Exhibit 10.1

MASTER SEPARATION AGREEMENT

DATED AS OF MARCH 28, 2000

BY AND AMONG

CABOT CORPORATION

AND CERTAIN SUBSIDIARIES OF CABOT CORPORATION

AND

CABOT MICROELECTRONICS CORPORATION

                                 ARTICLE 1

                                DEFINITIONS

SECTION 1.01.    DEFINED TERMS..................................................    2

                                 ARTICLE 2

                 TRANSFER AND CONTRIBUTION OF MMD ASSETS;
                     ASSUMPTION OF CERTAIN LIABILITIES
SECTION 2.01.    TRANSFER OF ASSETS.............................................    8
SECTION 2.02.    ASSUMPTION OF LIABILITIES......................................   11
SECTION 2.03.    METHODS OF TRANSFER AND ASSUMPTION.............................   12
SECTION 2.04.    NONASSIGNABLE ASSETS AND ASSUMED LIABILITIES...................   13
SECTION 2.05.    COSTS OF  TRANSFER.............................................   15

                                 ARTICLE 3

                           ANCILLARY AGREEMENTS

                                 ARTICLE 4

                                 COVENANTS
SECTION 4.01.    IPO AND DISTRIBUTION AGREEMENT.................................   16
SECTION 4.02.    REGISTRATION RIGHTS AGREEMENT..................................   16
SECTION 4.03.    JOINT AND SEVERAL LIABILITY....................................   16

                                 ARTICLE 5

                              INDEMNIFICATION

SECTION 5.01.    INDEMNIFICATION BY PARTIES.....................................   17
SECTION 5.02.    INDEMNIFICATION PROCEDURES.....................................   17
SECTION 5.03.    CERTAIN LIMITATIONS............................................   19
SECTION 5.04.    EXISTING LITIGATION TO BE TRANSFERRED TO CMC; COOPERATION......   20

                                 ARTICLE 6

                           ACCESS TO INFORMATION

SECTION 6.01.    ACCESS TO INFORMATION..........................................   20
SECTION 6.02.    RECORD RETENTION...............................................   22
SECTION 6.03.    PRODUCTION OF WITNESSES........................................   22
SECTION 6.04.    REIMBURSEMENT..................................................   23

                                 ARTICLE 7

                               MISCELLANEOUS
SECTION 7.01.    ENTIRE AGREEMENT...............................................   23
SECTION 7.02.    GOVERNING LAW..................................................   23
SECTION 7.03.    PERFORMANCE....................................................   23
SECTION 7.04.    NOTICES........................................................   24
SECTION 7.05.    THIRD PARTY BENEFICIARIES......................................   25
SECTION 7.06.    COUNTERPARTS...................................................   25
SECTION 7.07.    BINDING EFFECT; ASSIGNMENT.....................................   25
SECTION 7.08.    DISPUTE RESOLUTION.............................................   25
SECTION 7.09.    SEVERABILITY...................................................   26
SECTION 7.10.    WAIVER.........................................................   26
SECTION 7.11.    AMENDMENT......................................................   27
SECTION 7.12.    AUTHORITY......................................................   27
SECTION 7.13.    INTERPRETATION.................................................   27

Schedule A                 Ancillary Agreements
Schedule 2.01(a)(i)(A)     Contracts and Agreements
Schedule 2.01(a)(i)(B)     Leasehold Interests in Real Property
Schedule 2.01(a)(i)(C)     Real Property
Schedule 2.01(a)(i)(D)     Management Information Systems and Software
Schedule 2.01(a)(i)(E)     Licenses, Permits and Franchises
Schedule 2.01(a)(i)(F)     Intellectual Property
Schedule 2.01(e)(ii)       Excluded Management Information Systems and Software
Schedule 2.01(e)(iii)(A)   Excluded Trademarks and Service Marks
Schedule 2.01(e)(iii)(B)   Excluded Patents
Schedule 2.01(e)(iii)(C)   Other Excluded Intellectual Property
Schedule 2.01(e)(v)        Other Excluded Assets
Schedule 5.04              Legal Claims

