nTelephone:  (415) 853-0947\nFacsimile:  (415) 853-1425\n\nwith copy to:\n\nThe First National Bank of Boston\n435 Tasso Street\nPalo Alto, CA 94301\nAttention:     Michelle Kay\nTelephone:  (415) 853-0960\nFacsimile:  (415) 853-1425\n\nROYAL BANK OF CANADA\n\nLending Office and Office for\nBorrowing Notices and Notices of\n\n\n\nConversion\/Continuation:\n\nRoyal Bank of Canada\nLoans Administration\nFinancial Square, 23rd Floor\nNew York, NY 10005-3531\nAttention:     Linda Crum\nTelephone:  (212) 428-6323\nFacsimile:  (212) 428-2372\n\nNotices (other than Borrowing Notices and\nNotices of Conversion\/Continuation):\n\nRoyal Bank of Canada\n600 Wilshire Boulevard, Suite 800\nLos Angeles, CA 90017\nAttention:     Stephen Hughes\nTelephone:  (213) 955-5320\nFacsimile:  (213) 955-5350\n\n\n\nTHE SUMITOMO BANK, LIMITED\n\nLending Office and Office for\nBorrowing Notices and Notices of\nConversion\/Continuation:\n\nSumitomo Bank\n777 South Figueroa Street\nSuite 2600\nLos Angeles, CA 90017-3138\nAttention:     Gary Perkins\nTelephone:  (213) 955-0806\nFacsimile:  (213) 623-6832\n\nNotices (other than Borrowing Notices and\nNotices of Conversion\/Continuation):\n\nSumitomo Bank\n777 South Figueroa Street\nSuite 2600\nLos Angeles, CA 90017-3138\nAttention:     Josephine A. Frigillana\nTelephone:  (213) 955-0886\nFacsimile:  (213) 623-6832\n\nFLEET NATIONAL BANK\n\nLending Office and Office for\nBorrowing Notices and Notices of\nConversion\/Continuation:\n\nFleet National Bank\nOne Federal Street\nBoston, MA 02211\nMail Stop MAOF 0305\nAttention:     Pauline Kowalcyzky\nTelephone:  (617) 346-0622\nFacsimile:  (617) 346-0689\n\n\n\n\nNotices (other than Borrowing\nNotices and Notices of Conversion\/\nContinuation:\n\nFleet National Bank\nOne Federal Street\nBoston, MA 02211\nMail Stop MAOF 0305\nAttention:     Frank Benesh\nTelephone:  (617) 346-0617\nFacsimile:  (617) 346-0568\n\n\n\n                                SCHEDULE 11.19\n\n                      CLOSING DATE TRANSITIONAL MATTERS\n\n\n                                                              Closing\n                                      Original                  Date\nBank                                 Percentage              Percentage\n\nBank of America National Trust\n  and Savings Association          24.000000000%           20.00000001%\n\nBank of Montreal                   18.666666667%           15.33333333%\n\nThe First National Bank of Boston  13.333333333%           12.00000000%\n\nRoyal Bank of Canada               18.666666667%           15.33333333%\n\nThe Sumitomo Bank, Limited          6.666666666%           10.00000000%\n\nThe First National Bank of Chicago            0%           15.33333333%\n\nFleet National Bank                           0%           12.00000000%\n\nNBD Bank                           18.666666667%                     0%\n\n\n                                  EXHIBIT A\n                                   --------\n                           to the Credit Agreement\n\n                         FORM OF NOTICE OF BORROWING\n\n\n\n                                          Date:\n                                                -----------------------------\n\n\n\n\nTo:  Bank of America National Trust and\n     Savings Association as Agent\n     Agency Management Services (#5596)\n     1455 Market Street, 13th Floor\n     San Francisco, CA  94103\n     Attn:  Stephen Eiring\n\n            Re:     Storage Technology Corporation\n                    ------------------------------\n\nLadies and Gentlemen:\n\n     The undersigned, Storage Technology Corporation (the \"Company\"), refers\nto the Credit Agreement dated as of April 9, 1997 (as amended, modified,\nrenewed or extended from time to time, the \"Credit Agreement\"), among the\nCompany, the several financial institutions party to the Credit Agreement\n(the \"Banks\") and Bank of America National Trust and Savings Association, as\nSwingline Bank, Issuing Bank and Agent for the Banks, for full particulars of\nthe matters herein described.  All capitalized terms used in this Notice of\nBorrowing and not otherwise defined herein shall have the meanings assigned\nto such terms in the Credit Agreement.  The undersigned hereby gives you\nirrevocable notice, pursuant to Section 2.3 of the Credit Agreement, of the\nBorrowing specified herein and that:\n\n    1.    The requested Borrowing Date for the proposed Borrowing is\n     ,      .\n----- ------\n\n    2.    The Borrowing is in respect of [Revolving Loans] [a Swingline Loan].\n\n    3.    The aggregate amount of the proposed Borrowing is $.\n\n    4.    The Borrowing is to be comprised of $            of [Offshore Rate]\n                                               -----------\n[Base Rate] Loans.\n\n    5.    [If applicable:] The duration of the Interest Period for the\nOffshore Rate Loans included in the Borrowing shall be [one] [two] [three]\n[six] months.\n\n     The undersigned hereby certifies that the following statements are true\non the date hereof, and will be true on the date of the proposed Borrowing,\nbefore and after giving effect thereto and to the application of the proceeds\ntherefrom:\n\n         (a)   the representations and warranties of the Company contained in\n     Article VI of the Credit Agreement are true and correct as though made\n     on and as of each such date (except to the extent such representations\n     and warranties relate to an earlier date, in which case they are true\n     and correct as of such earlier date, and except that subsections 6.11(a)\n     and 6.11(b) of the Credit Agreement shall be deemed to refer instead to\n     the last day of the most recent fiscal year for which financial\n     statements have then been delivered);\n\n         (b)   no Default or Event of Default exists, or would result from\n     such proposed Borrowing; and\n\n         (c)   the proposed Borrowing will not cause (i) the Effective Amount\n     of all Revolving Loans plus the Effective Amount of all Swingline Loans\n     plus the Effective Amount of all L\/C Obligations to exceed the total of\n     all Commitments, and (ii) the Effective Amount of all Swingline Loans to\n     exceed the Swingline Commitment.\n\n                              STORAGE TECHNOLOGY CORPORATION\n\n                                    By:\n                                        -------------------------------------\n\n                                     Name:\n                                          Title:\n\n\n\n\n[Copy to Swingline Bank if Notice of Borrowing relates to Borrowing of a\nSwingline Loan.]\n\n                                  EXHIBIT B\n                                  ---------\n                           to the Credit Agreement\n\n                  FORM OF NOTICE OF CONVERSION\/CONTINUATION\n\n\n\n                                                Date:\n                                                      -----------------------\n\n\n\n\nTo:  Bank of America National Trust and\n     Savings Association as Agent\n     Agency Management Services (#5596)\n     1455 Market Street, 13th Floor\n     San Francisco, CA  94103\n     Attn:  Stephen Eiring\n\n            Re:     Storage Technology Corporation\n                    ------------------------------\n\nLadies and Gentlemen:\n\n     The undersigned, Storage Technology Corporation (the \"Company\"), refers\nto the Credit Agreement dated as of April 9, 1997 (as amended, modified,\nrenewed or extended from time to time, the \"Credit Agreement\"), among the\nCompany, the several financial institutions party to the Credit Agreement\n(the \"Banks\") and Bank of America National Trust and Savings Association, as\nSwingline Bank, Issuing Bank and Agent for the Banks, for full particulars of\nthe matters herein described.  All capitalized terms used in this Notice of\nConversion\/Continuation and not otherwise defined herein shall have the\nmeanings assigned to such terms in the Credit Agreement.  The undersigned\nhereby gives you irrevocable notice, pursuant to Section 2.4 of the Credit\nAgreement, of the [conversion] [continuation] of the Loans specified herein\nand that:\n\n    1.         The date of the [conversion] [continuation] is\n                           ,     .\n     ----------------------  ----\n\n    2.         The [conversion] [continuation] is in respect of outstanding\n     Revolving Loans.\n\n    3.         The aggregate amount of the Loans to be [converted]\n     [continued] is $                 .\n                     -----------------\n\n    4.         The Loans are to be [converted into] [continued as] [Offshore\n     Rate] [Base Rate] Loans.\n\n    5.         [If applicable:]  The duration of the Interest Period for the\n     Offshore Rate Loans to be [converted] [continued] shall be [one] [two]\n     [three] [six] months.\n\n     The undersigned hereby certifies that the following statements are true\non the date hereof, and will be true on the date of the proposed\n[conversion][continuation], before and after giving effect thereto:\n\n         (a)   the representations and warranties of the Company contained in\n     Article VI of the Credit Agreement are true and correct as though made\n     on and as of each such date (except to the extent such representations\n     and warranties relate to an earlier date, in which case they are true\n     and correct as of such earlier date, and except that subsections 6.11(a)\n     and 6.11(b) of the Credit Agreement shall be deemed to refer instead to\n     the last day of the most recent fiscal year for which financial\n     statements have then been delivered); and\n\n         (b)   no Default or Event of Default exists, or would result from\n     such proposed [conversion] [continuation].\n\n\n                              STORAGE TECHNOLOGY CORPORATION\n\n\n\n                                    By:\n                                        -------------------------------------\n\n                                     Name:\n                                     Title:\n\n\n\n                                   EXHIBIT C\n                                   ---------\n                           to the Credit Agreement\n\n\n                       FORM OF COMPLIANCE CERTIFICATE\n\n\nTo:  Bank of America National Trust and\n     Savings Association, as Agent\n     Credit Products High Technology #3697\n     555 California Street, 41st Fl.