1 Exhibit 5(a) REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of March 27, 1997

1
Exhibit 5(a)

REVOLVING CREDIT AND TERM LOAN AGREEMENT

Dated as of March 27, 1997

among

FLEXTRONICS INTERNATIONAL LTD.,

THE FIRST NATIONAL BANK OF BOSTON and the other lending
institutions set forth on Schedule 1 hereto, and

THE FIRST NATIONAL BANK OF BOSTON,
as Agent

with

BANCBOSTON SECURITIES INC.,
as Arranger

TABLE OF CONTENTS

1. DEFINITIONS AND RULES OF INTERPRETATION. ................................1
1.1. Definitions. ..................................................1
1.2. Rules of Interpretation. ......................................20
2. THE REVOLVING CREDIT FACILITY. ..........................................20
2.1. Commitment to Lend. ...........................................20
2.2. Commitment Fee. ...............................................21
2.3. Reduction of Total Commitment. ................................21
2.3.1. Optional Reduction. ..................................21
2.3.2. Mandatory Reduction. .................................21
2.4. The Revolving Credit Notes. ...................................22
2.5. Interest on Revolving Credit Loans. ...........................22
2.6. Requests for Revolving Credit Loans. ..........................22
2.7. Conversion Options. ...........................................23
2.7.1. Conversion to Different Type of Revolving Credit Loan..23
2.7.2. Continuation of Type of Revolving Credit Loan. .......23
2.7.3. Eurodollar Rate Loans. ...............................24
2.8. Funds for Revolving Credit Loan. ..............................24
2.8.1. Funding Procedures. ..................................24
2.8.2. Advances by Agent. ...................................24
2.9. Change in Borrowing Base. .....................................25
3. REPAYMENT OF THE REVOLVING CREDIT LOANS. ................................25
3.1. Maturity. .....................................................25
3.2. Mandatory Repayments of Revolving Credit Loans. ...............25
3.3. Optional Repayments of Revolving Credit Loans. ................25
4. THE TERM LOAN. ..........................................................26
4.1. Commitment to Lend. ...........................................26
4.2. The Term Notes. ...............................................26
4.3. Mandatory Prepayments. ........................................26
4.3.1. Schedule of Installment Payments of Principal of Term
Loan. ........................................................26
4.3.2. Proceeds. ............................................27
4.4. Optional Prepayment of Term Loan. .............................27
4.5. Interest on Term Loan. ........................................27
4.4.1. Interest Rates. ......................................28
4.4.2. Notification by Borrower. ............................28
4.4.3. Amounts, etc. ........................................28
5. LETTERS OF CREDIT. ......................................................28
5.1. Letter of Credit Commitments. .................................28
5.1.1. Commitment to Issue Letters of Credit. ...............28
5.1.2. Letter of Credit Applications. .......................29
5.1.3. Terms of Letters of Credit. ..........................29
5.1.4. Reimbursement Obligations of Banks. ..................29
5.1.5. Participations of Banks. .............................29
5.2. Reimbursement Obligation of the Borrower. .....................29
5.3. Letter of Credit Payments. ....................................30

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5.4. Obligations Absolute. .........................................31
5.5. Reliance by Issuer. ...........................................31
5.6. Letter of Credit Fee. .........................................32
6. CERTAIN GENERAL PROVISIONS. .............................................32
6.1. Closing Fee. ..................................................32
6.2. Agent's Fee. ..................................................32
6.3. Funds for Payments. ...........................................32
6.3.1. Payments to Agent. ...................................32
6.3.2. No Offset, etc. ......................................32
6.4. Computations. .................................................33
6.5. Inability to Determine Eurodollar Rate. .......................33
6.6. Illegality. ...................................................33
6.7. Additional Costs, etc. ........................................34
6.8. Capital Adequacy. .............................................35
6.9. Certificate. ..................................................36
6.10. Indemnity. ...................................................36
6.11. Interest After Default. ......................................36
6.12. Certain Bank Obligations. ....................................36
6.12.1. Replacement Banks. ..................................36
6.12.2. Mitigation. .........................................37
6.12.3. Filing Requirements. ................................37
7. COLLATERAL SECURITY AND GUARANTIES. .....................................38
7.1. Security of Borrower. .........................................38
7.2. Guarantees and Security of Subsidiaries. ......................38
7.3. Change of Status. .............................................38
8. REPRESENTATIONS AND WARRANTIES. .........................................39
8.1. Corporate Authority. ..........................................39
8.1.1. Incorporation; Good Standing. ........................39
8.1.2. Authorization. .......................................39
8.1.3. Enforceability. ......................................39
8.2. Governmental Approvals. .......................................40
8.3. Title to Properties; Leases. ..................................40
8.4. Financial Statements. .........................................40
8.4.1. Financial Statements. ................................40
8.4.2. Projections. .........................................41
8.5. No Material Changes, etc; Solvency ............................41
8.5.1. No Changes. ..........................................41
8.5.2. Solvency. ............................................41
8.6. Franchises, Patents, Copyrights, etc. .........................41
8.7. Litigation. ...................................................42
8.8. No Materially Adverse Contracts, etc. .........................42
8.9. Compliance with Other Instruments, Laws, etc. .................42
8.10. Tax Status. ..................................................42
8.11. No Event of Default. .........................................42
8.12. Holding Company and Investment Company Acts. .................42
8.13. Absence of Financing Statements, etc. ........................43
8.14. Perfection of Security Interest. .............................43

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8.15. Certain Transactions. ........................................43
8.16. Employee Benefit Plans. ......................................43
8.16.1. In General. .........................................44
8.16.2. Terminability of Welfare Plans. .....................44
8.16.3. Guaranteed Pension Plans. ...........................44
8.16.4. Multiemployer Plans. ................................44
8.17. Regulations U and X. .........................................45
8.18. Environmental Compliance. ....................................45
8.19. Subsidiaries, etc. ...........................................47
8.20. Chief Executive Offices. .....................................47
8.21. Fiscal Year. .................................................47
8.22. No Amendments to Certain Documents. ..........................47
8.23. Disclosure ...................................................47
8.24. Representations Under Acquisition Documents. .................48
8.25. Insurance. ...................................................48
8.26. Status of Loans as Senior Debt. ..............................48
8.27. No Other Senior Debt. ........................................48
8.28. No Withholding, Etc. .........................................48
8.29. No Filing, Recording Required. ...............................48
9. AFFIRMATIVE COVENANTS OF THE BORROWER. ..................................48
9.1. Punctual Payment. .............................................49
9.2. Maintenance of Office. ........................................49
9.3. Records and Accounts. .........................................49
9.4. Financial Statements, Certificates and Information. ...........49
9.5. Notices. ......................................................50
9.5.1. Defaults. ............................................51
9.5.2. Environmental Events. ................................51
9.5.3. Notification of Claim against Collateral. ............51
9.5.4. Notice of Litigation and Judgments. ..................51
9.6. Corporate Existence; Maintenance of Properties. ...............52
9.7. Insurance. ....................................................52
9.8. Taxes. ........................................................52
9.9. Inspection of Properties and Books, etc. ......................52
9.9.1. General. .............................................53
9.9.2. Appraisals. ..........................................53
9.9.3. Communications with Accountants. .....................53
9.10. Compliance with Laws, Contracts, Licenses, and Permits. ......53
9.11. Employee Benefit Plans. ......................................54
9.12. Use of Proceeds. .............................................54
9.13. Fair Labor Standards Act. ....................................54
9.14. Interest Rate Protection. ....................................54
9.15. Subordinated Guarantees. .....................................54
9.16. Recordation of Corporate Mortgage. ...........................54
9.17. Payment of Astron Obligation. ................................55
9.18. Further Assurances. ..........................................56
10. CERTAIN NEGATIVE COVENANTS OF THE BORROWER. ............................56
10.1. Restrictions on Indebtedness. ................................56

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10.2. Restrictions on Liens. .......................................58
10.3. Restrictions on Investments. .................................60
10.4. Distributions. ...............................................62
10.5. Merger, Consolidation and Disposition of Assets. .............62
10.5.1. Mergers and Acquisitions. ...........................62
10.5.2. Disposition of Assets. ..............................63
10.6. Sale and Leaseback. ..........................................64
10.7. Compliance with Environmental Laws. ..........................64
10.8. Subordinated Debt. ...........................................64
10.9. Employee Benefit Plans. ......................................64
10.10. Change in Terms of Capital Stock. ...........................65
10.11. Fiscal Year. ................................................65
10.12. Negative Pledges. ...........................................65
10.13. Transactions with Affiliates. ...............................65
10.14. Upstream Limitations. .......................................66
10.15. Inconsistent Agreements. ....................................66
10.16. Modification of Documents. ..................................66
10.17. Change in Nature of Business. ...............................66
10.18. Charter Amendments. .........................................66
10.19. Senior Debt. ................................................66
10.20. Limitations on Foreign Exchange Arrangements. ...............66
11. FINANCIAL COVENANTS OF THE BORROWER. ...................................67
11.1. Leverage Ratio. ..............................................67
11.2. Interest Coverage Ratio. .....................................67
11.3. Capital Expenditures. ........................................67
11.4. Fixed Charge Coverage Ratio. .................................67
11.5. Consolidated Tangible Net Worth. .............................68
12. CLOSING CONDITIONS. ....................................................68
12.1. Loan Documents, etc. .........................................68
12.1.1. Loan Documents. .....................................68
12.1.2. Acquisition Documents; Ericsson General Purchase
Agreement. ...................................................68
12.2. Certified Copies of Charter Documents. .......................68
12.3. Corporate Action. ............................................68
12.4. Incumbency Certificate. ......................................68
12.5. Validity of Liens. ...........................................69
12.6. Perfection Certificates and UCC Search Results. ..............69
12.7. Certificates of Insurance. ...................................69
12.8. Solvency Certificate. ........................................69
12.9. Opinion of Counsel. ..........................................69
12.10. Payment of Fees. ............................................70
12.11. Payoff Letter. ..............................................70
12.12. Disbursement Instructions. ..................................70
12.13. Satisfaction of Conditions of Acquisition Documents .........70
12.14. Borrowing Base Report. ......................................70
12.15. Consents and Approvals. .....................................70
12.16. Successful Due Diligence Inquiry. ...........................71

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12.17. Closing Date Balance Sheet. ..................................71
13. CONDITIONS TO ALL BORROWINGS. ...........................................71
13.1. Representations True; No Event of Default. ....................71
13.2. No Legal Impediment. ..........................................71
13.3. Governmental Regulation. ......................................71
13.4. Proceedings and Documents. ....................................71
13.5. Exchange Limitations. .........................................72
13.6. Borrowing Base Report. ........................................72
14. EVENTS OF DEFAULT; ACCELERATION; ETC. ...................................72
14.1. Events of Default and Acceleration. ...........................72
14.2. Termination of Commitments. ...................................76
14.3. Remedies. .....................................................77
14.4. Currency Conversion. ..........................................77
14.5. Distribution of Collateral Proceeds. ..........................78
15. SETOFF. .................................................................78
16. THE AGENT. ..............................................................79
16.1. Authorization. ................................................79
16.2. Employees and Agents. .........................................80
16.3. No Liability. .................................................80
16.4. No Representations. ...........................................80
16.5. Payments. .....................................................81
16.5.1. Payments to Agent. ...................................81
16.5.2. Distribution by Agent. ...............................81
16.5.3. Delinquent Banks. ....................................81
16.6. Holders of Revolving Credit Notes. ............................82
16.7. Indemnity. ....................................................82
16.8. Agent as Bank. ................................................82
16.9. Resignation. ..................................................82
16.10. Notification of Defaults and Events of Default. ..............82
17. EXPENSES. ...............................................................83
18. INDEMNIFICATION. ........................................................84
19. SURVIVAL OF COVENANTS, ETC. .............................................84
20. ASSIGNMENT AND PARTICIPATION. ...........................................84
20.1. Conditions to Assignment by Banks. ............................84
20.2. Certain Representations and Warranties; Limitations; Covenants..84
20.3. Register. .....................................................86
20.4. New Notes. ....................................................87
20.5. Participations. ...............................................87
20.6. Disclosure. ...................................................87
20.7. Assignee or Participant Affiliated with the Borrower. .........88
20.8. Miscellaneous Assignment Provisions. ..........................88
20.9. Assignment by Borrower. .......................................88
21. NOTICES, ETC. ...........................................................88
22. GOVERNING LAW. ..........................................................89
23. HEADINGS. ...............................................................89
24. COUNTERPARTS. ...........................................................90

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25. ENTIRE AGREEMENT, ETC. .................................................90
26. WAIVER OF JURY TRIAL. ..................................................90
27. CONSENTS, AMENDMENTS, WAIVERS, ETC. ....................................90
28. SEVERABILITY. ..........................................................91
29. CONFIDENTIALITY. .......................................................91
30. FULL RECOURSE OBLIGATIONS. .............................................92
31. CURRENCY ADJUSTMENTS. ..................................................92

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List of Schedules and Exhibits

Schedule 1 Banks; Bank Commitments; Commitment Percentages
Schedule 8.19 Subsidiaries
Schedule 8.25 Insurance
Schedule 8.27 Significant Contracts
Schedule 10.1 Permitted Indebtedness
Schedule 10.2 Existing Liens
Schedule 10.3 Existing Investments

Exhibit A Form of Borrowing Base Report
Exhibit B Form of Revolving Credit Note
Exhibit C Form of Loan Request
Exhibit D Form of Term Note
Exhibit E Form of Compliance Certificate
Exhibit F Form of Assignment and Acceptance

REVOLVING CREDIT AND TERM LOAN AGREEMENT

This REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of March 27,
1997 by and among FLEXTRONICS INTERNATIONAL LTD., a company incorporated in
Singapore and having its office at 000 Xxxx Xxxx Xxxx, #00-00, Xxxxx Xxxxxxxxxx
Xxxxxx, Xxxxxxxxx 000000 and, subject to Section 30 hereof, acting through its
Hong Kong branch with an address at Room 908 Dominion Center, 00-00 Xxxxxx Xxxx
Xxxx, Xxxxxxx, Xxxx Xxxx (the "Borrower"), THE FIRST NATIONAL BANK OF BOSTON, a
national banking association and the other lending institutions listed on
Schedule 1 and THE FIRST NATIONAL BANK OF BOSTON as agent for itself and such
other lending institutions.

1. DEFINITIONS AND RULES OF INTERPRETATION.

1.1. DEFINITIONS. The following terms shall have the meanings set forth
in this Section 1 or elsewhere in the provisions of this Credit Agreement
referred to below:

Accounts Receivable. All rights of the Borrower or any of its
Subsidiaries to payment for goods sold, leased or otherwise marketed in the
ordinary course of business and all rights of the Borrower or any of its
Subsidiaries to payment for services rendered in the ordinary course of business
and all sums of money or other proceeds due thereon pursuant to transactions
with account debtors (except for that portion of the sum of money or other
proceeds due thereon that relate to sales, use or property taxes in conjunction
with such transactions), all as recorded on books of account in accordance with
generally accepted accounting principles.

Acquisition Closing Date. The first date on which the conditions set
forth in the Asset Purchase Agreement have been satisfied and the Ericsson
Acquisition has occurred.

Acquisition Documents. Collectively, the Asset Purchase Agreement and
all agreements and documents required to be entered into or delivered pursuant
thereto or in connection with the Ericsson Acquisition, each in the form
delivered to the Agent on the Acquisition Closing Date.

Adjustment Date. The first day of the month immediately following the
month in which a Compliance Certificate is to be delivered by the Borrower
pursuant to Section 9.4(c).

Affiliate. Any Person, other than a wholly-owned Subsidiary, that would
be considered to be an affiliate of the Borrower under Rule 144(a) of the Rules
and Regulations of the Securities and Exchange Commission, as in effect on the
date hereof, if the Borrower were issuing securities.

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Agent's Head Office. The Agent's head office located at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other location as the Agent may
designate from time to time.

Agent. The First National Bank of Boston acting as agent for the Banks.

Agent's Special Counsel. Xxxxxxx, Xxxx & Xxxxx LLP or such other
counsel as may be approved by the Agent.

Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Borrower's Leverage Ratio, as determined for the
fiscal period of the Borrower and its Subsidiaries ending immediately prior to
the applicable Rate Adjustment Period.

------- --------------------------- ---------- ------------ -------------- ---------------
BASE RATE EURODOLLAR COMMITMENT LETTER OF
LEVEL LEVERAGE RATIO LOANS RATE LOANS FEE RATE CREDIT FEES
------- --------------------------- ---------- ------------ -------------- ---------------

I Less than 1.50:1.00 0 62.50 25.00 62.50
------- --------------------------- ---------- ------------ -------------- ---------------
II Equal to or greater 0 87.50 25.00 87.50
than 1.50:1.00 but less
than 2.00:1.00
------- --------------------------- ---------- ------------ -------------- ---------------
III Equal to or greater 0 112.50 25.00 112.50
than 2.00:1.00 but less
than 2.50:1.00
------- --------------------------- ---------- ------------ -------------- ---------------
IV Equal to or greater 0 162.50 37.50 162.50
than 2.50:1.00 but less
than 3.00:1.00
------- --------------------------- ---------- ------------ -------------- ---------------
V Equal to or greater 0 200.00 37.50 200.00
than 3.00:1.00 but less
than 3:50:1.00
------- --------------------------- ---------- ------------ -------------- ---------------
VI Equal to or greater 0 237.50 50.00 237.50
than 3.50:1.00 but less
than 4.00:1.00
------- --------------------------- ---------- ------------ -------------- ---------------
VII Equal to or greater 0 275.50 50.00 275.50
than 4.00:1.00
------- --------------------------- ---------- ------------ -------------- ---------------

Notwithstanding the foregoing, (a) for purposes of interest on Loans
outstanding, the Letter of Credit Fees and the Commitment Fee Rate payable
during the period commencing on the Closing Date through the date immediately
preceding the first Adjustment Date to occur after the fiscal quarter ending
June 30, 1997, the Applicable Margin shall be the highest Applicable Margin set
forth above, and (b) if the Borrower fails to deliver any Compliance Certificate
pursuant to Section 9.4(c) hereof then, for the period commencing on the next
Adjustment Date to occur subsequent to such failure through the date immediately
following the date on which such Compliance Certificate is delivered, the
Applicable Margin shall be at the highest Applicable Margin set forth above.

Asset Purchase Agreement. The Asset Transfer Agreement dated as of
February 12, 1997 between Ericsson and Flextronics Sweden, together with all
schedules, exhibits and annexes thereto.

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Asset Sale. Any one or series of related transactions in which any
applicable Person conveys, sells, transfers or otherwise disposes of, directly
or indirectly, any of its properties, businesses or assets (including the sale
or issuance of capital stock of any of its Subsidiaries), whether owned on the
Closing Date or thereafter acquired.

Assignment and Acceptance. See Section 20.1.

Astron Consideration Shares. The ordinary shares of the Borrower
allotted and to be issued to the Vendors on June 30, 1998 pursuant to the Astron
Sales Agreement.

Astron Note. Collectively, (a) the Third Consideration Note dated
January 6, 1996 from the Borrower to Alberton Holdings Limited in the original
principal amount of $3,703,500 and (b) the Fourth Consideration Note dated
January 6, 1996 from the Borrower to Omac Sales Limited in the original
principal amount of $1,296,500.

Astron Pledge. Collectively, (a) the Charge dated January 6, 1996 among
Flextronics Manufacturing (HK) Ltd., each of the Vendors and Xxxxx & XxXxxxxx as
Agent pursuant to which Flextronics Manufacturing (HK) Ltd. charges to the Agent
in favor of the Vendors a charge over the shares of Astron Group Limited to
secure the obligations under the Astron Sales Agreement and (b) the Charge dated
January 6, 1996 among the Borrower, the Vendors and Xxxxx & XxXxxxxx as Agent
pursuant to which the Borrower charges to the Agent in favor of the Vendors a
charge over the shares of Astron Technologies Limited to secure the obligations
under the Astron Sales Agreement.

Astron Sales Agreement. The Agreement dated January 6, 1996 among the
Vendors and the Borrower relating to the sale and purchase of the issued share
capital of Astron Group Limited.

Balance Sheet Date. March 31, 1996.

Banks. FNBB and the other lending institutions listed on Schedule 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Bank pursuant to Section 20.

Base Rate. The higher of (a) the annual rate of interest announced from
time to time by FNBB at its head office in Boston, Massachusetts, as its "base
rate" and (b) one-half of one percent (1/2%) above the Federal Funds Effective
Rate. For the purposes of this definition, "Federal Funds Effective Rate" shall
mean for any day, the rate per annum equal to the weighted average of the rates
on overnight federal funds transactions with members of the Federal Reserve
System arranged by federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average of the

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quotations for such day on such transactions received by the Agent from three
funds brokers of recognized standing selected by the Agent.

Base Rate Loans. Revolving Credit Loans and all or any portion of the
Term Loan bearing interest calculated by reference to the Base Rate.

Borrower. As defined in the preamble hereto.

Borrowing Base. At the relevant time of reference thereto, an amount
determined by the Agent by reference to the most recent Borrowing Base Report
delivered to the Banks and the Agent pursuant to Section 9.4(e), which is equal
to the sum of:

(a) seventy percent (70%) of Eligible Accounts Receivable for which
invoices have been issued and are payable and which have not otherwise been
included in the FIUI Borrowing Base; plus

(b) twenty percent (20%) of the net book value (determined on a first
in first out basis at lower of cost or market) of Eligible Inventory which has
not otherwise been included in the FIUI Borrowing Base

provided, however, at such time as the Term Loan has been indefeasibly
repaid in full in cash, the Borrowing Base shall equal the Total Commitment.

Borrowing Base Report. A Borrowing Base Report signed by the chief
financial officer of the Borrower and in substantially the form of Exhibit A
hereto.

Business Day. Any day on which banking institutions in Boston,
Massachusetts, are open for the transaction of banking business and, in the case
of Eurodollar Rate Loans, also a day which is a Eurodollar Business Day.

Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with generally accepted
accounting principles.

Capital Expenditures. Amounts paid or (without duplication)
indebtedness incurred by the Borrower or any of its Subsidiaries in connection
with the purchase or lease by the Borrower or any of its Subsidiaries of Capital
Assets that would be required to be capitalized and shown on the balance sheet
of such Person in accordance with generally accepted accounting principles.

Capitalized Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with generally accepted accounting
principles.

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CERCLA. See Section 8.18.

Closing Date. The first date on which the conditions set forth in
Section 12 have been satisfied and any Revolving Credit Loans and the Term Loan
are to be made or any Letter of Credit is to be issued hereunder.

Code. The Internal Revenue Code of 1986.

Collateral. All of the property, rights and interests of the Borrower
and its Subsidiaries that are or are intended to be subject to the security
interests and mortgages created by the Security Documents.

Commitment. With respect to each Bank, the amount set forth on Schedule
1 hereto as the amount of such Bank's commitment to make Revolving Credit Loans
to, and to participate in the issuance, extension and renewal of Letters of
Credit for the account of, the Borrower, as the same may be reduced from time to
time; or if such commitment is terminated pursuant to the provisions hereof,
zero.

Commitment Fee Rate. As referred to as such in the table contained in
the definition of Applicable Margin.

Commitment Percentage. With respect to each Bank, the percentage set
forth on Schedule 1 hereto as such Bank's percentage of the aggregate
Commitments of all of the Banks and with respect to the Term Loan, the
percentage set forth on Schedule 1 of such Bank's commitment to make the Term
Loan.

Compliance Certificate. See Section 9.4(c).

Consolidated or consolidated. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with generally accepted accounting
principles.

Consolidated Net Income (or Deficit). With respect to the Borrower and
its Subsidiaries for any period, the consolidated net income (or deficit) of the
Borrower and its Subsidiaries, after deduction of all expenses, taxes, and other
proper charges, determined in accordance with generally accepted accounting
principles, after eliminating therefrom all extraordinary nonrecurring items of
income.

Consolidated Tangible Net Worth. The excess of Consolidated Total
Assets over Consolidated Total Liabilities, and less the sum of:

(a) the total book value of all assets of the Borrower and its
Subsidiaries properly classified as intangible assets under generally
accepted accounting principles, including such items as good will, the
purchase price of acquired assets in excess of the fair market value
thereof, trademarks, trade names, service marks, brand names,
copyrights, patents and licenses, and rights with respect to the
foregoing; plus

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(b) all amounts representing any write-up in the book value of
any assets of the Borrower or its Subsidiaries resulting from a
revaluation thereof subsequent to the Balance Sheet Date, excluding
adjustments to translate foreign assets and liabilities for changes in
foreign exchange rates made in accordance with Financial Accounting
Standards Board Statement No. 52; plus

(c) to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any commitments of capital to the
extent not received.

Consolidated Total Assets. All assets of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles.

Consolidated Total Interest Expense. With respect to the Borrower and
its Subsidiaries for any period, the aggregate amount of interest required to be
paid or accrued by the Borrower and its Subsidiaries during such period on all
Indebtedness of the Borrower and its Subsidiaries outstanding during all or any
part of such period, whether such interest was or is required to be reflected as
an item of expense or capitalized, including payments consisting of interest in
respect of Capitalized Leases and including commitment fees, agency fees,
facility fees, balance deficiency fees and similar fees or expenses in
connection with the borrowing of money but excluding any closing fees,
structuring fees, arrangement fees, accounting and other transactions costs that
have been or are capitalized.

Consolidated Total Liabilities. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles and all Indebtedness of the Borrower and its
Subsidiaries, whether or not so classified.

Conversion Request. A notice given by the Borrower to the Agent of the
Borrower's election to convert or continue a Loan in accordance with Section
2.7.

Credit Agreement. This Revolving Credit and Term Loan Agreement,
including the Schedules and Exhibits hereto.

Default. See Section 14.1.

Distribution. The declaration or payment of any dividend on or in
respect of any shares of any class of capital stock of the Borrower, other than
dividends payable solely in shares of common stock of the Borrower; the
purchase, redemption, or other retirement of any shares of any class of capital
stock of the Borrower, directly or indirectly through a Subsidiary of the
Borrower or otherwise; the return of capital by the Borrower to its shareholders
as such; or any other distribution on or in respect of any shares of any class
of capital stock of the Borrower.

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Dollars or $. Dollars in lawful currency of the United States of
America.

Domestic Lending Office. Initially, the office of each Bank designated
as such in Schedule 1 hereto; thereafter, such other office of such Bank, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

Drawdown Date. The date on which any Revolving Credit Loan or the Term
Loan is made or is to be made, and the date on which any Revolving Credit Loan
is converted or continued in accordance with Section 2.7 or all or any portion
of the Term Loan is converted or continued in accordance with Section 4.5(b).

EBITDA. With respect to the Borrower and its Subsidiaries for any
fiscal period, an amount equal to Consolidated Net Income for such period, plus,
to the extent deducted in the calculation of Consolidated Net Income and without
duplication, (a) depreciation and amortization for such period, (b) other
noncash charges for such period, (c) income tax expense for such period, (d)
Consolidated Total Interest Expense paid or accrued during such period, (e) the
aggregate amount of the Xxxx Payments made during such period and (f) fiscal
quarter losses for the Borrower's 1997 fiscal year from discontinued operations
in the aggregate amounts not to exceed $569,000 for the fiscal quarter ended
June 30, 1996, $1,013,000 for the fiscal quarter ended September 30, 1996,
$2,039,000 for the fiscal quarter ended December 31, 1996, $3,441,000 for the
fiscal quarter ended December 31, 1996 relating to the Texas plant closure and
the amounts in the fiscal quarter ending March 31, 1997 related to the Singapore
consolidation, the Ericsson Acquisition transaction costs and plant closing and
other extraordinary expenses up to a maximum aggregate amount of $5,000,000.

Eligible Accounts Receivable. The aggregate of the unpaid portions of
Accounts Receivable (net of any credits, rebates, offsets, holdbacks or other
adjustments or commissions payable to third parties that are adjustments to such
Accounts Receivable) which are classified as "accounts receivable" on the
Borrower's balance sheet, less the aggregate amount of all such Accounts
Receivable which the Borrower has written off or otherwise reasonably and in
good faith determines to be uncollectible.

Eligible Assignee. Any of (a) a commercial bank or finance company
organized under the laws of the United States, or any State thereof or the
District of Columbia, and having total assets in excess of $1,000,000,000; (b) a
savings and loan association or savings bank organized under the laws of the
United States, or any State thereof or the District of Columbia, and having a
net worth of at least $100,000,000, calculated in accordance with generally
accepted accounting principles; (c) a commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, and having total assets in excess of $1,000,000,000, provided that such
bank is acting through a branch or agency located in the country in which it is
organized or another country which is also a member of the OECD; (d) the central
bank of any country which is a member of the OECD; and (e) if, but only if, any
Event of Default has occurred and is

16
-8-

continuing, any other bank, insurance company, commercial finance company or
other financial institution or other Person approved by the Agent, such approval
not to be unreasonably withheld.

Eligible Inventory. With respect to the Borrower or any of its
Subsidiaries, finished goods, work in progress and raw materials and component
parts inventory owned by the Borrower or any of its Subsidiaries and which is
classified as "inventory" on the Borrower's balance sheet, less the amount of
such Eligible Inventory which the Borrower reasonably determines has been
damaged or otherwise unsaleable.

Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained of contributed to by the Borrower or any
Subsidiary, other than a Guaranteed Pension Plan or a Multiemployer Plan.

Environmental Laws. See Section 8.18(a).

Equity Issuance. The sale or issuance by the Borrower or any of its
Subsidiaries of any of its capital stock or equity interests or any warrants,
rights or options to acquire its capital stock or equity interests other than
pursuant to the sale or issuance of any such capital stock, equity interests,
warrants, rights or options by the Borrower or any Subsidiary to the Borrower
(if by a Subsidiary) or to a Guarantor.

Ericsson. Ericsson Business Networks AB, a company duly incorporated
and existing under the laws of Sweden.

Ericsson Acquisition. The acquisition by Flextronics Sweden on the
Acquisition Closing Date of certain of the assets of Ericsson consisting
primarily of Ericsson's business in Vedeby and Verko which includes the
manufacturing of complete integrated information networks for voice, data and
multimedia in wired and mobile applications pursuant to the Acquisition
Documents.

Ericsson General Purchase Agreement. The General Purchase Agreement
dated February 12, 1997 by and among Ericsson, Flextronics Sweden, Flextronics
Holdings and the Borrower, and in the form delivered to the Agent on or prior to
the Closing Date.

Ericsson Guaranty. The guaranty dated March 27, 1997 from the Borrower
to Ericsson guaranteeing the obligations of Flextronics Sweden to Ericsson under
the Ericsson General Purchase Agreement, and in the form delivered to the Agent
on or prior to the Closing Date.

Ericsson Pledge Agreement. The Pledge Agreement dated March 27, 1997
between Ericsson and Flextronics Holdings, pursuant to which Flextronics
Holdings pledges to Ericsson all of the shares of the capital stock of
Flextronics Sweden, in the form delivered to the Agent on or prior to the
Closing Date.

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-9-

ERISA. The Employee Retirement Income Security Act of 1974.

ERISA Affiliate. Any Person which is treated as a single employer with
the Borrower or a Subsidiary under Section 414 of the Code.

ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

Eurocurrency Reserve Rate. For any day with respect to a Eurodollar
Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject
thereto would be required to maintain reserves under Regulation D of the Board
of Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically on
and as of the effective date of any change in the Eurocurrency Reserve Rate.

Eurodollar Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other eurodollar interbank market as may be selected by the Agent in its sole
discretion acting in good faith.

Eurodollar Lending Office. Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other office of such
Bank, if any, that shall be making or maintaining Eurodollar Rate Loans.