MASTER SEPARATION AGREEMENT

This Master Separation Agreement (this "Agreement") is entered into on March 28, 2000 among Cabot Corporation, a Delaware corporation ("Cabot"), Cabot Carbon Ltd., a United Kingdom corporation ("Cabot Carbon"), Cabot Specialty Chemicals, Inc., a Delaware corporation ("Cabot Specialty"), and together with Cabot Carbon, the "Relevant Cabot Subsidiaries"), and Cabot Microelectronics Corporation, a Delaware corporation ("CMC"). Unless expressly provided otherwise, all references to Cabot shall include all of the Relevant Cabot Subsidiaries. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in Article 1 hereof.

RECITALS

WHEREAS, the Board of Directors of Cabot has determined that it would be in the best interests of Cabot and its stockholders to completely separate the MMD Business (as defined below) from Cabot;

WHEREAS, Cabot has caused CMC to be incorporated in order to effect such separation, Cabot currently owns all of the issued and outstanding common stock of CMC, and CMC currently conducts no business operations and has no significant assets or liabilities;

WHEREAS, the Boards of Directors of Cabot and CMC have each determined that it would be appropriate and desirable for Cabot to contribute and transfer to CMC, and for CMC to receive and assume, directly or indirectly, substantially all of the assets and liabilities currently associated with the MMD Business, including certain of the assets and liabilities currently held by the Relevant Cabot Subsidiaries;

WHEREAS, Cabot and CMC intend that the contribution and assumption of assets and liabilities will qualify either as a tax-free reorganization under
Section 368 (a) (1) (D) of the Code or will be a tax-free transfer of assets under Section 351 of the Code;

WHEREAS, Cabot and CMC currently contemplate that, following the contribution and assumption of assets and liabilities, CMC will make an initial public offering of an amount of CMC's common stock that will reduce Cabot's ownership of CMC, but not below 80%;

WHEREAS, Cabot currently contemplates that, following such initial public offering, Cabot will distribute to the holders of its stock by means of a pro rata distribution all of the shares of CMC common stock owned by Cabot (the "Distribution");

WHEREAS, Cabot and CMC intend that the Distribution will be tax-free to Cabot and its stockholders under the Code; and

WHEREAS, the parties intend in this Agreement, including the Annexes and Schedules hereto, to set forth the arrangements between them regarding the separation of the MMD Business from Cabot.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Defined Terms.

The following terms, as used herein, shall have the following meanings:

"AFFILIATE" of any specified Person means any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such specified Person; provided, however, that for purposes of this Agreement, (i) Cabot and its subsidiaries (other than CMC and its subsidiaries) shall not be considered Affiliates of CMC and (ii) CMC and its subsidiaries shall not be considered Affiliates of Cabot.

"ANCILLARY AGREEMENTS" means each of the agreements which are listed on Schedule A hereto, including any exhibits, schedules, attachments, tables or other appendices thereto, and each agreement and other instrument contemplated therein.

"ANSUNG, KOREA ASSETS" means the MMD Assets located in Ansung, Korea.

"ASSETS" means and includes all property and rights of every kind, nature, character and description, tangible and intangible, real, personal or mixed, wherever located, including, without limitation, the following:

(A) contracts and agreements (whether or not entered into in the ordinary course of business), including without limitation purchase orders issued or received;

(B) real property and the leasehold interests in real property;

(C) licenses, permits or franchises;

(D) Intellectual Property;

(E) Receivables;

(F) Equipment and all existing warranties and guarantees, if any, express

or implied, with respect to the Equipment for the benefit of the owner thereof;

(G) Inventory;

(H) books and records, customer lists, vendor lists, catalogs, research material, technical information, technology, specifications, designs, drawings, processes, and quality control data;

(I) sales promotion and selling literature and promotional and advertising materials;

(J) security (including cash) deposited with third parties and security bonds;

(K) goodwill and going concern value;

(L) prepaid expenses;

(M) claims against other parties; and

(N) tax returns.