\n     San Francisco, CA  94104-1502\n     Attn:  Kevin McMahon, Managing Director\n\n          Re:  Storage Technology Corporation\n\nLadies and Gentlemen:\n\n          This Compliance Certificate is made and delivered pursuant to\nSection 7.2(a) of the Credit Agreement, dated as of April 9, 1997 (as\namended, modified, renewed or extended from time to time, the \"Credit\nAgreement\"), among Storage Technology Corporation (the \"Company\"), the\nseveral financial institutions party to the Credit Agreement (the \"Banks\")\nand Bank of America National Trust and Savings Association, as Swingline\nBank, Issuing Bank and Agent for the Banks, and reference is made thereto for\nfull particulars of the matters described herein.  All capitalized terms used\nin this Compliance Certificate and not otherwise defined herein shall have\nthe meanings assigned to such terms in the Credit Agreement.  This Compliance\nCertificate relates to the fiscal quarter ending           ,      .\n\n          Pursuant to Section 7.1(a) and 7.1(b) the Company hereby certifies\nthat the information set forth on Schedule 1 hereto (and on any additional\nschedules hereto setting forth further supporting detail) is true, accurate\nand complete as of the end of such accounting period.\n\n          The Company further certifies that (i) as of the date hereof no\nDefault or Event of Default exists, and (ii) on and as of the date hereof,\nthere has occurred no Material Adverse Effect since the date of the end of\nthe last fiscal quarter, except in each case as may be set forth in a\nseparate attachment hereto describing in detail the nature of each condition\nor event constituting an exception to the foregoing statements, the period\nduring which it has existed and the action which the Company is taking or\nproposes to take with respect to each such condition or event.\n\n          IN WITNESS WHEREOF, the undersigned has signed this Compliance\nCertificate this      day of               ,      .\n\n\n                              STORAGE TECHNOLOGY CORPORATION\n\n\n                              Name:\n                              Title:\n\n\n                                      SCHEDULE 1\n                           to the Compliance Certificate\n\nDated           ,\n\nFor the fiscal quarter ended           ,\n\n                                         Actual              Required\/Permitted\n                                         ------              ------------------\n\n1.   Section 7.13(a) - \n      Minimum Consolidated\n      Tangible Net Worth\n    ----------------------\n\n                                                         A not less than B\n\n    (A) Consolidated Tangible\n        Net Worth, calculated \n        as at end of each fiscal\n        quarter\n\n        Consolidated Total Assets           $ ------\n\n        minus intangible assets and\n        other excluded assets                -------\n\n        minus amortizing debt issuance\n        expenses carried as an asset         -------\n\n        minus reserves carried and not\n        deducted from assets or not\n        reflected as a liability             -------\n\n        minus cash held in sinking or\n        other analogous fund                 -------\n\n        minus Consolidated Total Liabilities -------\n\n        Consolidated Tangible Net Worth\n        as at the end of the fiscal\n        quarter                             $-------\n\n    (B) Minimum Consolidated Tangible Net Worth calculation:\n\n        Beginning minimum amount          85% of Consolidated Tangible\n                                          Net Worth as at 12\/27\/96\n\n\n        plus 75% of Consolidated Net\n        Income (excluding Consolidated Net\n        Losses) of the Borrower and its\n        Subsidiaries earned in each fiscal\n        quarter after December 27, 1996.     -------\n\n        plus 75% of the amount of all \n        proceeds (net of costs and expenses)\n        received pursuant to the issuance of\n        any equity securities issued by the\n        Borrower after December 27, 1996 \n        (excluding proceeds of any issuance\n        made for the purposes of fulfilling\n        an employee stock purchase plan or\n        compensatory option plan.)           -------\n\n        plus 100% of the face amount of any\n        Subordinated Indebtedness that is\n        converted into stock of the Borrower\n        after December 27, 1996              -------\n\n        Minimum Consolidated Tangible Net\n        Worth required                                       $------------\n\n        Difference between A and B                           $------------\n\n2. Section 7.13(b) - Consolidated Net Income\n   -----------------------------------------\n\nNo (i) Consolidated Net Loss orConsolidated Operating Loss of the Borrower and \nits Subsidiaries to occur for each of any two consecutive fiscal quarters \n(calculated as of the last day of each such fiscal quarter); or (ii) \nConsolidated Net Loss or Consolidated Operating Loss of the Borrower and its \nSubsidiaries for any fiscal quarter greater than $25,000,000.\n\n     (A) Consolidated Net Loss             $--------\n\n     (B) Consolidated Operating Loss       $--------\n\n3. Section 7.13(c) - Consolidated Total Leverage Ratio\n   ---------------------------------------------------\n\nNot greater than 0.80 to 1.00 (as at the end of the fiscal quarter)\n\n     (A)  Consolidated Total Liabilities\n     (less Subordinated Indebtedness)     $---------\n\n     (B)  Consolidated Total Capital      $---------\n\n     Ratio of (A) to (B)\n\n4. EBITDA\n   ------\n\n     Consolidated Net Income (or Net Loss)\n     calculated on a rolling four quarter\n     basis                                $---------\n\n     plus amounts treated as expenses for\n          depreciation, interest and the\n          amortization of intangibles of\n          any kind to the extent included\n          in the determination of Net \n          Income or Net Loss, calculated\n          on a rolling four quarter basis $---------\n\n     plus accrued taxes on or measured\n     by income to the extent included\n     in the determination of Net Income\n     or Net Loss, calculated on a\n     rolling four quarter basis           $---------\n\nEBITDA, calculated on a rolling four quarter basis           $------------\n\n5. Ratio of Consolidated Total Liabilities to Consolidated Tangible Net Worth\n   --------------------------------------------------------------------------\n\n     (A)  Consolidated Total Liabilities  $---------\n\n     (B)  Consolidated Tangible Net Worth $---------\n\n     Ratio of A to B\n\n                                 EXHIBIT D-1\n                                 ------------\n\n\n\n                   FORM OF OPINION OF SHEARMAN &amp; STERLING\n\n\n                               April   , 1997\n\n\n\n\nTo each of the financial institutions\nparty to the Credit Agreement referred to\nbelow and to Bank of America National Trust and\nSavings Association, as Agent\n\nLadies and Gentlemen:\n\n          We have acted as special counsel for Storage Technology\nCorporation, a Delaware corporation (``the Company''), in connection with the\nnegotiation, execution and delivery of the Credit Agreement dated as of\nApril 9, 1997 (the ``Credit Agreement'') among the Company, the several\nfinancial institutions which are signatories thereto (collectively, the\n``Banks''), and Bank of America National Trust and Savings Association, as\nlender of the Swingline Loans (in such capacity, the ``Swingline Bank''), as\nissuer of the Letters of Credit (in such capacity, the ``Issuing Bank''), and\nas agent (the ``Agent'') for the Banks, the Swingline Bank and the Issuing\nBank.\n\n          This opinion is delivered to you pursuant to Section 5.1(d) of the\nCredit Agreement.  Capitalized terms not otherwise defined herein are used\nherein with the meanings ascribed to such terms in the Credit Agreement.\n\n          In connection with this opinion, we have examined counterparts of\nthe Credit Agreement, together with all schedules and exhibits thereto,\nexecuted by each of the parties thereto and such other documents, instruments\nand certificates as we have deemed necessary for the purposes of rendering\nthis opinion, including the opinion of Lizbeth J. Stenmark, Esq. (the\n``Stenmark Opinion''), corporate counsel to the Company.\n\n          With respect to certain factual matters relevant to this opinion,\nwe have relied solely upon, and assumed the accuracy of, representations made\nby the Company in the Credit Agreement.  We have made no independent\ninvestigation of any of the facts stated in any of the representations;\nhowever, nothing has come to our attention which would lead us to believe\nthat such facts are inaccurate.  We do, however, call your attention to\nthe fact that we have acted as special counsel to the Company with regard to\nthe Credit Agreement and are not generally familiar with the operations of the\nCompany or its business or legal affairs.\n\n          We have assumed (i) the genuineness of all signatures of Persons\n(except for the Company) executing the Credit Agreement on behalf of the\nCompany thereto, (ii) the authenticity of all documents submitted to us as\noriginals, (iii) the conformity to authentic original documents of all\ndocuments submitted to us as certified, conformed or photostatic copies, and\n(iv) the due authorization, execution and delivery of the Credit Agreement by\nthe parties thereto.\n\n          We have also assumed, for the purposes of California usury law,\nthat the Swingline Bank, the Issuing Bank and each Bank is either (i) a\nnational bank operating pursuant to federal banking law or (ii) a ``foreign\n(other state) bank'' within the meaning of Section 1200 of the California\nFinancial Code.\n\n          We are qualified to practice law in the State of California, and\nour opinion is restricted to the laws of the State of California and the\nfederal laws of the United States of America (collectively, the ``Laws'').\n\n          To the extent that our opinions expressed below involve conclusions\nas to the matters set forth in paragraphs 1, 3, 4, 5, 9 or 10 of the Stenmark\nOpinion, we have assumed without independent investigation the correctness of\nsuch matters set forth in the Stenmark Opinion, our opinions being subject to\nthe assumptions, qualifications and limitations set forth in such opinions\nwith respect thereto.