Eurodollar Rate. For any Interest Period with respect to a Eurodollar
Rate Loan, the rate of interest equal to (a) the rate determined by the Agent at
which Dollar deposits for such Interest Period are offered based on information
presented on Telerate Page 3750 as of 11:00 a.m. London time on the second
Eurodollar Business Day prior to the first day of such Interest Period, divided
by (b) a number equal to 1.00 minus the Eurocurrency Reserve Rate, if
applicable.

Eurodollar Rate Loans. Revolving Credit Loans and all or any portion of
the Term Loan bearing interest calculated by reference to the Eurodollar Rate.

Event of Default. See Section 14.1.

Excluded Subsidiaries. Collectively, Astron Technologies Ltd.,
Flextronics Industrial (Shenzhen) Limited, Flextronics Computer (Shekou)
Limited, Zhuhai Daomen Xxxx Xx Technology Co. Ltd., Zhuhai Daomen Xxxx Xx
Electronics Co. Ltd., Flex Asia (UK) Ltd. and any other Subsidiary of the
Borrower formed or acquired after the Closing Date and which are not required to
become a Guarantor pursuant to Section 9.5 hereof and which does not elect to
become a Guarantor pursuant to Section 7 hereof; provided, however, to the
extent any Person which is an Excluded Subsidiary hereunder subsequently elects
to become a Guarantor hereunder and

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-10-

complies with Section 6.3 hereof, such Person shall cease being an Excluded
Subsidiary hereunder on the date all the conditions of Section 7.3 have been
satisfied.

Fee Letter. The fee letter dated as of March 18, 1997 by and among the
Borrower, FIUI, the Agent and BancBoston Securities Inc., as the same may be
amended, supplemented, restated or otherwise modified from time to time.

FIUI. Flextronics International USA, Inc., a California corporation and
wholly-owned Subsidiary of the Borrower.

FIUI Borrowing Base. The "Borrowing Base" as such term is defined in
the FIUI Credit Agreement.

FIUI Agent. As defined in the definition of FIUI Credit Agreement.

FIUI Banks. As defined in the definition of FIUI Credit Agreement.

FIUI Credit Agreement. The Revolving Credit Agreement dated as of March
27, 1997 by and among FIUI, FNBB and the other lending institutions party
thereto (collectively, the "FIUI Banks") and The First National Bank of Boston
as agent for the FIUI Banks (in such capacity, the "FIUI Agent"), as the same
may be amended and in effect from time to time.

FIUI Guarantees. The "Guarantees" as such term is defined in the FIUI
Credit Agreement.

FIUI Guarantors. Collectively, the Borrower and each of the Guarantors
other than FIUI, which FIUI Guarantors have guaranteed to the FIUI Agent and the
FIUI Banks all of FIUI's obligations to the FIUI Agent and the FIUI Banks under
the FIUI Credit Agreement.

FIUI Guaranty. The Guaranty, in form and substance satisfactory to the
Agent and the Banks, dated or to be dated on or prior to the Closing Date, made
by FIUI in favor of the Banks and the Agent pursuant to which FIUI guaranties to
the Banks and the Agent the payment and performance of the Obligations of the
Borrower

FIUI Letter of Credit Applications. The "Letter of Credit Applications"
as such term is defined in the FIUI Credit Agreement.

FIUI Letters of Credit. The "Letters of Credit" as such term is defined
in the FIUI Credit Agreement.

FIUI Loan Documents. The FIUI Credit Agreement, the FIUI Notes, the
FIUI Letter of Credit Application, the FIUI Letters of Credit, the Fee Letter,
and the FIUI Security Documents.

FIUI Notes. The "Revolving Credit Notes" as such term is defined in the
FIUI Credit Agreement.

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-11-

FIUI Obligations. The "Obligations" as such term is defined in the FIUI
Credit Agreement.

FIUI Revolver. The "Revolving Credit Loans" (as such term is defined in
the FIUI Credit Agreement) made by the FIUI Banks to FIUI pursuant to the FIUI
Credit Agreement.

FIUI Security Documents. The "Security Documents" as such term is
defined in the FIUI Credit Agreement.

Fixed Charge Coverage Ratio. As at any date of determination, the ratio
of (a) EBITDA for the Reference Period most recently ended on such date less the
aggregate amount of all Capital Expenditures made in such period (other than
Capital Expenditures made in the 1998 fiscal year and associated with the China
facilities up to an aggregate amount of not more than $35,000,000) to (b) the
Fixed Charges of the Borrower and its Subsidiaries for the Reference Period most
recently ended on such date.

Fixed Charges. For any period, all scheduled mandatory payments of
principal on Indebtedness of the Borrower and its Subsidiaries made or required
to be made in such period plus any cash payments made on the Astron Note in such
period, plus any cash payments made in respect of the Xxxx Payments in such
period, plus the Consolidated Total Interest Expense of the Borrower and its
Subsidiaries for such period, plus all accrued and unpaid taxes due and payable
in such period.

Flextronics Holdings. Flextronics Holding AB, a company duly
incorporated and existing under the laws of Sweden and a wholly-owned Subsidiary
of the Borrower.

Flextronics Singapore. Flextronics Singapore Pte Ltd., a company
incorporated in Singapore and a wholly-owned Subsidiary of the Borrower.

Flextronics Sweden. Flextronics International Sweden AB, a company duly
incorporated and existing under the laws of Sweden, and a wholly-owned
Subsidiary of Flextronics Holdings.

FNBB. The First National Bank of Boston, a national banking
association, in its individual capacity.

generally accepted accounting principles. (a) When used in Section 11,
whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date, and (b) when used in general, other than as provided above,
means principles that are (i) consistent with

20
-12-

the principles promulgated or adopted by the Financial Accounting Standards
Board and its predecessors, as in effect from time to time, and (ii)
consistently applied with past financial statements of the Borrower adopting the
same principles, provided that in each case referred to in this definition of
"generally accepted accounting principles" a certified public accountant would,
insofar as the use of such accounting principles is pertinent, be in a position
to deliver an unqualified opinion (other than a qualification regarding changes
in generally accepted accounting principles) as to financial statements in which
such principles have been properly applied.

Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower or
any ERISA Affiliate the benefits of which are guaranteed on termination in full
or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

Guarantees. Collectively, each of the Guarantees, including without
limitation the FIUI Guaranty, in form and substance satisfactory to the Agent
and the Banks, dated or to be dated on or prior to the Closing Date, or such
later date as contemplated by Section 7.3 or Section 10.5.2 hereof, made by each
Guarantor in favor of the Banks and the Agent pursuant to which such Guarantor
guaranties to the Banks and the Agent, among other things, the payment and
performance of the Obligations of the Borrower.

Guarantors. Each Subsidiary of the Borrower other than the Excluded
Subsidiaries.

Hazardous Substances. See Section 8.18(b).

Indebtedness. With respect to any Person, whether recourse is to all or
a portion of the assets of such Person or non-recourse, and whether or not
contingent, the following (without duplication): (a) all indebtedness of such
Person for borrowed money or credit obtained, whether current or funded, secured
or unsecured, recourse or non-recourse, (b) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments, (c) all
obligations of such Person for the deferred purchase price of property or
services, whether or not represented by a note or other security (other than in
respect of any trade payable to a Person other than a Subsidiary of the Borrower
which is not overdue for more than ninety days incurred in the ordinary course
of business), (d) all indebtedness created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to the repurchase, repossession or
sale of such property), (e) all indebtedness of such Person secured by a
purchase money mortgage or other lien to secure all or part of the purchase
price of property subject to such mortgage or lien, (f) all Capitalized Lease
obligations and Synthetic Lease obligations, (g) any liability of such Person,
whether contingent or otherwise, in respect of banker's acceptances, letters of
credit or similar facilities issued for the account of such Person, (h) all
other indebtedness secured by any mortgage, pledge, security interest, or other
consensual lien, charge

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-13-

or other encumbrance existing on property owned or acquired subject thereto,
whether or not the liability secured thereby shall have been assumed, (i) all
obligations to purchase, redeem, retire, defease or otherwise make any payment
in cash (including any mandatory dividends or Distributions) in respect of any
capital stock or any warrants, rights or options to acquire such capital stock,
except to the extent considered an Investment; (j) any interest swap obligations
or currency hedge obligations of such Person, determined on xxxx-to-market
basis. at the time of determination, (k) all Indebtedness of others referred to
in clauses (a) through (j) above guaranteed directly or indirectly in any
manner, or in effect guaranteed directly or indirectly through an agreement (i)
to pay or purchase such Indebtedness or to advance or supply funds for the
payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as
lessee or lessor) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, (iii) to supply funds to or in any
manner invest in the debtor (including any agreement to pay for property or
services irrespective of whether such property is received or such services are
rendered) or (iv) otherwise to assure a creditor against loss, and (l) all
Indebtedness of the type referred to in clauses (a) through (j) above of another
Person which is secured or supported by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured or
supported by) any lien on (or other right of recourse to or against) property
(including without limitation accounts and contract rights) or assets of such
Person even though such Person has not assumed or become liable, contractually
or otherwise, for the payment of such Indebtedness.

Indenture Trustee. That Person which is designated as the "Indenture
Trustee" in the Subordinated Indenture.

Interest Coverage Ratio. As at any date of determination, the ratio of
(a) EBITDA for the Reference Period ended on such date to (b) Consolidated Total
Interest Expense of the Borrower and its Subsidiaries for the Reference Period
ended on such date.

Interest Payment Date. (a) As to any Base Rate Loan, the last day of
the calendar quarter which includes the Drawdown Date thereof; and (b) as to any
Eurodollar Rate Loan in respect of which the Interest Period is (i) three (3)
months or less, the last day of such Interest Period and (ii) more than three
(3) months, the date that is 3 months from the first day of such Interest Period
and, in addition, the last day of such Interest Period.

Interest Period. With respect to each Revolving Credit Loan or all or
any relevant portion of the Term Loan, (a) initially, the period commencing on
the Drawdown Date of such Loan and ending on the last day of one of the periods
set forth below, as selected by the Borrower in a Loan Request (i) for any Base
Rate Loan, the last day of the calendar quarter; and (ii) for any Eurodollar
Rate Loan, 1, 2, 3, or 6 months; and (b) thereafter, each period commencing on
the last day of the next preceding Interest Period applicable to such Revolving
Credit Loan or all or such portion of the Term Loan and ending on the last day
of one of the periods set

22
-14-

forth above, as selected by the Borrower in a Conversion Request; provided that
all of the foregoing provisions relating to Interest Periods are subject to the
following:

(a) if any Interest Period with respect to a Eurodollar Rate
Loan would otherwise end on a day that is not a Eurodollar Business
Day, that Interest Period shall be extended to the next succeeding
Eurodollar Business Day unless the result of such extension would be to
carry such Interest Period into another calendar month, in which event
such Interest Period shall end on the immediately preceding Eurodollar
Business Day;

(b) if any Interest Period with respect to a Base Rate Loan
would end on a day that is not a Business Day, that Interest Period
shall end on the next succeeding Business Day;

(c) if the Borrower shall fail to give notice as provided in
Section 2.7, the Borrower shall be deemed to have requested a
conversion of the affected Eurodollar Rate Loan to a Base Rate Loan and
the continuance of all Base Rate Loans as Base Rate Loans on the last
day of the then current Interest Period with respect thereto;

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

(e) any Interest Period relating to any Eurodollar Rate Loan
that would otherwise extend beyond the Revolving Credit Loan Maturity
Date (if comprising a Revolving Credit Loan) or the Term Loan Maturity
Date (if comprising the Term Loan or a portion thereof) shall end on
the Revolving Credit Loan Maturity Date or, as the case may be, the
Term Loan Maturity Date.

Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness (other
than Indebtedness of the type described in paragraph (j) of the definition of
Indebtedness) of, or for loans, advances, capital contributions or transfers of
property (other than for fair consideration and as permitted by Section 10.5.2
hereof) to, or in respect of any guaranties (or other commitments as described
under Indebtedness), of the obligations of, any Person. In determining the
aggregate amount of Investments outstanding at any particular time: (a) the
amount of any Investment represented by a guaranty shall be taken at not less
than the principal amount of the obligations guaranteed and still outstanding;
(b) there shall be included as an Investment all interest accrued with respect
to Indebtedness constituting an Investment unless and until such interest is
paid; (c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such

23
-15-

Investment, whether as dividends, interest or otherwise, except that accrued
interest included as provided in the foregoing clause (b) may be deducted when
paid; and (e) there shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof.

Letter of Credit. See Section 5.1.1.

Letter of Credit Application. See Section 5.1.1.

Letter of Credit Fee. See Section 5.6.

Letter of Credit Participation. See Section 5.1.4.

Leverage Ratio. As at any date of determination, the ratio of (a) Total
Funded Indebtedness of the Borrower and its Subsidiaries outstanding on such
date to (b) the EBITDA of the Borrower and its Subsidiaries for the period of
four (4) consecutive fiscal quarters (treated as a single accounting period)
most recently ended on such date.

Loan Documents. This Credit Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, the Fee Letter, the Security Trust Deed and
the Security Documents.

Loan Request. See Section 2.6.

Loans. The Revolving Credit Loans and the Term Loan.

Majority Banks. As of any date, the Banks holding at least fifty-one
percent (51%) of the outstanding principal amount of the Notes on such date; and
if no such principal is outstanding, the Banks whose aggregate Commitments
constitutes at least fifty-one percent (51%) percent of the Total Commitment.

Material Adverse Effect. A material adverse effect on (a) the business,
assets, condition (financial or otherwise), or properties of the Borrower and
its Subsidiaries taken as a whole, or the Collateral, (b) the rights and
remedies of the Agent or any Bank under any of the Loan Documents or (c) the
ability of the Borrower or any of its Subsidiaries to perform their respective
Obligations under the Loan Documents.

Maximum Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

Multiemployer Plan. Any multiemployer plan within the meaning of
Section 3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

Notes. The Term Notes and the Revolving Credit Notes.

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-16-

Obligations. All indebtedness, obligations and liabilities of any of
the Borrower and its Subsidiaries to any of the Banks and the Agent,
individually or collectively, existing on the date of this Credit Agreement or
arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or in
respect of any of the Loans made or Reimbursement Obligations incurred or any of
the Notes, Letter of Credit Application, Letter of Credit, or arising or
incurred in connection with any interest rate protection arrangements
contemplated by Section 9.14 or any documents, agreements or instruments
executed in connection therewith, or other instruments at any time evidencing
any thereof.

outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

PBGC. The Pension Benefit Guaranty Corporation created by Section 4002
of ERISA and any successor entity or entities having similar responsibilities.

Perfection Certificates. Collectively, the Perfection Certificate and
Collateral Certificates dated as of the date hereof, executed by each of the
Borrower and each Guarantors and in form and substance satisfactory to the Agent
and the Banks.

Permitted Acquisitions. See Section 10.5.1.

Permitted Liens. Liens, security interests and other encumbrances
permitted by Section 10.2.

Person. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

Rate Adjustment Period. See the definition of Applicable Margin.

Real Estate. All real property at any time owned or leased (as lessee
or sublessee) by the Borrower or any of its Subsidiaries.

Record. The grid attached to a Note, or the continuation of such grid,
or any other similar record, including computer records, maintained by any Bank
with respect to any Loan referred to in such Note.

Xxxx Payment. All payments or other amounts due at any time by the
Borrower or any of its Subsidiaries to Xxxxxxx Xxxx pursuant to that certain (a)
Services Agreement dated February 2, 1996 between the Borrower, Astron
Technologies Limited and Xxxxxxx Xxxx in the form delivered to Agent on or prior
to the Closing Date and (b) the Supplemental Services Agreement dated February
2, 1996 between Astron Group Limited and Xxxxxxx Xxxx in the form delivered to
the Agent on or prior to the Closing Date.

25
-17-

Reference Bank. FNBB.

Reference Period. The period of (a) four consecutive fiscal quarters of
the Borrower ending on the relevant date or (b) until four (4) full fiscal
quarters of the Borrower have elapsed after the Closing Date, such shorter
period of one, two or three full fiscal quarters which have elapsed since the
Closing Date, with the relevant amount applicable to such shorter period
annualized for the period of four (4) consecutive fiscal quarters for which the
applicable covenant or test calculation is being performed by multiplying such
relevant amount by a fraction whose numerator is four (4) and whose denominator
is such actual number of elapsed full fiscal quarters.

Reimbursement Obligation. The Borrower's obligation to reimburse the
Agent and the Banks on account of any drawing under any Letter of Credit as
provided in Section 5.2.

Returned Investment. With respect to Investments made pursuant to
Section 10.3(j), the aggregate amount of all payments made in respect of such
Investment, other than interest, dividends or other distributions not in the
nature of a return or repurchase of capital or a repayment of principal, that
have been paid or returned, without restriction, in cash to the Person making
such Investment.

Revolving Credit Loan Maturity Date. March 24, 2000.

Revolving Credit Loans. Revolving credit loans made or to be made by
the Banks to the Borrower pursuant to Section 2.

Revolving Credit Note Record. A Record with respect to a Revolving
Credit Note.

Revolving Credit Notes. See Section 2.4.

Security Agreements. Collectively, the several Security Agreements,
Charges, Debentures, Mortgages and Corporate Mortgages, each dated or to be
dated on or prior to the Closing Date, between the Borrower and each of the
Guarantors and the Agent and in form and substance satisfactory to the Banks and
the Agent.

Security Documents. The Guarantees, the Security Agreements and the
Stock Pledge Agreements.

Security Trust Deed. The Trust Deed dated March 25, 1997 by and among
the Borrower, FIUI, the FIUI Agent and the Agent.

Significant Contracts. Collectively, (a) the Ericsson General Purchase
Agreement and (b) the Ericsson Pledge Agreement.

Stock Pledge Agreements. Collectively, (a) the Charge Over Shares by
the Borrower in Flextronics Singapore Pte Ltd, Flextronics de Mexico, S.A. de
C.V.,

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-18-

Flextronics Holdings UK Limited, FIUI and Astron Technologies Ltd.; (b) the
Charge Over Shares by Flextronics Singapore Pte Ltd. in Flextronics
International Marketing (L) Ltd.; (c) the Share Security Deed over the shares of
Flextronics Manufacturing (HK) Ltd. by the Borrower; (d) the Pledge Agreement
regarding the shares of Flextronics Holdings executed by Flextronics Holdings UK
Limited; (e) the Pledge Agreement regarding the shares of Flextronics Sweden
executed by Flextronics Holdings; and (f) the Charge over Shares in Astron Group
Limited by Flextronics Manufacturing (HK) Ltd, each dated as of a date on or
prior to the Closing Date and each in form and substance satisfactory to the
Banks and the Agent.

Subordinated Debt. Unsecured Indebtedness of the Borrower or any of its
Subsidiaries that is expressly subordinated and made junior to the payment and
performance in full of the Obligations, and evidenced as such by the
Subordinated Indenture or by another written instrument containing subordination
provisions in form and substance approved by the Banks in writing.

Subordinated Debt Documents. The Subordinated Purchase Agreement, the
Subordinated Indenture, the Subordinated Registration Rights Agreement and the
Subordinated Notes.

Subordinated Indenture. The Indenture dated as of a date subsequent to
the Closing Date between the Borrower and the Indenture Trustee relating to the
Subordinated Notes, which shall be in substantially the form and substance as
the draft Indenture dated as of March 26, 1997 and as modified by written
comments provided to the Borrower by the Agent prior to the date hereof.

Subordinated Notes. The subordinated notes issued pursuant to the
Subordinated Indenture, which shall be in form and substance satisfactory to the
Agent and the Banks.

Subordinated Purchase Agreement. The Purchase Agreement, as such term
is defined in the Subordinated Indenture, relating to the issuance and sale by
the Borrower of the Subordinated Notes, which shall be in substantially the form
and substance as the draft of such agreement dated as of March 17, 1997.

Subordinated Registration Rights Agreement. The Registration Rights
Agreement, as such term is defined in the Subordinated Indenture, which shall be
in which shall be in substantially the form and substance as the draft of such
agreement dated as of March 17, 1997.

Subsidiary. Any corporation, association, trust, or other business
entity of which the designated parent shall at any time own directly or
indirectly through a Subsidiary or Subsidiaries at least a majority (by number
of votes) of the outstanding Voting Stock.

Synthetic Lease. Any lease or similar arrangements entered into by any
Person in connection with the acquisition or lease of real property, fixtures or
other

27
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Capital Assets which is treated in accordance with generally accepted accounting
principles as an operating lease for accounting purposes, but as a Capitalized
Lease for tax purposes.

Term Loan. The term loan made or to be made by the Banks to the
Borrower on the Closing Date in the aggregate principal amount of $70,000,000
pursuant to Section 4.1.

Term Loan Maturity Date. March 24, 2002.

Term Notes. See Section 4.2

Term Note Record. A Record with respect to a Term Note.

Total Commitment. The sum of the Commitments of the Banks, as in effect
from time to time.

Total Funded Indebtedness. All Indebtedness of the Borrower and its
Subsidiaries for borrowed money (including without limitation, all guarantees by
such Person of Indebtedness of others for borrowed money), purchase money
Indebtedness and with respect to Capitalized Lease, determined on a consolidated
basis in accordance with generally accepted accounting principles; provided,
however, for purposes of Section 11 hereof, Total Funded Indebtedness shall not
include that portion of the purchase price owing to the Vendors payable entirely
by the Astron Consideration Shares and that portion of the Xxxx Payment which
is, as of the date of determination, payable entirely in the Borrower's ordinary
shares.

Type. As to any Revolving Credit Loan or all or any portion of the Term
Loan, its nature as a Base Rate Loan or a Eurodollar Rate Loan.

Uniform Customs. With respect to any Letter of Credit, the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Agent in the ordinary course of its business as a letter of credit issuer
and in effect at the time of issuance of such Letter of Credit.

Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the Borrower does not reimburse the Agent and the Banks on the date specified
in, and in accordance with, Section 5.2.

Vendors. Collectively, Alberton Holding Limited and Omac Sales Limited.

Voting Stock. Stock or similar interests, of any class or classes
(however designated), the holders of which are at the time entitled, as such
holders, to vote for the election of a majority of the directors (or persons
performing similar functions) of the corporation, association, trust or other
business entity involved, whether or not the right so to vote exists by reason
of the happening of a contingency.

28
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1.2. RULES OF INTERPRETATION.

(a) A reference to any document or agreement shall include
such document or agreement as amended, modified or supplemented from
time to time in accordance with its terms and the terms of this Credit
Agreement.

(b) The singular includes the plural and the plural includes
the singular.

(d) A reference to any Person includes its permitted
successors and permitted assigns.

(e) Accounting terms not otherwise defined herein have the
meanings assigned to them by generally accepted accounting principles
applied on a consistent basis by the accounting entity to which they
refer.

(f) The words "include", "includes" and "including" are not
limiting.

(g) All terms not specifically defined herein or by generally
accepted accounting principles, which terms are defined in the Uniform
Commercial Code as in effect in the State of New York, have the
meanings assigned to them therein, with the term "instrument" being
that defined under Article 9 of the Uniform Commercial Code.

(h) Reference to a particular "Section" refers to that section
of this Credit Agreement unless otherwise indicated.

(i) The words "herein", "hereof", "hereunder" and words of
like import shall refer to this Credit Agreement as a whole and not to
any particular section or subdivision of this Credit Agreement.

2. THE REVOLVING CREDIT FACILITY.

2.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth
in this Credit Agreement, each of the Banks severally agrees to lend to the
Borrower and the Borrower may borrow, repay, and reborrow from time to time
between the Closing Date and the Revolving Credit Loan Maturity Date upon notice
by the Borrower to the Agent given in accordance with Section 2.6, such sums as
are requested by the Borrower up to a maximum aggregate amount outstanding
(after giving effect to all amounts requested) at any one time equal to such
Bank's Commitment minus such Bank's Commitment Percentage of the sum of the
Maximum Drawing Amount and all Unpaid Reimbursement Obligations, provided that
the sum of the outstanding amount of the Revolving Credit Loans (after giving
effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid
Reimbursement Obligations shall not at any time exceed the lesser of (a) the
Total

29
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Commitment and (b) the Borrowing Base. The Revolving Credit Loans shall be made
pro rata in accordance with each Bank's Commitment Percentage. Each request for
a Revolving Credit Loan hereunder shall constitute a representation and warranty
by the Borrower that the conditions set forth in Section 12 and Section 13, in
the case of the initial Revolving Credit Loans to be made on the Closing Date,
and Section 13, in the case of all other Revolving Credit Loans, have been
satisfied on the date of such request.

2.2. COMMITMENT FEE. The Borrower agrees to pay to the Agent for the
accounts of the Banks in accordance with their respective Commitment Percentages
a commitment fee calculated at the applicable Commitment Fee Rate on the average
daily amount during each calendar quarter or portion thereof from the date
hereof to the Revolving Credit Loan Maturity Date by which the Total Commitment
minus the sum of the Maximum Drawing Amount and all Unpaid Reimbursement
Obligations exceeds the outstanding amount of Revolving Credit Loans during such
calendar quarter. The commitment fee shall be payable quarterly in arrears on
the first day of each calendar quarter for the immediately preceding calendar
quarter commencing on the first such date following the date hereof, with a
final payment on the Revolving Credit Maturity Date or any earlier date on which
the Commitments shall terminate.

2.3. REDUCTION OF TOTAL COMMITMENT.

2.3.1. OPTIONAL REDUCTION. The Borrower shall have the right
at any time and from time to time upon seven (7) Business Days prior
written notice to the Agent to reduce by $5,000,000 or an integral
multiple of $1,000,000 in excess thereof or terminate entirely the
Total Commitment, whereupon the Commitments of the Banks shall be
reduced pro rata in accordance with their respective Commitment
Percentages of the amount specified in such notice or, as the case may
be, terminated. Promptly after receiving any notice of the Borrower
delivered pursuant to this Section 2.3, the Agent will notify the Banks
of the substance thereof. Upon the effective date of any such reduction
or termination, the Borrower shall pay to the Agent for the respective
accounts of the Banks the full amount of any commitment fee then
accrued on the amount of the reduction. No reduction or termination of
the Commitments may be reinstated.

2.3.2. MANDATORY REDUCTION. The Total Commitment shall be
automatically and irrevocable reduced pursuant to the requirements of
Section 4.3.2 and Section 10.5.2 on the dates and in the amounts (the
"Asset Reduction Amount") required by Section 4.3.2 and Section 10.5.2.
Upon such a reduction in the Total Commitment pursuant to Section
4.3.2. or Section 10.5.2, the Commitment of each Bank shall be reduced
pro rata in accordance with its Commitment Percentage of the Asset
Reduction Amount. If, on the date of such reduction, the sum of the
outstanding amount of the Revolving Credit Loans plus the Maximum
Drawing Amount plus all Unpaid Reimbursement Obligations exceeds the
Total Commitment in effect after giving effect to the reduction of the
Total

30
-22-

Commitment that occurred on such date pursuant to this Section 2.3.2,
then the Borrower shall immediately pay the amounts of such excess to
the Agent for the respective accounts of the Banks for application
first to the Unpaid Reimbursement Obligations, second, to the Revolving
Credit Loans, and third to provide to the Agent cash collateral for
Reimbursement Obligations as contemplated by Section 5.2.

2.4. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrower in substantially the form
of Exhibit A hereto (each a "Revolving Credit Note"), dated as of March 27, 1997
and completed with appropriate insertions. One Revolving Credit Note shall be
payable to the order of each Bank in a principal amount equal to such Bank's
Commitment or, if less, the outstanding amount of all Revolving Credit Loans
made by such Bank, plus interest accrued thereon, as set forth below. The
Borrower irrevocably authorizes each Bank to make or cause to be made, at or
about the time of the Drawdown Date of any Revolving Credit Loan or at the time
of receipt of any payment of principal on such Bank's Revolving Credit Note, an
appropriate notation on such Bank's Revolving Credit Note Record reflecting the
making of such Revolving Credit Loan or (as the case may be) the receipt of such
payment. The outstanding amount of the Revolving Credit Loans set forth on such
Bank's Revolving Credit Note Record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Bank, but the failure to
record, or any error in so recording, any such amount on such Bank's Revolving
Credit Note Record shall not limit or otherwise affect the obligations of the
Borrower hereunder or under any Revolving Credit Note to make payments of
principal of or interest on any Revolving Credit Note when due.

2.5. INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise provided
in Section 6.11,

(a) Each Base Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of
the Interest Period with respect thereto at the Base Rate plus the
Applicable Margin.

(b) Each Eurodollar Rate Loan shall bear interest for the
period commencing with the Drawdown Date thereof and ending on the last
day of the Interest Period with respect thereto at the Eurodollar Rate
determined for such Interest Period plus the Applicable Margin.

(c) The Borrower promises to pay interest on each Revolving
Credit Loan in arrears on each Interest Payment Date with respect
thereto.

2.6. REQUESTS FOR REVOLVING CREDIT LOANS. The Borrower shall give to
the Agent written notice in the form of Exhibit C hereto (or telephonic notice
confirmed in a writing in the form of Exhibit C hereto) of each Revolving Credit
Loan requested hereunder (a "Loan Request") no less than (a) one (1) Business
Day prior to the proposed Drawdown Date of any Base Rate Loan and (b) three (3)
Eurodollar

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-23-

Business Days prior to the proposed Drawdown Date of any Eurodollar Rate Loan.
Each such notice shall specify (i) the principal amount of the Revolving Credit
Loan requested, (ii) the proposed Drawdown Date of such Revolving Credit Loan,
(iii) the Interest Period for such Revolving Credit Loan (if comprising a
Eurodollar Rate Loan) and (iv) the Type of such Revolving Credit Loan. Promptly
upon receipt of any such notice, the Agent shall notify each of the Banks
thereof. Each Revolving Credit Loan Request shall be irrevocable and binding on
the Borrower and shall obligate the Borrower to accept the Revolving Credit Loan
requested from the Banks on the proposed Drawdown Date. Each Loan Request shall
be in a minimum aggregate amount of $5,000,000 or a whole multiple of $1,000,000
in excess thereof.

2.7. CONVERSION OPTIONS.

2.7.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN.
The Borrower may elect from time to time to convert any outstanding
Revolving Credit Loan to a Revolving Credit Loan of another Type,
provided that (a) with respect to any such conversion of a Revolving
Credit Loan to a Base Rate Loan, the Borrower shall give the Agent at
least one (1) Business Day prior written notice of such election; (b)
with respect to any such conversion of a Base Rate Loan to a Eurodollar
Rate Loan, the Borrower shall give the Agent at least three (3)
Eurodollar Business Days prior written notice of such election; (c)
with respect to any such conversion of a Eurodollar Rate Loan into a
Revolving Credit Loan of another Type, such conversion shall only be
made on the last day of the Interest Period with respect thereto and
(d) no Loan may be converted into a Eurodollar Rate Loan when any
Default or Event of Default has occurred and is continuing. On the date
on which such conversion is being made each Bank shall take such action
as is necessary to transfer its Commitment Percentage of such Revolving
Credit Loans to its Domestic Lending Office or its Eurodollar Lending
Office, as the case may be. All or any part of outstanding Revolving
Credit Loans of any Type may be converted into a Revolving Credit Loan
of another Type as provided herein, provided that any partial
conversion shall be in an aggregate principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof. Each Conversion Request
relating to the conversion of a Revolving Credit Loan to a Eurodollar
Rate Loan shall be irrevocable by the Borrower.

2.7.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any
Revolving Credit Loan of any Type may be continued as a Revolving
Credit Loan of the same Type upon the expiration of an Interest Period
with respect thereto by compliance by the Borrower with the notice
provisions contained in Section 2.7.1; provided that no Eurodollar Rate
Loan may be continued as such when any Default or Event of Default has
occurred and is continuing, but shall be automatically converted to a
Base Rate Loan on the last day of the first Interest Period relating
thereto ending during the continuance of any Default or Event of
Default of which officers of the Agent active upon the Borrower's
account have actual knowledge. In the event that the Borrower fails to
provide any such notice with respect to the continuation of any
Eurodollar Rate Loan as such, then such Eurodollar Rate Loan shall be

32
-24-

automatically converted to a Base Rate Loan on the last day of the
first Interest Period relating thereto. The Agent shall notify the
Banks promptly when any such automatic conversion contemplated by this
Section 2.7 is scheduled to occur.