"ASSUMED LIABILITIES" has the meaning set forth in Section 2.02(a) of this Agreement.

"BARRY, WALES ASSETS" means the MMD Assets located in Barry, Wales.

"BUSINESS DAY" means a day other than a Saturday, a Sunday or a day on which banking institutions located in the States of Illinois and Massachusetts are authorized or obligated by law or executive order to close.

"CABOT INDEMNITEES" has the meaning set forth in Section 5.01(a) of this Agreement.

"CMC CAPITAL CONTRIBUTION" has the meaning set forth in Section 2.01(b) of this Agreement.

"CMC COMMON STOCK" means the Common stock, $.001 par value per share, of CMC.

"CMC FINANCIAL STATEMENTS" means the financial statements (including the notes thereto) of CMC for the period ended September 30, 1999 as set forth in the IPO Registration Statement.

"CMC INDEMNITEES" has the meaning set forth in Section 5.01(b) of this Agreement.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, together with the rules and regulations promulgated thereunder.

"COMMISSION" means the Securities and Exchange Commission.

"CONTRIBUTION DATE" means March 28, 2000.

"CONTROL" means the possession, direct or indirect, of the power to direct or cause the direction of the management of the policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "CONTROLLING" and "CONTROLLED" have the corollary meanings ascribed thereto.

"DEMAND" has the meaning set forth in Section 7.08 of this Agreement.

"DISPUTES" has the meaning set forth in Section 7.08 of this Agreement.

"DISTRIBUTION" has the meaning set forth in the recitals to this Agreement.

"DISTRIBUTION DATE" means the date to be determined by Cabot in its sole and absolute discretion when the Distribution is completed.

"EQUIPMENT" means equipment, furniture, furnishings, fixtures, machinery, vehicles, telephones and other tangible personal property.

"EXCLUDED ASSETS" has the meaning set forth in Section 2.01(e) of this Agreement.

"EXCLUDED LIABILITIES" has the meaning set forth in Section 2.02(b) of this Agreement.

"FOREIGN ASSETS" means the Ansung, Korea Assets, the Barry, Wales Assets and the Geino, Japan Assets.

"FUMED METAL OXIDE SUPPLY AGREEMENT" means the Fumed Metal Oxide Supply Agreement, dated as of January 20, 2000, between Cabot and CMC.

"GEINO, JAPAN ASSETS" means the MMD Assets located in Geino, Japan.

"INCOME TAX" has the meaning set forth in the Tax Sharing Agreement.

"INFORMATION" means all records, books, contracts, instruments,

computer data and other data.

"INDEBTEDNESS" has the meaning set forth in Section 2.02(b) of this Agreement.

"INDEMNIFYING PARTY" has the meaning set forth in Section 5.02(a) of this Agreement.

"INDEMNITEE" has the meaning set forth in Section 5.02(a) of this Agreement.

"INTELLECTUAL PROPERTY" means the following types of property and all rights to sue for past infringement thereof:

(1) United States and foreign registered and unregistered trademarks and service marks, trademark and service mark registrations, trademark and service mark applications for registrations, trade names, trade dress and the like together with the goodwill associated with such marks, names, registrations and applications for registration;

(2) United States and foreign patents, patent applications, and all other patent rights (including any divisions, continuations, continuations-in-part, reexaminations, extensions, renewals or reissues thereof);

(3) registered and unregistered copyrights, applications for copyright registration and common law copyrights;

(4) technology, information, know-how and trade secrets, including without limitation, recorded knowledge, surveys, engineering reports, manuals, catalogues, research data, proprietary information, photos, art work, editorial materials, formats, syndicated market research data, sales data and other similar information; and

(5) non-governmental licenses, sublicenses, covenants or agreements which relate in whole or in part to any items of the categories mentioned above in any of the foregoing clauses
(1), (2), (3) and (4).

"INTENDED TRANSFEREE" has the meaning set forth in Section 2.04 of this Agreement.