\n\n          Based upon the foregoing, and subject to the further assumptions,\nexemptions, qualifications and limitations set forth herein, we advise you\nthat in our opinion:\n\n         1.         The execution, delivery and performance by the Company of\nthe Credit Agreement does not contravene any applicable Laws, or any rule or\nregulation promulgated thereunder (including, without Limitation, Regulations\nT, U, G and X of the Board of Governors of the Federal Reserve System).\n\n         2.         No consent, authorization, approval or other action by,\nand no notice to or registration or filing with, any Governmental Authority\ncreated or acting under any of the Laws is required for the due execution,\ndelivery or performance by the Company of the Credit Agreement.\n\n         3.         The Credit Agreement constitutes the legal, valid and\nbinding obligation of the Company, enforceable against it in accordance with\nits terms.\n\n         4.         No taxes or governmental fees and charges are payable in\nconnection with the execution and delivery of the Credit Agreement.\n\n          Our opinions set forth above are subject to the following\nassumptions, exceptions, qualifications and limitations:\n\n         A.         Our opinion in paragraph 3 above is subject to the effect\nof any applicable bankruptcy, insolvency, reorganization, moratorium or\nsimilar laws affecting creditors' rights generally.\n\n         B.         Our opinion in paragraph 3 above is subject to the effect\nof general principles of equity (regardless of whether considered in a\nproceeding in equity or at law).  Such principles of equity are of general\napplication, and in applying such principles a court, among other things,\nmight not allow a creditor to accelerate the maturity of a debt upon the\noccurrence of a default deemed immaterial or might decline to order a\nborrower to perform covenants.  Such principles applied by a court might\ninclude a requirement that the creditors act with reasonableness and in good\nfaith.  Such a requirement might be applied, among other situations, to the\nprovisions of the Credit Agreement purporting to authorize conclusive\ndeterminations by any Bank, the Swingline Bank, the Issuing Bank or the\nAgent.\n\n         C.         Certain rights, remedies and waivers contained in the\nCredit Agreement may be rendered ineffective or unenforceable or otherwise\nlimited by applicable laws or judicial decisions, but such laws and judicial\ndecisions do not, in our opinion, make the Credit Agreement inadequate for\nthe practical realization of the benefits intended to be provided thereby.\n\n         D          To the extent the Credit Agreement provides for the\npayment of attorneys' fees in litigation, under California law such\nattorneys' fees must be reasonable (as determined pursuant to Section 1717 of\nthe California Civil Code) and may be granted only to the prevailing party,\nand such provisions are deemed to extend to both parties, notwithstanding\nthat such provisions by their express terms benefit only one party.\n\n         E.         Enforcement of any indemnity provision contained in the\nCredit Agreement, and the effect of any exculpatory provisions contained in\nthe Credit Agreement, may be limited to the extent such provisions encompass\nindemnification or exculpation with respect to the negligence or misconduct\nof any Bank, the Swingline Bank, the Issuing Bank or the Agent or to violations \nof law or are found contrary to statute or public policy.\n\n         F.         Requirements in the Credit Agreement specifying that\nprovisions thereof may only be waived or amended in writing may not be\nbinding or enforceable to the extent that a non-executory oral agreement has\nbeen created modifying or waiving any provision of the Credit Agreement or an\nimplied agreement, by trade practice or course of conduct, allowing a waiver\nhas been created.\n\n         G.         We have assumed that (i) each of the Banks has the power,\nauthority and legal right to enter into the Credit Agreement; (ii) the Credit\nAgreement is a valid, binding and enforceable obligation of each of the\nBanks; and (iii) there are no agreements, understandings or negotiations,\nwhether written or oral, between any of the Banks and the Company that would\nexpand, modify or otherwise affect the terms of the Credit Agreement, or the\nrespective rights or obligations or the parties thereunder.  We note that we\nhave been advised by the Company that no such agreements, understandings or\nnegotiations exist.\n\n         H.         We have assumed that if any Bank is required by\nCalifornia law to be qualified as a foreign corporation in California as a\nresult of transactions other than the Credit Agreement, it has filed all\nrequired franchise tax returns, if any, and paid all required taxes, if any,\nunder the California Revenue &amp; Taxation Code.\n\n         I.         We express no opinion as to the extent to which rights\nwith respect to self help or exercise of other remedies without notice or\njudicial proceedings can be validly exercised in California.\n\n         J.         With respect to the enforceability of the Credit\nAgreement, we have assumed that the Banks will: (i) exercise the rights and\nremedies set forth in the Credit Agreement in a commercially reasonable\nmanner; (ii) abide by the implied covenant of good faith and fair dealing\nimposed by California Law; and (iii) not take any discretionary action which\nis arbitrary, unreasonable or capricious.\n\n         K.         We express no opinion with respect to the legality,\nvalidity, binding nature or enforceability (whether according to its terms or\notherwise) of any provision of the Credit Agreement regarding : (i) any\nwaivers or variations of rights of a debtor; and (ii) any severability\nprovision in the Credit Agreement as it relates to a provision or provisions,\ntaken as a whole, in the Credit Agreement, the existence and enforceability\nof which was material to a party's decision to enter into the Credit\nAgreement.\n\n         L.         We express no opinion herein as to the enforceability of\nprovisions for a rate of interest, after failure to pay any amount when due,\nin excess of the rate of interest otherwise payable or provisions for late\ncharges, set forth in the Credit Agreement.\n\n          This opinion is rendered as of the date hereof.  We express no\nopinion as to circumstances or events which may occur subsequent to such\ndate, and we assume no obligation to revise or supplement this opinion in the\nevent of any future change in the Laws, or the rules and regulations\npromulgated thereunder, or the interpretations thereof or any change in the\nfacts upon which this opinion is based.\n\n          This opinion is furnished for the benefit of the Banks, the\nSwingline Bank (including any successor of the Swingline Bank), the Issuing\nBank and the Agent and\ntheir respective, successors and assignees (as permitted pursuant to Section\n11.8 of the Credit Agreement) and may not be relied upon by any other Person\nfor any purpose without our prior written consent.  We consent to Lizbeth\nStenmark's reliance on paragraph 1 of this opinion for the purpose of her\nrendering her opinion pursuant to Section 5.1(d) of the Credit Agreement\n\n                                    Very truly yours,\n\n\nEXHIBIT D-2\n\n\n\n\n                 FORM OF OPINION OF LIZBETH J. STENMARK, ESQ.\n\n\n                                April   , 1997\n\n\n\n\n\nTo each of the financial institutions\nparty to the Credit Agreement referred to\nbelow and to Bank of America National Trust and\nSavings Association, as Agent\n\nLadies and Gentlemen:\n\n          I am Senior Counsel to Storage Technology Corporation, a Delaware\ncorporation (``the Company''), and in such capacity have represented the\nCompany in connection with the preparation, negotiation, execution and\ndelivery of the Credit Agreement, dated as of April 9, 1997 (the ``Credit\nAgreement''), among the Company, the several financial institutions from time\nto time party to the Credit Agreement (the ``Banks''), and Bank of America\nNational Trust and Savings Association (``BofA''), as lender of the Swingline\nLoans (BofA, in its capacity as such lender, the ``Swingline Bank''), as\nissuer of the Letters of Credit (BofA, in its capacity as such issuer, the\n``Issuing Bank''), and as agent (the ``Agent'') for the Banks, the Swingline\nBank and the Issuing Bank.\n\n          This opinion is delivered to you pursuant to Section 5.1(d) of the\nCredit Agreement.  Capitalized terms not otherwise defined herein are used\nherein with the meanings ascribed to such terms in the Credit Agreement.\n\n          In connection with this opinion, I have examined the following\ndocuments:\n\n         (a)    counterparts of the Credit Agreement, together with all\nschedules and exhibits thereto, executed by each of the parties thereto;\n\n         (b)   certificates of public officials from the States of Delaware\nand Colorado and such other states as I have deemed necessary for the purpose\nof rendering this opinion;\n\n         (c)   the certificate and by-laws of the Company, as amended to\ndate;\n\n         (d)   records of proceedings of the Board of Directors of the\nCompany during or by which resolutions were adopted relating to matters\ncovered by this opinion; and\n\n         (e)   such other documents, instruments and certificates as I have\ndeemed necessary for the purpose of rendering this opinion.\n\n          I am qualified to practice law in the State of Colorado, and my\nopinion is restricted to the laws of the State of Colorado, the general\ncorporation laws of the State of Delaware and the federal laws of the United\nStates of America.\n\n          Based upon the foregoing, and subject to the assumptions and\nqualifications set forth herein, I am of the opinion that:\n\n         1.    