2.7.3. EURODOLLAR RATE LOANS. Any conversion to or from
Eurodollar Rate Loans shall be in such amounts and be made pursuant to
such elections so that, after giving effect thereto, the aggregate
principal amount of all Eurodollar Rate Loans having the same Interest
Period shall not be less than $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.

2.8. FUNDS FOR REVOLVING CREDIT LOAN.

2.8.1. FUNDING PROCEDURES. Not later than 11:00 a.m. (Boston
time) on the proposed Drawdown Date of any Revolving Credit Loans, each
of the Banks will make available to the Agent, at the Agent's Head
Office, in immediately available funds, the amount of such Bank's
Commitment Percentage of the amount of the requested Revolving Credit
Loans. Upon receipt from each Bank of such amount, and upon receipt of
the documents required by Sections 12 and 13 and the satisfaction
of the other conditions set forth therein, to the extent applicable,
the Agent will make available to the Borrower the aggregate amount of
such Revolving Credit Loans made available to the Agent by the Banks.
The failure or refusal of any Bank to make available to the Agent at
the aforesaid time and place on any Drawdown Date the amount of its
Commitment Percentage of the requested Revolving Credit Loans shall not
relieve any other Bank from its several obligation hereunder to make
available to the Agent the amount of such other Bank's Commitment
Percentage of any requested Revolving Credit Loans.

2.8.2. ADVANCES BY AGENT. The Agent may, unless notified to
the contrary by any Bank prior to a Drawdown Date, assume that such
Bank has made available to the Agent on such Drawdown Date the amount
of such Bank's Commitment Percentage of the Revolving Credit Loans to
be made on such Drawdown Date, and the Agent may (but it shall not be
required to), in reliance upon such assumption, make available to the
Borrower a corresponding amount. If any Bank makes available to the
Agent such amount on a date after such Drawdown Date, such Bank shall
pay to the Agent on demand an amount equal to the product of (a) the
average computed for the period referred to in clause (c) below, of the
weighted average interest rate paid by the Agent for federal funds
acquired by the Agent during each day included in such period, times
(b) the amount of such Bank's Commitment Percentage of such Revolving
Credit Loans, times (c) a fraction, the numerator of which is the
number of days that elapse from and including such Drawdown Date to the
date on which the amount of such Bank's Commitment Percentage of such
Revolving Credit Loans shall become immediately available to the Agent,
and the denominator of which is 365. A statement of the Agent submitted
to such Bank with respect to any amounts

33
-25-

owing under this paragraph shall be prima facie evidence of the amount
due and owing to the Agent by such Bank. If the amount of such Bank's
Commitment Percentage of such Revolving Credit Loans is not made
available to the Agent by such Bank within three (3) Business Days
following such Drawdown Date, the Agent shall be entitled to recover
such amount from the Borrower on demand, with interest thereon at the
rate per annum applicable to the Revolving Credit Loans made on such
Drawdown Date.

2.9. CHANGE IN BORROWING BASE. The Borrowing Base shall be determined
monthly by the Agent by reference to the Borrowing Base Report delivered to the
Banks and the Agent pursuant to Section 9.4(e).

3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

3.1. MATURITY. The Borrower promises to pay on the Revolving Credit
Loan Maturity Date, and there shall become absolutely due and payable on the
Revolving Credit Loan Maturity Date, all of the Revolving Credit Loans
outstanding on such date, together with any and all accrued and unpaid interest
thereon.

3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS. If at any time the
sum of the outstanding amount of the Revolving Credit Loans, the Maximum Drawing
Amount and all Unpaid Reimbursement Obligations exceeds the lesser of (a) Total
Commitment and (b) the Borrowing Base, then the Borrower shall immediately pay
the amount of such excess to the Agent for the respective accounts of the Banks
for application: first, to any Unpaid Reimbursement Obligations; second, to the
Revolving Credit Loans; and third, to provide to the Agent cash collateral for
Reimbursement Obligations as contemplated by Section 5.2(b) and (c). Each
payment of any Unpaid Reimbursement Obligations or prepayment of Revolving
Credit Loans shall be allocated among the Banks, in proportion, as nearly as
practicable, to each Reimbursement Obligation or (as the case may be) the
respective unpaid principal amount of each Bank's Revolving Credit Note, with
adjustments to the extent practicable to equalize any prior payments or
repayments not exactly in proportion.

3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrower shall
have the right, at its election, to repay the outstanding amount of the
Revolving Credit Loans, as a whole or in part, at any time without penalty or
premium, but subject to Section 6.10. The Borrower shall give the Agent, no
later than 12:00 noon, Boston time, at least one (1) Business Day prior written
notice of any proposed prepayment pursuant to this Section 3.3 of Base Rate
Loans, and three (3) Eurodollar Business Days notice of any proposed prepayment
pursuant to this Section 3.3 of Eurodollar Rate Loans, in each case specifying
the proposed date of prepayment of Revolving Credit Loans and the principal
amount to be prepaid. Each such partial prepayment of the Revolving Credit Loans
shall be in an integral multiple of $1,000,000 or a whole multiple of $100,000
in excess thereof, shall be accompanied by the payment of accrued interest on
the principal prepaid to the date of prepayment and shall be applied, in the
absence of instruction by the Borrower, first

34
-26-

to the principal of Base Rate Loans and then to the principal of Eurodollar Rate
Loans. Each partial prepayment shall be allocated among the Banks, in
proportion, as nearly as practicable, to the respective unpaid principal amount
of each Bank's Revolving Credit Note, with adjustments to the extent practicable
to equalize any prior repayments not exactly in proportion.

4. THE TERM LOAN.

4.1. COMMITMENT TO LEND. Subject to the terms and conditions set forth
in this Credit Agreement, each Bank agrees to lend to the Borrower on the
Closing Date the amount of its Commitment Percentage of the principal amount of
$70,000,000.

4.2. THE TERM NOTES. The Term Loan shall be evidenced by separate
promissory notes of the Borrower in substantially the form of Exhibit D hereto
(each a "Term Note"), dated as of the Closing Date and completed with
appropriate insertions. One Term Note shall be payable to the order of each Bank
in a principal amount equal to such Bank's Commitment Percentage of the Term
Loan and representing the obligation of the Borrower to pay to such Bank such
principal amount or, if less, the outstanding amount of such Bank's Commitment
Percentage of the Term Loan, plus interest accrued thereon, as set forth below.
The Borrower irrevocably authorizes each Bank to make or cause to be made a
notation on such Bank's Term Note Record reflecting the original principal
amount of such Bank's Commitment Percentage of the Term Loan and, at or about
the time of such Bank's receipt of any principal payment on such Bank's Term
Note, an appropriate notation on such Bank's Term Note Record reflecting such
payment. The aggregate unpaid amount set forth on such Bank's Term Note Record
shall be prima facie evidence of the principal amount thereof owing and unpaid
to such Bank, but the failure to record, or any error in so recording, any such
amount on such Bank's Term Note Record shall not affect the obligations of the
Borrower hereunder or under any Term Note to make payments of principal of and
interest on any Term Note when due.

4.3. MANDATORY PREPAYMENTS.

4.3.1. SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM
Loan. The Borrower promises to pay to the Agent for the account of the
Banks the principal amount of the Term Loan in eighteen (18)
consecutive quarterly payments, such installments to be due and payable
on the last day of each calendar quarter of each calendar year in the
amount set forth opposite such quarter in the table below, commencing
on December 31, 1997, with a final payment on the Term Loan Maturity
Date in an amount equal to the unpaid balance of the Term Loan:

------------------------------------------------ -------------------------
Amount of
Quarter Ending: Each Payment
------------------------------------------------ -------------------------

December 31, 1997 - June 30, 1998 $1,500,000.00
------------------------------------------------ -------------------------
September 30, 1998 - December 31, 2001 $4,366,666.67
------------------------------------------------ -------------------------

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------------------------------------------------ -------------------------
Amount of
Quarter Ending: Each Payment
------------------------------------------------ -------------------------

Term Loan Maturity Date Remaining
Unpaid Balance of Term
Loan
------------------------------------------------ -------------------------

4.3.2. PROCEEDS. Concurrently with the receipt by the Borrower
or any of its Subsidiaries of net cash proceeds from (a) any Equity
Issuance (or series of related issuances) involving receipt by the
Borrower or such Subsidiary of net cash proceeds therefrom in excess of
$5,000,000, (b) the issuance of any Subordinated Debt which is
permitted to be incurred pursuant to Section 10.1 hereof, and (c) the
repurchase by Ericsson of all or any portion of the assets or capital
stock of Flextronics Sweden pursuant to Section M.1 of the Ericsson
General Purchase Agreement, the Borrower shall pay to the Agent for the
respective accounts of the Banks an amount equal to 100% of such
proceeds, to be applied against the scheduled installments of principal
due on the Term Loan in the inverse order of maturity, and, if there
are no amounts outstanding under the Term Loan, then such proceeds
shall be applied pro rata to the outstanding Revolving Credit Loans and
the loans outstanding under the FIUI Revolver, and, to the extent the
proceeds are required to be paid pursuant to Section 4.3.2(c) hereof,
the Total Commitment and the "Total Commitment" as defined in the FIUI
Credit Agreement shall be permanently reduced by such amount. To the
extent the Borrower is required to make any payments pursuant to this
Section 4.3.2 and such a payment would subject the Borrower to certain
costs under Section 6.11 associated with a prepayment of a Eurodollar
Rate Loan prior to the last day of an Interest Period with respect
thereto, the Agent shall, if requested by the Borrower, hold such
proceeds as cash collateral until the earlier to occur of (a) the last
day of the Interest Period with respect to such Eurodollar Rate Loans,
(b) the first date when such prepayment can be made without any costs
being incurred pursuant to Section 6.11 and (c) the date when the Agent
determines in its reasonable discretion that such amounts shall be used
to repay all or any portion of the Term Loan.

4.4. OPTIONAL PREPAYMENT OF TERM LOAN. The Borrower shall have the
right at any time to prepay the Term Notes on or before the Term Loan Maturity
Date, as a whole, or in part, upon not less than five (5) Business Days prior
written notice to the Agent, without premium or penalty, but subject to Section
6.10, provided that (a) each partial prepayment shall be in the principal amount
of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, and (b)
each partial prepayment shall be allocated among the Banks, in proportion, as
nearly as practicable, to the respective outstanding amount of each Bank's Term
Note, with adjustments to the extent practicable to equalize any prior
prepayments not exactly in proportion. Any prepayment of principal of the Term
Loan shall include all interest accrued to the date of prepayment and shall be
applied against the scheduled installments of principal due on the Term Loan in
the inverse order of maturity. No amount repaid with respect to the Term Loan
may be reborrowed.

4.5. INTEREST ON TERM LOAN.

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4.4.1. INTEREST RATES. Except as otherwise provided in Section 6.11,
the Term Loan shall bear interest during each Interest Period relating to all or
any portion of the Term Loan at the following rates:

(a) To the extent that all or any portion of the Term Loan
bears interest during such Interest Period at the Base Rate, the Term
Loan or such portion shall bear interest during such Interest Period at
the Base Rate plus the Applicable Margin.

(b) To the extent that all or any portion of the Term Loan
bears interest during such Interest Period at the Eurodollar Rate, the
Term Loan or such portion shall bear interest during such Interest
Period at the Eurodollar Rate plus the Applicable Margin.

The Borrower promises to pay interest on the Term Loan or any portion thereof
outstanding during each Interest Period in arrears on each Interest Payment Date
applicable to such Interest Period.

4.4.2. NOTIFICATION BY BORROWER. The Borrower shall notify the Agent,
such notice to be irrevocable, at least two (2) Eurodollar Business Days prior
to the Drawdown Date of the Term Loan if all or any portion of the Term Loan is
to bear interest at the Eurodollar Rate. After the Term Loan has been made, the
provisions of Section 2.7 shall apply mutatis mutandis with respect to all or
any portion of the Term Loan so that the Borrower may have the same interest
rate options with respect to all or any portion of the Term Loan as it would be
entitled to with respect to the Revolving Credit Loans.

4.4.3. AMOUNTS, ETC. Any portion of the Term Loan bearing interest at
the Eurodollar Rate relating to any Interest Period shall be in the amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof. No Interest
Period relating to the Term Loan or any portion thereof bearing interest at the
Eurodollar Rate shall extend beyond the date on which a regularly scheduled
installment payment of the principal of the Term Loan is to be made unless a
portion of the Term Loan at least equal to such installment payment has an
Interest Period ending on such date or is then bearing interest at the Base
Rate.

5. LETTERS OF CREDIT.

5.1. LETTER OF CREDIT COMMITMENTS.

5.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the terms and
conditions hereof and the execution and delivery by the Borrower of a letter of
credit application on the Agent's customary form (a "Letter of Credit
Application"), the Agent on behalf of the Banks and in reliance upon the
agreement of the Banks set forth in Section 5.1.4 and upon the representations
and warranties of the Borrower contained herein, agrees, in its individual
capacity, to issue, extend and renew for the account of the Borrower one or

37
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more standby or documentary letters of credit (individually, a "Letter of
Credit"), in such form as may be requested from time to time by the Borrower and
agreed to by the Agent; provided, however, that, after giving effect to such
request, (a) the sum of the aggregate Maximum Drawing Amount and all Unpaid
Reimbursement Obligations shall not exceed $20,000,000 at any one time and (b)
the sum of (i) the Maximum Drawing Amount on all Letters of Credit, (ii) all
Unpaid Reimbursement Obligations, and (iii) the amount of all Revolving Credit
Loans outstanding shall not exceed the lesser of (A) the Total Commitment and
(B) the Borrowing Base.

5.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
Application shall be completed to the satisfaction of the Agent. In the
event that any provision of any Letter of Credit Application shall be
inconsistent with any provision of this Credit Agreement, then the
provisions of this Credit Agreement shall, to the extent of any such
inconsistency, govern.

5.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit
issued, extended or renewed hereunder shall, among other things, (a)
provide for the payment of sight drafts for honor thereunder when
presented in accordance with the terms thereof and when accompanied by
the documents described therein, and (b) have an expiry date no later
than the date which is fourteen (14) days (or, if the Letter of Credit
is confirmed by a confirmer or otherwise provides for one or more
nominated persons, forty-five (45) days) prior to the Revolving Credit
Loan Maturity Date. Each Letter of Credit so issued, extended or
renewed shall be subject to the Uniform Customs.

5.1.4. REIMBURSEMENT OBLIGATIONS OF BANKS. Each Bank severally
agrees that it shall be absolutely liable, without regard to the
occurrence of any Default or Event of Default or any other condition
precedent whatsoever, to the extent of such Bank's Commitment
Percentage, to reimburse the Agent on demand for the amount of each
draft paid by the Agent under each Letter of Credit to the extent that
such amount is not reimbursed by the Borrower pursuant to Section 5.2
(such agreement for a Bank being called herein the "Letter of Credit
Participation" of such Bank).

5.1.5. PARTICIPATIONS OF BANKS. Each such payment made by a
Bank shall be treated as the purchase by such Bank of a participating
interest in the Borrower's Reimbursement Obligation under Section 5.2
in an amount equal to such payment. Each Bank shall share in accordance
with its participating interest in any interest which accrues pursuant
to Section 5.2.

5.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Agent to issue, extend and renew each Letter of Credit and the Banks to
participate therein, the Borrower hereby agrees to reimburse or pay to the
Agent, for the account of the Agent or (as the case may be) the Banks, with
respect to each Letter of Credit issued, extended or renewed by the Agent
hereunder,

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(a) except as otherwise expressly provided in Section 5.2(b)
and (c), on each date that any draft presented under such Letter of
Credit is honored by the Agent, or the Agent otherwise makes a payment
with respect thereto, (i) the amount paid by the Agent under or with
respect to such Letter of Credit, and (ii) without duplication for any
amounts owing pursuant to Section 6.7 and Section 17 hereof, the amount
of any taxes, fees, charges or other costs and expenses whatsoever
incurred by the Agent or any Bank in connection with any payment made
by the Agent or any Bank under, or with respect to, such Letter of
Credit,

(b) upon the reduction (but not termination) of the Total
Commitment to an amount less than the Maximum Drawing Amount, an amount
equal to such difference, which amount shall be held by the Agent for
the benefit of the Banks and the Agent as cash collateral for all
Reimbursement Obligations, and

(c) upon the termination of the Total Commitment, or the
acceleration of the Reimbursement Obligations with respect to all
Letters of Credit in accordance with Section 14, an amount equal to the
then Maximum Drawing Amount on all Letters of Credit, which amount
shall be held by the Agent for the benefit of the Banks and the Agent
as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Agent at the Agent's Head Office in
immediately available funds. Interest on any and all amounts remaining unpaid by
the Borrower under this Section 5.2 one day after the Agent shall have provided
the Borrower with notice that such amounts have become due and payable (whether
as stated in this Section 5.2, by acceleration or otherwise) until payment in
full (whether before or after judgment) shall be payable to the Agent on demand
at the rate specified in Section 6.11 for overdue principal on the Revolving
Credit Loans.

5.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Agent
shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the Agent as
provided in Section 5.2 on or before the date that such draft is paid or other
payment is made by the Agent, the Agent may at any time thereafter notify the
Banks of the amount of any such Unpaid Reimbursement Obligation. No later than
3:00 p.m. (Boston time) on the Business Day next following the receipt of such
notice, each Bank shall make available to the Agent, at the Agent's Head Office,
in immediately available funds, such Bank's Commitment Percentage of such Unpaid
Reimbursement Obligation, together with an amount equal to the product of (a)
the average, computed for the period referred to in clause (c) below, of the
weighted average interest rate paid by the Agent for federal funds acquired by
the Agent during each day included in such period, times (b) the amount equal to
such Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, times
(c) a fraction, the numerator of which is the number of days that elapse from
and including the date the Agent paid the draft

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presented for honor or otherwise made payment to the date on which such Bank's
Commitment Percentage of such Unpaid Reimbursement obligation shall become
immediately available to the Agent, and the denominator of which is 360. The
responsibility of the Agent to the Borrower and the Banks shall be only to
determine that the documents (including each draft) delivered under each Letter
of Credit in connection with such presentment shall be in conformity in all
material respects with such Letter of Credit.

5.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this
Section 5 shall be absolute and unconditional under any and all circumstances
and irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Agent, any Bank or any
beneficiary of a Letter of Credit. The Borrower further agrees with the Agent
and the Banks that the Agent and the Banks shall not be responsible for, and the
Borrower's Reimbursement Obligations under Section 5.2 shall not be affected by,
among other things, the validity or genuineness of documents or of any
endorsements thereon, even if such documents should in fact prove to be in any
or all respects invalid, fraudulent or forged, or any dispute between or among
the Borrower, the beneficiary of any Letter of Credit or any financing
institution or other party to which any Letter of Credit may be transferred or
any claims or defenses whatsoever of the Borrower against the beneficiary of any
Letter of Credit or any such transferee. The Agent and the Banks shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit. The Borrower agrees that any action taken or omitted by
the Agent or any Bank under or in connection with each Letter of Credit and the
related drafts and documents, if done in good faith, shall be binding upon the
Borrower and shall not result in any liability on the part of the Agent or any
Bank to the Borrower.

5.5. RELIANCE BY ISSUER. To the extent not inconsistent with Section
5.4, the Agent shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Credit Agreement unless it
shall first have received such advice or concurrence of the Majority Banks as it
reasonably deems appropriate or it shall first be indemnified to its reasonable
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement in accordance with a request of the Majority Banks,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon the Banks and all future holders of the Revolving Credit Notes
or of a Letter of Credit Participation.

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5.6. LETTER OF CREDIT FEE. The Borrower shall pay quarterly in advance
on the date of issuance or any extension or renewal of any Letter of Credit, and
then on the last day of each calendar quarter for the next fiscal quarter and at
such other time or times as such charges are customarily made by the Agent, a
fee (in each case, a "Letter of Credit Fee") to the Agent (a) in respect of each
standby Letter of Credit equal to the Applicable Margin then in effect for
Letters of Credit times the aggregate available amount of such standby Letter of
Credit plus the Agent's customary issuance fee of 0.125% of the available amount
of such standby Letter of Credit, and (b) in respect of each documentary Letter
of Credit equal to (i) the Applicable Margin then in effect for Letters of
Credit times the aggregate available amount of such documentary Letter of
Credit, plus (ii) the Agent's customary issuance fee or amendment fee, as the
case may be, in an amount of 0.125% of the available amount of such documentary
Letter of Credit plus (iii) the Agent's customary time negotiation fee per
document examination, such Letter of Credit Fee (but not such issuance,
amendment, negotiation or document examination fee) to be for the accounts of
the Banks in accordance with their respective Commitment Percentages.

6. CERTAIN GENERAL PROVISIONS.

6.1. CLOSING FEE. The Borrower agrees to pay to the Agent for the
account of the Agent and the Arranger (as such term is defined in the Fee
Letter) on the Closing Date a closing fee in the amount set forth in the Fee
Letter.

6.2. AGENT'S FEE. The Borrower shall pay to the Agent for the Agent's
own account, an Agent's fee at the times and in the amounts set forth in the Fee
Letter.

6.3. FUNDS FOR PAYMENTS.

6.3.1. PAYMENTS TO AGENT. All payments of principal, interest,
Reimbursement Obligations, Commitment Fees, Letter of Credit Fees and
any other amounts due hereunder or under any of the other Loan
Documents shall be made to the Agent in Dollars, for the respective
accounts of the Banks and the Agent, at the Agent's Head Office or at
such other location in the Boston, Massachusetts, area that the Agent
may from time to time designate, in each case in immediately available
funds.

6.3.2. NO OFFSET, ETC. All payments by the Borrower hereunder
and under any of the other Loan Documents shall be made without setoff
or counterclaim and free and clear of and without deduction for any
taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory loans, restrictions or conditions of any
nature now or hereafter imposed or levied by any jurisdiction or any
political subdivision thereof or taxing or other authority therein
unless the Borrower is compelled by law to make such deduction or
withholding. If any such obligation is imposed upon the Borrower with
respect to any amount payable by it hereunder or under any of the other
Loan Documents, subject to Section 6.12 and Section 20.8 hereof, the
Borrower will pay to the Agent, for the account of the Banks or (as the
case may be) the

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Agent, on the date on which such amount is due and payable hereunder or
under such other Loan Document, such additional amount in Dollars as
shall be necessary to enable the Banks or the Agent to receive the same
net amount which the Banks or the Agent would have received on such due
date had no such obligation been imposed upon the Borrower. The
Borrower will deliver promptly to the Agent certificates or other valid
vouchers for all taxes or other charges deducted from or paid with
respect to payments made by the Borrower hereunder or under such other
Loan Document.

6.4. COMPUTATIONS. All computations of interests on the Base Rate Loans
shall be based on a 365-day year and paid for the actual number of days elapsed.
All computations of interest on the Eurodollar Rate Loans and of Commitment
Fees, Letter of Credit Fees or other fees shall, unless otherwise expressly
provided herein, be based on a 360-day year and paid for the actual number of
days elapsed. Except as otherwise provided in the definition of the term
"Interest Period" with respect to Eurodollar Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest shall accrue during such extension. The
outstanding amount of the Loans as reflected on the Revolving Credit Note
Records and the Term Note Records from time to time shall be considered correct
and binding on the Borrower unless within five (5) Business Days after receipt
of any notice by the Agent or any of the Banks of such outstanding amount, the
Agent or such Bank shall notify the Borrower to the contrary.

6.5. INABILITY TO DETERMINE EURODOLLAR RATE. In the event, prior to the
commencement of any Interest Period relating to any Eurodollar Rate Loan, the
Agent shall determine or be notified by the Majority Banks that adequate and
reasonable methods do not exist for ascertaining the Eurodollar Rate that would
otherwise determine the rate of interest to be applicable to any Eurodollar Rate
Loan during any Interest Period, the Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Banks) to the Borrower and the Banks. In such event (a) any Loan Request or
Conversion Request with respect to Eurodollar Rate Loans shall be automatically
withdrawn and shall be deemed a request for Base Rate Loans, (b) each Eurodollar
Rate Loan will automatically, on the last day of the then current Interest
Period relating thereto, become a Base Rate Loan, and (c) the obligations of the
Banks to make Eurodollar Rate Loans shall be suspended until the Agent or the
Majority Banks determines that the circumstances giving rise to such suspension
no longer exist, whereupon the Agent or, as the case may be, the Agent upon the
instruction of the Majority Banks, shall so notify the Borrower and the Banks.

6.6. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Bank to make or maintain
Eurodollar Rate Loans, such Bank shall forthwith give notice of such
circumstances to the Borrower and the other Banks and thereupon (a) the
commitment of such Bank to make Eurodollar Rate Loans or convert Base Rate Loans
to Eurodollar Rate Loans shall

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forthwith be suspended and (b) such Bank's Loans then outstanding as Eurodollar
Rate Loans, if any, shall be converted automatically to Base Rate Loans on the
last day of each Interest Period applicable to such Eurodollar Rate Loans or
within such earlier period as may be required by law. The Borrower hereby agrees
promptly to pay the Agent for the account of such Bank, upon demand by such
Bank, any additional amounts necessary to compensate such Bank for any costs
incurred by such Bank in making any conversion in accordance with this
Section 6.6, including any interest or fees payable by such Bank to lenders of
funds obtained by it in order to make or maintain its Eurodollar Rate Loans
hereunder.

6.7. ADDITIONAL COSTS, ETC. If any introduction, adoption or change in
any applicable law or regulation, which expression, as used herein, includes
statutes, rules and regulations thereunder or changes in the interpretations
thereof by any competent court or by any governmental or other regulatory body
or official charged with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or from time to time
hereafter made upon or otherwise issued to any Bank or the Agent by any central
bank or other fiscal, monetary or other authority (whether or not having the
force of law), shall:

(a) subject any Bank or the Agent to any tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature with respect
to this Credit Agreement, the other Loan Documents, any Letters of
Credit, such Bank's Commitment or the Loans (other than taxes based
upon or measured by the income or profits of such Bank or the Agent),
or

(b) materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Bank of the
principal of or the interest on any Loans or any other amounts payable
to any Bank or the Agent under this Credit Agreement or any of the
other Loan Documents, or

(c) impose or increase or render applicable (other than to the
extent specifically provided for elsewhere in this Credit Agreement)
any special deposit, reserve, assessment, liquidity or other similar
requirements (whether or not having the force of law) against assets
held by, or deposits in or for the account of, or loans by, or letters
of credit issued by, or commitments of an office of any Bank, or

(d) impose on any Bank or the Agent any other conditions or
requirements with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, the Loans, such Bank's Commitment, or
any class of loans, letters of credit or commitments of which any of
the Loans or such Bank's Commitment forms a part, and the result of any
of the foregoing is

(i) to increase the cost to any Bank of making,
funding, issuing, renewing, extending or maintaining any of
the Loans or such Bank's Commitment or any Letter of Credit if
such Bank deems such cost to be material, or

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(ii) to reduce the amount of principal, interest,
Reimbursement Obligation or other amount payable to such Bank
or the Agent hereunder on account of such Bank's Commitment,
any Letter of Credit or any of the Loans, or

(iii) to require such Bank or the Agent to make any
payment or to forego any interest or Reimbursement Obligation
or other sum payable hereunder, the amount of which payment or
foregone interest or Reimbursement Obligation or other sum is
calculated by reference to the gross amount of any sum
receivable or deemed received by such Bank or the Agent from
the Borrower hereunder,

then, and in each such case, the Borrower will promptly upon demand made by such
Bank or (as the case may be) the Agent at any time and from time to time and as
often as the occasion therefor may arise, pay to such Bank or the Agent such
additional amounts (but without duplication for amounts paid pursuant to another
provision of this Credit Agreement) as will be sufficient to compensate such
Bank or the Agent for such additional cost, reduction, payment or foregone
interest or Reimbursement Obligation or other sum.

6.8. CAPITAL ADEQUACY. If after the date hereof any Bank or the Agent
determines that (a) the adoption of or change in any law, governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law) regarding capital requirements for banks or bank holding companies or any
change in the interpretation or application thereof by a court or governmental
authority with appropriate jurisdiction, or (b) compliance by such Bank or the
Agent or any corporation controlling such Bank or the Agent with any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the
effect of reducing the return on such Bank's or the Agent's commitment with
respect to any Loans to a level below that which such Bank or the Agent could
have achieved but for such adoption, change or compliance (taking into
consideration such Bank's or the Agent's then existing policies with respect to
capital adequacy and assuming full utilization of such entity's capital) by any
amount deemed by such Bank or (as the case may be) the Agent to be material,
then such Bank or the Agent may notify the Borrower of such fact. To the extent
that the amount of such reduction in the return on capital is not reflected in
the Base Rate, the Borrower and such Bank shall thereafter attempt to negotiate
in good faith, within thirty (30) days of the day on which the Borrower receives
such notice, an adjustment payable hereunder that will adequately compensate
such Bank in light of these circumstances. If the Borrower and such Bank are
unable to agree to such adjustment within thirty (30) days of the date on which
the Borrower receives such notice, then commencing on the date of such notice
(but not earlier than the effective date of any such increased capital
requirement), the fees payable hereunder shall increase by an amount that will,
in such Bank's reasonable determination, provide adequate compensation. Each
Bank shall allocate such cost increases among its customers in good faith and on
an equitable basis.

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6.9. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to Sections 6.7 or 6.8 and a brief explanation of such
amounts which are due and the basis upon which such amounts were calculated,
submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent
manifest error, that such amounts are due and owing.

6.10. INDEMNITY. The Borrower agrees to indemnify each Bank and to hold
each Bank harmless from and against any loss, cost or expense (including loss of
anticipated profits) that such Bank may sustain or incur as a consequence of (a)
default by the Borrower in payment of the principal amount of or any interest on
any Eurodollar Rate Loans as and when due and payable, including any such loss
or expense arising from interest or fees payable by such Bank to lenders of
funds obtained by it in order to maintain its Eurodollar Rate Loans, (b) default
by the Borrower in making a borrowing of a Eurodollar Rate Loan or conversion to
a Eurodollar Rate Loan after the Borrower has given (or is deemed to have given)
a Loan Request, notice (in the case of all or any portion of the Term Loans
pursuant to Section 4.5.2.) or a Conversion Request relating thereto in
accordance with Section 2.6, Section 2.7 or Section 4.5 or (c) the making of any
payment of a Eurodollar Rate Loan or the making of any conversion of any such
Loan to a Base Rate Loan on a day that is not the last day of the applicable
Interest Period with respect thereto, including interest or fees payable by such
Bank to lenders of funds obtained by it in order to maintain any such Loans.

6.11. INTEREST AFTER DEFAULT. Overdue principal and (to the extent
permitted by applicable law) interest on the Loans and all other overdue amounts
payable hereunder or under any of the other Loan Documents shall bear interest
compounded monthly and payable on demand at a rate per annum equal to two
percent (2%) above the Base Rate until such amount shall be paid in full (after
as well as before judgment).