"INTENDED TRANSFEROR" has the meaning set forth in Section 2.04 of this Agreement.

"INVENTORY" means inventories of raw materials, work in progress and finished goods and other supplies on hand, in transit or on order, including, without

limitation, packaging material, stationery, forms, labels, directories and promotional materials

"IPO AND DISTRIBUTION AGREEMENT" means the Initial Public Offering and Distribution Agreement to be entered into between Cabot and CMC on or before the IPO Effective Date.

"IPO EFFECTIVE DATE" means the date on which the IPO Registration Statement is declared effective by the Commission.

"IPO REGISTRATION STATEMENT" means the registration statement on Form S-1, Registration No. 333-95093 filed by CMC with the Commission in connection with the initial public offering of CMC Common Stock, as it may be amended.

"LOCAL COUNSEL" has the meaning set forth in Section 5.02(b) of this Agreement.

"MMD ASSETS" has the meaning set forth in Section 2.01(a) of this Agreement.

"MMD BUSINESS" means the business conducted by the Microelectronics Materials Division of Cabot at any time on or before the Contribution Date, either directly or indirectly, through the Relevant Cabot Subsidiaries, including, but not limited to, (i) all business operations whose financial performance is reflected in the CMC Financial Statements and (ii) all business operations initiated or acquired by the Microelectronics Materials Division of Cabot after the date of the CMC Financial Statements.

"OTHER TAXES" has the meaning set forth in the Tax Sharing Agreement.

"PERSON" means an individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated association, any other entity, or any government or any department or agency or other unit thereof.

"POSSESSOR" has the meaning set forth in Section 6.01 of this Agreement.

"PRIMARY COUNSEL" has the meaning set forth in Section 5.02(b) of this Agreement.

"PRIOR RELATIONSHIP" means the ownership relationship between Cabot and CMC at any time prior to the Contribution Date.

"RECEIVABLES" means all accounts and notes receivable and other

receivables (whether or not billed).

"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement, dated as of March 28, 2000, between Cabot and CMC.

"RELATED PARTIES" has the meaning set forth in Section 6.01 of this Agreement.

"REPRESENTATIVES" means directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

"REQUESTOR" has the meaning set forth in Section 6.01 of this Agreement.

"REQUIRED TRANSFER CONSENT" has the meaning set forth in Section 2.04 of this Agreement.

"RETENTION PERIOD" has the meaning set forth in Section 6.02(a) of this Agreement.

"SEPARATE COUNSEL" has the meaning set forth in Section 5.02(b) of this Agreement.

"SPECIAL PATENT COUNSEL" has the meaning set forth in Section 5.02(b) of this Agreement.

"SUBSIDIARY" means with respect to any specified Person, any corporation, any limited liability company, any partnership or other legal entity of which such Person or any of its Subsidiaries Controls or owns, directly or indirectly, a majority of the equity interest.

"TAX" or "TAXES" have the meaning set forth in the Tax Sharing Agreement.

"TAX SHARING AGREEMENT" means the Tax Sharing Agreement, between Cabot and CMC, dated March 28, 2000.

"THIRD-PARTY CLAIM" means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Person other than any party hereto or their respective Affiliates which gives rise to a right of indemnification hereunder.

"TRANSFER OBSTACLE" has the meaning set forth on Section 2.04 of this Agreement.

ARTICLE 2

TRANSFER AND CONTRIBUTION OF MMD ASSETS;
ASSUMPTION OF CERTAIN LIABILITIES

SECTION 2.01. Transfer of Assets.

(a) Transfer of MMD Assets. On the Contribution Date, Cabot shall convey, assign, transfer and deliver to CMC all (or in the case of Section 2.01(a)(iii) below, the interest therein specified in such Section 2.01(a)(iii)) of its right, title and interest in and to the MMD Assets, other than the Foreign Assets.