The Company is duly qualified as a foreign corporation to do\nbusiness and is in good standing in the State of Colorado and all other\njurisdictions in which the character of the properties owned or held under\nlease by it or the nature of business transacted by it makes such\nqualification necessary, except, in each case, where the failure to qualify\nas a foreign corporation and be in good standing in jurisdictions other than\nColorado would not have a material adverse effect on the Company.  The\nCompany has been duly incorporated and is validly existing and in good\nstanding as a corporation under the laws of the State of Delaware.\n\n         2.    The Company has full corporate power and authority and all\nauthorizations, consents, approvals and governmental licenses required or\nadvisable to own and operate (or lease, as the case may be) its properties\nand to carry on its business as currently conducted and contemplated to be\nconducted.\n\n         3.    The Company has full corporate power and authority and all\nauthorizations, consents, approvals and governmental licenses required or\nadvisable to execute, deliver and perform the Credit Agreement.\n\n         4.    The execution, delivery and performance by the Company of the\nCredit Agreement (i) are within the Company's corporate powers, (ii) have\nbeen duly authorized by all necessary corporate action, (iii) do not\ncontravene its charter or by-laws or any other agreement, lease or instrument\nto which it is a party or by which it or its properties may be bound or\naffected, (iv) will not result in or require the creation or imposition of\nany Lien upon or with respect to any property, assets or revenues now owned or \nhereafter acquired by the Company, (v) will not violate, conflict with, \ncontravene, or constitute a default under any Contractual Obligation nor \ncontravene any applicable law, rule, regulation, order, writ, decree, \ndetermination or award presently in effect which affects or binds it or any of\nits properties, which default, contravention, violation or conflict could have \na Material Adverse Effect or render the Loan Documents unenforceable.  No \nconsent, authorization, approval or other action by, and no notice to or \nregistration with, any Governmental Authority created or acting under any law, \nrule or regulation is required for the due execution, delivery or performance \nby any Company of the Credit Agreement.\n\n         5.    The Credit Agreement has been duly executed and delivered on\nbehalf of each Company.\n\n         6.    The Credit Agreement constitutes the legal, valid and binding\nobligation of such Company enforceable against such Company in accordance\nwith its terms.\n\n          For purposes of the foregoing opinion, (i) I have relied upon the\nopinion expressed in paragraph 1 of the opinion letter of Shearman &amp; Sterling\n(the ``Shearman &amp; Sterling Opinion''), special counsel to the Company, (ii) I\nhave assumed without independent investigation the correctness of such\nmatters set forth in such opinion expressed in paragraph 1 of the Shearman &amp; Sterling Opinion, although I am unaware of any fact or circumstance which, if\nbrought to the attention of Shearman &amp; Sterling, would likely result in a\nfurther assumption, qualification or limitation with respect to such opinion,\nand (iii) my opinion is subject to the assumptions, qualifications and\nlimitations set forth in the Shearman &amp; Sterling Opinion with respect to the\nopinion expressed in paragraph 1 therein.\n\n         7.    There is no action, suit or proceeding pending or threatened,\nin or before any Governmental Authority, domestic or foreign, which relates\nto any aspect of the transactions contemplated by the Credit Agreement, and,\nexcept as set forth in Schedule 6.5 to the Credit Agreement, there is no\nmaterial action, suit or proceeding pending or threatened, in or before any\nGovernmental Authority, domestic or foreign, which relates to any Company of\nany of its Subsidiaries or any of the properties of any Company of any of its\nSubsidiaries.\n\n         8.    The Company does not have any issued and outstanding\nindentures, convertible debentures, convertible exchangeable preferred stock\nor other preferred stock, common stock or stock warrants that by its terms\nhas or will have any right of payment of principal or interest,\nincluding any sinking fund payment, or redemption, or other right of\npayment, that is not subordinated in right of payment to the satisfaction in\nfull of all of the Obligations.\n\n         9.    Neither the Company, nor any Subsidiary of the Company, is, or\nis required to be, registered under the Investment Company Act of 1940, as\namended.\n\n         10.   To my knowledge, the Company is not engaged principally in the\nbusiness of extending credit for the purposes of purchasing or carrying\nmargin stock (within the meaning of Regulation U of the Board of Governors of\nthe Federal Reserve System).\n\n         11.   No taxes or governmental fees and charges are payable in\nconnection with the execution and delivery of the Credit Agreement.\n\n          The opinions set forth above are subject to the following\nqualifications:\n\n         A.    The opinion expressed in paragraph 6 above is subject to the\neffect of any applicable bankruptcy, insolvency, reorganization, moratorium\nor similar laws affecting creditors' rights generally, including, without\nlimitation, the effect of statutory or other laws regarding fraudulent\nconveyances or preferential transfers.\n\n         B.    The opinion expressed in paragraph 6 above is subject to the\neffect of general principles of equity (regardless of whether considered in a\nproceeding in equity or at law).  Such principles of equity are of general\napplication, and in applying such principles a court, among other things,\nmight not allow a creditor to accelerate the maturity of a debt upon the\noccurrence of a default deemed immaterial or might decline to order a\nborrower to perform covenants.  Such principles applied by a court might\ninclude a requirement that the creditors act with reasonableness and in good\nfaith.  Such a requirement might be applied, among other situations, to the\nprovisions of the Credit Agreement purporting to authorize conclusive\ndeterminations by any Bank, the Swingline Bank, the Issuing Bank or the\nAgent.\n\n         C.    Enforcement of any indemnity provision contained in the Credit\nAgreement, and the effect of any exculpatory provisions contained in the\nCredit Agreement, may be limited to the extent such provisions encompass\nindemnification or exculpation with respect to the negligence or misconduct\nof any Bank, the Swingline Bank, the Issuing Bank or the Agent or to\nviolations of law or are found contrary to statute or public policy.\n\n          This opinion is furnished for the benefit of the Banks, the\nSwingline Bank, the Issuing Bank and the Agent and their respective\nsuccessors and assignees and may not be relied upon by any other Person for\nany purpose without my prior written consent.  I consent to Shearman &amp; Sterling's reliance on this opinion for the purpose of their rendering their\nopinions pursuant to Section 5.1(d) of the Credit Agreement.\n\n                                             Very truly yours,\n\n\n                                             Lizbeth J. Stenmark\n                                             Senior Counsel\n\n                                  EXHIBIT E\n\n                      FORM OF ASSIGNMENT AND ACCEPTANCE\n                      ---------------------------------\n\n\n     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this \"Assignment and\nAcceptance\") dated as of               is made between\n(the \"Assignor\") and                  (the \"Assignee\").\n\n\n                                  RECITALS\n                                  --------\n\n     WHEREAS, the Assignor is party to that certain Credit Agreement dated as\nof April 9, 1997 (as amended, restated, modified, supplemented or renewed\nfrom time to time, the \"Credit Agreement\"), among Storage Technology\nCorporation (the \"Company\"), the several financial institutions from time to\ntime party thereto (including the Assignor, the \"Banks\") and Bank of America\nNational Trust and Savings Association, as Swingline Bank, Issuing Bank and\nagent for the Banks (in its capacity as agent, the \"Agent\").  Any terms\ndefined in the Credit Agreement and not defined in this Assignment and\nAcceptance are used herein as defined in the Credit Agreement;\n\n     WHEREAS, as provided under the Credit Agreement, the Assignor has\ncommitted to making Revolving Loans to the Company and to participate in\nLetters of Credit issued for the account of the Company in an aggregate\namount not to exceed $           (the \"Commitment\");\n\n     WHEREAS, [the Assignor has made Loans in the aggregate principal amount\nof $             to the Company] [no Loans are outstanding under the Credit\nAgreement] [and the amount of Assignor's percentage share of the aggregate\namount available for drawing under outstanding Letters of Credit issued for\nthe account of the Company is $                    ] [and no Letters of\nCredit are outstanding under the Credit Agreement]; and\n\n     WHEREAS, the Assignor wishes to assign to the Assignee [part of the]\n[all] rights and obligations of the Assignor under the Credit Agreement in\nrespect of its Commitment pro rata in accordance with the Assignor's\nCommitment and L\/C Commitment (which is a part of its Commitment rather than\na separate, independent commitment), [together with a corresponding portion of\neach of its outstanding Loans] [and a corresponding portion of its\nparticipation in each of the outstanding Letters of Credit], in an amount\nequal to    % of the Assignor's Commitment [and Loans], on the terms and\nsubject to the conditions set forth herein, and the Assignee wishes to accept\nassignment of such rights and to assume such obligations from the Assignor on\nsuch terms and subject to such conditions;\n\n     NOW, THEREFORE, in consideration of the foregoing and the mutual\nagreements contained herein, the parties hereto agree as follows:\n\n     1.  Assignment and Acceptance.