6.12. CERTAIN BANK OBLIGATIONS.

6.12.1. REPLACEMENT BANKS. Within thirty (30) days after (a)
any Bank has demanded compensation from the Borrower pursuant to
Sections 6.3.2, 6.7 or 6.8 hereof, or (b) there shall have occurred a
change in law with respect to any Bank as a consequence of which it
shall have become unlawful for such Bank to make a Eurodollar Rate Loan
on any Drawdown Date, as described in Section 6.6 hereof (any such Bank
described in the foregoing clauses (a) or (b) is hereinafter referred
to as an "Affected Bank"), the Borrower may request that the other
Banks (the "Non-Affected Banks") acquire all, but not less than all, of
the Affected Bank's outstanding Loans and assume all, but not less than
all, of the Affected Bank's Commitment. If the Borrower so requests,
the Non-Affected Banks may elect to acquire all or any portion of the
Affected Bank's outstanding Loans and to assume all or any portion of
the Affected Bank's Commitment; provided, however, such Non-Affected
Bank shall also be required to acquire and assume all or a like pro
rata portion of such assignor's interests under the FIUI Credit
Agreement. If the

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Non-Affected Banks do not elect to acquire and assume all of
the Affected Bank's outstanding Loans and Commitment and like interest
and liabilities of the Affected Bank under the FIUI Credit Agreement,
the Borrower may designate a replacement bank or banks (which must be
an Eligible Assignee), which must be reasonably satisfactory to the
Agent, to acquire and assume that portion of the outstanding Loans and
Commitment of the Affected Bank not being acquired and assumed by the
Non-Affected Banks; provided, however, such assignee shall also be
required to acquire and assume all or a like pro rata portion of such
assignor's interests under the FIUI Credit Agreement. The provisions of
Section 20 hereof shall apply to all reallocations pursuant to this
Section 6.12 (including, without limitation, the provisions pertaining
to pro rata allocations with the FIUI Credit Agreement), and the
Affected Bank and any Non-Affected Banks and/or replacement banks which
are to acquire the Loans and Commitment of the Affected Bank shall
execute and deliver to the Agent, in accordance with the provisions of
Section 20 hereof, such Assignments and Acceptances and other
instruments, as are required pursuant to Section 20 hereof to give
effect to such reallocations; provided, however, the Borrower shall, or
shall cause the assignee Bank, pay the registration fee set forth in
Section 20.3. Any Non-Affected Banks which are to acquire the Loans and
Commitment of the Affected Bank shall be deemed to be Eligible
Assignees for all purposes of Section 20 hereof. On the effective date
of the applicable Assignments and Acceptances, the Borrower shall pay
to the Affected Bank all interest accrued on its Loans up to but
excluding such date, along with any fees payable to such Affected Bank
hereunder up to but excluding such date, including, without limitation,
any amounts that would have been payable pursuant to Section 6.10
hereof in connection with a prepayment.

6.12.2. MITIGATION. If (a) any Bank shall request compensation
under Section 6.7 or Section 6.8 hereof, (b) any Bank delivers a notice
described in Section 6.6 or (c) the Borrower is required to pay any
additional amount to any Bank, or any governmental authority on account
of any Bank pursuant to Section 6.3 or Section 6.7, such Bank agrees to
use reasonable efforts (consistent with legal and regulatory
restrictions) to change its Domestic Lending Office or Eurodollar
Lending Office, as the case may be, to avoid or to minimize any amounts
otherwise payable under Sections 6.3, 6.7 or 6.8 or enable it to
withdraw a notice given pursuant to Section 6.6, in each case solely if
such change can be made in a manner so that such Bank, in its sole
determination, suffers no legal, economic or regulatory disadvantage
deemed by such Bank in its sole discretion to be significant. The
Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Bank in connection with any such change.

6.12.3. FILING REQUIREMENTS. Upon the written request of the
Borrower, each Bank shall, to the extent requested by the Borrower and
to the fullest extent that it lawfully may do so, deliver to the
Borrower and the Agent or file with the relevant taxing authority, such
form, certification or

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other evidence, as required by applicable law or treaty, properly
completed and duly executed by such Bank, establishing that a payment
by such Borrower is (x) not subject to withholding tax under the law of
such jurisdiction or (y) totally exempt from such withholding tax or
subject to a reduced rate of such tax under a provision of an
applicable tax treaty, and in any event not subject to any back-up
withholding so long as the completion, execution or submission of such
form, certification or other evidence would not materially prejudice
the legal or commercial position of such Bank. The Borrower agrees to
furnish to each Bank the applicable tax forms promptly upon request
therefor. Notwithstanding anything to the contrary contained herein,
such Bank will not be required to (a) disclose information which in its
reasonable judgment it deems confidential or proprietary or (b) incur a
disadvantage if such disadvantage would, in its reasonable judgment, be
substantial in comparison to any additional amount otherwise payable
the Borrower hereunder.

7. COLLATERAL SECURITY AND GUARANTIES.

7.1. SECURITY OF BORROWER. The Obligations shall be secured by a
perfected first priority security interest (subject only to Permitted Liens
entitled to priority under applicable law) in certain of the assets of the
Borrower, whether now owned or hereafter acquired, pursuant to the terms of the
Security Documents to which the Borrower is a party.

7.2. GUARANTEES AND SECURITY OF SUBSIDIARIES. The Obligations shall
also be guaranteed pursuant to the terms of the Guarantees. The obligations of
the Borrower's Subsidiaries under the Guarantees shall be in turn secured by a
perfected first priority security interest (subject only to Permitted Liens
entitled to priority under applicable law) in certain of the assets of each such
Subsidiary, whether now owned or hereafter acquired, pursuant to the terms of
the Security Documents to which such Subsidiary is a party.

7.3. CHANGE OF STATUS. To the extent that any Excluded Subsidiary
requests at any time after the Closing Date to become a Guarantor hereunder,
such Person shall send a written notice of such request to the Agent. To the
extent the Agent and the Majority Banks consent to such a request, and provided
such Person delivers to the Agent an executed Guarantee, Security Agreement and
further Security Documents or other instruments and documents as the Agent may
require in order to grant to the Agent a first priority perfected security
interest (or a comparable interest in the case of a security interest being
taken outside of the United States of America) in such Person's inventory and
Accounts Receivable (including after acquired) as shall be required by
Section 7.2, together with legal opinions in form and substance reasonably
satisfactory to the Agent, opining as to the authorization, validity and
enforceability of such Guarantee and Security Document and the perfection of
such security interests, such Person shall, after delivery of all such documents
and instruments, cease being an Excluded Subsidiary hereunder and shall be a
Guarantor hereunder. To the extent that in any relevant jurisdiction it is not
possible or reasonably practical for the Agent to obtain such security (or

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comparable) interest solely in inventory and Accounts Receivable (including
after acquired), or the rights or remedies of the Agent with respect to
inventory or Accounts Receivable collateral (including after acquired) will be
significantly impaired, without the Agent also obtaining a security (or
comparable) interest in other assets of such Guarantor, the Security Documents
or other instruments or documents shall include a security (or comparable) first
priority interest in favor of the Agent in such other assets of such Guarantor,
subject only to Permitted Liens.

8. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Banks and the Agent as
follows:

8.1. CORPORATE AUTHORITY.

8.1.1. INCORPORATION; GOOD STANDING. Each of the Borrower and
its Subsidiaries (a) is a corporation duly organized, validly existing
and in good standing under the laws of its state or country of
incorporation, (b) has all requisite corporate power to own its
property and conduct its business as now conducted and as presently
contemplated, and (c) is in good standing as a foreign corporation and
is duly authorized to do business in each jurisdiction where such
qualification is necessary except where a failure to be so qualified
would not have a Material Adverse Effect.

8.1.2. AUTHORIZATION. The execution, delivery and performance
of this Credit Agreement and the other Loan Documents to which the
Borrower or any of its Subsidiaries is or is to become a party and the
transactions contemplated hereby and thereby (a) are within the
corporate authority of such Person, (b) have been duly authorized by
all necessary corporate proceedings, (c) do not conflict with or result
in any breach or contravention of any provision of law, statute, rule
or regulation to which the Borrower or any of its Subsidiaries is
subject or any judgment, order, writ, injunction, license or permit
applicable to the Borrower or any of its Subsidiaries, (d) require any
waivers, consents or approvals by any of such Person's creditors which
have not been obtained, (e) do not require any consents or approvals by
any of such Person's shareholders (except such as will be duly obtained
on or prior to the date hereof and will be in full force and effect on
and as of such dates) and (f) do not conflict with any provision of the
corporate charter or bylaws (or similar charter and/or organization
documents) of, or any agreement or other instrument binding upon, the
Borrower or any of its Subsidiaries.

8.1.3. ENFORCEABILITY. The execution and delivery of this
Credit Agreement and the other Loan Documents to which the Borrower or
any of its Subsidiaries is or is to become a party will result in valid
and legally binding obligations of such Person enforceable against it
in accordance with the respective terms and provisions hereof and
thereof, except as enforceability is limited by bankruptcy, insolvency,
reorganization,

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moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive relief
is subject to the discretion of the court before which any proceeding
therefor may be brought.

8.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance by
the Borrower and any of its Subsidiaries of this Credit Agreement and the other
Loan Documents to which the Borrower or any of its Subsidiaries is or is to
become a party and the transactions contemplated hereby and thereby (including
but not limited to the making by the Borrower of the borrowings contemplated by
this Credit Agreement or the obtaining of the Letters of Credit) do not require
the approval, consent, order, authorization or license by, or giving notice to,
or taking any other action with respect to, or filing with, any governmental
agency or authority of any jurisdiction or other fiscal, monetary or other
authority, under any provisions of any laws or governmental rules, regulations,
orders or decrees of any jurisdiction or the central bank of any jurisdiction or
other fiscal, monetary or other authority, under any provisions of any laws or
governmental rules, regulations, orders or decrees of any jurisdictions
applicable to and binding on the Borrower or any Subsidiary, other than those
previously disclosed to the Agent in writing on or prior to the Closing Date or
those already obtained or, if not so obtained, could not reasonably be expected
to have a Material Adverse Effect.

8.3. TITLE TO PROPERTIES; LEASES. Except as indicated on Schedule 8.3
hereto, the Borrower and its Subsidiaries own or lease all of the assets
reflected in the consolidated balance sheet of the Borrower and its Subsidiaries
as at the Balance Sheet Date or acquired since that date (except property and
assets sold or otherwise disposed of in the ordinary course of business or in
transactions permitted hereunder since that date), subject to no rights of
others, including any mortgages, leases, conditional sales agreements, title
retention agreements, liens or other encumbrances except Permitted Liens.

8.4. FINANCIAL STATEMENTS.

8.4.1. FINANCIAL STATEMENTS. There has been furnished to each
of the Banks a consolidated balance sheet of the Borrower and its
Subsidiaries as at the Balance Sheet Date, and a consolidated statement
of income of the Borrower and its Subsidiaries for the fiscal year then
ended, certified by Ernst & Young. Such balance sheet and statement of
income have been prepared in accordance with generally accepted
accounting principles and fairly present the financial condition of the
Borrower as at the close of business on the date thereof and the
results of operations for the fiscal year then ended. There are no
contingent liabilities of the Borrower or any of its Subsidiaries as of
such date involving material amounts, known to the officers of the
Borrower, which were not disclosed in such balance sheet and the notes
related thereto and required to be disclosed by generally accepted
accounting principles. In addition, there has been furnished to each of
the Banks a pro forma consolidated balance sheet of the Borrower and
its Subsidiaries as at March 31, 1997, which properly gives effect to
the Loans

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and the Ericsson Acquisition. Such balance sheet fairly presents the
financial condition of the Borrower and its Subsidiaries as of the
close of business in the date hereof.

8.4.2. PROJECTIONS. The projections of the annual operating
budgets of the Borrower and its Subsidiaries on a consolidated basis,
balance sheets and cash flow statements for the 1998 to 2000 fiscal
years, copies of which have been delivered to each Bank are based upon
what the Borrower believes are reasonable good faith estimates and
assumptions and reflect the reasonable estimates of the Borrower and
its Subsidiaries of the results of operations and other information
projected therein as of the date hereof. To the knowledge of the
Borrower or any of its Subsidiaries as of the date hereof, no facts
exist that (individually or in the aggregate) would result in any
material change in any of such projections.

8.5. NO MATERIAL CHANGES, ETC; SOLVENCY

8.5.1. NO CHANGES. Since the Balance Sheet Date there has
occurred no materially adverse change in the financial condition or
business of the Borrower and its Subsidiaries as shown on or reflected
in the consolidated balance sheet of the Borrower and its Subsidiaries
as at the Balance Sheet Date, or the consolidated statement of income
for the fiscal year then ended, other than those disclosed in writing
to the Agent prior to the date hereof or in any other financial
statements provided to the Agent on or prior to the date hereof and
other than changes in the ordinary course of business that have not had
any Material Adverse Effect. Since the Balance Sheet Date, the Borrower
has not made any Distributions. Since December 31, 1996 there have been
no changes in the business or assets acquired or to be acquired in the
Ericsson Acquisition which have been, either individually or in the
aggregate, materially adverse.

8.5.2. SOLVENCY. The Borrower and its Subsidiaries, on a
consolidated basis, both before and after giving effect to the
transactions contemplated by this Credit Agreement and the other Loan
Documents (a) are solvent, (b) have assets having a fair value in
excess of their liabilities, (c) have assets having a fair value in
excess of the amount required to pay their liabilities on existing
debts as such debts become absolute and matured, and (d) have, and
expects to continue to have, access to adequate capital for the conduct
of their business and the ability to pay their debts from time to time
incurred in connection with the operation of their business as such
debts mature.

8.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the Borrower and its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

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8.7. LITIGATION. There are no actions, suits, proceedings or
investigations of any kind pending or threatened against the Borrower or any of
its Subsidiaries before any court, tribunal or administrative agency or board
that could reasonably be expected to, either in any case or in the aggregate,
have a Material Adverse Effect or materially impair the right of the Borrower
and its Subsidiaries, considered as a whole, to carry on business substantially
as now conducted by them, or result in any substantial liability not adequately
covered by insurance, or for which adequate reserves are not maintained on the
consolidated balance sheet of the Borrower and its Subsidiaries in accordance
with generally accepted accounting principles , or which question the validity
of this Credit Agreement or any of the other Loan Documents, or any action taken
or to be taken pursuant hereto or thereto.

8.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor any
of its Subsidiaries is subject to any charter, corporate or other legal
restriction, or any judgment, decree, order, rule or regulation that has or is
expected in the future to have a Materially Adverse Effect. Neither the Borrower
nor any of its Subsidiaries is a party to any contract or agreement that has or
is expected, in the judgment of the Borrower's officers, to have any Materially
Adverse Effect.

8.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the Borrower
nor any of its Subsidiaries is in violation of any provision of its charter
documents, bylaws, or any agreement or instrument to which it may be subject or
by which it or any of its properties may be bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the foregoing cases in
a manner that could result in the imposition of substantial penalties or have a
Material Adverse Effect.

8.10. TAX STATUS. The Borrower and its Subsidiaries (a) have made or
filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which any of them is subject,
(b) have paid all taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and by appropriate proceedings and (c) have set
aside on their books provisions reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and the officers of the
Borrower know of no basis for any such claim.

8.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred
and is continuing. The Borrower has no knowledge that any default has occurred
and is continuing, or that any right of rescission, cancellation or termination
exists under any of the Acquisition Documents or under any Significant Contract.

8.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. Neither the Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an affiliate" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935; nor is it an
"investment company", or an "affiliated company" or a "principal underwriter" of
an

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"investment company", as such terms are defined in the Investment Company Act of
1940.

8.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future lien on, or security interest
in, any assets or property of the Borrower or any of its Subsidiaries or any
rights relating thereto.

8.14. PERFECTION OF SECURITY INTEREST. Except as disclosed to the Agent
in writing on or prior to the Closing Date, all filings, assignments, pledges
and deposits of documents or instruments have been made and all other actions
have been taken that are necessary or advisable, under applicable law, to
establish and perfect (or establish a comparable interest in the case of
Collateral located outside of the United States of America) the Agent's security
interest in the Collateral. The Collateral and the Agent's rights with respect
to the Collateral are not subject to any setoff, claims, withholdings or other
defenses other than rights of setoff, claims, withholdings and other defenses
arising in the ordinary course of business by purchasers of goods of the
Borrower in the ordinary course of business. The Borrower or a Subsidiary of the
Borrower party to one of the Security Agreements is the owner of the Collateral
free from any lien, security interest, encumbrance and any other claim or
demand, except for Permitted Liens.

8.15. CERTAIN TRANSACTIONS. Except (a) as permitted by Section 10.3(d)
or (k) hereof, (b) for transactions involving annual payments of not more than
$500,000 in the aggregate, (c) for transactions pertaining to the Astron Sales
Agreement and disclosed in writing to the Agent prior to the date hereof and (d)
for arm's length transactions pursuant to which the Borrower or any of its
Subsidiaries makes payments in the ordinary course of business upon terms no
less favorable than the Borrower or such Subsidiary could obtain from third
parties, none of the officers, directors, or employees of the Borrower or any of
its Subsidiaries is presently a party to any transaction with the Borrower or
any of its Subsidiaries (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Borrower, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

8.16. EMPLOYEE BENEFIT PLANS.

8.16.1. IN GENERAL. The Borrower and each of its Subsidiaries
is in material compliance with any and all applicable laws, rules, and
regulations governing pension plans and employee benefit plans, except
where such noncompliance would not have a Material Adverse Effect. To
the extent applicable for the Borrower or any Subsidiary, each Employee
Benefit Plan

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and each Guaranteed Pension Plan has been maintained and
operated in compliance in all material respects with the provisions of
ERISA and, to the extent applicable, the Code, including but not
limited to the provisions thereunder respecting prohibited transactions
and the bonding of fiduciaries and other persons handling plan funds as
required by Section 412 of ERISA. To the extent applicable, the
Borrower has heretofore caused to be delivered to the Agent the most
recently completed annual report, Form 5500, with all required
attachments, and actuarial statement required to be submitted under
Section 103(d) of ERISA, with respect to each Guaranteed Pension Plan.

8.16.2. TERMINABILITY OF WELFARE PLANS. To the extent
applicable for the Borrower or any Subsidiary, no Employee Benefit Plan
which is an employee welfare benefit plan within the meaning of
Section 3(1) or Section 3(2)(B) of ERISA provides benefit coverage
subsequent to termination of employment except as required by Title I,
Part 6 of ERISA or applicable state insurance laws. The Borrower or
such Subsidiary, as the case may be, may cause the termination of each
such Plan at any time (or at any time subsequent to the expiration of
any applicable bargaining agreement) in the discretion of the Borrower
without liability to any Person other than for claims arising prior to
termination.

8.16.3. GUARANTEED PENSION PLANS. To the extent applicable,
each contribution required to be made to a Guaranteed Pension Plan,
whether required to be made to avoid the incurrence of an accumulated
funding deficiency, the notice or lien provisions of Section 302(f) of
ERISA, or otherwise, has been timely made. No waiver of an accumulated
funding deficiency or extension of amortization periods has been
received with respect to any Guaranteed Pension Plan, and neither the
Borrower nor any ERISA Affiliate is obligated to or has posted security
in connection with an amendment of a Guaranteed Pension Plan pursuant
to Section 307 of ERISA or Section 401(a)(29) of the Code. No liability
to the PBGC (other than required insurance premiums, all of which have
been paid) has been incurred by the Borrower or any ERISA Affiliate
with respect to any Guaranteed Pension Plan and there has not been any
ERISA Reportable Event, or any other event or condition which presents
a material risk of termination of any Guaranteed Pension Plan by the
PBGC. Based on the latest valuation of each Guaranteed Pension Plan
(which in each case occurred within twelve months of the date of this
representation), and on the actuarial methods and assumptions employed
for that valuation, the aggregate benefit liabilities of all such
Guaranteed Pension Plans within the meaning of Section 4001 of ERISA
(to the extent ERISA is applicable) did not exceed the aggregate value
of the assets of all such Guaranteed Pension Plans, disregarding for
this purpose the benefit liabilities and assets of any Guaranteed
Pension Plan with assets in excess of benefit liabilities, by more than
$500,000.

8.16.4. MULTIEMPLOYER PLANS. To the extent applicable, neither
the Borrower nor any ERISA Affiliate has incurred any material
liability

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

8.17. REGULATIONS U AND X. The proceeds of the Loans shall be used for
the Ericsson Acquisition and for working capital and general corporate purposes.
The Borrower will obtain Letters of Credit solely for working capital and
general corporate purposes. No portion of any Loan is to be used, and no portion
of any Letter of Credit is to be obtained, for the purpose of purchasing or
carrying any "margin security" or "margin stock" as such terms are used in
Regulations U and X of the Board of Governors of the Federal Reserve System, 12
C.F.R. Parts 221 and 224.

8.18. ENVIRONMENTAL COMPLIANCE. Each of the Borrower and its
Subsidiaries, to the extent applicable to such Person, has taken all necessary
steps to investigate the past and present condition and usage of the Real Estate
located in the United States of America and the operations conducted thereon
and, based upon such diligent investigation, has determined that:

(a) none of the Borrower, its Subsidiaries or any operator of
such Real Estate or any operations thereon is in violation, or alleged
violation, of any judgment, decree, order, law, license, rule or
regulation pertaining to environmental matters, including without
limitation, those arising under the Resource Conservation and Recovery
Act ("RCRA"), the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 as amended ("CERCLA"), the Superfund
Amendments and Reauthorization Act of 1986 ("XXXX"), the Federal Clean
Water Act, the Federal Clean Air Act, the Toxic Substances Control Act,
as applicable or any applicable state or local statute, regulation,
ordinance, order or decree relating to health, safety or the
environment (hereinafter "Environmental Laws"), which violation would
have a Material Adverse Effect;

(b) neither the Borrower nor any of its Subsidiaries has
received notice from any third party including, without limitation, any
federal, state or local governmental authority, (i) that any one of
them has been identified by the United States Environmental Protection
Agency ("EPA") as a potentially responsible party under CERCLA with
respect to a site listed on the National Priorities List, 40 C.F.R.
Part 000 Xxxxxxxx X; (ii) that any hazardous waste, as defined by 42
U.S.C. Section 6903(5), any hazardous substances as defined by 42
U.S.C. Section 9601(14), any pollutant or contaminant as defined by 42
U.S.C. Section 9601(33) and any toxic substances, oil or hazardous
materials or other chemicals or substances regulated by any
Environmental Laws ("Hazardous Substances") which any one of them has
generated, transported

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or disposed of has been found at any site at which a federal, state or
local agency or other third party has conducted or has ordered that any
Borrower or any of its Subsidiaries conduct a remedial investigation,
removal or other response action pursuant to any Environmental Law; or
(iii) that it is or shall be a named party to any claim, action, cause
of action, complaint, or legal or administrative proceeding (in each
case, contingent or otherwise) arising out of any third party's
incurrence of costs, expenses, losses or damages of any kind whatsoever
in connection with the release of Hazardous Substances;

(c) except as set forth on Schedule 8.18 attached hereto: (i)
no portion of such Real Estate has been used for the handling,
processing, storage or disposal of Hazardous Substances except in
accordance with applicable Environmental Laws; and no underground tank
or other underground storage receptacle for Hazardous Substances is
located on any portion of such Real Estate; (ii) in the course of any
activities conducted by the Borrower, its Subsidiaries or operators of
its properties, no Hazardous Substances have been generated or are
being used on such Real Estate except in accordance with applicable
Environmental Laws in all material respects or where such noncompliance
would not have a Materially Adverse Effect; (iii) there have been no
releases (i.e. any past or present releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
disposing or dumping) or, to its knowledge, threatened releases of
Hazardous Substances on, upon, into or from the properties of the
Borrower or its Subsidiaries, which releases would have a Material
Adverse Effect; (iv) to the best of the Borrower's knowledge, there
have been no releases on, upon, from or into any real property in the
vicinity of any of the Real Estate which, through soil or groundwater
contamination, have come to be located on, and which would have a
Material Adverse Effect; and (v) in addition, any Hazardous Substances
that have been generated on any of such Real Estate located in the
United States of America have been transported offsite only by carriers
having an identification number issued by the EPA, treated or disposed
of only by treatment or disposal facilities maintaining valid permits
as required under applicable Environmental Laws, which transporters and
facilities have been and are, to the best of the Borrower's knowledge,
operating in compliance with such permits and applicable Environmental
Laws; and

(d) None of the Borrower and its Subsidiaries or any Real
Estate located in the United States of America is subject to any
applicable United States environmental law requiring the performance of
Hazardous Substances site assessments, or the removal or remediation of
Hazardous Substances, or the giving of notice to any United States or
state governmental agency or the recording or delivery to other Persons
of an environmental disclosure document or statement, in each case, by
virtue of the transactions set forth herein and contemplated hereby, or
as a condition to the effectiveness of any transactions contemplated
hereby.

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8.19. SUBSIDIARIES, ETC. As of the date hereof, the only Subsidiaries
of the Borrower are as set forth on Schedule 8.19 (a) hereto. In addition, as of
the date hereof, the only Subsidiaries of any Subsidiary are as set forth on
Schedule 8.19 (b) hereto. Except as permitted by this Credit Agreement, neither
the Borrower nor any Subsidiary of the Borrower is engaged in any material joint
venture or partnership with any other Person.

8.20. CHIEF EXECUTIVE OFFICES. As of the date hereof, the Borrower's
principal United States office in the United States of America is at 0000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, at which location its books and records
relating to its United States operation are kept, and the Borrower's chief
executive office in Singapore is at 000 Xxxx Xxxx Xxxx, #00-00, Xxxxx Xxxxxxxxxx
Xxxxxx, Xxxxxxxxx 000000, at which location is books and records relating to the
Borrower are kept.

8.21. FISCAL YEAR. Each of the Borrower and its Subsidiaries has a
fiscal year which is the twelve (12) months ending on March 31 of each year.

8.22. NO AMENDMENTS TO CERTAIN DOCUMENTS. Except as disclosed to the
Agent in writing on or prior to the date hereof or as permitted hereunder,
neither the Borrower nor Flextronics Sweden has amended any of the Acquisition
Documents in any material respect. Except as disclosed to the Agent in writing
on or prior to the date hereof or permitted hereunder, neither the Borrower nor
any Subsidiary has amended any Significant Contract or any documents or
agreements executed in connection therewith in any material respect. Except as
disclosed to the Agent in writing on or prior to the date hereof, each of the
representations and warranties made by the Borrower or any of its Subsidiaries
in any of the Loan Documents, the Ericsson General Purchase Agreement or the
Acquisition Documents was true and correct in all material respects when made
and continues to be true and correct in all material respects on the date
hereof, except to the extent that any of such representations and warranties
relate, by the express terms thereof, solely to a date falling prior to the date
hereof, and except to the extent that any of such representations and warranties
may have been affected by the consummation of the transactions contemplated and
permitted or required by the Loan Documents or the Ericsson Acquisition.

8.23. DISCLOSURE No representation or warranty made by the Borrower in
this Credit Agreement or in any agreement, instrument, document, certificate,
statement or letter furnished to the Agent or any Bank by or on behalf of the
Borrower in connection with any of the transactions contemplated by any of the
Loan Documents, the Acquisition Documents or the Ericsson General Purchase
Agreement contains any untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements contained therein not
misleading in light of the circumstances in which they are made; provided that
no representation or warranty is made by the Borrower as to any budget (whether
delivered to the Agent or any Bank prior to the Closing Date or pursuant to
Section 9.4(f)) other than that such budgets have been prepared in good faith on
the basis of assumptions and estimates that the Borrower believes to be
reasonable.

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8.24. REPRESENTATIONS UNDER ACQUISITION DOCUMENTS. To the best of the
Borrower's knowledge, each of the representations and warranties of Ericsson and
Flextronics Sweden contained in the Acquisition Documents are true and correct
in all material respects as of the date hereof and the Acquisition Closing Date.

8.25. INSURANCE. The Borrower and each of its Subsidiaries maintains
with financially sound and reputable insurers insurance with respect to its
properties and businesses against such casualties and contingencies as are in
accordance with sound business practices, with the details of such coverage as
of the date hereof being more fully described on Schedule 8.25 hereto.

8.26. STATUS OF LOANS AS SENIOR DEBT. From and after such time as the
Borrower has incurred or assumed any Subordinated Debt, all Indebtedness of the
Borrower and its Subsidiaries to the Banks and the Agent in respect of the Loans
and the Reimbursement Obligations constitutes "Superior Indebtedness", "Senior
Indebtedness" or "Senior Debt" (or the analogous term used therein) under the
terms of the Subordinated Debt Documents or any other instrument evidencing or
pursuant to which there is issued indebtedness which purports to be Subordinated
Debt of the Borrower or any Subsidiary.

8.27. NO OTHER SENIOR DEBT. From and after such time as the Borrower
has incurred or assumed any Subordinated Debt, the Borrower has not designated
any Indebtedness of the Borrower or any of its Subsidiaries as, and has no,
"Designated Senior Debt" for purposes of (and as defined in) the Subordinated
Indenture, other than the Obligations and the "Obligations" as defined in the
FIUI Credit Agreement.

8.28. NO WITHHOLDING, ETC. Neither the Borrower nor any of its
Subsidiaries is required by the laws of any jurisdiction to make any deduction
or withholding of any nature whatsoever from any payment to be made by the
Borrower or any Subsidiary hereunder or under any other Loan Document unless
disclosed in writing to the Agent and such deductions or withholdings are not,
in the Agent's reasonable discretion, material. Neither this Credit Agreement
nor any of the other Loan Documents is subject to any registration or stamp tax
or any other similar or like taxes payable in any jurisdiction.

8.29. NO FILING, RECORDING REQUIRED. Except as set forth on Schedule
8.14 hereto, no filing, recording or enrolling of this Credit Agreement or any
other Loan Document is required to ensure the legality, validity, enforceability
or admissibility in evidence of this Credit Agreement or any other Loan
Document.

9. AFFIRMATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank
has any obligation to make any Loans or the Agent has any obligation to issue,
extend or renew any Letters of Credit:

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9.1. PUNCTUAL PAYMENT. The Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Loans, all Reimbursement
Obligations, the Letter of Credit Fees, the Commitment Fees, the Agent's fee and
all other amounts provided for in this Credit Agreement and the other Loan
Documents to which the Borrower or any of its Subsidiaries is a party, all in
accordance with the terms of this Credit Agreement and such other Loan
Documents.

9.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief
executive office in San Jose, California (as to its United States operations)
and Singapore (as to its non-United States operations), or at such other place
in the United States of America or Singapore as the Borrower shall designate
upon written notice to the Agent.

9.3. RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause each
of its Subsidiaries to keep, true and accurate records and books of account in
which full, true and correct entries will be made in accordance with generally
accepted accounting principles, (b) maintain adequate accounts and reserves for
all taxes (including income taxes), depreciation, depletion, obsolescence and
amortization of its properties and the properties of its Subsidiaries,
contingencies, and other reserves as required by generally accepted accounting
principles and (c) at all times, engage Ernst & Young or a nationally recognized
independent certified public accounting firm that is currently known as a "Big
Six" accounting firm or by another independent certified public accountants as
shall be satisfactory to the Agent, as their independent certified public
accountants and will not permit more than thirty (30) days to elapse between the
cessation of such firm's (or any successor firm's) engagement as the independent
certified public accountants of the Borrower and the appointment to such
capacity of a successor firm as shall be satisfactory to the Agent.