For the purposes of this Agreement, the term "MMD Assets" shall mean:

(i) except for the Excluded Assets, all Assets that are (x) owned by Cabot or with respect to which Cabot has the right to transfer after making the commercially reasonable efforts referred to in Section 2.04(a), and (y) used exclusively in, relate exclusively to or arise directly from the MMD Business; for avoidance of doubt, but not by way of limitation of the foregoing, the following specifically enumerated assets are included within MMD Assets:

(A) contracts and agreements set forth on Schedule 2.01(a)(i)(A);

(B) leasehold interests in real property listed on Schedule 2.01(a)(i)(B), including all buildings, structures and other improvements situated thereon;

(C) real property listed on Schedule 2.01(a)(i)(C), including all buildings, structures and other improvements situated thereon;

(D) management information systems and software listed on Schedule 2.01(a)(i)(D);

(E) licenses, permits or franchises listed on Schedule 2.01(a)(i)(E);

(F) Intellectual Property listed on Schedule 2.01(a)(i)(F) and all right, title and interest in and to all monetary and other awards and judgments arising out of Cabot Corporation v. Solution Technology, Inc., Civil Action No.: 3.96CV505-McK (WD NC) (the "STI Litigation");

(G) the tax returns of Cabot relating to Other Taxes relating to or arising out of the MMD Business as conducted through the Contribution Date; and
(H) the intercompany accounts owing from Cabot and its Affiliates to the MMD Business.

(ii) the Assets, other than Intellectual Property and Excluded Assets set forth in 2.01(e)(ii) through (viii) below, located in Aurora, Illinois,

Hammond, Indiana and Barry, Wales that are used by the MMD Business in the manufacture and production of fumed metal oxide dispersions.

(b) Purchase of Barry, Wales Assets, Geino, Japan Assets and Ansung, Korea Assets. In addition to the transfer of MMD Assets pursuant to the foregoing paragraph (a) of this Agreement, Cabot and the Relevant Cabot Subsidiaries hereby also agree to sell to CMC on the Contribution Date the Foreign Assets in exchange for a total aggregate consideration equal to the fair market value of such Foreign Assets, determined using the net book value of such assets, which shall constitute the total purchase price for the assets.

(c) CMC ACKNOWLEDGES AND AGREES THAT THE FOREGOING TRANSFERS AND SALES ARE BEING MADE "AS IS WHERE IS" AND THAT NEITHER CABOT NOR ANY SUBSIDIARY OF CABOT HAS MADE OR WILL MAKE ANY WARRANTY, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY ASSET OR ANY FOREIGN ASSET.

(d) Cabot and CMC shall have the rights in and to the Dispersions Technology as defined in the Confidential Disclosure and License Agreement, dated as of March 28, 2000, between them (the "CD&L Agreement").

(e) Excluded Assets. Notwithstanding anything to the contrary in paragraph (a) above, it is expressly understood and agreed that the Assets shall not include the following assets (the "Excluded Assets"):

(i) assets (including, without limitation, Assets of the type listed in the definition of Assets) used (partially or entirely) or owned in connection with any businesses and operations of Cabot and its Affiliates other than the MMD Business unless specifically enumerated in Section 2.01(a) and the related schedules;

(ii) management information systems and software listed on Schedule 2.01(e)(ii);

(iii) Cabot's right, title and interest in and to the following Intellectual Property:

(A) all United States and foreign registered and unregistered trademarks and service marks, trademark and service mark registrations, trademark and service mark applications for registrations, trade names, trade dress and the like listed on Schedule 2.01(e)(iii)(A), together with the goodwill associated with such marks, names, registrations and applications for registration;

(B) all United States and foreign patents, patent

applications, and all other patent rights (including any divisions, continuations, continuations-in-part, reexaminations, extensions, renewals or reissues thereof) listed on Schedule 2.01(e)(iii)(B);

(C) all technology, information, know-how and trade secrets, including without limitation, recorded knowledge, surveys, engineering reports, manuals, catalogues, research data, proprietary information, photos, art work, editorial materials, formats, syndicated market research data, sales data and other similar information listed on Schedule 2.01(e)(iii)(C), and