\n\n          (a)  Subject to the terms and conditions of this Assignment and\nAcceptance, (i) the Assignor hereby sells, transfers and assigns to the\nAssignee, and (ii) the Assignee hereby purchases, assumes and undertakes from\nthe Assignor, without recourse and without representation or warranty (except\nas provided in this Assignment and Acceptance)    % (the \"Assignee's\nPercentage Share\") of (A) the Commitment and L\/C Commitment [and the Loans]\nof the Assignor [and participation in outstanding Letters of Credit] and\n(B) all related rights, benefits, obligations, liabilities and indemnities of\nthe Assignor under and in connection with the Credit Agreement and the Loan\nDocuments.\n\n          (b)  With effect on and after the Effective Date (as defined in\nSection 5 hereof), the Assignee shall be a party to the Credit Agreement and\nsucceed to all of the rights and be obligated to perform all of the\nobligations of a Bank under the Credit Agreement, including the requirements\nconcerning confidentiality and the payment of indemnification, with a\nCommitment in the amount set forth in subsection (c) below.  The Assignee\nagrees that it will perform in accordance with their terms all of the\nobligations which by the terms of the Credit Agreement are required to be\nperformed by it as a Bank.  It is the intent of the parties hereto that the\nCommitment of the Assignor shall, as of the Effective Date, be reduced by an\namount equal to the portion thereof assigned to the Assignee hereunder, and\nthe Assignor shall relinquish its rights and be released from its obligations\nunder the Credit Agreement to the extent such obligations have been assumed\nby the Assignee including with respect to its L\/C Commitment; provided,\nhowever, that the Assignor shall not relinquish its rights under Article IV\nor Sections 11.4 and 11.5 of the Credit Agreement to the extent such rights\nrelate to the time prior to the Effective Date.\n\n          (c)  After giving effect to the assignment and assumption set forth\nherein, on the Effective Date:  (i) the Assignee's Commitment will be\n$          [; (ii) the Assignee's aggregate outstanding Loans will be\n$               ;] [and (iii) the Assignor's L\/C Commitment will be\n$              ].\n\n          (d)  After giving effect to the assignment and assumption set forth\nherein, on the Effective Date:  (i) the Assignor's Commitment will be\n$          [; (ii) the Assignor's aggregate outstanding Loans will be\n$               ;] [and (iii) the Assignor's L\/C Commitment will be\n$                   ].\n\n     2.   Payments.\n\n          (a)  As consideration for the sale, assignment and transfer\ncontemplated in Section 1 hereof, (i) the Assignee shall pay to the Assignor\non the Effective Date in immediately available funds an amount equal to\n$          , representing the Assignee's Percentage Share of the principal\namount of all Loans previously made by the Assignor to the Company under the\nCredit Agreement and outstanding on the Effective Date and (ii) the Assignee\nassumes the Assignee's Percentage Share of the Assignor's participation in\nthe Letters of Credit and each drawing under such Letter of Credit\noutstanding on the Effective Date.\n\n          (b)  The [Assignor] [Assignee] further agrees to pay to the Agent a\nprocessing fee in the amount specified in Section 11.8 of the Credit\nAgreement.\n\n     3.   Reallocation of Payments.  Any interest, fees and other payments\n\naccrued to the Effective Date with respect to the Commitment [and Loans] [and\nLetters of Credit] of the Assignor shall be for the account of the Assignor.\nAny interest, fees and other payments accrued on and after the Effective Date\nwith respect to the portion of such Commitment [and Loans] [and Letters of\nCredit] assigned to the Assignee shall be for the account of the Assignee.\nEach of the Assignor and the Assignee agrees that it will hold in trust for\nthe other party any interest, fees and other amounts which it may receive to\nwhich the other party is entitled pursuant to the preceding sentence and pay\nto the other party any such amounts which it may receive promptly upon\nreceipt.\n\n     4.   Independent Credit Decision.  The Assignee: (a) acknowledges that\nit has received a copy of the Credit Agreement and the Schedules and Exhibits\nthereto, together with copies of the most recent financial statements\nreferred to in Section 6.11 or Section 7.1 of the Credit Agreement, and such\nother documents and information as it has deemed appropriate to make its own\ncredit and legal analysis and decision to enter into this Assignment and\nAcceptance; and (b) agrees that it will, independently and without reliance\nupon the Assignor, the Agent or any other Bank and based on such documents and\ninformation as it shall deem appropriate at the time, continue to make its\nown credit and legal decisions in taking or not taking action under the\nCredit Agreement.\n\n     5.   Effective Date; Notices.\n\n\n          (a)  As between the Assignor and the Assignee, the effective date\nfor this Assignment and Acceptance shall be                (the \"Effective\nDate\"); provided that the following conditions precedent have been satisfied\non or before the Effective Date:\n\n               (i)  this Assignment and Acceptance shall be executed and\n     delivered by the Assignor and the Assignee;\n\n               (ii)  any consent of the Company and the Agent required under\n     Section 11.8 of the Credit Agreement for the effectiveness of the\n     assignment hereunder by the Assignor to the Assignee shall have been\n     duly obtained and shall be in full force and effect as of the Effective\n     Date;\n\n               (iii)  the Assignee shall pay to the Assignor all amounts due\n     to the Assignor under this Assignment and Acceptance;\n\n               (iv)  the processing fee referred to in Section 2(b) hereof\n     and in Section 11.8 of the Credit Agreement shall have been paid to the\n     Agent; and\n\n               (v)  the Assignor and Assignee shall have complied with the\n     other requirements of Section 11.8 of the Credit Agreement and with the\n     requirements of Sections 10.10 and 11.9 of the Credit Agreement (in each\n     case to the extent applicable).\n\n          (b)  Promptly following the execution of this Assignment and\nAcceptance, the Assignor shall deliver to the Company and the Agent for\nacknowledgement by the Agent, a Notice of Assignment substantially in the\nform attached hereto as Schedule 1.\n\n\n     6.   Agent.  The Assignee hereby appoints and authorizes the Assignor to\ntake such action as agent on its behalf and to exercise such powers under the\nCredit Agreement as are delegated to the Agent by the Banks pursuant to the\nterms of the Credit Agreement.  [The Assignee shall assume no duties or\nobligations held by the Assignor in its capacity as Agent under the Credit \nAgreement.] [INCLUDE ONLY IF ASSIGNOR IS AGENT]\n\n     7.   Withholding Tax.  The Assignee (a) represents and warrants to the\nAssignor, the Agent and the Company that under applicable law and treaties no\ntax will be required to be withheld by the Bank with respect to any payments\nto be made to the Assignee hereunder, and (b) agrees to furnish (if it is\norganized under the laws of any jurisdiction other than the United States or\nany State thereof) to the Agent and the Company prior to the time that the\nAgent or Company is required to make any payment of interest or fees under\nthe Credit Agreement, duplicate executed originals of either U.S. Internal\nRevenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein\nthe Assignee claims entitlement to the benefits of a tax treaty that provides\nfor a complete exemption from U.S. federal income withholding tax on all\npayments hereunder) and agrees to provide new Forms 4224 or 1001 upon the\nexpiration of any previously delivered form or comparable statements in\naccordance with applicable U.S. law and regulations and amendments thereto,\nduly executed and completed by the Assignee, as and when required under the\nCredit Agreement.\n\n     8.   Representations and Warranties.\n\n          (a)  The Assignor represents and warrants that (i) it is the legal\nand beneficial owner of the interest being assigned by it hereunder and that\nsuch interest is free and clear of any Lien or other adverse claim; (ii) it\nis duly organized and existing and it has the full power and authority to\ntake, and has taken, all action necessary to execute and deliver this\nAssignment and Acceptance and any other documents required or permitted to be\nexecuted or delivered by it in connection with this Assignment and Acceptance\nand to fulfill its obligations hereunder; (iii) no notices to, or consents,\nauthorizations or approvals of, any Person are required (other than those\nreferred to in Section 5(a)(ii) hereof and any already given or obtained) for\nits due execution, delivery and performance of this Assignment and\nAcceptance, and apart from any agreements or undertakings or filings required\nby the Credit Agreement, no further action by, or notice to, or filing with,\nany Person is required of it for such execution, delivery or performance; and\n(iv) this Assignment and Acceptance has been duly executed and delivered by\nit and constitutes the legal, valid and binding obligation of the Assignor,\nenforceable against the Assignor in accordance with the terms hereof,\nsubject, as to enforcement, to bankruptcy, insolvency, moratorium,\nreorganization and other laws of general application relating to or affecting\ncreditors' rights and to general equitable principles.\n\n          (b)  The Assignor makes no representation or warranty and assumes\nno responsibility with respect to any statements, warranties or\nrepresentations made in or in connection with the Credit Agreement, any Loan\nDocument or the execution, legality, validity, enforceability, genuineness,\nsufficiency or value of the Credit Agreement, any Loan Document or any other\ninstrument or document furnished pursuant thereto.  The Assignor makes no\nrepresentation or warranty in connection with, and assumes no responsibility\nwith respect to, the solvency, financial condition or statements of the\nCompany, or the performance or observance by the Company, of any of its\nrespective obligations under the Credit Agreement or any other instrument or\ndocument furnished in connection therewith.