9.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrower
will deliver to each of the Banks:

(a) as soon as practicable, but in any event not later than
ninety (90) days after the end of each fiscal year of the Borrower, the
consolidated balance sheet of the Borrower and its Subsidiaries and the
consolidating balance sheet of the Borrower and its Subsidiaries, each
as at the end of such year, and the related consolidated statement of
income and consolidated statement of cash flow and consolidating
statement of income and consolidating statement of cash flow for such
year, each setting forth in comparative form the figures for the
previous fiscal year and all such consolidated and consolidating
statements to be in reasonable detail, prepared in accordance with
generally accepted accounting principles, and certified without
qualification by Ernst & Young or by a nationally recognized
independent certified public accounting firm that is currently known as
a "Big Six" accounting firm or by other independent certified public
accountants satisfactory to the Agent, together with a written
statement from such accountants to the effect that they have read a
copy of this Credit Agreement, and that, in making the examination
necessary to said

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certification, they have obtained no knowledge of any Default or Event
of Default, or, if such accountants shall have obtained knowledge of
any then existing Default or Event of Default they shall disclose in
such statement any such Default or Event of Default; provided that such
accountants shall not be liable to the Banks for failure to obtain
knowledge of any Default or Event of Default;

(b) as soon as practicable, but in any event not later than
forty-five (45) days after the end of each of the first three (3)
fiscal quarters of the Borrower, copies of the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries and the unaudited
consolidating balance sheet of the Borrower and its Subsidiaries, each
as at the end of such quarter, and the related consolidated statement
of income and consolidated statement of cash flow and consolidating
statement of income and consolidating statement of cash flow for the
portion of the Borrower's fiscal year then elapsed, all in reasonable
detail and prepared in accordance with generally accepted accounting
principles, together with a certification by the principal financial or
accounting officer of the Borrower that the information contained in
such financial statements fairly presents the financial position of the
Borrower and its Subsidiaries on the date thereof (subject to year-end
adjustments);

(c) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a statement
certified by the principal financial or accounting officer of the
Borrower in substantially the form of Exhibit E hereto (the "Compliance
Certificate") and setting forth in reasonable detail computations
evidencing compliance with the covenants contained in Section 11 and
(if applicable) reconciliations to reflect changes in generally
accepted accounting principles since the Balance Sheet Date;

(d) contemporaneously with the filing or mailing thereof,
copies of all material of a financial nature filed with the Securities
and Exchange Commission, sent to the stockholders of the Borrower or
sent to any holders of the Subordinated Notes or the Indenture Trustee;

(e) within fifteen (15) days after the end of each calendar
month, a Borrowing Base Report setting forth the Borrowing Base as at
the end of such calendar month or other date so requested by the Agent;

(f) not later than thirty (30) days after the end of each
fiscal year, budgets of the Borrower and its Subsidiaries for the next
fiscal year; and

(g) from time to time such other financial data and
information (including accountants, management letters) as the Agent or
any Bank may reasonably request.

9.5. NOTICES.

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9.5.1. DEFAULTS. The Borrower will promptly notify the Agent
and each of the Banks in writing of the occurrence of any Default or
Event of Default. If any Person shall give any notice or take any other
action in respect of a claimed default (whether or not constituting an
Event of Default under this Credit Agreement) under any other note,
evidence of indebtedness, indenture or other obligation to which or
with respect to which the Borrower or any of its Subsidiaries is a
party or obligor, whether as principal, guarantor, surety or otherwise,
and such default either (a) relates to Indebtedness in an aggregate
amount in excess of $1,000,000 or (b) could reasonably be expected to
have a Material Adverse Effect, the Borrower shall forthwith give
written notice thereof to the Agent and each of the Banks, describing
the notice or action and the nature of the claimed default.

9.5.2. ENVIRONMENTAL EVENTS. The Borrower will promptly give
notice to the Agent and each of the Banks (a) of any violation of any
Environmental Law that the Borrower or any of its Subsidiaries reports
in writing or is reportable by such Person in writing (or for which any
written report supplemental to any oral report is made) to any United
States federal, state or local environmental agency or any violation of
any law, rule, regulation or order pertaining to any environmental
matters in any jurisdiction outside of the United States, if such
violation could reasonably be expected to have a Material Adverse
Effect on the business, assets or financial condition of the Borrower
or any of its Subsidiaries and (b) upon becoming aware thereof, of any
inquiry, proceeding, investigation, or other action, including a notice
from any agency of potential environmental liability, of any United
States federal, state or local environmental agency or board, that
could reasonably be expected to have a Material Adverse Effect.

9.5.3. NOTIFICATION OF CLAIM AGAINST COLLATERAL. The Borrower
will, immediately upon becoming aware thereof, notify the Agent and
each of the Banks in writing of any setoff, claims (including, with
respect to the Real Estate, environmental claims), withholdings or
other defenses (other than rights of setoffs, claims, withholdings and
other defenses arising in the ordinary course of business by purchasers
of goods of the Borrower in the ordinary course of business) to which
any of the Collateral, or the Agent's rights with respect to the
Collateral, are subject.

9.5.4. NOTICE OF LITIGATION AND JUDGMENTS. The Borrower will,
and will cause each of its Subsidiaries to, give notice to the Agent
and each of the Banks in writing within fifteen (15) days of becoming
aware of any litigation or proceedings threatened in writing or any
pending litigation and proceedings affecting the Borrower or any of its
Subsidiaries or to which the Borrower or any of its Subsidiaries is or
becomes a party involving an uninsured claim against the Borrower or
any of its Subsidiaries that could reasonably be expected to have a
Material Adverse Effect and stating the nature and status of such
litigation or proceedings. The Borrower will, and

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will cause each of its Subsidiaries to, give notice to the Agent and
each of the Banks, in writing, in form and detail satisfactory to the
Agent, within ten (10) days of any judgment not covered by insurance,
final or otherwise, against the Borrower or any of its Subsidiaries in
an amount in excess of $500,000.

9.6. CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights and franchises and those of its
Subsidiaries and, without the consent of the Agent, will not, and will not cause
or permit any of its Subsidiaries to, convert to a limited liability company. It
(a) will cause all of its properties and those of its Subsidiaries used or
useful in the conduct of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment, (b) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times,
and (c) will, and will cause each of its Subsidiaries to, continue to engage
primarily in the businesses now conducted by them and in related businesses;
provided that nothing in this Section 9.6 shall prevent the Borrower from
dissolving, merging (to the extent permitted by Section 10.5.1 hereof) or
otherwise discontinuing the operation and maintenance of any of its properties
or any of those of its Subsidiaries if such discontinuance is, in the judgment
of the Borrower, desirable in the conduct of its or their business and that do
not have a Material Adverse Effect.

9.7. INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such casualties
and contingencies as shall be in accordance with the general practices of
businesses engaged in similar activities in similar geographic areas and in
amounts, containing such terms, in such forms and for such periods as may be
reasonable and prudent and in accordance with the terms of the Security
Agreements.

9.8. TAXES. The Borrower will, and will cause each of its Subsidiaries
to, duly pay and discharge, or cause to be paid and discharged, before the same
shall become overdue, all taxes, assessments and other governmental charges
imposed upon it and its real properties, sales and activities, or any part
thereof, or upon the income or profits therefrom, as well as all claims for
labor, materials, or supplies that if unpaid might by law become a lien or
charge upon any of its property; provided that any such tax, assessment, charge,
levy or claim need not be paid if the validity or amount thereof shall currently
be contested in good faith by appropriate proceedings and if the Borrower or
such Subsidiary shall have set aside on its books adequate reserves with respect
thereto; and provided further that the Borrower and each Subsidiary of the
Borrower will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any lien that may
have attached as security therefor.

9.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

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9.9.1. GENERAL. The Borrower shall permit the Banks, through
the Agent or any of the Banks' other designated representatives, to
visit and inspect any of the properties of the Borrower or any of its
Subsidiaries, to examine the books of account of the Borrower and its
Subsidiaries (and to make copies thereof and extracts therefrom), and
to discuss the affairs, finances and accounts of the Borrower and its
Subsidiaries with, and to be advised as to the same by, its and their
officers, all at such reasonable times and intervals as the Agent or
any Bank may reasonably request. So long as no Default or Event of
Default has occurred and is continuing, the Borrower shall only be
required to pay the reasonable fees and expenses associated with one
such inspection in any twelve month period.

9.9.2. APPRAISALS. If an Event of Default shall have occurred
and be continuing, upon the request of the Agent, the Borrower will
obtain and deliver to the Agent appraisal reports in form and substance
and from appraisers satisfactory to the Agent, stating (a) the then
current fair market, orderly liquidation and forced liquidation values
of all or any portion of the equipment or real estate owned by the
Borrower or any of its Subsidiaries and (b) the then current business
value of each of the Borrower and its Subsidiaries. All such appraisals
shall be conducted and made at the expense of the Borrower.

9.9.3. COMMUNICATIONS WITH ACCOUNTANTS. The Borrower
authorizes the Agent and, if accompanied by the Agent, the Banks to
communicate directly with the Borrower's independent certified public
accountants, after notice to the Borrower, and authorizes such
accountants to disclose to the Agent and the Banks any and all
financial statements and other supporting financial documents and
schedules including copies of any management letter with respect to the
business, financial condition and other affairs of the Borrower or any
of its Subsidiaries. At the request of the Agent, the Borrower shall
deliver a letter addressed to such accountants instructing them to
comply with the provisions of this Section 9.9.3.

9.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower will, and will cause each of its Subsidiaries to, comply with (a) the
applicable laws and regulations wherever its business is conducted, including
all Environmental Laws, (b) the provisions of its charter documents and by-laws,
(c) all agreements and instruments by which it or any of its properties may be
bound and (d) all applicable decrees, orders, and judgments except, other than
in the case of clause (b), where such noncompliance would not reasonably be
expected to have a Material Adverse Effect. If any authorization, consent,
approval, permit or license from any officer, agency or instrumentality of any
government or any central bank or other fiscal or monetary authority shall
become necessary or required in order that the Borrower or any of its
Subsidiaries may fulfill any of its obligations hereunder or any of the other
Loan Documents to which the Borrower or such Subsidiary is a party, the Borrower
will, or (as the case may be) will cause such Subsidiary to, immediately take or
cause to be taken all reasonable steps within the

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power of the Borrower or such Subsidiary to obtain such authorization, consent,
approval, permit or license and furnish the Agent and the Banks with evidence
thereof.

9.11. EMPLOYEE BENEFIT PLANS. To the extent applicable, the Borrower
will (a) promptly upon the request of the Agent furnish to the Agent a copy of
the most recent actuarial statement required to be submitted under Section
103(d) of ERISA and Annual Report, Form 5500, with all required attachments, in
respect of each Guaranteed Pension Plan and (b) promptly upon receipt or
dispatch, furnish to the Agent any notice, report or demand sent or received in
respect of a Guaranteed Pension Plan under Sections 302, 4041, 4042, 4043, 4063,
4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under Sections
4041A, 4202, 4219, 4242, or 4245 of ERISA.

9.12. USE OF PROCEEDS. The Borrower will use the proceeds of the Loans
solely for the Ericsson Acquisition and for working capital and general
corporate purposes (including for Permitted Acquisitions). The Borrower will
obtain Letters of Credit solely for working capital and general corporate
purposes. The Borrower will not use the proceeds of any of the Loans or the
Letters of Credit in any way which infringes Section 47A of the Hong Kong
Companies Ordinance or any law of any other relevant jurisdiction which
restricts the incurring of Indebtedness and/or the creation of any security
interest or lien by the Borrower or any of its Subsidiaries in connection with
the acquisition, directly or indirectly, of ownership or control of the Borrower
or its Subsidiaries.

9.13. FAIR LABOR STANDARDS ACT. The Borrower will, and will cause each
of its Subsidiaries to, at all times operate its business in compliance with all
material applicable provisions of the Fair Labor Standards Act of 1938, as
amended. None of the inventory of the Borrower or any of its Subsidiaries are or
will be produced by employees of (a) the Borrower or any of its Subsidiaries or
(b) to the best knowledge of the Borrower and each of its Subsidiaries, by
employees of suppliers, who are, in each case, employed in violation of the
minimum wage or maximum hour provisions of the Fair Labor Standards Act (29
U.S.C. Sections 206 and 207) or any regulations promulgated thereunder, in
each case, as in effect from time to time.

9.14. INTEREST RATE PROTECTION. The Borrower will not later than
forty-five (45) days following the Closing Date purchase an interest rate cap or
swap or effect other interest rate protection arrangements for a minimum period
of thirty months applicable to not less than one hundred percent (100%) of the
Term Loan, on terms and conditions reasonably satisfactory to the Agent and the
Banks.

9.15. SUBORDINATED GUARANTEES. From and after the time the Borrower has
incurred or assumed any Subordinated Debt, the Borrower will promptly advise the
Agent of any guarantee entered into in connection with any provision of the
Subordinated Indenture or similar agreement requiring any Subsidiary guarantees,
and identifying the guarantor thereunder.

9.16. RECORDATION OF CORPORATE MORTGAGE. If (a) an Event of Default has
occurred and is continuing or (b) at any time the

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Leverage Ratio as determined at any time during any period described in the
table set forth below is greater than the ratio set forth opposite such period
in such table, or (c) the Borrower has not received cash proceeds from the
Subordinated Notes in an amount of not less than $100,000,000 (before giving
effect to underwriting commissions and expenses) or received net cash proceeds
from an Equity Issuance consummated after the Closing Date of not less than
$35,000,000 within forty-five days following the Closing Date, the Agent shall
be permitted to take all action necessary to perfect its security interest in
all the assets of Flextronics Sweden, including but not limited to filing the
Corporate Mortgage (or similar security agreement), which was executed and
delivered by Flextronics Sweden on or about the Closing Date (with the Borrower
hereby agreeing to pay all costs, fees, stamp taxes and any other amounts
associated with such recording), and the Borrower shall take all action which
the Agent shall request in order to perfect the Agent's security interest in all
the assets of Flextronics Sweden including but not limited to causing the
Corporate Mortgage executed and delivered on or about the Closing Date to be
recorded (to the extent the Agent elects not to take the action to so record)
with the appropriate filing office (and paying all filing fees, stamp taxes or
any other sums due and payable in order to perfect the Agent's security interest
in all the assets of Flextronics Sweden) and causing Flextronics Sweden to
execute and deliver on the date requested by the Agent a new Corporate Mortgage
in substantially the form as the Corporate Mortgage delivered to the Agent on or
about the Closing Date.

PERIOD RATIO
------------------------------ --------------------------

Closing Date - 9/30/97 4.10:1.00
------------------------------ --------------------------
12/31/97 3.60:1.00
------------------------------ --------------------------
------------------------------ --------------------------
03/31/98 3.10:1.00
------------------------------ --------------------------
------------------------------ --------------------------
06/30/98 - 09/30/98 2.85:1.00
------------------------------ --------------------------
------------------------------ --------------------------
any fiscal quarter thereafter 2.60:1.00
------------------------------ --------------------------

9.17. PAYMENT OF ASTRON OBLIGATION. The Borrower shall make all
payments under the Astron Sales Agreement which are able to be paid pursuant to
the Astron Sales Agreement in Astron Consideration Shares; provided, however,
the Borrower shall be permitted to make such payment in cash so long as no
Default or Event of Default has occurred and is continuing and the Borrower can
demonstrate to the satisfaction of the Agent that the Leverage Ratio at the time
of such cash payment is equal to or less than 2.50:1.00 both before and after
giving effect to such cash payment.

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9.18. FURTHER ASSURANCES. The Borrower will, and will cause each of its
Subsidiaries to, cooperate with the Banks and the Agent and execute such further
instruments and documents as the Banks or the Agent shall reasonably request to
carry out to their satisfaction the transactions contemplated by this Credit
Agreement and the other Loan Documents.

10. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

10.1. RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

(a) Indebtedness to the Banks and the Agent arising under any
of the Loan Documents;

(b) current liabilities of the Borrower or such Subsidiary
incurred in the ordinary course of business not incurred through (i)
the borrowing of money, or (ii) the obtaining of credit except for
credit on an open account basis customarily extended and in fact
extended in connection with normal purchases of goods and services;

(c) Indebtedness in respect of taxes, assessments,
governmental charges or levies and claims for labor, materials and
supplies to the extent that payment therefor shall not at the time be
required to be made in accordance with the provisions of Section 9.8;

(d) Indebtedness in respect of judgments or awards that have
been in force for less than the applicable period for taking an appeal
so long as execution is not levied thereunder or in respect of which
the Borrower or such Subsidiary shall at the time in good faith be
prosecuting an appeal or proceedings for review and in respect of which
a stay of execution shall have been obtained pending such appeal or
review;

(e) endorsements for collection, deposit or negotiation and
warranties of products or services, in each case incurred in the
ordinary course of business;

(f) Subordinated Debt evidenced by the Subordinated Notes in
an aggregate principal amount of not more than $150,000,000;

(g) Indebtedness consisting of a guarantee by the Borrower or
any Guarantor of Indebtedness of the Borrower or a Guarantor which is
permitted to be incurred pursuant to this Section 10.1;

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(h) obligations under Capitalized Leases, Synthetic Leases and
Indebtedness incurred in connection with the acquisition after the date
hereof of any real or personal property or any business entity by the
Borrower or such Subsidiary, provided that the aggregate principal
amount of such Indebtedness under this Section 10.1(h) of the Borrower
and its Subsidiaries shall not exceed the aggregate amount of
$25,000,000 at any one time;

(i) Indebtedness existing on the date hereof and listed and
described on Schedule 10.1 hereto;

(j) Indebtedness of a Guarantor to the Borrower or
Indebtedness of a FIUI Guarantor to FIUI, or Indebtedness of the
Borrower to any Guarantor in the form of intercompany loans or advances
so long as all such Indebtedness complies with the Subordinated
Indenture and other applicable provisions of the Subordinated Indenture
relating to intercompany debt limitations, and, in the case of
Indebtedness of Flextronics de Mexico, S.A. de C.V. to the Borrower or
FIUI outstanding at any time prior to the Agent having a valid first
priority perfected security interest (or comparable interest), subject
only to Permitted Liens, in all the assets of Flextronics de Mexico,
S.A. de C.V., such intercompany Indebtedness shall be on a demand basis
and shall at all times be evidenced by a proper demand promissory note
pledged to the Agent for the benefit of the Banks, as provided in
Section 10.3 hereof;

(k) Indebtedness to the FIUI Banks and the FIUI Agent arising
under any of the FIUI Loan Documents;

(l) Indebtedness of the Borrower pursuant to the Ericsson
Guaranty;

(m) Indebtedness of the Borrower to the Vendors pursuant to
the Astron Note;

(n) Indebtedness of Zhuhai Daomen Choa Yi Technology Co. Ltd.
and Zhuhai Daomen Choa Electronics Co. Ltd. to the Borrower in the form
of intercompany loans or advances so long as (i) the aggregate amount
of such Indebtedness does not exceed the aggregate amount of
$50,000,000 at any one time; (ii) such Indebtedness complies with the
Subordinated Indenture and other applicable provisions of the
Subordinated Indenture relating to intercompany debt limitations; (iii)
is on a demand basis; and (iv) is at all times evidenced by a proper
demand promissory note pledged to the Agent for the benefit of the
Banks, as provided in Section 10.3 hereof;

(o) Indebtedness of Flextronics de Mexico, S.A. de C.V. in the
principal amount which does not exceed, in the aggregate, $10,000,000
at any time outstanding;

(p) other public Subordinated Debt of the Borrower provided
(i) the aggregate principal amount of such Indebtedness shall not
exceed the aggregate amount of $100,000,000 at any one time; (ii) such
Indebtedness is

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permitted by the Subordinated Indenture; (iii) the Borrower has
demonstrated to the satisfaction of the Agent pro forma compliance with
the covenants contained in Section 11 hereof and has demonstrated to
the satisfaction of the Agent that the Leverage Ratio is less than
3.50:1.00 both before and after giving effect to such incurrence; (iv)
the covenants, defaults, amortization, terms and conditions contained
in any document or agreement pertaining to such Subordinated Debt are
no more onerous to the Borrower than such terms contained in the
Subordinated Indenture; (v) the rate of interest on such Subordinated
Debt is not more than 10.5% per annum; (vi) the maturity of such
Subordinated Debt is not earlier than six years from the Closing Date;
and (vii) the subordination provisions contained therein are at least
as favorable to the Agent and the Banks as the subordination provisions
contained in the Subordinated Indenture;

(q) other unsecured Indebtedness not otherwise permitted
hereunder in an aggregate principal amount not to exceed $5,000,000 at
any one time; and

(r) Indebtedness of the Borrower or any Subsidiary under
interest rate or currency swap agreements or similar interest or
currency exchange rate protection agreements undertaken solely for bona
fide hedging purposes and not for speculative purposes.

provided, however, notwithstanding the foregoing provisions of this Section
10.1, all Indebtedness hereunder must qualify as "Debt" (as such term is defined
in the Subordinated Indenture) permitted to be incurred pursuant to the
Subordinated Indenture or shall otherwise be permitted to be incurred pursuant
to the Subordinated Indenture; and provided, further, if the Borrower or any of
its Subsidiaries incurs any Indebtedness permitted pursuant to this Section 10.1
which is denominated in a currency other than Dollars and, as a result of
currency fluctuations the amount of such Indebtedness exceeds the amounts
permitted under this Section 10.1 by more than five percent (5%) (after giving
effect to any related hedge arrangements), the Borrower shall have two (2)
Business Days to cause the amount of such Indebtedness to be reduced to an
amount which would not violate the terms and conditions of this Section 10.1.

10.2. RESTRICTIONS ON LIENS. The Borrower will not, and will not permit
any of its Subsidiaries to, (a) create or incur or suffer to be created or
incurred or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon any of its property or
assets of any character whether now owned or hereafter acquired, or upon the
income or profits therefrom; (b) transfer any of such property or assets or the
income or profits therefrom for the purpose of subjecting the same to the
payment of Indebtedness or performance of any other obligation in priority to
payment of its general creditors; (c) acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other title retention
or purchase money security agreement, device or arrangement; (d) suffer to exist
for a period of more than thirty (30) days after the same shall have been

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incurred any Indebtedness or claim or demand against it that if unpaid could
reasonably be expected by law or upon bankruptcy or insolvency, or otherwise, be
given any priority whatsoever over its general creditors; or (e) except as
specifically permitted by Section 10.5.2 hereof, sell, assign, pledge, discount,
factor or otherwise transfer any accounts, contract rights, general intangibles,
chattel paper or instruments, with or without recourse; provided that the
Borrower and any Subsidiary of the Borrower may create or incur or suffer to be
created or incurred or to exist:

(i) liens in favor of the Borrower or any Guarantor on all or
part of the assets of Subsidiaries of the Borrower or such Guarantor
securing Indebtedness owing by Subsidiaries of the Borrower or such
Guarantor, as the case may be, to the Borrower or to such other
Guarantor;

(ii) liens to secure taxes, assessments and other government
charges in respect of obligations not overdue or liens on properties to
secure claims for labor, material or supplies in respect of obligations
not overdue, or which are being contested in good faith by appropriate
proceedings diligently conducted and with respect to which adequate
reserves are being maintained in accordance with generally accepted
accounting principles so long as such liens are not being foreclosed;

(iii) deposits or pledges made in connection with, or to
secure payment of, workmen's compensation, unemployment insurance, old
age pensions or other social security obligations and good faith
deposits in connection with tenders, contracts or leases to which it is
a party or deposits or pledges to secure, or in lieu of, surety,
penalty or appeal bonds, performance bonds or other similar
obligations;

(iv) liens on properties in respect of judgments or awards,
the Indebtedness with respect to which is permitted by Section 10.1(d);

(v) liens of carriers, warehousemen, mechanics and
materialmen, and other like liens on properties which would not have a
Material Adverse Effect and are in respect of obligations not overdue,
or which are being contested in good faith by appropriate proceedings
diligently conducted and with respect to which adequate reserves are
being maintained in accordance with generally accepted accounting
principles so long as such liens are not being foreclosed;

(vi) encumbrances on Real Estate consisting of easements,
rights of way, zoning restrictions, restrictions on the use of real
property and defects and irregularities in the title thereto,
landlord's or lessor's or lessee's liens under leases to which the
Borrower or a Subsidiary of the Borrower is a party, and other minor
liens or encumbrances none of which in the opinion of the Borrower
interferes materially with the use of the property affected in the
ordinary conduct of the business of the Borrower and its Subsidiaries,

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which defects do not individually or in the aggregate have a Material
Adverse Effect;

(vii) liens existing and listed on Schedule 10.2 hereto;

(viii) purchase money security interests in or purchase money
mortgages on real or personal property acquired after the date hereof
to secure purchase money Indebtedness of the type and amount permitted
by Section 10.1(h), incurred in connection with the acquisition of such
property, which security interests or mortgages cover only the real or
personal property so acquired and liens in favor of the lessor on any
Capitalized Lease for equipment acquired after the date hereof which is
the subject of such Capitalized Lease to secure Indebtedness of the
type and amount permitted by Section 10.1(h), incurred in connection
with such Capitalized Lease, which lien or security interest covers
only the property which is the subject of such Capitalized Lease;

(ix) liens in favor of the Agent for the benefit of the Banks
and the Agent under the Loan Documents;

(x) liens in favor of the FIUI Agent for the benefit of the
FIUI Banks and the FIUI Agent under the FIUI Loan Documents;

(xi) liens in favor of Xxxxx & XxXxxxxx as Agent under the
Astron Pledge;

(xii) liens in favor of Ericsson under the Ericsson Pledge
Agreement and the Ericsson General Purchase Agreement;

(xiii) rights of third parties in equipment or inventory
consigned to, or otherwise owned by such third party and which is being
stored on property owned or leased by, the Borrower or any of its
Subsidiaries; and

(iv) rights of unsecured creditors located in jurisdictions
outside of the United States which may, under applicable laws of such
jurisdiction, have priority over secured creditors in certain
circumstances, so long as such rights do not have a Material Adverse
Effect .

10.3. RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

(a) marketable direct or guaranteed obligations of the United
States of America, any OECD Country that mature within one (1) year
from the date of purchase by the Borrower;

(b) demand deposits, certificates of deposit, bankers
acceptances and time deposits of United States banks or banks organized
under the laws of

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Sweden, the United Kingdom, Hong Kong, Singapore or Malaysia and having
total assets in excess of $1,000,000,000;

(c) securities commonly known as "commercial paper" issued by
a corporation organized and existing under the laws of the United
States of America or any state thereof that at the time of purchase
have been rated and the ratings for which are not less than "P 2" if
rated by Xxxxx'x Investors Services, Inc., and not less than "A 2" if
rated by Standard and Poor's;

(d) Investments listed on Schedule 10.3 hereto;

(e) Investments with respect to Indebtedness permitted by
Section 10.1(j) so long as such entities remain Guarantors hereunder or
FIUI Guarantors under the FIUI Credit Agreement, as the case may be;

(f) Investments consisting of the Guarantees and the FIUI
Guarantees or Investments by the Borrower in the Guarantors or
Investments by any Subsidiary into the Borrower or any Guarantor;

(g) Investments consisting of promissory notes received as
proceeds of asset dispositions permitted by Section 10.5.2 and
Investments consisting of promissory notes or equity securities
received in settlement of any claims, provided the aggregate amount of
all such Investments for settlements of claims or shall not exceed
$5,000,000 in the aggregate;

(h) Investments consisting of Permitted Acquisitions pursuant
to Section 10.5.1 hereof;

(i) Investments with respect to Indebtedness permitted by
Section 10.1(n) so long as such Person remains a Subsidiary of the
Borrower;

(j) Investments by the Borrower in any Person other than a
Subsidiary, which Person is in a related business, which Investment
does not exceed, in the aggregate, $5,000,000 during the term of this
Credit Agreement plus the amount of any Returned Investments (with
respect to the return or repayment of the "principal" or "capital"
component of any prior Investments under this Section 10.1(j)) received
after the date hereof but prior to the relevant time of determination
hereunder and not previously utilized to permit additional Investments
under this Section 10.1(j) in excess of such $5,000,000 amount, but in
no event shall the total Investments made after the date hereof over
the term of this Credit Agreement under this Section 10.1(j) exceed
$20,000,000 in the aggregate after giving effect to "utilizing" the
amount of any such Returned Investments after the date hereof over the
term of this Credit Agreement, and for purposes hereof, in the case of
any Investment made by transfers of non-cash property, the amount of
such Investments shall be deemed to be the fair market value of such
non-cash property at the time of the applicable transfer;

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(k) Investments consisting of loans or advances made in the
ordinary course of business consistent with past practices to officers,
directors or employees of the Borrower or any of its Subsidiaries for
travel, transportation (including the purchase and rentals of
automobiles for such officers, directors or employees), entertainment
and moving and other relocation expenses.

10.4. DISTRIBUTIONS. The Borrower and its Subsidiaries will not make
any Distributions; provided, however, the Subsidiaries shall be permitted to
make Distributions to the Borrower or to any other Guarantor.

10.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

10.5.1. MERGERS AND ACQUISITIONS. The Borrower will not, and
will not permit any of its Subsidiaries to, become a party to any
merger or consolidation, or agree to or effect any asset acquisition or
stock acquisition (other than the acquisition of assets in the ordinary
course of business consistent with past practices, Investments
permitted by Section 10.3 hereof and Capital Expenditures permitted by
Section 11.3 hereunder so long as such Capital Expenditures are either
(i) made in connection with the expansion in China; or (ii) to acquire
Capital Assets which do not represent all or substantially all of the
assets of another Person or a division of such Person and are in an
aggregate amount which do not exceed for any transaction or series of
related transaction the aggregate amount of $5,000,000) except (a) the
merger or consolidation of one or more of the Subsidiaries of the
Borrower with and into the Borrower, (b) the merger or consolidation of
two or more Subsidiaries of the Borrower or (c) any other asset or
stock acquisitions of Persons in the same or a related line of business
as the Borrower or its Subsidiaries (each, a "Permitted Acquisition")
where (i) the Borrower has provided the Agent with five (5) Business
Days prior written notice of such Permitted Acquisition, which notice
shall include a reasonably detailed description of such Permitted
Acquisition and the documents, agreements and instruments to be entered
into in connection with such Permitted Acquisition; (ii) without the
prior consent of the Agent, the business to be acquired would not
subject the Banks or the Agent to regulatory or third party approvals
in connection with the exercise of their rights and remedies under this
Credit Agreement or any other Revolving Credit Loan Document; (iii) the
business and assets so acquired shall be acquired by the Borrower or
the applicable Subsidiary free and clear of all liens and encumbrances
and all Indebtedness (including any assumed or incurred contingent
obligations or liabilities), other than as permitted by Section 10.1 or
Section 10.2 hereof, shall be incurred or assumed in connection with
such acquisition; (iv) the Borrower shall have demonstrated to the
reasonable satisfaction of the Agent, based on a pro forma Compliance
Certificate, compliance with Section 11 hereof on a pro forma basis
immediately prior to and after giving effect to such Permitted
Acquisition; (v) no Default or Event of Default has occurred and is
continuing or would exist as a result of giving effect to such
Permitted Acquisition; (vi) the Borrower or the Subsidiary effecting
such Permitted

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Acquisition must be the surviving entity (or, in the case of a
Subsidiary effecting the acquisition, the surviving entity becomes a
Subsidiary of the Borrower); (vii) the aggregate purchase price for all
Permitted Acquisitions shall not exceed $25,000,000 during the term of
this Credit Agreement; (viii) the Borrower shall demonstrate to the
satisfaction of the Agent and the Banks that the entity to be acquired
has positive consolidated net income; (ix) the board of directors and
the shareholders (if required by applicable law) or the equivalent, of
each Person has approved the Permitted Acquisition; (x) the Borrower or
such other applicable Person involved in the acquisition has taken or
caused to be taken all necessary actions to the extent reasonably
practicable to grant to the Agent a first priority perfected lien
(except for Permitted Liens having priority under applicable law) in
accounts receivable and inventory and capital stock or other equity
interests to be acquired in connection with such acquisition; and (xi)
the acquisition is not prohibited by the Subordinated Indenture. In
addition, in the event any new Subsidiary is formed as a result of or
in connection with any acquisition, to the extent such Subsidiary has
the legal power to enter into a Guarantee and Security Agreement, the
Loan Documents shall be amended and/or supplemented as necessary to
make the terms and conditions of the Loan Documents applicable to such
Subsidiary as a Guarantor hereunder.