(D) all non-governmental licenses, sublicenses, covenants or agreements to which Cabot is a party, which relate in whole or in part to any items of the categories mentioned above in clauses (A), (B) and (C), including all trademark licenses;

(iv) all of the Assets located at Cabot's facility in Tuscola, Illinois;

(v) any assets listed on Schedule 2.01(e)(v);

(vi) the tax returns, corporate minute books and stock ledgers of Cabot, except those specifically included in the definition of MMD Assets;

(vii) all cash and cash equivalents or similar type investments, such as certificates of deposit, Treasury bills and other marketable securities, of Cabot (even if otherwise used in the MMD Business); and

(viii) the real property, structures, other improvements and fixtures located in Barry, Wales.

(f) Instruments of Conveyance and Transfer. On or about the Contribution Date, Cabot shall (i) deliver or cause to be delivered to CMC such deeds, bills of sale, endorsements, consents, assignment, and other good and sufficient instruments of conveyance and assignment, all in recordable form, where applicable, as are required under local custom and practice to vest in CMC all right, title and interest of Cabot in and to the MMD Assets, and as will otherwise be in form and substance reasonably satisfactory to CMC and CMC's counsel; and (ii) transfer to CMC all contracts, agreements, commitments, books, records, files, certificates, licenses, permits, plans and specifications and other data included in the MMD Assets, including, without limitation, computer tapes and computer-generated records. Notwithstanding the foregoing clause (i), with respect to the Intellectual Property, Cabot shall deliver to CMC on the Contribution Date documents for the transfer and assignment of the Intellectual

Property included in the MMD Assets and shall thereafter deliver to CMC good and sufficient instruments of conveyance and assignment, all in recordable form, for all registered trademarks, patents, registered copyrights and pending applications with respect to any of the foregoing.

(g) Further Assurances. From time to time after the Contribution Date, Cabot and any Affiliate of Cabot shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such other instruments of conveyance, assignment, transfer and delivery and will take or cause to be taken such other actions as CMC may reasonably request in order more effectively to sell, convey, assign, transfer, and deliver to CMC any of the MMD Assets, or to enable CMC to protect, exercise and enjoy all rights and benefits of Cabot with respect thereto, and as otherwise may be appropriate to carry out the transactions herein contemplated.

SECTION 2.02. Assumption of Liabilities.

(a) Assumed Liabilities. On the Contribution Date, CMC shall assume and agree to pay, perform and discharge when due, all liabilities and obligations of Cabot (other than the Excluded Liabilities) relating to or arising out of the MMD Business, whether direct or indirect, absolute or contingent, contractual, tortious or otherwise, known or unknown, including, without limitation, all liabilities relating to or arising out of the MMD Business as conducted through the Contribution Date that are unknown to Cabot and/or unrealized as of the Contribution Date and that become known to Cabot or are realized or otherwise arise after the Contribution Date. Without limiting the generality of the foregoing, the Assumed Liabilities shall include all duties, obligations and liabilities (actual, contingent and other) of Cabot to the Rippey Corporation and Rodel Inc. The liabilities and obligations assumed by CMC in accordance with this Section 2.02 (other than the Excluded Liabilities described below) are sometimes hereinafter referred to as the "Assumed Liabilities." Assumed Liabilities include intercompany accounts owing from the MMD Business to Cabot and its Affiliates.

(b) Excluded Liabilities. Notwithstanding the foregoing, CMC shall not assume any of the following liabilities (the "Excluded Liabilities"):

(i) any liability or obligation in respect of any Indebtedness of Cabot and all Affiliates of Cabot (for the purposes hereof, "Indebtedness" shall mean (i) all indebtedness for borrowed money, other than capitalized leases and similar purchase money obligations, (ii) any other Indebtedness evidenced by a note, bond, debenture or similar instrument, (iii) all obligations in respect of banker's acceptances and (iv) any guarantee or other contingent obligation in respect of any of the foregoing);

(ii) any liability for or obligation in respect of Income Tax or any

liability for the payment of any "excess parachute payment," as defined in
Section 280G of the Code;

(iii) except as specifically provided in the Ancillary Agreements or related to accrued reimbursement, welfare, vacation and similar benefit obligations incurred in the ordinary course of business and reflected in the CMC Financial Statements, any liabilities or obligations relating to or arising under any employee or retirement benefit plan, program, arrangement or agreement maintained or contributed by Cabot or its Affiliates;

(iv) any liabilities or obligations of Cabot that are not incidental to or do not arise out of or were not incurred with respect to the MMD Business; and

(v) any liability or obligation arising from or related to Cabot's fumed metal oxide business.