\n\n          (c)  The Assignee represents and warrants that (i) it is duly\norganized and existing and it has full power and authority to take, and has\ntaken, all action necessary to execute and deliver this Assignment and\nAcceptance and any other documents required or permitted to be executed or\ndelivered by it in connection with this Assignment and Acceptance, and to\nfulfill its obligations hereunder; (ii) no notices to, or consents,\nauthorizations or approvals of, any Person are required (other than those\nreferred to in Section 5(a)(ii) hereof and any already given or obtained)\nfor its due execution, delivery and performance of this Assignment and\nAcceptance; and apart from any agreements or undertakings or filings required\nby the Credit Agreement, no further action by, or notice to, or filing with,\nany Person is required of it for such execution, delivery or performance;\n(iii) this Assignment and Acceptance has been duly executed and delivered by\nit and constitutes the legal, valid and binding obligation of the Assignee,\nenforceable against the Assignee in accordance with the terms hereof,\nsubject, as to enforcement, to bankruptcy, insolvency, moratorium,\nreorganization and other laws of general application relating to or affecting\ncreditors' rights and to general equitable principles; and (iv) it is an\nEligible Assignee.\n\n     9.   Further Assurances.  The Assignor and the Assignee each hereby\n\nagrees to execute and deliver such other instruments, and take such other\naction, as either party may reasonably request in connection with the\ntransactions contemplated by this Assignment and Acceptance, including the\ndelivery of any notices or other documents or instruments to the Company or\nthe Agent, which may be required in connection with the assignment and\nassumption contemplated hereby.\n\n     10.  Miscellaneous.\n\n          (a)  Any amendment or waiver of any provision of this Assignment\nand Acceptance shall be in writing and signed by the parties hereto.  No\nfailure or delay by either party hereto in exercising any right, power or\nprivilege hereunder shall operate as a waiver thereof and any waiver of any\nbreach of the provisions of this Assignment and Acceptance shall be without\nprejudice to any rights with respect to any other or further breach thereof.\n\n          (b)  All payments made hereunder shall be made without any set-off\nor counterclaim.\n\n          (c)  The Assignor and the Assignee shall each pay its own costs and\nexpenses incurred in connection with the negotiation, preparation, execution\nand performance of this Assignment and Acceptance.\n\n          (d)  This Assignment and Acceptance may be executed in any number\nof counterparts and all of such counterparts taken together shall be deemed\nto constitute one and the same instrument.\n\n          (e)  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND\nCONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA.  THE\nASSIGNOR AND THE ASSIGNEE EACH IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE\nJURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN CALIFORNIA OVER ANY SUIT,\nACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT AND\nACCEPTANCE AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR\nPROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE OR FEDERAL\nCOURT.  EACH PARTY TO THIS ASSIGNMENT AND ACCEPTANCE HEREBY IRREVOCABLY WAIVES,\nTO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION, INCLUDING ANY\nOBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON\nCONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION\nOR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS ASSIGNMENT AND\nACCEPTANCE OR ANY DOCUMENT RELATED HERETO, AND PERSONAL SERVICE OF ANY\nSUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS\nPERMITTED BY CALIFORNIA\/NEW YORK LAW.\n\n          (f)  THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,\nVOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY\nJURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR\nIN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, AND ANY RELATED DOCUMENTS\nAND AGREEMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY\nACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY EITHER OF THE\nPARTIES AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS,\nTORT CLAIMS, OR OTHERWISE.  EACH OF THE PARTIES ALSO AGREES THAT ANY SUCH\nCLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.\n[OTHER PROVISIONS TO BE ADDED AS MAY BE NEGOTIATED BETWEEN THE ASSIGNOR AND\nTHE ASSIGNEE, PROVIDED THAT SUCH PROVISIONS ARE NOT INCONSISTENT WITH THE\nCREDIT AGREEMENT.]\n\n\n     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this\nAssignment and Acceptance to be executed and delivered by their duly\nauthorized officers as of the date first above written.\n\n\n                                            [ASSIGNOR]\n\n\n                                            By:\n                                            Title:\n\n\n\n\n                                            [ASSIGNEE]\n\n\n                                            By:\n                                            Title:\n\n\n                                     1.\n\n                                 SCHEDULE 1\n                 to the Assignment and Acceptance Agreement\n\n\n                     NOTICE OF ASSIGNMENT AND ACCEPTANCE\n                     -----------------------------------\n\n\nDate:\n\n\nTo:  Bank of America National Trust and Savings Association, as Agent\n\n     Storage Technology Corporation\n\nLadies and Gentlemen:\n\n     We refer to the Credit Agreement dated as of April 9, 1997 (as amended,\nrestated, modified, supplemented or renewed from time to time, the \"Credit\nAgreement\") among Storage Technology Corporation (the \"Company\"), the Banks\nreferred to therein and Bank of America National Trust and Savings\nAssociation, as Swingline Bank, Issuing Bank and agent for the Banks (in its\ncapacity as agent, the \"Agent\").  Terms defined in the Credit Agreement are\nused herein as therein defined.\n\n     1.   We hereby give you notice of, and request the consent of the\nCompany and the Agent to, the assignment by                          (the\n\"Assignor\") to                      (the \"Assignee\") of     % of the right,\ntitle and interest of the Assignor in and to the Credit Agreement (including,\nwithout limitation,     % of the right, title and interest of the Assignor in\nand to the Commitment and L\/C Commitment of the Assignor [and all outstanding\nLoans made by the Assignor] [and corresponding portion of Assignor's\nparticipation in each outstanding Letter of Credit]) pursuant to that certain\nAssignment and Acceptance Agreement, dated as of             (the \"Assignment\nand Acceptance\") between Assignor and Assignee, a copy of which Assignment\nand Acceptance is attached hereto.  Before giving effect to such assignment\nthe Assignor's Commitment is $            [and its L\/C Commitment is\n$          ].  [The Assignor has made Loans to the Company in the principal\namount of $           .] [No Loans are outstanding under the Credit\nAgreement.]\n\n     2.   The Assignee agrees that, upon receiving the consent of the Company\nand the Agent to such assignment (if applicable) and from and after the \nEffective Date (as such term is defined in Section 5 of the Assignment and\nAcceptance), the Assignee shall be bound by the terms of the Credit Agreement,\nwith respect to the interest in the Credit Agreement assigned to it as\nspecified above, as fully and to the same extent as if the Assignee were the\nBank originally holding such interest in the Credit Agreement.\n\n     3.   The following administrative details apply to the Assignee:\n     (A)  Lending Office(s):\n\n                                        Assignee name:\n                                             Address:\n\n\n\n                                        Attention:\n                                             Telephone:           (    )\n                                             Facsimile:           (    )\n\n\n\n                                        Assignee name:\n                                             Address:\n\n\n\n                                        Attention:\n                                             Telephone:           (    )\n                                             Facsimile:           (    )\n\n\n\n     (B)  Notice Address:\n\n                                        Assignee name:\n                                             Address:\n\n\n\n                                        Attention:\n                                             Telephone:           (    )\n                                             Facsimile:           (    )\n\n\n\n     (C)  Payment Instructions:\n\n                                   Account No.:\n                                             At:\n\n\n\n                                        Reference:\n                                        Attention:\n\n\n     4.  You are entitled to rely upon the representations, warranties and\ncovenants of each of the Assignor and Assignee contained in the Assignment\nand Acceptance.\n\n     5.  This Notice of Assignment and Acceptance may be executed by the\nAssignor and the Assignee in separate counterparts, each of which when so\nexecuted and delivered shall be deemed to be an original and all of which\ntaken together shall constitute one and the same notice and agreement.\n\n     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this\nNotice of Assignment and Acceptance to be executed by their respective duly\nauthorized officials, officers or agents as of the date first above\nmentioned.\n\n\n                                   Very truly yours,\n\n\nAdjusted Commitment:                [ASSIGNOR]\n$                                   By:\n\n\n                                    Title:\nAdjusted L\/C Commitment\n$              ]\n\n\nAdjusted Pro Rata Share:\n\n       %\n\n\nCommitment:                         [ASSIGNEE]\n$                                   By:\n\n\n                                    Title:\nL\/C Commitment\n$              ]\n\n\nPro Rata Share:\n       %\n\n\nCONSENTED TO this       day\nof                   :\n\n\nSTORAGE TECHNOLOGY CORPORATION\nBy:\nTitle:\n\n\nACKNOWLEDGED AND CONSENTED TO this\n     day of         :\n\n\nBANK OF AMERICA NATIONAL TRUST AND\nSAVINGS ASSOCIATION,\n  as Agent\nBy:\nTitle:\n\n\n\n                                  EXHIBIT F\n                                   --------\n                           to the Credit Agreement\n\n                           FORM OF PROMISSORY NOTE\n\n\n\nU.S.