10.5.2. DISPOSITION OF ASSETS. The Borrower will not, and will
not permit any of its Subsidiaries to, become a party to or agree to or
effect any disposition of assets, other than (a) the disposition of
assets in the ordinary course of business, consistent with past
practices (including, without limitation, the disposition of equipment
which the Borrower or such Subsidiary replaces with similar equipment
within ninety (90) days of such disposition); (b) the disposition of
the assets of Flextronics Sweden to Ericsson pursuant to Section M.1 of
the Ericsson General Purchase Agreement (provided, however, such a
disposition shall constitute an Event of Default hereunder); and (c)
other dispositions of assets to any Person in an arms-length
transaction for fair and reasonable value in an aggregate amount not to
exceed $5,000,000 during the term of this Credit Agreement; provided,
that, prior to making any dispositions set forth in this Section
10.5.2(c), the Borrower shall have delivered to the Agent on the date
of any such sale or disposition a certificate signed by an authorized
officer of the Borrower and evidence satisfactory to the Agent showing
that no Default or Event of Default has occurred and is continuing at
the time of such sale or disposition and no such Default or Event of
Default will exist after giving effect to such sale or disposition.

Notwithstanding anything to the contrary contained in this
Section 10.5.2, (a) the Borrower and its Subsidiaries shall not be
permitted to dispose of any assets or take (or omit to take) any action
in connection with any asset sale or other disposition or engage in any
other transaction which action (or omission) would require any
repayment, repurchase or redemption (or any mandatory offer to repay,
repurchase or redeem) by the Borrower or any of

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its Subsidiaries of the Subordinated Notes or any other Subordinated
Debt pursuant to the Subordinated Indenture or similar agreement prior
to the repayment in full in cash of all the Obligations and the
termination of the Total Commitment to zero, or would violate the
provisions of the Subordinated Indenture or similar agreement; (b) the
Borrower shall not directly or indirectly sell or otherwise dispose of
all or substantially all of its assets; and (c) except as expressly
permitted in this Section 10.5.2, neither the Borrower nor its
Subsidiaries shall sell or otherwise dispose of any capital stock of
any Person which is either the Borrower or a Guarantor or is an entity
the capital stock of which is pledged under the Loan Documents by the
Borrower or any Guarantor, except for transfers to the Borrower or
another Guarantor (with each such transfer to a the Borrower or another
Guarantor to be subject to the Agent's security interest therein for
the benefit of the Agent and the Banks).

10.6. SALE AND LEASEBACK. Except as permitted by Section 10.5.2(c), the
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any arrangement, directly or indirectly, whereby the Borrower or any Subsidiary
of the Borrower shall sell or transfer any property owned by it in order then or
thereafter to lease such property or lease other property that the Borrower or
any Subsidiary of the Borrower intends to use for substantially the same purpose
as the property being sold or transferred.

10.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and
will not permit any of its Subsidiaries to, (a) use any of the Real Estate
located in the United States of America or any portion thereof for the handling,
processing, storage or disposal of Hazardous Substances, (b) cause or permit to
be located on any of such Real Estate any underground tank or other underground
storage receptacle for Hazardous Substances, (c) generate any Hazardous
Substances on any of such Real Estate, (d) conduct any activity at such Real
Estate or use such Real Estate in any manner so as to cause a release (i.e.
releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, disposing or dumping) or threatened release of
Hazardous Substances on, upon or into such Real Estate or (e) otherwise conduct
any activity at such Real Estate or use such Real Estate in any manner that
would violate any Environmental Law or bring such Real Estate in violation of
any Environmental Law unless such violation would not have a Material Adverse
Effect.

10.8. SUBORDINATED DEBT. The Borrower will not, and will not permit any
of its Subsidiaries to, amend, supplement or otherwise modify the terms of any
of the Subordinated Debt or prepay, redeem or repurchase any of the Subordinated
Debt or send any notice of redemption, prepayment, repurchase or defeasance with
respect to any of the Subordinated Debt.

10.9. EMPLOYEE BENEFIT PLANS. Neither the Borrower nor any ERISA
Affiliate will

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(a) engage in any "prohibited transaction" within the meaning
of Section 406 of ERISA or Section 4975 of the Code which could result
in a material liability for the Borrower or any of its Subsidiaries; or

(b) permit any Guaranteed Pension Plan to incur an
"accumulated funding deficiency", as such term is defined in Section
302 of ERISA, whether or not such deficiency is or may be waived; or

(c) fail to contribute to any Guaranteed Pension Plan to an
extent which, or terminate any Guaranteed Pension Plan in a manner
which, could result in the imposition of a lien or encumbrance on the
assets of the Borrower or any of its Subsidiaries pursuant to
Section 302(f) or Section 4068 of ERISA; or

(d) amend any Guaranteed Pension Plan in circumstances
requiring the posing of security pursuant to Section 307 of ERISA or
Section 401(a)(29) of the Code; or

(e) permit or take any action which would result in the
aggregate benefit liabilities (with the meaning of Section 4001 of
ERISA) of all Guaranteed Pension Plans exceeding the value of the
aggregate assets of such Plans, disregarding for this purpose the
benefit liabilities and assets of any such Plan with assets in excess
of benefit liabilities, by more than $500,000.

10.10. CHANGE IN TERMS OF CAPITAL STOCK. The Borrower will not, and
will not permit any of its Subsidiaries to effect or permit any change in or
amendment to any document or instrument pertaining to the terms of such Person's
capital stock unless such change or amendment does not have a Materially Adverse
Effect.

10.11. FISCAL YEAR. Neither the Borrower nor any of its Subsidiaries
will change the date of the end of their respective fiscal years from that set
forth in Section 8.21 hereof.

10.12. NEGATIVE PLEDGES. Neither the Borrower nor any of its
Subsidiaries will enter into any agreement (excluding this Credit Agreement, the
Loan Documents and the Subordinated Indenture) prohibiting the creation or
assumption of any lien upon its properties, revenues or assets or those of any
of its Subsidiaries, whether now owned or hereafter acquired other than
agreements with Persons prohibiting any such lien on assets in which such Person
has a prior security interest which is permitted by Section 10.2.

10.13. TRANSACTIONS WITH AFFILIATES. The Borrower will not, nor will it
permit any of its Subsidiaries to, enter into, or cause, suffer or permit to
exist (a) any arrangement or contract with any of its other Affiliates of a
nature customarily entered into by Persons which are Affiliates of each other
(including management or similar contracts or arrangements relating to the
allocation of revenues, taxes and expenses or otherwise) requiring any payments
to be made by the Borrower or any of its Subsidiaries to any Affiliate unless
such arrangement is fair and equitable to the Borrower or such Subsidiary; or
(b) any other transaction, arrangement, contract

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with any of their other Affiliates which would not be entered into by a prudent
Person in the position of the Borrower or such Subsidiary with, or which is on
terms which are less favorable than are obtainable from, any Person which is not
one of its Affiliates.

10.14. UPSTREAM LIMITATIONS. The Borrower will not, nor will the
Borrower permit any of its Subsidiaries to enter into any agreement, contract or
arrangement (other than the Credit Agreement, the other Loan Documents and the
Ericsson General Purchase Agreement) restricting the ability of any Subsidiary
to pay or make dividends or distributions in cash or kind, to make loans,
advances or other payments of whatsoever nature or to make transfers or
distributions of all or any part of its assets (other than as permitted by
Section 10.2 hereof) to the Borrower or to any Subsidiary of such Subsidiary.

10.15. INCONSISTENT AGREEMENTS. The Borrower will not, nor will it
permit any of its Subsidiaries to, enter into any agreement containing any
provision which would be violated or breached by the performance by the Borrower
or such Subsidiary of its obligations hereunder or under any of the Loan
Documents.

10.16. MODIFICATION OF DOCUMENTS. Neither the Borrower nor any of its
Subsidiaries will consent to or agree to any amendment, supplement or other
modification to the Acquisition Documents or any Significant Contract without
the prior written consent of the Agent, unless such amendment, supplement or
modification does not have a Material Adverse Effect.

10.17. CHANGE IN NATURE OF BUSINESS. Neither the Borrower nor any of
its Subsidiaries will make any material change in or addition to the nature of
its business as carried on at the date hereof.

10.18. CHARTER AMENDMENTS. Neither the Borrower nor any of its
Subsidiaries will amend its certificate of incorporation or bylaws, or similar
organizational documents, except in a manner which would not be reasonably
likely to have any Material Adverse Effect.

10.19. SENIOR DEBT. The Borrower and its Subsidiaries will not in any
manner designate or permit to exist any other Indebtedness of the Borrower or
any of its Subsidiaries as "Designated Senior Debt" for purposes (and as defined
in) of the Subordinated Indenture, other than the Indebtedness arising under
this Credit Agreement, the FIUI Credit Agreement, the FIUI Guarantees and the
Guarantees.

10.20. LIMITATIONS ON FOREIGN EXCHANGE ARRANGEMENTS. The Borrower will
not and will not permit any of its Subsidiary to enter into any interest rate
hedging or risk protection arrangements, foreign exchange risk protection
arrangements, or currency risk protection arrangements which are not in the
ordinary course of business except as contemplated by Section 9.14 or are for
speculative purposes.

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11. FINANCIAL COVENANTS OF THE BORROWER.

11.1. LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio
as determined at any time during any period described in the table set forth
below to be greater than the ratio set forth opposite such period in such table:

PERIOD RATIO
------------------------------ --------------------------

Closing Date - 9/30/97 4.25:1.00
------------------------------ --------------------------
12/31/97 3.75:1.00
------------------------------ --------------------------
03/31/98 3.25:1.00
------------------------------ --------------------------
06/30/98 - 09/30/98 3.00:1.00
------------------------------ --------------------------
any fiscal quarter thereafter 2.75:1.00
------------------------------ --------------------------

11.2. INTEREST COVERAGE RATIO. The Borrower will not permit the
Interest Coverage Ratio as determined at the end of any fiscal quarter ending at
any time during any period described in the table set forth below to be less
than the ratio set forth opposite such period in such table:

------------------------------ --------------------------
PERIOD RATIO
------------------------------ --------------------------

Closing Date - 12/31/97 3.00:1.00
------------------------------ --------------------------
03/31/98 3.25:1.00
------------------------------ --------------------------
06/30/98 - 12/31/98 3.50:1.00
------------------------------ --------------------------
any fiscal quarter thereafter 4.00:1.00
------------------------------ --------------------------

11.3. CAPITAL EXPENDITURES. The Borrower will not make, or permit any
Subsidiary of the Borrower to make, Capital Expenditures in any fiscal year that
exceed, in the aggregate, $65,000,000 for the 1998 fiscal year and $25,000,000
for each fiscal year thereafter.

11.4. FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the
Borrower will not permit the Fixed Charge Coverage Ratio as determined at the
end of any fiscal quarter at any time during any period described in the table
set forth below to be less than the ratio set forth opposite such period in such
table:

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------------------------------ --------------------------
PERIOD RATIO
------------------------------ --------------------------

Closing Date - 03/31/99 1.15:1.00
------------------------------ --------------------------
any fiscal quarter thereafter 1.25:1.00
------------------------------ --------------------------

11.5. CONSOLIDATED TANGIBLE NET WORTH. The Borrower will not permit
Consolidated Tangible Net Worth to be less than the sum of (a) 95% of
Consolidated Tangible Net Worth at March 31, 1997 plus, (b) on a cumulative
basis, 75% of positive Consolidated Net Income (which shall include, to the
extent deducted in calculating Consolidated Net Income, the aggregate amount of
the Xxxx Payments deducted for such period plus the charges to write-offs from
discontinued operations in fiscal year 1997) for each fiscal year subsequent to
the fiscal year ended 1997, plus (c) 100% of the proceeds of any Equity
Issuance.

12. CLOSING CONDITIONS.

The obligations of the Banks to make the initial Revolving Credit Loans
and the Term Loan and of the Agent to issue any initial Letters of Credit shall
be subject to the satisfaction of the following conditions precedent:

12.1. LOAN DOCUMENTS, ETC.

12.1.1. LOAN DOCUMENTS. Each of the Loan Documents shall have
been duly executed and delivered by the respective parties thereto,
shall be in full force and effect and shall be in form and substance
satisfactory to each of the Banks. Each Bank shall have received a
fully executed copy of each such document.

12.1.2. ACQUISITION DOCUMENTS; ERICSSON GENERAL PURCHASE
Agreement. Each of the Acquisition Documents and the Ericsson General
Purchase Agreement shall have been duly executed and delivered by the
respective parties thereto, shall be in full force and effect and shall
be in form and substance satisfactory to each of the Banks. Each Bank
shall have received a fully executed copy of each such document.

12.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall
have received from the Borrower and each of its Subsidiaries a copy, certified
by a duly authorized officer of such Person to be true and complete on the
Closing Date, of each of (a) its charter or other incorporation documents as in
effect on such date of certification, and (b) its by-laws as in effect on such
date.

12.3. CORPORATE ACTION. All corporate action necessary for the valid
execution, delivery and performance by the Borrower and each of its Subsidiaries
of this Credit Agreement and the other Loan Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Banks shall have been provided to each of the Banks.

12.4. INCUMBENCY CERTIFICATE. Each of the Banks shall have received
from the Borrower and each of its Subsidiaries executing any Loan Document an

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incumbency certificate, dated as of the Closing Date, signed by a duly
authorized officer of the Borrower or such Subsidiary, and giving the name and
bearing a specimen signature of each individual who shall be authorized: (a) to
sign, in the name and on behalf of each of the Borrower of such Subsidiary, each
of the Loan Documents to which the Borrower or such Subsidiary is or is to
become a party; (b) in the case of the Borrower, to make Loan Requests and
Conversion Requests and to apply for Letters of Credit; and (c) to give notices
and to take other action on its behalf under the Loan Documents.

12.5. VALIDITY OF LIENS. The Security Documents shall be effective to
create in favor of the Agent a legal, valid and enforceable first (except for
Permitted Liens entitled to priority under applicable law) security interest in
and lien upon the Collateral. All filings, recordings, deliveries of instruments
and other actions necessary or desirable in the opinion of the Agent to protect
and preserve such security interests shall have been duly effected. The Agent
shall have received evidence thereof in form and substance satisfactory to the
Agent.

12.6. PERFECTION CERTIFICATES AND UCC SEARCH RESULTS. The Agent shall
have received from each of the Borrower and the Guarantors a completed and fully
executed Perfection Certificate and the results of UCC searches and other lien
searches with respect to the Collateral, indicating no liens other than
Permitted Liens or liens being discharged in connection with this transaction so
long as the Agent has received evidence satisfactory to it that the holder of
each such lien is prepared and obligated to discharge such lien on the Closing
Date and otherwise in form and substance satisfactory to the Agent.

12.7. CERTIFICATES OF INSURANCE. The Agent shall have received (a) a
certificate of insurance from an independent insurance broker dated as of the
Closing Date, identifying insurers, types of insurance, insurance limits, and
policy terms, and otherwise describing the insurance obtained in accordance with
the provisions of the Security Agreements and (b) certified copies of all
policies evidencing such insurance (or certificates therefore signed by the
insurer or an agent authorized to bind the insurer).

12.8. SOLVENCY CERTIFICATE. Each of the Banks shall have received an
officer's certificate of the Borrower dated as of the Closing Date as to the
solvency of the Borrower and its Subsidiaries, taken as a whole, following the
consummation of the transactions contemplated herein and in form and substance
satisfactory to the Banks.

12.9. OPINION OF COUNSEL. Each of the Banks and the Agent shall have
received a favorable legal opinion addressed to the Banks and the Agent, dated
as of the Closing Date, in form and substance satisfactory to the Banks and the
Agent, from:

(a) Fenwick & West, counsel to the Borrower and its
Subsidiaries;

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(b) Debevoise & Xxxxxxxx, New York counsel to the Borrower and
its Subsidiaries; and

(c) local counsel opinions with respect to the Security
Documents and other matters involving the laws in Singapore, Sweden,
Mexico, the United Kingdom, Hong Kong and Malaysia.

12.10. PAYMENT OF FEES. The Borrower shall have paid to the Banks or
the Agent, as appropriate, the fees provided for in Sections 6.1 and 6.2.

12.11. PAYOFF LETTER. The Agent shall have received a payoff letter
from The First National Bank of Boston, as Facility Agent (in such capacity, the
"Facility Agent"), indicating the amount of the loan and other obligations of
the Borrower and FIUI to FNBB and the lenders party to that certain Revolving
Credit Facility Agreement dated June 13, 1996 (the "Prior Loan Agreement") to be
discharged on the Closing Date and an acknowledgment by the Facility Agent that
upon receipt of such funds it will forthwith execute and deliver to the Agent
for filing all termination statements and take such other actions as may be
necessary to discharge all mortgages, deeds of trust and security interests
granted by the Borrower or any of its Subsidiaries in favor of The First
National Bank of Boston, as Security Agent under the Prior Loan Agreement.

12.12. DISBURSEMENT INSTRUCTIONS. The Agent shall have received
disbursement instructions from the Borrower, indicating that a portion of the
proceeds of the Loans, in an amount equal to the aggregate obligations of the
Borrower and FIUI pursuant to the Prior Loan Agreement, are to be paid to the
lenders thereunder, and that a portion of the Loans, in an amount equal to
$85,000,000, are paid to Ericsson to finance a portion of the purchase price of
the Ericsson Acquisition.

12.13. SATISFACTION OF CONDITIONS OF ACQUISITION DOCUMENTS The Agent
shall have received appropriate evidence that all of the closing conditions in
the Acquisition Documents have been satisfied without recourse to any provision
permitting the waiver by any party thereto of any material condition,
obligation, covenant or other requirement, and the consummation of the Ericsson
Acquisition.

12.14. BORROWING BASE REPORT. The Agent shall have received from the
Borrower the initial Borrowing Base Report dated as of the Closing Date, which
Borrowing Base Report shall be based on the information contained in the balance
sheet delivered pursuant to Section 12.17 hereof.

12.15. CONSENTS AND APPROVALS. The Agent shall have received evidence
that there shall have been obtained and shall be in full force and effect all
consents and approvals necessary to complete the Ericsson Acquisition and the
other transactions contemplated hereby, including but not limited to the consent
of the Vendors permitting the pledge to the Agent for the benefit of the Agent
and the Banks of the capital stock of Astron Group Limited and Astron
Technologies Limited.

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12.16. SUCCESSFUL DUE DILIGENCE INQUIRY. The Agent shall have received
the results of an independent third party evaluation, which evaluation shall be
acceptable to the Agent and the Banks, of the Borrower's methodology for
determining the costs and structure of the Ericsson General Purchase Agreement
and the budgets associated therewith.

12.17. CLOSING DATE BALANCE SHEET. The Agent shall have received from
the Borrower a balance sheet of the Borrower as of the Closing Date, which shall
set forth the Borrower's best estimates as to its assets and liabilities, which
shall be in form and substance satisfactory to the Agent and the Banks, together
with a description of the sources and uses of the proceeds of the Loans.

13. CONDITIONS TO ALL BORROWINGS.

The obligations of the Banks to make any Loan, including the Revolving
Credit Loan and the Term Loan, and of the Agent to issue, extend or renew any
Letter of Credit, in each case whether on or after the Closing Date, shall also
be subject to the satisfaction of the following conditions precedent:

13.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Loan or the issuance, extension or
renewal of such Letter of Credit, with the same effect as if made at and as of
that time (except to the extent of changes resulting from transactions
contemplated or permitted by this Credit Agreement and the other Loan Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing.

13.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Bank would make it illegal for such Bank to make such Loan or to
participate in the issuance, extension or renewal of such Letter of Credit or in
the reasonable opinion of the Agent would make it illegal for the Agent to
issue, extend or renew such Letter of Credit.

13.3. GOVERNMENTAL REGULATION. Each Bank shall have received such
statements in substance and form reasonably satisfactory to such Bank as such
Bank shall require for the purpose of compliance with any applicable regulations
of the Comptroller of the Currency or the Board of Governors of the Federal
Reserve System.

13.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and

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all other documents incident thereto shall be satisfactory in substance and in
form to the Banks and to the Agent and the Agent's Special Counsel, and the
Banks, the Agent and such counsel shall have received all information and such
counterpart originals or certified or other copies of such documents as the
Agent may reasonably request.

13.5. EXCHANGE LIMITATIONS. There exists no reason whatsoever,
including without limitation, by reason of the application of any so-called
"currency exchange" laws, rules or regulations (as in effect at the time of any
proposed borrowings hereunder) which could reasonably be expected to interfere
with the Borrower satisfying any of its Obligations hereunder in full at such
time as such Obligations become due and payable pursuant to the terms hereof.

13.6. BORROWING BASE REPORT. The Agent shall have received the most
recent Borrowing Base Report required to be delivered to the Agent in accordance
with Section 9.4(e) and, if requested by the Agent, an updated Borrowing Base
Report dated within five (5) days of the Drawdown Date of such Loan or the date
of issuance, extension or renewal of such Letter of Credit.

14. EVENTS OF DEFAULT; ACCELERATION; ETC.

14.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

(a) the Borrower shall fail to pay any principal of the Loans
or any Reimbursement Obligation when the same shall become due and
payable, whether at the stated date of maturity or any accelerated date
of maturity or at any other date fixed for payment;

(b) the Borrower shall fail to pay any interest on the Loans,
the Commitment Fee, any Letter of Credit Fee, the Agent's fee, or other
sums due hereunder or under any of the other Loan Documents, when the
same shall become due and payable, whether at the stated date of
maturity or any accelerated date of maturity or at any other date fixed
for payment within three (3) Business Days of when the same shall
become due and payable;

(c) the Borrower shall fail to comply with any of its
covenants contained in Section 9.1, 9.3, 9.4, 9.5.1, 9.5.4, 9.12,
9.15 - 9.18, 10 or 11;

(d) the Borrower or any of its Subsidiaries shall fail to
perform any term, covenant or agreement contained herein or in any of
the other Loan Documents (other than those specified elsewhere in this
Section 14.1) for fifteen (15) days after written notice of such
failure has been given to the Borrower by the Agent;

(e) any representation or warranty of the Borrower or any of
its Subsidiaries in this Credit Agreement or any of the other Loan
Documents or

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in any other document or instrument delivered pursuant to or in
connection with this Credit Agreement shall prove to have been false in
any material respect upon the date when made or deemed to have been
made or repeated;

(f) the Borrower or any of its Subsidiaries shall fail to pay
at maturity, or within any applicable period of grace, any obligation
for borrowed money or credit received or in respect of any Capitalized
Leases, if the aggregate principal amount of such Indebtedness is in
excess of $3,000,000, or fail to observe or perform any material term,
covenant or agreement contained in any agreement by which it is bound,
evidencing or securing borrowed money or credit received or in respect
of any Capitalized Leases for such period of time as would permit
(assuming the giving of appropriate notice if required) the holder or
holders thereof or of any obligations issued thereunder to accelerate
the maturity thereof;

(g) the Borrower or any of its Subsidiaries shall make an
assignment for the benefit of creditors, or admit in writing its
inability to pay or generally fail to pay its debts as they mature or
become due, or shall petition or apply for the appointment of a trustee
or other custodian, liquidator or receiver of the Borrower or any of
its Subsidiaries or of any substantial part of the assets of the
Borrower or any of its Subsidiaries or shall commence any case or other
proceeding relating to the Borrower or any of its Subsidiaries under
any bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation or similar law of any jurisdiction,
now or hereafter in effect, or shall take any action to authorize or in
furtherance of any of the foregoing, or if any such petition or
application shall be filed or any such case or other proceeding shall
be commenced against the Borrower or any of its Subsidiaries and the
Borrower or any of its Subsidiaries shall indicate its approval
thereof, consent thereto or acquiescence therein or such petition or
application shall not have been dismissed within forty-five (45) days
following the filing thereof;

(h) a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Borrower or any
of its Subsidiaries bankrupt or insolvent, or approving a petition in
any such case or other proceeding, or a decree or order for relief is
entered in respect of the Borrower or any Subsidiary of the Borrower in
an involuntary case under federal bankruptcy laws as now or hereafter
constituted;

(i) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than thirty days, whether or not consecutive, any
final judgment against the Borrower or any of its Subsidiaries that,
with other outstanding final judgments, undischarged, against the
Borrower or any of its Subsidiaries exceeds in the aggregate
$3,000,000;

(j) the holders of all or any part of the Subordinated Debt
shall accelerate the maturity of all or any part of the Subordinated
Debt or the Subordinated Debt shall be (or shall be required at such
time to be) prepaid,

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redeemed or repurchased in whole or in part; or the Borrower shall be
or become required under the Subordinated Indenture to prepay, redeem
or repurchase (or shall be or become required thereunder to offer to
prepay, redeem or repurchase) all or any part of the Subordinated Debt;

(k) if any of the Loan Documents shall be cancelled,
terminated, revoked or rescinded or the Agent's security interests,
mortgages or liens in a substantial portion of the Collateral shall
cease to be perfected, or shall cease to have the priority contemplated
by the Security Documents, in each case otherwise than in accordance
with the terms thereof or with the express prior written agreement,
consent or approval of the Banks, or any action at law, suit or in
equity or other legal proceeding to cancel, revoke or rescind any of
the Loan Documents shall be commenced by or on behalf of the Borrower
or any of its Subsidiaries party thereto or any of their respective
stockholders, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to the
effect that, any one or more of the Loan Documents is illegal, invalid
or unenforceable in accordance with the terms thereof;

(l) the Borrower or any ERISA Affiliate incurs any liability to
the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in
an aggregate amount exceeding $500,000; the Borrower or any ERISA
Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA
by a Multiemployer Plan requiring aggregate annual payments exceeding
$500,000, or any of the following occurs with respect to a Guaranteed
Pension Plan: (i) an ERISA Reportable Event, or a failure to make a
required installment or other payment (within the meaning of Section
302(f)(1) of ERISA), provided the Agent determines in its reasonable
discretion that such event (A) could be expected to result in liability
of the Borrower to the PBGC or the Plan in an aggregate amount exceeding
$500,000 and (B) could constitute grounds for the termination of such
Plan by the PBGC, for the appointment by the appropriate United States
District Court of a trustee to administer such Plan or for the
imposition of a lien in favor of the Guaranteed Pension Plan; (ii) the
appointment by a United States District Court of a trustee to administer
such Plan; or (iii) the institution by the PBGC of proceedings to
terminate such Plan;

(m) the Borrower or any of its Subsidiaries shall be enjoined,
restrained or in any way prevented by the order of any court or any
administrative or regulatory agency from conducting any material part
of its business and such order shall continue in effect for more than
thirty (30) days;

(n) there shall occur any material damage to, or loss, theft
or destruction of, any Collateral, whether or not insured, or any
strike, lockout, labor dispute, embargo, condemnation, act of God or
public enemy, or other casualty, which in any such case causes, for
more than fifteen (15)

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consecutive days, the cessation or substantial curtailment of revenue
producing activities at any facility of the Borrower or any of its
Subsidiaries if such event or circumstance is not covered by business
interruption insurance and would have a Material Adverse Effect;

(o) there shall occur the loss, suspension or revocation of,
or failure to renew, any license or permit now held or hereafter
acquired by the Borrower or any of its Subsidiaries if such loss,
suspension, revocation or failure to renew would have a Material
Adverse Effect;

(p) the Borrower or any of its Subsidiaries shall be indicted
for a state or federal crime, or any civil or criminal action shall
otherwise have been brought against the Borrower or any of its
Subsidiaries, a punishment for which in any such case could include the
forfeiture of any assets of the Borrower which could reasonably be
likely to have a Material Adverse Effect; or

(q) (i) except for directors' qualifying shares in
jurisdictions where such qualifying shares are required, (i) the
Borrower shall at any time, legally or beneficially own less than one
hundred percent of the capital stock of FIUI, Flextronics Holdings UK
Limited, Flextronics Singapore, Flextronics de Mexico, S.A. de C.V.,
Flextronics Manufacturing (HK) Ltd., Astron Technologies Ltd. or
Flextronics International (UK) Limited; or (ii) Flextronics Holdings UK
Limited shall at any time, legally or beneficially own less than one
hundred percent of the capital stock of Flextronics Holdings; or (iii)
Flextronics Holdings shall at any time, legally or beneficially own
less than one hundred percent of the capital stock of Flextronics
Sweden; or (iv) until the date of its liquidation by FIUI, FIUI shall
at any time legally or beneficially own less than one hundred percent
of the capital stock of Flex Asia (UK) Limited; or (v) Flextronics
Singapore shall at any time, legally or beneficially own less than one
hundred percent of the capital stock of Flextronics Computer (Shekou)
Ltd., Flextronics Industrial (Shenshen) Co. Ltd., Flextronics Malaysia
Sdn Bhd and Flex International Marketing (L) Ltd.; or (vi) Flextronics
Manufacturing (HK) Ltd. shall at any time, legally or beneficially own
less than one hundred percent of the capital stock of Astron Group
Ltd.; or (vi) Astron Group Ltd. shall at any time, legally or
beneficially own less than one hundred percent of the capital stock of
Zhuhai Daomen Xxxx Xx Technology Co. Ltd; or (vii) Astron Group Ltd.
shall at any time, legally or beneficially own less than 95% of the
capital stock of Zhuhai Daomen Xxxx Xx Electronics Co. Ltd.;

(r) a "Change of Control" as such term is defined in the
Subordinated Indenture or any similar agreement governing any other
Subordinated Debt occurs, or any person or group of persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as
amended) shall have acquired beneficial ownership (within the meaning
of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act) of fifty percent (50%) or more of the outstanding
shares of common stock of the Borrower; or,

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during any period of twelve consecutive calendar months, individuals
who were directors of the Borrower on the first day of such period
shall cease to constitute a majority of the board of directors of the
Borrower (except to the extent that individuals who at the beginning of
such twelve month period were replaced by individuals elected by a
majority of the remaining members of the board of directors of the
Borrower or nominated for election by a majority of the remaining
members of the board of directors of the Borrower);

(s) Ericsson takes any action pursuant to Section M of the
Ericsson General Purchase Agreement;

(t) Flextronics Sweden or Flextronics Holdings takes any
action to repay any intercompany Indebtedness if such a repayment would
in any manner impair the value of the Guarantee executed and delivered
by such Person; or

(t) any default or event of default occurs under the FIUI
Guaranty.

then, and in any such event, so long as the same may be continuing, the Agent
may, and upon the request of the Majority Banks shall, by notice in writing to
the Borrower declare all amounts owing with respect to this Credit Agreement,
the Notes and the other Loan Documents and all Reimbursement Obligations to be,
and they shall thereupon forthwith become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower; provided that in the event of any Event
of Default specified in Sections 14.1(g) or 14.1(h), all such amounts shall
become immediately due and payable automatically and without any requirement of
notice from the Agent or any Bank.

14.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in Section 14.1(g) or Section 14.1(h) shall occur, any unused
portion of the credit hereunder shall forthwith terminate and each of the Banks
shall be relieved of all further obligations to make Loans to the Borrower and
the Agent shall be relieved of all further obligations to issue, extend or renew
Letters of Credit. If any other Event of Default shall have occurred and be
continuing, or if on any Drawdown Date or other date for issuing, extending or
renewing any Letter of Credit the conditions precedent to the making of the
Loans to be made on such Drawdown Date or (as the case may be) to issuing,
extending or renewing such Letter of Credit on such other date are not
satisfied, the Agent may and, upon the request of the Majority Banks, shall, by
notice to the Borrower, terminate the unused portion of the credit hereunder,
and upon such notice being given such unused portion of the credit hereunder
shall terminate immediately and each of the Banks shall be relieved of all
further obligations to make Loans and the Agent shall be relieved of all further
obligations to issue, extend or renew Letters of Credit. No termination of the
credit hereunder shall relieve the Borrower or any of its Subsidiaries of any of
the Obligations.