SECTION 2.03. Methods of Transfer and Assumption.

(a) The parties shall enter into the Ancillary Agreements, other than the IPO and Distribution Agreement and the Registration Rights Agreement, on or about the date of this Agreement. To the extent that the transfer of any Asset or the assumption of any Liability is expressly provided for by the terms of any Ancillary Agreement, the terms of such Ancillary Agreement shall determine the manner of the transfer or assumption. It is the intent of the parties that pursuant to Section 2.01, the transfer and assumption of all other MMD Assets and Assumed Liabilities shall be made effective as of the Contribution Date, provided, however, that circumstances may require the transfer of certain MMD Assets and the assumption of certain Liabilities to occur in such other manner and at such other time as the parties shall agree.

(b) The parties intend to complete the assignment and transfer of all MMD Assets and the transfer and assumption of all Assumed Liabilities effective on or prior to the Contribution Date. If any MMD Asset cannot be assigned or transferred by Cabot or a Relevant Cabot Subsidiary, or any Assumed Liability cannot be transferred by Cabot or a Relevant Cabot Subsidiary or assumed by MMD on or prior to the Contribution Date for a reason set forth in
Section 2.04(d), Section 2.4(d) shall govern the parties rights and obligations with respect to such MMD Asset or such Assumed Liability. In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Contribution Date, there may exist (i) assets (including Assets) that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to CMC or retained by Cabot or (ii) liabilities (including Liabilities) that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by CMC

or not assumed by CMC. The parties shall cooperate in good faith to effect the transfer or re-transfer of such assets, and/or the assumption or re-assumption of such liabilities, in any case as soon as reasonably practicable, to or by the appropriate party and shall not use the determination of remedial actions contemplated herein to alter the original intent of the parties hereto with respect to the MMD Assets to be transferred to or Assumed Liabilities to be assumed by CMC. Each party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Assumed Liabilities assumed hereby.

(c) Each party hereto shall execute and deliver to each other party all such documents, instruments, certificates and agreements in appropriate form, and shall make all filings and recordings and take all such other actions, as shall be necessary or reasonably requested by such other party, whether before or after the Contribution Date, in order to give full effect to and to evidence and perfect the transfer and contribution of the MMD Assets and the assumption of the Assumed Liabilities as contemplated hereby. However, CMC acknowledges and agrees that neither Cabot nor any Subsidiary of Cabot will comply with the provisions of any bulk transfer law or similar laws of any jurisdiction giving creditors of a transferor rights against the transferee in connection with the transfer of any Asset.

SECTION 2.04. Nonassignable Assets and Assumed Liabilities.

Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Asset or to transfer and assume any Assumed Liability if an assignment or attempted assignment or transfer or attempted transfer and assumption of the same without the consent of another Person would constitute a breach of any contract or agreement or in any way impair the rights of a party thereunder or give to any third party any rights with respect thereto. If any such consent (a "Required Transfer Consent") is not obtained and/or if for any other reason (a "Transfer Obstacle") an attempted assignment or attempted transfer and assumption would otherwise be ineffective or would impair the rights of the party attempting to make such assignment or transfer (the "Intended Transferee") under any such contract or agreement so that the party entitled to the benefits and responsibilities of such attempted assignment or attempted transfer and assumption (the "Intended Transferee") would not receive all such rights and responsibilities, then:

(a) the Intended Transferor shall use commercially reasonable efforts
(without any obligation to expend any funds or incur any losses or liabilities) to obtain the Required Transfer Consent and/or eliminate the Transfer Obstacle.