$                                                                   , 199\n\n\n\n\n            FOR VALUE RECEIVED, the undersigned, Storage Technology\nCorporation, a Delaware corporation (hereinafter the \"Company\"), hereby\npromises to pay to the order of                                         (the\n\"Bank\") the principal sum of                              United States\ndollars (U.S.$          ) or, if less, the aggregate unpaid principal amount\nof all Loans made by the Bank to the Company pursuant to the Credit\nAgreement, dated as of April 9, 1997 (as the same may be amended, restated,\nsupplemented or otherwise modified from time to time, being hereinafter\ncalled the \"Credit Agreement\"), among the Company, the Bank, the other banks\nparties thereto, and Bank of America National Trust and Savings Association,\nas Swingline Bank, Issuing Bank and Agent for the Banks, on the dates and in\nthe amounts provided in the Credit Agreement.  The Company further promises\nto pay interest on the unpaid principal amount of the Loans evidenced hereby\nfrom time to time at the rates, on the dates, and otherwise as provided in\nthe Credit Agreement.\n\n            The Bank is authorized to endorse the amount and the date on\nwhich each Loan is made, the maturity date therefor and each payment of\nprincipal with respect thereto on the schedules annexed hereto and made a\npart hereof, or on continuations of such schedules which continuations shall\nbe attached hereto and made a part hereof; provided, that any failure to\nendorse such information on any such schedule or continuation thereof shall\nnot in any manner affect any obligation of the Company under the Credit\nAgreement and this Promissory Note (the \"Note\") or the right of the Company\nto credit for any payments made.\n\n            This Note is one of the Notes referred to in, and is entitled to\nthe benefits of, the Credit Agreement, which Credit Agreement, among other\nthings, contains provisions for acceleration of the maturity hereof upon the\nhappening of certain stated events and also for prepayments on account\nof principal hereof prior to the maturity hereof upon the terms and\nconditions therein specified.  The maker hereby expressly waives\npresentment, demand, protest or further notice of any kind in connection\nwith the delivery, acceptance, performance or enforcement of this Note.\n\n            Unless otherwise defined in this Note, terms defined in the\nCredit Agreement are used herein as therein defined.\n\n            This Note shall be governed by, and construed and interpreted in\naccordance with, the laws of the State of California.\n\n\n                                    STORAGE TECHNOLOGY CORPORATION\n\n\n\n                                    By:\n\n                                           Name:\n                                           Title:\n\n\n\n                                                            Schedule A to Note\n\n\n               BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS\n               ------------------------------------------------\n                                 (3)             (4)\n                  (2)            Maturity         Amount of\n                  Amount           Date of           Base           (5)\n   (1)            of Base            Base         Rate Loan       Notation\n   Date          Rate Loan      Rate Loan           Repaid        Made By\n  ---------      ----------     ---------         -----------     --------\n\n\n\n\n\n\n\n\n\n\n\n\n                                                            Schedule B to Note\n\n\n\n           OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS\n           --------------------------------------------------------\n                  (2)            (3)             (4)\n                  Amount           Maturity       Amount of\n                  of             Date of           Offshore         (5)\n   (1)            Offshore         Offshore       Rate Loan       Notation\n   Date           Rate Loan       Rate Loan         Repaid        Made By\n-------          ----------       ---------       ----------     ----------\n\n\n\n\n\n\n\n\n\n\n\n\n\n                               PROMISSORY NOTE\n\n\nU.S.$30,000,000     April 9, 1997\n\n\n             FOR VALUE RECEIVED, the undersigned, Storage Technology\nCorporation, a Delaware corporation (hereinafter the \"Company\"), hereby\npromises to pay to the order of Bank of America National Trust and Savings\nAssociation (the \"Bank\") the principal sum of thirty million United States\ndollars (U.S.$30,000,000) or, if less, the aggregate unpaid principal amount\nof all Loans made by the Bank to the Company pursuant to the Credit\nAgreement, dated as of April 9, 1997 (as the same may be amended, restated,\nsupplemented or otherwise modified from time to time, being hereinafter\ncalled the \"Credit Agreement\"), among the Company, the Bank, the other banks\nparties thereto, and Bank of America National Trust and Savings Association,\nas Swingline Bank, Issuing Bank and Agent for the Banks, on the dates and in\nthe amounts provided in the Credit Agreement.  The Company further promises\nto pay interest on the unpaid principal amount of the Loans evidenced hereby\nfrom time to time at the rates, on the dates, and otherwise as provided in\nthe Credit Agreement.\n\n             The Bank is authorized to endorse the amount and the date on\nwhich each Loan is made, the maturity date therefor and each payment of\nprincipal with respect thereto on the schedules annexed hereto and made a\npart hereof, or on continuations of such schedules which continuations shall\nbe attached hereto and made a part hereof; provided, that any failure to\nendorse such information on any such schedule or continuation thereof shall\nnot in any manner affect any obligation of the Company under the Credit\nAgreement and this Promissory Note (the \"Note\") or the right of the Company\nto credit for any payments made.\n\n             This Note is one of the Notes referred to in, and is entitled to\nthe benefits of, the Credit Agreement, which Credit Agreement, among other\nthings, contains provisions for acceleration of the maturity hereof upon the\nhappening of certain stated events and also for prepayments on account of\nprincipal hereof prior to the maturity hereof upon the terms and conditions\ntherein specified.  The maker hereby expressly waives presentment, demand,\nprotest or further notice of any kind in connection with the delivery,\nacceptance, performance or enforcement of this Note.\n\n             Unless otherwise defined in this Note, terms defined in the\nCredit Agreement are used herein as therein defined.\n\n\n             This Note shall be governed by, and construed and interpreted in\naccordance with, the laws of the State of California.\n\n                                          STORAGE TECHNOLOGY CORPORATION\n\n\n                                          By:\n\n                                                 Name:\n                                                 Title:\n\n\n                                                           Schedule A to Note\n\n\n              BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS\n\n\n\n\n                                            (3)                (4)\n                          (2)             Maturity          Amount of\n                         Amount           Date of              Base             \n (5)\n        (1)             of Base             Base            Rate Loan          \nNotation\n        Date            Rate Loan        Rate Loan            Repaid           \nMade By\n\n\n                                                           Schedule B to Note\n\n\n\n          OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS\n\n                          (2)               (3)                (4)\n                         Amount           Maturity          Amount of\n                           of             Date of            Offshore           \n (5)\n        (1)             Offshore          Offshore          Rate Loan          \nNotation\n        Date           Rate Loan         Rate Loan            Repaid           \nMade By\n\n\n\n\n\n\n\n                               PROMISSORY NOTE\n\n\nU.S.$18,000,000  April 9, 1997\n\n\n           FOR VALUE RECEIVED, the undersigned, Storage Technology\nCorporation, a Delaware corporation (hereinafter the \"Company\"), hereby\npromises to pay to the order of The First National Bank of Boston (the\n\"Bank\") the principal sum of eighteen million United States dollars\n(U.S.$18,000,000) or, if less, the aggregate unpaid principal amount of all\nLoans made by the Bank to the Company pursuant to the Credit Agreement, dated\nas of April 9, 1997 (as the same may be amended, restated, supplemented or\notherwise modified from time to time, being hereinafter called the \"Credit\nAgreement\"), among the Company, the Bank, the other banks parties thereto,\nand Bank of America National Trust and Savings Association, as Swingline\nBank, Issuing Bank and Agent for the Banks, on the dates and in the amounts\nprovided in the Credit Agreement.  The Company further promises to pay\ninterest on the unpaid principal amount of the Loans evidenced hereby from\ntime to time at the rates, on the dates, and otherwise as provided in the\nCredit Agreement.\n\n           The Bank is authorized to endorse the amount and the date on which\neach Loan is made, the maturity date therefor and each payment of principal\nwith respect thereto on the schedules annexed hereto and made a part hereof,\nor on continuations of such schedules which continuations shall be attached\nhereto and made a part hereof; provided, that any failure to endorse such\ninformation on any such schedule or continuation thereof shall not in any\nmanner affect any obligation of the Company under the Credit Agreement and\nthis Promissory Note (the \"Note\") or the right of the Company to credit for\nany payments made.\n\n           This Note is one of the Notes referred to in, and is entitled to\nthe benefits of, the Credit Agreement, which Credit Agreement, among other\nthings, contains provisions for acceleration of the maturity hereof upon the\nhappening of certain stated events and also for prepayments on account of\nprincipal hereof prior to the maturity hereof upon the terms and conditions\ntherein specified.  