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14.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Banks shall have
accelerated the maturity of the Loans pursuant to Section 14.1, each Bank, if
owed any amount with respect to the Revolving Credit Loans or the Reimbursement
Obligations, may, with the consent of the Majority Banks but not otherwise,
proceed to protect and enforce its rights by suit in equity, action at law or
other appropriate proceeding, whether for the specific performance of any
covenant or agreement contained in this Credit Agreement and the other Loan
Documents or any instrument pursuant to which the Obligations to such Bank are
evidenced, including as permitted by applicable law the obtaining of the ex
parte appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of such Bank. No remedy herein conferred upon any Bank
or the Agent or the holder of any Note or purchaser of any Letter of Credit
Participation is intended to be exclusive of any other remedy and each and every
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or any
other provision of law.

14.4. CURRENCY CONVERSION. If, for the purposes of obtaining judgment
in any court or obtaining an order enforcing a judgment, it becomes necessary to
convert any amount due under this Credit Agreement or the other Loan Documents
in Dollars (hereinafter in this Section 14.4 called the "first currency") into
any other currency (hereinafter in this Section 14.4 called the "second
currency"), then the conversion shall be made at the Agent's spot rate of
exchange (as conclusively determined by the Agent) for buying the first currency
with the second currency prevailing at the Agent's close of business on the
Business Day next preceding the day on which the judgment is given or, as the
case may be, the order is made. Any payment made to the Agent pursuant to this
Credit Agreement or the other Loan Documents in the second currency shall
constitute a discharge of the obligations of the Borrower to pay to the Agent
and the Banks any amount originally due to the Agent and the Banks in the first
currency under the Loan Documents only to the extent of the amount of the first
currency which the Agent is able, on the date of the receipt by it of such
payment in any second currency, to purchase, in accordance with the Agent's
normal banking procedures, with the amount of such second currency so received.
If the amount of the first currency falls short of the amount originally due to
the Agent and the Banks in the first currency under the Loan Documents, the
Borrower hereby agrees to indemnify the Agent and the Banks against and save the
Agent and the Banks harmless from any shortfall so arising. This indemnity shall
constitute an obligation of the Borrower separate and independent from the other
obligations contained in this Credit Agreement, shall give rise to a separate
and independent cause of action, shall continue in full force and effect
notwithstanding any judgment or order for a liquidated sum or sums in respect of
amounts due to the Agent and the Banks under this Credit Agreement or under any
such judgment or order and shall be secured by the Collateral. Any such
shortfall shall be deemed to constitute a loss suffered by the Agent and the
Banks and the Borrower shall not be entitled to require any proof or evidence of
any actual loss. The covenant

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contained in this Section 14.4 shall survive the payment in full of all of the
other obligations of the Borrower under this Credit Agreement.

14.5. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that following
the occurrence or during the continuance of any Default or Event of Default, the
Agent or any Bank, as the case may be, receives any monies in connection with
the enforcement of any the Security Documents, or otherwise with respect to the
realization upon any of the Collateral, such monies shall be distributed for
application as follows:

(a) First, to the payment of, or (as the case may be) the
reimbursement of the Agent for or in respect of all reasonable costs,
expenses, disbursements and losses which shall have been incurred or
sustained by the Agent in connection with the collection of such monies
by the Agent, for the exercise, protection or enforcement by the Agent
of all or any of the rights, remedies, powers and privileges of the
Agent under this Credit Agreement or any of the other Loan Documents or
in respect of the Collateral or in support of any provision of adequate
indemnity to the Agent against any taxes or liens which by law shall
have, or may have, priority over the rights of the Agent to such
monies;

(b) Second, pro rata between the FIUI Obligations guaranteed
by the Borrower and the Obligations and in such order or preference as
the Majority Banks may determine; provided, however, that distributions
in respect of such obligations shall be made (i) pro rata between the
FIUI Obligations guaranteed by the Borrower and the Obligations; (ii)
pari passu among Obligations with respect to the Agent's fee payable
pursuant to Section 6.2 and all other Obligations and (iii) Obligations
owing to the Banks with respect to each type of Obligation such as
interest, principal, fees and expenses, shall be made among the Banks
pro rata; and provided, further, that the Agent may in its discretion
make proper allowance to take into account any Obligations not then due
and payable;

(c) Third, upon payment and satisfaction in full or other
provisions for payment in full satisfactory to the Banks and the Agent
of all of the Obligations, to the payment of any obligations required
to be paid pursuant to Section 9-504(1)(c) of the Uniform Commercial
Code of the State of New York; and

(d) Fourth, the excess, if any, shall be returned to the
Borrower or to such other Persons as are entitled thereto.

15. SETOFF.

Regardless of the adequacy of any collateral, during the continuance of
any Event of Default, any deposits or other sums credited by or due from any of
the Banks to the Borrower and any securities or other property of the Borrower
in the possession of such Bank may be applied to or set off by such Bank against
the

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payment of Obligations and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
of the Borrower to such Bank. Each of the Banks agrees with each other Bank that
(a) if an amount to be set off is to be applied to Indebtedness of the Borrower
to such Bank, other than Indebtedness evidenced by the Notes held by such Bank
or constituting Reimbursement Obligations owed to such Bank, such amount shall
be applied ratably to such other Indebtedness and to the Indebtedness evidenced
by all such Notes held by such Bank or constituting Reimbursement Obligations
owed to such Bank, and (b) if such Bank shall receive from the Borrower, whether
by voluntary payment, exercise of the right of setoff, counterclaim, cross
action, enforcement of the claim evidenced by the Notes held by, or constituting
Reimbursement Obligations owed to, such Bank by proceedings against the Borrower
at law or in equity or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings, or otherwise, and shall retain
and apply to the payment of the Note or Notes held by, or Reimbursement
Obligations owed to, such Bank any amount in excess of its ratable portion of
the payments received by all of the Banks with respect to the Notes held by, and
Reimbursement Obligations owed to, all of the Banks, such Bank will make such
disposition and arrangements with the other Banks with respect to such excess,
either by way of distribution, pro tanto assignment of claims, subrogation or
otherwise as shall result in each Bank receiving in respect of the Notes held by
it or Reimbursement obligations owed it, its proportionate payment as
contemplated by this Credit Agreement; provided that if all or any part of such
excess payment is thereafter recovered from such Bank, such disposition and
arrangements shall be rescinded and the amount restored to the extent of such
recovery, but without interest.

16. THE AGENT.

16.1. AUTHORIZATION.

(a) The Agent is authorized to take such action on behalf of
each of the Banks and to exercise all such powers as are hereunder and
under any of the other Loan Documents and any related documents
delegated to the Agent, together with such powers as are reasonably
incident thereto, provided that no duties or responsibilities not
expressly assumed herein or therein shall be implied to have been
assumed by the Agent.

(b) The relationship between the Agent and each of the Banks
is that of an independent contractor. The use of the term "Agent" is
for convenience only and is used to describe, as a form of convention,
the independent contractual relationship between the Agent and each of
the Banks. Nothing contained in this Credit Agreement nor the other
Loan Documents shall be construed to create an agency, trust or other
fiduciary relationship between the Agent and any of the Banks.

(c) As an independent contractor empowered by the Banks to
exercise certain rights and perform certain duties and responsibilities
hereunder and under the other Loan Documents, the Agent is nevertheless
a

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"representative" of the Banks, as that term is defined in Article 1 of
the Uniform Commercial Code, for purposes of actions for the benefit of
the Banks and the Agent with respect to all collateral security and
guaranties contemplated by the Loan Documents. Such actions include the
designation of the Agent as "secured party", "mortgagee" or the like on
all financing statements and other documents and instruments, whether
recorded or otherwise, relating to the attachment, perfection, priority
or enforcement of any security interests, mortgages or deeds of trust
in collateral security intended to secure the payment or performance of
any of the Obligations, all for the benefit of the Banks and the Agent.

16.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and
execute its duties by or through employees, agents or affiliates and shall be
entitled to take, and to rely on, advice of counsel concerning all matters
pertaining to its rights and duties under this Credit Agreement and the other
Loan Documents. The Agent may utilize the services of such Persons as the Agent
in its sole discretion may reasonably determine, and all reasonable fees and
expenses of any such Persons shall be paid by the Borrower.

16.3. NO LIABILITY. Neither the Agent nor any of its shareholders,
directors, officers, employees, affiliates nor any other Person assisting them
in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Agent or such
other Person, as the case may be, may be liable for losses due to its willful
misconduct or gross negligence.

16.4. NO REPRESENTATIONS. The Agent shall not be responsible for the
execution or validity or enforceability of this Credit Agreement, the Notes, the
Letters of Credit, any of the other Loan Documents or any instrument at any time
constituting, or intended to constitute, collateral security for the Notes, or
for the value of any such collateral security or for the validity,
enforceability or collectability of any such amounts owing with respect to the
Notes, or for any recitals or statements, warranties or representations made
herein or in any of the other Loan Documents or in any certificate or instrument
hereafter furnished to it by or on behalf of the Borrower or any of its
Subsidiaries, or be bound to ascertain or inquire as to the performance or
observance of any of the terms, conditions, covenants or agreements herein or in
any instrument at any time constituting, or intended to constitute, collateral
security for the Notes or to inspect any of the properties, books or records of
the Borrower or any of its Subsidiaries. The Agent shall not be bound to
ascertain whether any notice, consent, waiver or request delivered to it by the
Borrower or any holder of any of the Notes shall have been duly authorized or is
true, accurate and complete. The Agent has not made nor does it now make any
representations or warranties, express or implied, nor does it assume any
liability to the Banks, with respect to the credit worthiness or financial
conditions of the Borrower or any of its Subsidiaries. Each Bank acknowledges
that it has, independently and without reliance upon the Agent or any other
Bank, and

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based upon such information and documents as it has deemed appropriate, made its
own credit analysis and decision to enter into this Credit Agreement.

16.5. PAYMENTS.

16.5.1. PAYMENTS TO AGENT. A payment by the Borrower to the
Agent hereunder or any of the other Loan Documents for the account of
any Bank shall constitute a payment to such Bank. The Agent agrees
promptly to distribute to each Bank such Bank's pro rata share of
payments received by the Agent for the account of the Banks except as
otherwise expressly provided herein or in any of the other Loan
Documents.

16.5.2. DISTRIBUTION BY AGENT. If in the opinion of the Agent
the distribution of any amount received by it in such capacity
hereunder, under the Notes or under any of the other Loan Documents
might involve it in liability, it may refrain from making distribution
until its right to make distribution shall have been adjudicated by a
court of competent jurisdiction. If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the Agent is
to be repaid, each Person to whom any such distribution shall have been
made shall either repay to the Agent its proportionate share of the
amount so adjudged to be repaid or shall pay over the same in such
manner and to such Persons as shall be determined by such court.

16.5.3. DELINQUENT BANKS. Notwithstanding anything to the
contrary contained in this Credit Agreement or any of the other Loan
Documents, any Bank that fails (a) to make available to the Agent its
pro rata share of any Loan or to purchase any Letter of Credit
Participation or (b) to comply with the provisions of Section 15 with
respect to making dispositions and arrangements with the other Banks,
where such Bank's share of any payment received, whether by setoff or
otherwise, is in excess of its pro rata share of such payments due and
payable to all of the Banks, in each case as, when and to the full
extent required by the provisions of this Credit Agreement, shall be
deemed delinquent (a "Delinquent Bank") and shall be deemed a
Delinquent Bank until such time as such delinquency is satisfied. A
Delinquent Bank shall be deemed to have assigned any and all payments
due to it from the Borrower, whether on account of outstanding Loans,
Unpaid Reimbursement Obligations, interest, fees or otherwise, to the
remaining nondelinquent Banks for application to, and reduction of,
their respective pro rata shares of all outstanding Loans and Unpaid
Reimbursement Obligations. The Delinquent Bank hereby authorizes the
Agent to distribute such payments to the nondelinquent Banks in
proportion to their respective pro rata shares of all outstanding Loans
and Unpaid Reimbursement Obligations. A Delinquent Bank shall be deemed
to have satisfied in full a delinquency when and if, as a result of
application of the assigned payments to all outstanding Loans and
Unpaid Reimbursement Obligations of the nondelinquent Banks, the Banks'
respective pro rata shares of all outstanding Loans and Unpaid
Reimbursement Obligations have returned to those in

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effect immediately prior to such delinquency and without giving effect
to the nonpayment causing such delinquency.

16.6. HOLDERS OF REVOLVING CREDIT NOTES. The Agent may deem and treat
the payee of any Note or the purchaser of any Letter of Credit Participation as
the absolute owner or purchaser thereof for all purposes hereof until it shall
have been furnished in writing with a different name by such payee or by a
subsequent holder, assignee or transferee.

16.7. INDEMNITY. The Banks ratably agree hereby to indemnify and hold
harmless the Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which the Agent or such affiliate has not
been reimbursed by the Borrower as required by Section 17), and liabilities of
every nature and character arising out of or related to this Credit Agreement,
the Notes, or any of the other Loan Documents or the transactions contemplated
or evidenced hereby or thereby, or the Agent's actions taken hereunder or
thereunder, except to the extent that any of the same shall be directly caused
by the Agent's willful misconduct or gross negligence.

16.8. AGENT AS BANK. In its individual capacity, FNBB shall have the
same obligations and the same rights, powers and privileges in respect to its
Commitment and the Loans made by it, and as the holder of any of the Notes and
as the purchaser of any Letter of Credit Participations, as it would have were
it not also the Agent.

16.9. RESIGNATION. The Agent may resign at any time by giving sixty
(60) days prior written notice thereof to the Banks and the Borrower. Upon any
such resignation, the Majority Banks shall have the right to appoint a successor
Agent. Unless an Event of Default shall have occurred and be continuing, such
successor Agent shall be reasonably acceptable to the Borrower. If no successor
Agent shall have been so appointed by the Majority Banks and shall have accepted
such appointment within thirty (30) days after the retiring Agent's giving of
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a financial institution having a
rating of not less than A or its equivalent by Standard & Poor's Corporation.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation, the provisions of this Credit Agreement and the
other Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Agent.

16.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Bank hereby
agrees that, upon learning of the existence of a Default or an Event of Default,
it shall promptly notify the Agent thereof. The Agent hereby agrees that upon
receipt

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of any notice under this Section 16.10 it shall promptly notify the other Banks
of the existence of such Default or Event of Default.

17. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of producing and
reproducing this Credit Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (b) subject to Section 6.12 and
20.8 hereof, any taxes (including any interest and penalties in respect thereto)
payable by the Agent or any of the Banks (other than taxes based upon the
Agent's or any Bank's net income and without duplication for any taxes already
paid pursuant to Section 6.3) on or with respect to the transactions
contemplated by this Credit Agreement (the Borrower hereby agreeing to indemnify
the Agent and each Bank with respect thereto), (c) the reasonable fees, expenses
and disbursements of the Agent's Special Counsel or any local counsel to the
Agent incurred in connection with the preparation, administration or
interpretation (with the Borrower's obligation to pay such expenses relating to
interpretation being subject, only prior to the occurrence and continuation of a
Default or an Event of Default, to having received notice of the Agent's
intention to consult with counsel) of the Loan Documents and other instruments
mentioned herein, each closing hereunder, and amendments, modifications,
approvals, consents or waivers hereto or hereunder, (d) without duplication for
the fees set forth and paid pursuant to the Fee Letter, the reasonable fees,
expenses and disbursements of the Agent or any of its affiliates incurred by the
Agent or such affiliate in connection with the preparation, syndication,
administration or interpretation of the Loan Documents and other instruments
mentioned herein, including all appraisal charges, (e) all reasonable
out-of-pocket expenses (including without limitation reasonable attorneys' fees
and costs, which attorneys may be employees of any Bank or the Agent or its
affiliates, and reasonable consulting, accounting, appraisal, investment banking
and similar professional fees and charges) incurred by any Bank or the Agent or
its affiliates in connection with (i) the enforcement of or preservation of
rights under any of the Loan Documents against the Borrower or any of its
Subsidiaries or the administration thereof after the occurrence of a Default or
Event of Default and (ii) any litigation, proceeding or dispute whether arising
hereunder or otherwise, in any way related to any Bank's or the Agent's
relationship with the Borrower or any of its Subsidiaries; provided however, in
connection with any litigation by the Borrower against any Bank or the Agent, to
the extent a court of competent jurisdiction issues a final, unappealable
judgment in such litigation against the Bank or the Agent, as the case may be,
the Agent or such Bank, as the case may be, shall reimburse the Borrower for any
expenses paid by the Borrower to the Agent or such Bank, as the case may be, in
connection with such litigation, (f) all reasonable fees, expenses and
disbursements of any Bank or the Agent incurred in connection with UCC searches,
UCC filings or mortgage recordings and (g) all reasonable fees, expenses and
disbursements of the Agent or its affiliates in connection with syndication of
the Credit Agreement. The covenants of this Section 17 shall survive payment or
satisfaction of all other Obligations.

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18. INDEMNIFICATION.

The Borrower agrees to indemnify and hold harmless the Agent, its
affiliates and the Banks from and against any and all claims, actions and suits
whether groundless or otherwise, and from and against any and all liabilities,
losses, damages and expenses of every nature and character arising out of this
Credit Agreement or any of the other Loan Documents or the transactions
contemplated hereby including, without limitation, (a) any actual or proposed
use by the Borrower or any of its Subsidiaries of the proceeds of any of the
Loans or Letters of Credit, (b) the Borrower or any of its Subsidiaries entering
into or performing this Credit Agreement or any of the other Loan Documents or
(c) with respect to the Borrower and its Subsidiaries and their respective
properties and assets, the violation of any Environmental Law, the presence,
disposal, escape, seepage, leakage, spillage, discharge, emission, release or
threatened release of any Hazardous Substances or any action, suit, proceeding
or investigation brought or threatened with respect to any Hazardous Substances
(including, but not limited to, claims with respect to wrongful death, personal
injury or damage to property), in each case including, without limitation, the
reasonable fees and disbursements of counsel and allocated costs of internal
counsel incurred in connection with any such investigation, litigation or other
proceeding unless, in any such case, losses or liabilities resulted solely from
the gross negligence or willful misconduct of the party seeking to be
indemnified. In litigation, or the preparation therefor, the Banks, the Agent
and its affiliates shall be entitled to select their own counsel and, in
addition to the foregoing indemnity, the Borrower agrees to pay promptly the
reasonable fees and expenses of such counsel. If, and to the extent that the
obligations of the Borrower under this Section 18 are unenforceable for any
reason, the Borrower hereby agrees to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law. The covenants contained in this Section 18 shall survive payment
or satisfaction in full of all other Obligations.

19. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties made herein,
in the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of the Borrower or any of its Subsidiaries
pursuant hereto shall be deemed to have been relied upon by the Banks and the
Agent, notwithstanding any investigation heretofore or hereafter made by any of
them, and shall survive the making by the Banks of any of the Loans and the
issuance, extension or renewal of any Letters of Credit, as herein contemplated,
and shall continue in full force and effect so long as any Letter of Credit or
any amount due under this Credit Agreement or the Notes or any of the other Loan
Documents remains outstanding or any Bank has any obligation to make any Loans
or the Agent has any obligation to issue, extend or renew any Letter of Credit,
and for such further time as may be otherwise expressly specified in this Credit
Agreement. All factual statements contained in any certificate or other paper
delivered to any Bank or the Agent at any time by or on behalf of the Borrower
or any of its Subsidiaries pursuant hereto or in connection with the
transactions contemplated

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hereby shall constitute representations and warranties by the Borrower or such
Subsidiary hereunder.

20. ASSIGNMENT AND PARTICIPATION.

20.1. CONDITIONS TO ASSIGNMENT BY BANKS. Except as provided herein,
each Bank may assign to one or more Eligible Assignees all or a portion of its
interests, rights and obligations under this Credit Agreement (including all or
a portion of its Commitment Percentage and Commitment and the same portion of
the Loans at the time owing to it, the Notes held by it and its participating
interest in the risk relating to any Letters of Credit); provided that (a) each
of the Agent and, unless an Event of Default shall have occurred and be
continuing, the Borrower shall have given its prior written consent to such
assignment, which consent, in the case of the Borrower, will not be unreasonably
withheld, (b) each such assignment shall be of a constant, and not a varying,
percentage of all the assigning Bank's rights and obligations under this Credit
Agreement, (c) each assignment shall be in an amount that is a minimum amount of
$5,000,000 (or such lesser amount if it is the assignors entire Commitment), (d)
any Assignor making an assignment hereunder shall, simultaneously with making
any assignment hereunder, also assign to the Eligible Assignee a pro rata
portion of such assignor's interests, rights and obligations under the FIUI
Credit Agreement, and (e) the parties to such assignment shall execute and
deliver to the Agent, for recording in the Register (as hereinafter defined), an
Assignment and Acceptance, substantially in the form of Exhibit F hereto (an
"Assignment and Acceptance"), together with any Notes subject to such assignment
and the Security Trust Deed. Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five (5) Business Days after
the execution thereof, (i) the assignee thereunder shall be a party hereto and,
to the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the
extent provided in such assignment and upon payment to the Agent of the
registration fee referred to in Section 20.3, be released from its obligations
under this Credit Agreement.

20.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS.
By executing and delivering an Assignment and Acceptance, the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows:

(a) other than the representation and warranty that it is the
legal and beneficial owner of the interest being assigned thereby free
and clear of any adverse claim, the assigning Bank makes no
representation or warranty, express or implied, and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with this Credit Agreement or
the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or the
attachment, perfection or priority of any security interest or
mortgage,

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(b) the assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of
the Borrower and its Subsidiaries or any other Person primarily or
secondarily liable in respect of any of the Obligations, or the
performance or observance by the Borrower and its Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations of any of their obligations under this Credit Agreement or
any of the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto;

(c) such assignee confirms that it has received a copy of this
Credit Agreement, together with copies of the most recent financial
statements referred to in Section 8.4 and Section 9.4 and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and
Acceptance;

(d) such assignee will, independently and without reliance
upon the assigning Bank, the Agent or any other Bank and based on such
documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking
action under this Credit Agreement;

(e) such assignee represents and warrants that it is an
Eligible Assignee;

(f) such assignee appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under
this Credit Agreement and the other Loan Documents as are delegated to
the Agent by the terms hereof or thereof, together with such powers as
are reasonably incidental thereto;

(g) such assignee agrees that it will perform in accordance
with their terms all of the obligations that by the terms of this
Credit Agreement are required to be performed by it as a Bank;

(h) such assignee represents and warrants that it is legally
authorized to enter into such Assignment and Acceptance; and

(i) such assignee acknowledges that it has made arrangements
with the assigning Bank satisfactory to such assignee with respect to
its pro rata share of Letter of Credit Fees in respect of outstanding
Letters of Credit.

20.3. REGISTER. The Agent shall maintain a copy of each Assignment and
Acceptance delivered to it and a register or similar list (the "Register") for
the recordation of the names and addresses of the Banks and the Commitment
Percentage of, and principal amount of the Loans owing to and Letter of Credit
Participations purchased by, the Banks from time to time. The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Agent and the Banks may treat each Person whose name is recorded
in the Register as a

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Bank hereunder for all purposes of this Credit Agreement. The Register shall be
available for inspection by the Borrower and the Banks at any reasonable time
and from time to time upon reasonable prior notice. Upon each such recordation,
the assigning Bank agrees to pay to the Agent a registration fee in the sum of
$3,000.

20.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Agent shall (a) record the information contained therein in
the Register, and (b) give prompt notice thereof to the Borrower and the Banks
(other than the assigning Bank). Within five (5) Business Days after receipt of
such notice, the Borrower, at its own expense, shall execute and deliver to the
Agent, in exchange for each surrendered Note, a new Note to the order of such
Eligible Assignee in an amount equal to the amount assumed by such Eligible
Assignee pursuant to such Assignment and Acceptance and, if the assigning Bank
has retained some portion of its obligations hereunder, a new Note to the order
of the assigning Bank in an amount equal to the amount retained by it hereunder.
Such new Notes shall provide that they are replacements for the surrendered
Notes, shall be in an aggregate principal amount equal to the aggregate
principal amount of the surrendered Notes, shall be dated the effective date of
such in Assignment and Acceptance and shall otherwise be substantially the form
of the assigned Notes. The surrendered Notes shall be cancelled and returned to
the Borrower.

20.5. PARTICIPATIONS. Each Bank may sell participations to one or more
banks or other entities in all or a portion of such Bank's rights and
obligations under this Credit Agreement and the other Loan Documents; provided
that (a) each such participation shall be in an amount of not less than
$5,000,000, (b) any such sale or participation shall not affect the rights and
duties of the selling Bank hereunder to the Borrower and (c) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans, extend the term or increase the
amount of the Commitment of such Bank as it relates to such participant, reduce
the amount of any commitment fees or Letter of Credit Fees to which such
participant is entitled or extend any regularly scheduled payment date for
principal or interest.

20.6. DISCLOSURE. The Borrower agrees that in addition to disclosures
made in accordance with standard and customary banking practices any Bank may
disclose information obtained by such Bank pursuant to this Credit Agreement to
assignees or participants and potential assignees or participants hereunder;
provided that such assignees or participants or potential assignees or
participants shall agree (a) to treat in confidence such information unless such
information otherwise becomes public knowledge, (b) not to disclose such
information to a third party, except as required by law or legal process and (c)
not to make use of such information for purposes of transactions unrelated to
such contemplated assignment or participation.

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20.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWER. If any
assignee Bank is an Affiliate of the Borrower, then any such assignee Bank shall
have no right to vote as a Bank hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Agent pursuant to Section 14.1 or
Section 14.2, and the determination of the Majority Banks shall for all purposes
of this Agreement and the other Loan Documents be made without regard to such
assignee Bank's interest in any of the Loans. If any Bank sells a participating
interest in any of the Loans or Reimbursement Obligations to a participant, and
such participant is the Borrower or an Affiliate of the Borrower, then such
transferor Bank shall promptly notify the Agent of the sale of such
participation. A transferor Bank shall have no right to vote as a Bank hereunder
or under any of the other Loan Documents for purposes of granting consents or
waivers or for purposes of agreeing to amendments or modifications to any of the
Loan Documents or for purposes of making requests to the Agent pursuant to
Section 14.1 or Section 14.2 to the extent that such participation is
beneficially owned by the Borrower or any Affiliate of the Borrower, and the
determination of the Majority Banks shall for all purposes of this Agreement and
the other Loan Documents be made without regard to the interest of such
transferor Bank in the Loans to the extent of such participation.

20.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall
retain its rights to be indemnified pursuant to Section 17 with respect to any
claims or actions arising prior to the date of such assignment. If any assignee
Bank is not incorporated under the laws of the United States of America or any
state thereof, it shall, prior to the date on which any interest or fees are
payable hereunder or under any of the other Loan Documents for its account,
deliver to the Borrower and the Agent certification as to its exemption from
deduction or withholding of any United States federal income taxes and comply
with any applicable requests under Section 6.12. If any Reference Bank transfers
all of its interest, rights and obligations under this Credit Agreement, the
Agent shall, in consultation with the Borrower and with the consent of the
Borrower and the Majority Banks, appoint another Bank to act as a Reference Bank
hereunder. Anything contained in this Section 20 to the contrary
notwithstanding, any Bank may at any time pledge all or any portion of its
interest and rights under this Credit Agreement (including all or any portion of
its Notes) to any of the twelve Federal Reserve Banks organized under Section 4
of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the
enforcement thereof shall release the pledgor Bank from its obligations
hereunder or under any of the other Loan Documents.

20.9. ASSIGNMENT BY BORROWER. The Borrower shall not assign or transfer
any of its rights or obligations under any of the Loan Documents without the
prior written consent of each of the Banks, provided that the Borrower shall be
permitted to transfer all of its rights and obligations to another branch of the
Borrower located in another jurisdiction with the consent of the Agent and the
Majority Banks.

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21. NOTICES, ETC.

Except as otherwise expressly provided in this Credit Agreement, all
notices and other communications made or required to be given pursuant to this
Credit Agreement or the Notes or any Letter of Credit Applications shall be in
writing and shall be delivered in hand, mailed by United States registered or
certified first class mail, postage prepaid, sent by overnight courier, or sent
by telegraph, telecopy, facsimile or telex and confirmed by delivery via courier
or postal service, addressed as follows:

(a) if to the Borrower, at Room 908 Dominion center, 00-00
Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx, Attention: Chief Financial
Officer, with a copy to 0000 Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx, 00000
Attention: Senior Vice President - Finance & Administration, or at such
other address for notice as the Borrower shall last have furnished in
writing to the Person giving the notice;

(b) if to the Agent, at 000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, XXX, Attention: High Technology Division, with a
copy to 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, Xxxxxxxxxx 00000,
Attention: Xxx X. Xxxxxx, Vice President, or such other address for
notice as the Agent shall last have furnished in writing to the Person
giving the notice; and

(c) if to any Bank, at such Bank's address set forth on
Schedule 1 hereto, or such other address for notice as such Bank shall
have last furnished in writing to the Person giving the notice.

Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (a) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(b) if sent by registered or certified first-class mail, postage prepaid, on the
third Business Day following the mailing thereof.

22. GOVERNING LAW.

THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF SAID STATE OF NEW YORK (EXCLUDING THE LAWS APPLICABLE TO
CONFLICTS OR CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY

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MAIL AT THE ADDRESS SPECIFIED IN SECTION21. THE BORROWER HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY
SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

23. HEADINGS.

The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

24. COUNTERPARTS.

This Credit Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart, each of which
when executed and delivered shall be an original, and all of which together
shall constitute one instrument. In proving this Credit Agreement it shall not
be necessary to produce or account for more than one such counterpart signed by
the party against whom enforcement is sought.

25. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in connection
herewith or therewith express the entire understanding of the parties with
respect to the transactions contemplated hereby. Neither this Credit Agreement
nor any term hereof may be changed, waived, discharged or terminated, except as
provided in Section 27.

26. WAIVER OF JURY TRIAL.

The Borrower hereby waives its right to a jury trial with respect to
any action or claim arising out of any dispute in connection with this Credit
Agreement, the Notes or any of the other Loan Documents, any rights or
obligations hereunder or thereunder or the performance of which rights and
obligations. Except as prohibited by law, the Borrower hereby waives any right
it may have to claim or recover in any litigation referred to in the preceding
sentence any special, exemplary, punitive or consequential damages or any
damages other than, or in addition to, actual damages. The Borrower (a)
certifies that no representative, agent or attorney of any Bank or the Agent has
represented, expressly or otherwise, that such Bank or the Agent would not, in
the event of litigation, seek to enforce the foregoing waivers and (b)
acknowledges that the Agent and the Banks have been induced to enter into this
Credit Agreement, the other Loan Documents to which it is a party and the
Subordination Documents to which it is a party by, among other things, the
waivers and certifications contained herein.

27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Any consent or approval required or permitted by this Credit Agreement
to be given by all of the Banks may be given, and any term of this Credit
Agreement,

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the other Loan Documents or any other instrument related hereto or mentioned
herein may be amended, and the performance or observance by the Borrower or any
of its Subsidiaries of any terms of this Credit Agreement, the other Loan
Documents or such other instrument or the continuance of any Default or Event of
Default may be waived (either generally or in a particular instance and either
retroactively or prospectively) with, but only with, the written consent of the
Borrower and the written consent of the Majority Banks. Notwithstanding the
foregoing, the rate of interest on the Notes (other than interest accruing
pursuant to Section 6.11.2 following the effective date of any waiver by the
Majority Banks of the Default or Event of Default relating thereto), the term of
the Notes, the amount of the Commitments of the Banks, and the amount of
commitment fee or Letter of Credit Fees hereunder may not be changed without the
written consent of the Borrower and the written consent of each Bank affected
thereby; the definition of Majority Banks may not be amended without the written
consent of all of the Banks; and the amount of the Agent's Fee or any Letter of
Credit Fees payable for the Agent's account and Section 16 may not be amended
without the written consent of the Agent. No waiver shall extend to or affect
any obligation not expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of the Agent or any Bank in
exercising any right shall operate as a waiver thereof or otherwise be
prejudicial thereto. No notice to or demand upon the Borrower shall entitle the
Borrower to other or further notice or demand in similar or other circumstances.

28. SEVERABILITY.

The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Credit Agreement in any jurisdiction.

29. CONFIDENTIALITY.

The Agent and each Bank agrees to exercise reasonable efforts to keep
any confidential information delivered or made available by the Borrower to it
confidential from anyone other than persons employed or retained by the Agent,
its affiliates or such Bank or its affiliates, including legal counsel, who are
or are expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided, however, that nothing herein shall prevent
the Agent or any Bank or any of their respective affiliates from disclosing such
information (a) to any replacement Agent or other Bank or their respective
affiliates, (b) upon the order of any court or administrative agency, (c) upon
the request or demand of any regulatory agency or authority having jurisdiction
over the Agent or such Bank or such affiliate, (d) which has been publicly
disclosed by or on behalf of the Borrower, (e) to the extent reasonably required
in connection with any litigation to which the Agent, any Bank or their
respective affiliates may be a party, (f) to the extent reasonably required in
connection with any audits or accountings and (g) to any actual or proposed
participant, assignee or other transferee of all or part of its rights
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hereunder which has agreed in writing to be bound by the provisions of this
Section 28; provided, that, should disclosure of any such confidential
information be required by virtue of the foregoing clauses (b), (c) or (e), the
party making such disclosure shall promptly notify the Borrower as to allow the
Borrower to seek a protective order or to take any other appropriate action;
provided, further, that, neither the Agent nor any Bank shall be required to
violate directive to disclose any such information so as to allow the Borrower
to effect any such action.

30. HONG KONG BRANCH; FULL RECOURSE OBLIGATIONS.

Notwithstanding anything to the contrary contained herein, but subject
to Section 20.9, all Loans shall be made to the Borrower at its Hong Kong
branch, and all payments of principal and interest by the Borrower with respect
to the Loans will be made by the Borrower through its Hong Kong branch,
provided, however, that notwithstanding the foregoing, the Borrower acknowledges
that the Obligations hereunder are full recourse to Flextronics International
Ltd. and are in no manner limited to any extent to any branch thereof and shall
in no manner impair the Agent's or any Bank's ability to collect any Obligation
from the Borrower.

31. CURRENCY ADJUSTMENTS.

To the extent that any limitation set forth in any covenant or pursuant
to Section 14 hereof is expressed in Dollars but is incurred in a currency other
than Dollars, and, as a result of currency fluctuations the amount of such
Indebtedness exceeds the amounts permitted hereunder by more than five percent
(5%) (after giving effect to any related hedge arrangement), the Borrower shall
have two (2) Business Days to cause the amounts to be reduced to an amount which
would not violate the terms and conditions of this Credit Agreement.

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IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

FLEXTRONICS INTERNATIONAL LTD.

By: /s/ XXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer

THE FIRST NATIONAL BANK OF BOSTON,
individually and as Agent

By: /s/ XXX X. XXXXXX
--------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
102
FIL Revolving Credit and Term
Loan Agreement Schedules

103

Schedule 1

Banks' Commitments

Commitment
Percentage of
Revolving
Credit
Loans, Term
Revolving Loans and
Credit Loan Term Loan Letters of
Bank Commitment Commitment Credit
-------------- ----------- ---------- -------------

The First National
Bank of Boston $85,000,000 $70,000,000 100%

Domestic Lending Office:
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn:
High Technology
Division

Eurodollar
Lending Office:
Same
----------- ----------- ----
Totals: $85,000,000 $70,000,000 100%
----------- ----------- ----
104
SCHEDULE 8.19(a)
SUBSIDIARIES

a. Subsidiaries of Flextronics International Ltd.:

Flextronics International USA, Inc.
Flextronics International (UK) Ltd.
Flextronics Manufacturing (HK) Ltd.
Flextronics Singapore Pte. Ltd.
Flextronics Holding (UK) Ltd.
Flextronics de Mexico, S.A. de C.V. (99%)
Astron Technologies Ltd.
Hiromichi, Ltd. (in liquidation)

105
SCHEDULE 8.19(b)
SUBSIDIARIES OF SUBSIDIARIES

a. Subsidiaries of Flextronics Singapore Pte. Ltd.:

Flextronics Computer (Shekou) Ltd.
Flextronics Industrial (Shenzhen) Co., Ltd.
Flextronics Malaysia Sdn Bhd
Flextronics International Marketing (L) Ltd.

b. Subsidiaries of Flextronics Holding (UK) Ltd.:

Flextronics Holdings AB
Flextronics International Sweden AB

c. Subsidiaries of Flextronics Manufacturing (HK) Ltd.:

Astron Group Ltd.
Zhuhai Dao Men Xxxx Xx Technology Co., Ltd.
Zhuhai Dao Men Xxxx Xx Electronics Co., Ltd. (96.25%)

d. Subsidiaries of Flextronics International (USA) Inc.:

Flex Asia (UK) Ltd.
Flextronics de Mexico, S.A. de C.V. (1%)

e. Subsidiaries of FICO Holding Ltd.:

Forest Keyboard Manufacturing (Shenzhen) Ltd.

106
SCHEDULE 8.25
INSURANCE

See attached schedule of FIL insurance policies.

107
FLEXTRONICS, ETAL
EVIDENCE OF PROPERTY AND CASUALTY INSURANCE
MARCH 27, 1997

POLICIES ISSUED IN THE USA

FLEXTRONICS TECHNOLOGY, A DIVISION OF FLEXTRONICS INTERNATIONAL USA, INC.

POLICY COVERAGES LIMITS DEDUCTIBLE INSURER NUMBER
------ --------- ------ ---------- ------- ------

Property Blanket Bldgs. 2,911,000 5,000 Federal Ins. Co. 35373062
0000 Xxxxx Xxx.
0000 X. Xxxxxxx Xxx.
Xxx Xxxx, XX

Business Personal 39,318,000 5,000
Property - Blanket USA
Locations

Business Income - Blanket 40,149,000 5,000
USA Locations

Accounts Receivable 5,000
0000 Xxxxx Xxxxxx 11,000,000
0000 Xxxxxxx Xxxxxx 2,900,000

Valuable Papers 100,000 5,000
Ea. Location

Domestic Transit 300,000 5,000
Ea. Claim
Energy Systems (Boiler and Machinery) Policy Limit
Property 5,000
Business Interruption 24 hr. waiting
period + ded.

1
Flextronics 4/4/97
108

POLICY COVERAGES LIMITS DEDUCTIBLE INSURER NUMBER
------ --------- ------ ---------- ------- ------

Domestic Bodily Injury and Property Damage 1,000,000
General Personal & Advertising Injury 1,000,000
Liability Fire Legal Liability Included
General Aggregate 2,000,000
Products/Completed Operations/Aggregate 1,000,000

Business Bodily Injury and Property-Ea Accident 1,000,000 Federal Ins. Co. 73166464
Automobile Medical Payments - Ea Person 5,000
Uninsured Motorists 1,000,000
Comprehensive $1000 Ded.
Collision $1000 Ded.

COVERAGES WRITTEN IN SINGAPORE

Flextronics International Ltd and/or Subsidiaries and/or Associated Companies as Owners

Property Singapore - Block 000, Xxxx Xxxx Xxxx Xxxxxxx Ins. Co. Cover Note #0368
Bldgs./Personal Property 9,300,000
Business Interruption 15,500,000
Accounts Receivable 400,000

Hong Kong
Bldgs./Personal Property 509,000
Business Interruption 3,050,000
Accounts Receivable 300,000

Singapore - Block 514, Chai Xxxx Xxxx 0
Bldgs./Personal Property 13,208,000
Business Interruption 15,000,000
Accounts Receivable

Malaysia - DIC
Blds./Personal Property 14,400,000
Business Interruption 24,650,000
Accounts Receivable 12,000,000

109

POLICY COVERAGES LIMITS DEDUCTIBLE INSURER NUMBER
------ --------- ------ ---------- ------- ------

Shezhen, PRC - DIC
Bldgs./Personal Property 18,500,000
Business Interruption 20,961,200
Accounts Receivable 0

General Bodily Injury and Property Damage 1,000,000 Federal Ins. Co. Cover Note #0369
Liability Products - Xxxxxxxxx 0,000,000
Xxxxxxxxx, Xxxx Xxxx, Xxxxxxxx and
Shenzhen, PRC

Excess Bodily Injury and Property Damage
Liability Each Occurrence 6,000,000 Cover Note #0371
Aggregate 6,000,000

(Coverage is extended to cover Worldwide
Operations)

Marine Worldwide Coverage - All Operations
Cargo Aircraft, Vessel or conveyance 2,000,000
Parcel Post 50,000
Anyone exhibition/exhibition 250,000

Lenders' Loss Payable and Additional Insured being
amended to read:
The First National Bank of Boston, as agent
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000

Flextronics 3

110
SCHEDULE 10.1
PERMITTED INDEBTEDNESS

a. Attached is a listing of all capital leases representing aggregate
outstanding obligations of approximately $15.8 million, and guarantees
of certain of such leases. [Omitted]

b. Barclays Banking Facility and ECSC loans to Flextronics International
UK Ltd., having an aggregate outstanding balance of approximately 2.375
Million Pounds.

c. Facilities provided to Astron Group Ltd. by the Bank of China as
follows:

1. Overdraft facility in the maximum amount of HK $2,000,000.

2. Letter of credit and inward bills facility in the maximum
amount of HK $4,000,000.

3. Letter of guarantee issuance facility in the maximum amount of
up to HK $442,300,000.

4. Guarantees of the prepayment of principal of the foregoing up
to HK $6,442,300 by the Borrower.

d. Facilities provided to Astron Group Ltd. by the Hong Kong and Shanghai
Banking Corporation Limited as follows:

1. Overdraft facility in the maximum amount of HK $1,000,000.

2. Import/Export facility in the form of documentary credits to
suppliers in the maximum amount of HK $3,000,000.

e. Astron Group Ltd. has guaranteed the repayment to the Hong Kong and
Shanghai Banking Corporation of a U.S. dollar loan in the principal
amount of $769,200.

f. Astron Group Ltd. has guaranteed, and the Borrower may guarantee, the
repayment to the Bank of China of a term loan to Xxxxxxxx International
Ltd. in the amount of HK $10,000,000.

g. Notes totaling approximately $5 million payable February 1998 pursuant
to the Agreement dated January 6, 1996 among Alberton Holdings Limited,
OMAC Sales Limited, and FIL.

h. Payment of $15 million payable June 1998 pursuant to the Services
Agreement dated February 2, 1996 among FIL, Astron Technologies
Limited, and Croton Technology Ltd.

i. Notes payable under the Sale and Purchase Agreement dated November 29,
1996 among FIL, FICO Forest Industrial Consolidated and FICO Investment
Holding Limited and the Call Option Agreement dated December 20, 1996
between FIL and FICO Forest Industrial Co. Ltd. of $2,200,000 due April
1997 plus additional amounts due if the option to purchase the
remaining 60% of stock is exercised.

111
j. Payment to QuickSil, Inc. of approx. $900,000 (representing a purchase
of minority interest in QuickSil's common stock) upon anticipated
signing of stock purchase agreement.

k. Payment of approximately $2,000,000 (representing a Flextronics
investment in an anticipated joint venture with Dow Chemical Company)
upon signing of anticipated joint venture agreements and establishment
of the joint venture company.

112
Section 10.2
Existing Liens

l. The liens contained in the attached lien search reports for the
following companies are incorporated herein by reference.

Flextronics Manufacturing (HK) Limited
Flextronics International (UK) Limited
Flextronics International Sweden AB
Astron Group Limited
Flextronics Singapore Pte. Ltd.

2. Liens securing leases referred to in Schedule 10.1.

3. Certain deposit accounts of Astron Group Ltd. are pledged as security
to Bank of China and to Hong Kong and Shanghi Bank as security and
letter of credit.

113
Schedule 10.3
Existing Investments

a. Investment under the Sale and Purchase Agreement dated November 29,
1996 among FIL, FICO Forest Industrial Consolidated and FICO Investment
Holding Limited and the Call Option Agreement dated December 20, 1996
between FIL and FICO Forest Industrial Co. Ltd. of $5.2 million in
exchange for 40% interest in FICO of which $2.2 million remains due and
payable in April 1997. The agreement provides for an option to purchase
the remaining 60% of FICO at a price to be determined based upon FICO
financial performance.

b. Investment in QuickSil, Inc. of approx. 900,000 (representing a
purchase of minority interest in QuickSil's common stock) upon
anticipated signing of stock purchase agreement.

c. Investment of approximately $2,000,000 (representing a Flextronics
investment in an anticipated joint venture with Dow Chemical Company)
upon signing of anticipated joint venture agreements and establishment
of the joint venture company.

d. Promissory Note is the principal amount of $1,017,830 of Fast
Multimedia, Inc.

e. Flextronics International Sweden AB has 8 automobile loans 8 loans
outstanding to senior management in Karlskrona totaling approximately
$90,000.

f. Promissory Note dated April 17, 1995 executed by Xxxxxxx X. Xxxxx in
the amount of $300,000 in favor of Flextronics Technologies, Inc. (a
predecessor of FIUSA).

g. Promissory Note and Security Agreement dated December 19, 1996 in the
amount of $650,000 payable by Mr. Xxxxxxx Xxxxx to FIL.

h. Promissory Note dated October 22, 1996 in the amount of $135,900
payable by Mr. Xxxxxxx XxXxxxxx to FIL.

114
EXHIBIT A

FORM OF BORROWING BASE REPORT

__________ __, 199_

To Each of the Banks Referred to Below
c/o The First National Bank of Boston, as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Term Loan Agreement,
dated as of March 27, 1997 (as amended and in effect from time to time, the
"Credit Agreement"), among the undersigned, the lending institutions listed on
the signature pages thereof and such other lending institutions as may become
parties thereto from time to time in accordance with the provisions thereof (the
"Banks") and The First National Bank of Boston, as agent for the Banks (the
"Agent"). Capitalized terms which are used herein without definition and which
are defined in the Credit Agreement shall have the same meanings herein as
therein.

The undersigned hereby certifies as follows: (a) the information
furnished in the materials attached hereto was true, correct and complete as at
the last day of the calendar month immediately preceding the date of this
certificate; (b) as of the date hereof, there exists no Default or Event of
Default; and (c) the representations and warranties contained in Section8 of the
Credit Agreement were correct when made and are correct at and as of the date
hereof.

IN WITNESS WHEREOF, the undersigned has executed this Borrowing Base
Certificate on behalf of Flextronics International Ltd. as of the date first
written above.

FLEXTRONICS INTERNATIONAL LTD.

By:______________________________
Title:
000
-0-

XXXXXXXXX XXXX WORKSHEET

FLEXTRONICS INTERNATIONAL LTD.

As of_________ 19__

1. Eligible Accounts Receivable: $___________________

(a) Multiplied by 0.70 $___________________

2. Eligible Inventory: $___________________

(a) Multiplied by .20 $___________________

3. Total Borrowing Base Availability

a. Item 1(a) plus Item 2(a) $___________________

b. Total FIUI Outstanding $___________________

c. Total Available
Item 3(a) minus Item 3(b) $___________________

4. FIL Borrowing Base Availability:
lesser of (i) $85,000,000 and (ii) Item 3(c) $___________________

5. a. FIL Revolving Credit Loans
Outstanding $___________________

b. Maximum Drawing Amount
of all FIL Letters of Credit
outstanding $___________________

c. Total Outstanding
Item 5(a) plus Item 5(b) $___________________

6. Availability: Item 4 minus Item 5(c) $___________________
116
EXHIBIT B

FORM OF REVOLVING CREDIT NOTE

$_______________ as of March 27, 1997

FOR VALUE RECEIVED, the undersigned FLEXTRONICS INTERNATIONAL LTD., a
company incorporated in Singapore (the "Borrower"), hereby promises to pay to
the order of [INSERT NAME OF LENDER], (the "Bank") at the Agent's Head Office
(as such term is defined in the Credit Agreement referred to below):

(a) prior to or on the Revolving Credit Loan Maturity Date the
principal amount of [INSERT COMMITMENT AMOUNT] DOLLARS
($_______________) or, if less, the aggregate unpaid principal amount
of Revolving Credit Loans advanced by the Bank to the Borrower pursuant
to the Revolving Credit and Term Loan Agreement dated as of March 27,
1997 (as amended and in effect from time to time, the "Credit
Agreement"), among the Borrower, the Bank and the other lending
institutions which are or may become parties thereto;

(b) the principal outstanding hereunder from time to time at
the times provided in the Credit Agreement; and

(c) interest on the principal balance hereof from time to time
outstanding from the Closing Date under the Credit Agreement through
and including the maturity date hereof at the times and at the rate
provided in the Credit Agreement.

This Note evidences borrowings under and has been issued by the
Borrower in accordance with the terms of the Credit Agreement. The Bank and any
holder hereof is entitled to the benefits of the Credit Agreement, the Security
Documents and the other Loan Documents, and may enforce the agreements of the
Borrower contained therein, and any holder hereof may exercise the respective
remedies provided for thereby or otherwise available in respect thereof, all in
accordance with the respective terms thereof. All capitalized terms used in this
Note and not otherwise defined herein shall have the same meanings herein as in
the Credit Agreement.

The Borrower irrevocably authorizes the Bank to make or cause to be
made, at or about the time of the Drawdown Date of any Revolving Credit Loan or
at the time of receipt of any payment of principal of this Note, an appropriate
notation on the grid attached to this Note, or the continuation of such grid, or
any other similar record, including computer records, reflecting the making of
such Revolving Credit Loan or (as the case may be) the receipt of such payment.
The outstanding amount
117
-2-

of the Revolving Credit Loans set forth on the grid attached to this Note, or
the continuation of such grid, or any other similar record, including computer
records, maintained by the Bank with respect to any Revolving Credit Loans shall
be prima facie evidence of the principal amount thereof owing and unpaid to the
Bank, but the failure to record, or any error in so recording, any such amount
on any such grid, continuation or other record shall not limit or otherwise
affect the obligation of the Borrower hereunder or under the Credit Agreement to
make payments of principal of and interest on this Note when due.

The Borrower has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.

If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

No delay or omission on the part of the Bank or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Bank or such holder, nor shall any delay, omission or waiver
on any one occasion be deemed a bar or waiver of the same or any other right on
any further occasion.

The Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

THIS NOTE AND THE OBLIGATIONS OF THE BORROWER HEREUNDER SHALL FOR ALL
PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN
THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND THE
CONSENT TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 21 OF THE CREDIT AGREEMENT. THE BORROWER HEREBY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY
SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
118
-3-

This Note shall be deemed to take effect as a sealed instrument under
the laws of the State of New York.
119
-4-

IN WITNESS WHEREOF, the undersigned has caused this Revolving Credit
Note to be signed in its corporate name and its corporate seal to be impressed
thereon by its duly authorized officer as of the day and year first above
written.

[Corporate Seal]

FLEXTRONICS INTERNATIONAL LTD.

By:_________________________________
Title:
120

--------------------------------------------------------------------------------
Amount of Balance of
Amount Principal Paid Principal Notation
Date of Loan or Prepaid Unpaid Made By:
--------------------------------------------------------------------------------

121
EXHIBIT C

FORM OF
LOAN REQUEST

FLEXTRONICS INTERNATIONAL LTD.
[INSERT ADDRESS]

[Insert Date of Request]

The First National Bank of Boston, as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000

Attention: [________________________]

Re: [LOAN][CONVERSION] REQUEST UNDER REVOLVING CREDIT
AND TERM LOAN AGREEMENT DATED AS OF MARCH 27, 1997

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Term Loan Agreement dated
as of March 27, 1997 (as amended and in effect from time to time, the "Credit
Agreement"), among the undersigned, the Banks named therein and The First
National Bank of Boston, as agent for itself and the other Banks. Capitalized
terms used herein without definition shall have the meanings assigned to such
terms in the Credit Agreement.

[Pursuant to Section [2.6] of the Credit Agreement, we hereby request
that a Revolving Credit Loan in the amount of $_____ be made on __________,
_____, that such Revolving Credit Loan be [a Base Rate Loan] [a Eurodollar Rate
Loan with an Interest Period of [1][2][3][6] months. [Pursuant to Section [4] of
the Credit Agreement, we hereby request that the Term Loan be made on March 27,
1997 and that the Term Loan be a Base Rate Loan.]* This Loan Request constitutes
a certification that the conditions precedent set forth in [Section [12] and]**
Section [13] of the Credit Agreement to the making of the Loans requested
hereby have been satisfied as of the date hereof.]

[Pursuant to Section [2.7] of the Credit Agreement, we hereby request
that Revolving Credit Loans in an amount of $_____ which are currently [Base]
[Eurodollar] Rate Loans be converted to [Base Rate Loans] [Eurodollar Rate
Loans with an Interest Period of [1][2][3][6] months on ______________, ____.]

122
- 2 -

[Pursuant to Section [4.1.4(b)] of the Credit Agreement, we hereby
request that [a portion of] the Term Loan in an amount of $_____ which is
currently a [Base][Eurodollar] Rate Loan be converted to a [Base Rate Loan]
[Eurodollar Rate Loan] on ____________, ____.]

[Insert appropriate disbursement instructions.]***

We understand that this request is irrevocable and binding on us and
obligates us to accept the requested Loan on such date.

Very truly yours,

FLEXTRONICS INTERNATIONAL LTD.

By: ___________________________

Title:_________________________

*denotes language to be included only in the request for the Term Loan to be
funded on the Closing Date.

**denotes language to be included only in the request for the initial
Revolving Credit Loans.

***denotes language to be included only in the initial request on the Closing
Date.

123
EXHIBIT D

FORM OF TERM NOTE

$________________ as of March 27, 1997

FOR VALUE RECEIVED, the undersigned FLEXTRONICS INTERNATIONAL LTD., a
company incorporated in Singapore, (the "Borrower"), hereby promises to pay to
the order of [INSERT NAME OF LENDER] (the "Bank") at the Agent's Head Office (as
such term is defined in the Credit Agreement referred to below):

(a) prior to or on the Term Loan Maturity Date the principal
amount of [INSERT AMOUNT] DOLLARS ($_______________), evidencing the
Term Loan made by the Bank to the Borrower pursuant to the Revolving
Credit and Term Loan Agreement dated as of March 27, 1997 (as amended
and in effect from time to time, the "Credit Agreement"), by and among
the Borrower, the Bank and the other lending institutions which are or
may become parties thereto;

(b) the principal outstanding hereunder from time to time at
the times provided in the Credit Agreement; and

(c) interest from the date hereof on the principal amount from
time to time outstanding to and including the maturity hereof at the
rates and terms and in all cases in accordance with the terms of the
Credit Agreement.

The Borrower irrevocably authorizes the Bank to make or cause to be
made, at the time of receipt of any payment of principal of this Note, an
appropriate notation on the grid attached to this Note, or the continuation of
such grid, or any other similar record, including computer records, reflecting
the receipt of such payment. The outstanding amount of the Term Loan set forth
on the grid attached to this Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Bank with
respect to the Term Loan shall be prima facie evidence of the principal amount
of the Term Loan owing and unpaid to
124
-2-

the Bank, but the failure to record, or any error in so recording, any such
amount on any such grid, continuation or other record shall not limit or
otherwise affect the obligation of the Borrower hereunder or under the Credit
Agreement to make payments of principal of and interest on this Note when due.

This Note shall be deemed to take effect as a sealed instrument under
the laws of the State of New York.
125
-3-

IN WITNESS WHEREOF, the undersigned has caused this Note to be signed
in its corporate name and its corporate seal to be impressed thereon by its duly
authorized officer as of the day and year first above written.

[Corporate Seal]

FLEXTRONICS INTERNATIONAL LTD.

By:_______________________________
Title:
126
EXHIBIT E

FORM OF
COMPLIANCE CERTIFICATE

[Date]

The First National Bank of Boston, as Agent
and the Banks referred to below
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000

Ladies and Gentlemen:

Reference is hereby made to that certain Revolving Credit and Term Loan
Agreement dated as of March 27, 1997, (as amended, modified, supplemented or
restated and in effect from time to time, the "Credit Agreement") among
Flextronics International Ltd., a Singapore limited liability company (the
"Borrower"), The First National Bank of Boston and the other lending
institutions which are, or may in the future become, parties to the Credit
Agreement (collectively, the "Banks") and The First National Bank of Boston as
agent for the Banks (the "Agent"). Capitalized terms used herein without
definition shall have the same meanings herein as in the Credit Agreement.

This is a certificate delivered pursuant to Section 9.4(c) of the
Credit Agreement with respect to calculations of certain components of the
criteria for determining the Applicable Margin and for purposes of evidencing
compliance with the financial covenants provided for in Section 11 of the Credit
Agreement. This certificate has been duly executed by the principal financial or
accounting officer of the Borrower.

To the best of the knowledge and belief of the undersigned: (a) each of
the representations and warranties contained in the Credit Agreement and the
other Loan Documents are true in all material respects as of the date hereof,
with the same effect as if made at and as of the date hereof (except to the
extent of any changes resulting from transactions contemplated or permitted by
the Credit Agreement and the other Loan Documents and to the extent that such
representations and warranties relate expressly to an earlier date); (b)
attached hereto as Appendix I and set forth in reasonable detail are
computations evidencing compliance with the covenants contained in Section 11 of
the Credit Agreement as of the date and for the applicable period to which the
financial statements delivered herewith relate as well as calculations relating
to the Leverage Ratio component of the Applicable Margin criteria as of the date
and for the applicable period to which the financial statements delivered
herewith relate; (c) the information furnished in the calculations attached
hereto was true, accurate, correct, and complete as of the last day of
127
-2-

such period and for such applicable period, as the case may be, subject to
normal year end adjustments; (d) as of the date hereof, no Default or Event of
Default has occurred or is continuing and (e) the [quarterly] [annual] financial
statements delivered to the Banks and the Agent herewith were prepared in
accordance with generally accepted accounting principles (except for the absence
of footnotes required by generally accepted accounting principles) and fairly
represents the financial position of the Borrower and its Subsidiaries as of the
date thereof [(subject, in the case of the quarterly financial statements, to
year-end adjustments)].

In addition, together with this certificate, the Borrower is delivering
to the Agent the financial statements [describe date and period of applicable
financial statements] required pursuant to Section 9.4[a][b] of the Credit
Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as an
instrument under seal as of the date first written above.

FLEXTRONICS INTERNATIONAL LTD.

By:___________________________
Title:
128
EXHIBIT F

FORM OF
ASSIGNMENT AND ACCEPTANCE

Dated as of __________, ______

Reference is made to the Revolving Credit and Term Loan Agreement,
dated as of March 27, 1997 (as from time to time amended and in effect, the
"Credit Agreement"), by and among FLEXTRONICS INTERNATIONAL LTD., a company
incorporated in Singapore (the "Borrower"), the lending institutions referred to
therein as Banks (collectively, the "Banks"), and THE FIRST NATIONAL BANK OF
BOSTON, a national banking association, as agent (in such capacity, the "Agent")
for the Banks. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Credit Agreement.

_________________________________ (the "Assignor") and
_________________________________ (the "Assignee") hereby agree as follows:

1. ASSIGNMENT. Subject to the terms and conditions of this Assignment
and Acceptance, the Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes without recourse to the Assignor, a
$________________ interest in and to the rights, benefits, indemnities and
obligations of the Assignor under the Credit Agreement equal to ________% in
respect of the Total Commitment and the Term Loan immediately prior to the
Effective Date (as hereinafter defined).

2. ASSIGNOR'S REPRESENTATIONS. The Assignor (a) represents and warrants
that (i) it is legally authorized to enter into this Assignment and Acceptance,
(ii) as of the date hereof, its Commitment is $________________, its Commitment
Percentage is ________%, the aggregate outstanding principal balance of its
Revolving Credit Loans equals $________________, the aggregate amount of its
Letter of Credit Participations equals $________________ and the aggregate
outstanding balance of its Term Loan equals $________________ (in each case
before giving effect to the assignment contemplated hereby or to any
contemplated assignments which have not yet become effective), and (iii)
immediately after giving effect to all assignments which have not yet become
effective, the Assignor's Commitment Percentage will be sufficient to give
effect to this Assignment and Acceptance, (b) makes no representation or
warranty, express or implied, and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any of the other Loan Documents or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant thereto or the attachment, perfection or priority of any
security interest or mortgage, other than that it is the legal and beneficial
owner of the interest being assigned by it
129
-2-

hereunder free and clear of any claim or encumbrance; (c) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or any of its Subsidiaries or any other
Person primarily or secondarily liable in respect of any of the Obligations, or
the performance or observance by the Borrower or any of its Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations of any of its obligations under the Credit Agreement or any of the
other Loan Documents or any other instrument or document delivered or executed
pursuant thereto; and (d) attaches hereto the Revolving Credit Note and Term
Note delivered to it under the Credit Agreement.

The Assignor requests that the Borrower exchange the Assignor's
Revolving Credit Note and Term Note for new Revolving Credit and Term Notes
payable to the Assignor and the Assignee as follows:

Notes Payable to Amount of Revolving Amount of
the Order of: Credit Note Term Note
---------------- ------------------- ---------

Assignor $ $
---------------- --------------
Assignee $ $
---------------- --------------

3. ASSIGNEE'S REPRESENTATIONS. The Assignee (a) represents and warrants
that (i) it is duly and legally authorized to enter into this Assignment and
Acceptance, (ii) the execution, delivery and performance of this Assignment and
Acceptance do not conflict with any provision of law or of the charter or
by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all
acts, conditions and things required to be done and performed and to have
occurred prior to the execution, delivery and performance of this Assignment and
Acceptance, and to render the same the legal, valid and binding obligation of
the Assignee, enforceable against it in accordance with its terms, have been
done and performed and have occurred in due and strict compliance with all
applicable laws; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Sections 8.4 and 9.4 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Agent or any other
Bank and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement; (d) represents and warrants that it is an
Eligible Assignee; (e) appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (f) agrees that
it will perform in accordance with their terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Bank; and
(g) acknowledges that it has made arrangements with the Assignor satisfactory to
the Assignee with respect to its pro rata share of Letter of Credit Fees in
respect of outstanding Letters of Credit.
130
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4. EFFECTIVE DATE. The effective date for this Assignment and
Acceptance shall be _________________ (the "Effective Date"). Following the
execution of this Assignment and Acceptance and the consent of the Borrower
hereto having been obtained, each party hereto shall deliver its duly executed
counterpart hereof to the Agent for acceptance by the Agent and recording in the
Register by the Agent. Schedule 1 to the Credit Agreement shall thereupon be
replaced as of the Effective Date by the Schedule 1 annexed hereto.

5. RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and recording,
from and after the Effective Date, (a) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Bank thereunder, and (b) the Assignor
shall, with respect to that portion of its interest under the Credit Agreement
assigned hereunder, relinquish its rights and be released from its obligations
under the Credit Agreement; provided, however, that the Assignor shall retain
its rights to be indemnified pursuant to Section 18 of the Credit Agreement with
respect to any claims or actions arising prior to the Effective Date.

6. PAYMENTS. Upon such acceptance of this Assignment and Acceptance by
the Agent and such recording, from and after the Effective Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to the
Assignee. The Assignor and the Assignee shall make any appropriate adjustments
in payments for periods prior to the Effective Date by the Agent or with respect
to the making of this assignment directly between themselves.

7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO CONFLICT OF LAWS).

8. COUNTERPARTS. This Assignment and Acceptance may be executed in any
number of counterparts which shall together constitute but one and the same
agreement.
131
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IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.

[ASSIGNOR]

By:________________________________
Title:

[ASSIGNEE]

By:________________________________
Title:
CONSENTED TO:

FLEXTRONICS
INTERNATIONAL LTD.

By:_____________________________________
Title:

THE FIRST NATIONAL BANK
OF BOSTON, as Agent

By:_____________________________________
Title:

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Table of Contents

1 Exhibit 5(a) REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of March 27, 1997

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