The maker hereby expressly waives presentment, demand,\nprotest or further notice of any kind in connection with the delivery,\nacceptance, performance or enforcement of this Note.\n\n           Unless otherwise defined in this Note, terms defined in the Credit\nAgreement are used herein as therein defined.\n\n           This Note shall be governed by, and construed and interpreted in\naccordance with, the laws of the State of California.\n\n                                   STORAGE TECHNOLOGY CORPORATION\n\n\n\n                                   By:\n\n                                          Name:\n                                          Title:\n\n\n                                                           Schedule A to Note\n\n\n              BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS\n\n\n\n\n                                    (3)             (4)\n                     (2)          Maturity       Amount of\n                    Amount        Date of           Base           (5)\n      (1)          of Base          Base         Rate Loan       Notation\n      Date         Rate Loan                 Rate Loan            Repaid\n    Made By\n\n\n\n\n\n                                                           Schedule B to Note\n\n\n\n          OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS\n\n\n\n\n\n                     (2)            (3)             (4)\n                    Amount        Maturity       Amount of\n                      of          Date of         Offshore         (5)\n      (1)          Offshore       Offshore       Rate Loan       Notation\n      Date        Rate Loan      Rate Loan         Repaid        Made By\n\n\n\n\n\n\n\n                               PROMISSORY NOTE\n\n\nU.S.$23,000,000  April 9, 1997\n\n\n           FOR VALUE RECEIVED, the undersigned, Storage Technology\nCorporation, a Delaware corporation (hereinafter the \"Company\"), hereby\npromises to pay to the order of the Royal Bank of Canada (the \"Bank\") the\nprincipal sum of twenty-three million United States dollars (U.S.$23,000,000)\nor, if less, the aggregate unpaid principal amount of all Loans made by the\nBank to the Company pursuant to the Credit Agreement, dated as of April 9,\n1997 (as the same may be amended, restated, supplemented or otherwise\nmodified from time to time, being hereinafter called the \"Credit Agreement\"),\namong the Company, the Bank, the other banks parties thereto, and Bank of\nAmerica National Trust and Savings Association, as Swingline Bank, Issuing\nBank and Agent for the Banks, on the dates and in the amounts provided in the\nCredit Agreement.  The Company further promises to pay interest on the unpaid\nprincipal amount of the Loans evidenced hereby from time to time at the\nrates, on the dates, and otherwise as provided in the Credit Agreement.\n\n           The Bank is authorized to endorse the amount and the date on which\neach Loan is made, the maturity date therefor and each payment of principal\nwith respect thereto on the schedules annexed hereto and made a part hereof,\nor on continuations of such schedules which continuations shall be attached\nhereto and made a part hereof; provided, that any failure to endorse such\ninformation on any such schedule or continuation thereof shall not in any\nmanner affect any obligation of the Company under the Credit Agreement and\nthis Promissory Note (the \"Note\") or the right of the Company to credit for\nany payments made.\n\n           This Note is one of the Notes referred to in, and is entitled to\nthe benefits of, the Credit Agreement, which Credit Agreement, among other\nthings, contains provisions for acceleration of the maturity hereof upon the\nhappening of certain stated events and also for prepayments on account of\nprincipal hereof prior to the maturity hereof upon the terms and conditions\ntherein specified.  The maker hereby expressly waives presentment, demand,\nprotest or further notice of any kind in connection with the delivery,\nacceptance, performance or enforcement of this Note.\n\n           Unless otherwise defined in this Note, terms defined in the Credit\nAgreement are used herein as therein defined.\n\n\n           This Note shall be governed by, and construed and interpreted in\naccordance with, the laws of the State of California.\n\n                                   STORAGE TECHNOLOGY CORPORATION\n\n\n\n                                   By:\n\n                                          Name:\n                                          Title:\n\n\n                                                           Schedule A to Note\n\n\n              BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS\n\n\n\n\n                                    (3)             (4)\n                     (2)          Maturity       Amount of\n                    Amount        Date of           Base           (5)\n      (1)          of Base          Base         Rate Loan       Notation\n      Date         Rate Loan                 Rate Loan            Repaid\n    Made By\n\n\n\n\n\n\n\n                                                           Schedule B to Note\n\n\n\n          OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS\n\n\n\n\n\n                     (2)            (3)             (4)\n                    Amount        Maturity       Amount of\n                      of          Date of         Offshore         (5)\n      (1)          Offshore       Offshore       Rate Loan       Notation\n      Date        Rate Loan      Rate Loan         Repaid        Made By\n\n\n\n\n\n\n                               PROMISSORY NOTE\n\n\nU.S.$23,000,000  April 9, 1997\n\n\n           FOR VALUE RECEIVED, the undersigned, Storage Technology\nCorporation, a Delaware corporation (hereinafter the \"Company\"), hereby\npromises to pay to the order of The First National Bank of Chicago (the\n\"Bank\") the principal sum of twenty-three million United States dollars\n(U.S.$23,000,000) or, if less, the aggregate unpaid principal amount of all\nLoans made by the Bank to the Company pursuant to the Credit Agreement, dated\nas of April 9, 1997 (as the same may be amended, restated, supplemented or\notherwise modified from time to time, being hereinafter called the \"Credit\nAgreement\"), among the Company, the Bank, the other banks parties thereto,\nand Bank of America National Trust and Savings Association, as Swingline\nBank, Issuing Bank and Agent for the Banks, on the dates and in the amounts\nprovided in the Credit Agreement.  The Company further promises to pay\ninterest on the unpaid principal amount of the Loans evidenced hereby from\ntime to time at the rates, on the dates, and otherwise as provided in the\nCredit Agreement.\n\n           The Bank is authorized to endorse the amount and the date on which\neach Loan is made, the maturity date therefor and each payment of principal\nwith respect thereto on the schedules annexed hereto and made a part hereof,\nor on continuations of such schedules which continuations shall be attached\nhereto and made a part hereof; provided, that any failure to endorse such\ninformation on any such schedule or continuation thereof shall not in any\nmanner affect any obligation of the Company under the Credit Agreement and\nthis Promissory Note (the \"Note\") or the right of the Company to credit for\nany payments made.\n\n           This Note is one of the Notes referred to in, and is entitled to\nthe benefits of, the Credit Agreement, which Credit Agreement, among other\nthings, contains provisions for acceleration of the maturity hereof upon the\nhappening of certain stated events and also for prepayments on account of\nprincipal hereof prior to the maturity hereof upon the terms and conditions\ntherein specified.  The maker hereby expressly waives presentment, demand,\nprotest or further notice of any kind in connection with the delivery,\nacceptance, performance or enforcement of this Note.\n\n           Unless otherwise defined in this Note, terms defined in the Credit\nAgreement are used herein as therein defined.\n\n\n           This Note shall be governed by, and construed and interpreted in\naccordance with, the laws of the State of California.\n\n                                   STORAGE TECHNOLOGY CORPORATION\n\n\n                                   By:\n\n                                          Name:\n                                          Title:\n\n\n                                                           Schedule A to Note\n\n\n              BASE RATE LOANS AND REPAYMENT OF BASE RATE LOANS\n\n\n\n\n                                    (3)             (4)\n                     (2)          Maturity       Amount of\n                    Amount        Date of           Base           (5)\n      (1)          of Base          Base         Rate Loan       Notation\n      Date         Rate Loan                 Rate Loan            Repaid\n\n    Made By\n\n\n\n\n\n                                                           Schedule B to Note\n\n\n\n          OFFSHORE RATE LOANS AND REPAYMENT OF OFFSHORE RATE LOANS\n\n\n\n\n\n                     (2)            (3)             (4)\n                    Amount        Maturity       Amount of\n                      of          Date of         Offshore         (5)\n      (1)          Offshore       Offshore       Rate Loan       Notation\n      Date        Rate Loan      Rate Loan         Repaid        Made By\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6846,8959],"corporate_contracts_industries":[9415,9508],"corporate_contracts_types":[9561,9560],"class_list":["post-40986","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bank-of-america-corp","corporate_contracts_companies-storage-technology-corp","corporate_contracts_industries-financial__banks","corporate_contracts_industries-technology__hardware","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40986","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40986"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40986"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40986"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40986"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}