(b) until the Required Transfer Consent is obtained and/or the Transfer Obstacle is eliminated in accordance with subsection (a) above and the assignment and transfer of the applicable Asset or the transfer and assumption of the Assumed Liability

has been effected in accordance with subsection (c) below and the other provisions of this Agreement:

(i) the Intended Transferor shall use commercially reasonable efforts to provide or cause to be provided to the Intended Transferee, to the extent permitted by law, the benefits or liabilities of any such Asset or Assumed Liability and the Intended Transferor shall promptly pay or cause to be paid to the Intended Transferee when received all moneys received by the Intended Transferor with respect to any such Asset,

(ii) in consideration thereof the Intended Transferee shall pay, perform and discharge on behalf of the Intended Transferor all of the Intended Transferor's liabilities thereunder in a timely manner and in accordance with the terms thereof which it may do without breach, and

(iii) the Intended Transferor shall take such other actions as may reasonably be requested by the Intended Transferee in order to place the Intended Transferee, insofar as reasonably possible, in the same position as if such Asset or Assumed Liability had been assigned or transferred as contemplated hereby and so all the benefits and burdens relating thereto, including possession, use, risk of loss, potential for gain and dominion, control and command, shall inure to the Intended Transferee.

(c) If and when any Required Transfer Consent is obtained or any Transfer Obstacle is eliminated, the assignment of the applicable Asset or the transfer and assumption of the Assumed Liability shall be effected as soon as practicable in accordance with the terms of this Agreement.

SECTION 2.05. Costs of Transfer.

CMC shall bear the total costs of the transfer of the MMD Assets from Cabot and the Relevant Cabot Subsidiaries to CMC and the assumption by CMC of all Assumed Liabilities, including, without limitation, any and all (i) moving expenses, (ii) transfer taxes, (iii) expenses incurred in connection with any notices to customers, suppliers or other third parties regarding such transfer of MMD Assets or such assumption of Assumed Liabilities, (iv) fees incurred in connection with the transfer of any licenses, permits or franchises from Cabot or any Relevant Cabot Subsidiary to CMC or the obtaining of any new (or the re-issuance of any existing) licenses, permits or franchises in the name or CMC,
(v) fees and expenses incurred in connection with the assignment or transfer of any contracts, agreements or Intellectual Property from Cabot or any Relevant Cabot Subsidiary to CMC, (vi) any recording or other fees, taxes, charges or assessments incurred in connection with the transfer of any real property from Cabot or any Relevant Cabot Subsidiary to CMC, (vii) the transfer from Cabot or any Relevant Cabot Subsidiary to CMC, or the establishment by CMC of any domestic or foreign branch office and (viii) the transfer of any employee of Cabot or any Relevant Cabot Subsidiary to CMC. CMC hereby agrees to reimburse Cabot or any Relevant Cabot

Subsidiary, as applicable, promptly upon request, for any cost, including, without limitation, any of the foregoing costs (including any applicable taxes, fees and penalties assessed in connection with any of the foregoing), incurred by Cabot in connection with the transfer of MMD Assets from Cabot or any Relevant Cabot Subsidiary to CMC or the assumption by CMC of any Assumed Liability.

ARTICLE 3

ANCILLARY AGREEMENTS

(a) General. Cabot and CMC acknowledge and agree that the Ancillary Agreements have been or will be entered into prior to, and each of the Ancillary Agreements will provide that the rights, interests, duties, liabilities and obligations of the parties to such agreements will be effective on and as of, the IPO Effective Date. Cabot and CMC shall take all steps reasonably necessary to cause their respective Subsidiaries and Affiliates to enter into and perform such Ancillary Agreements in accordance with their terms.

(b) Priority. To the extent that any Ancillary Agreement conflicts with the terms of this Agreement, including, without limitation, matters covered by Article 2 and Article 5 hereof, the terms and conditions of such Ancillary Agreement shall govern the rights and obligations of the parties with respect to such matters.

ARTICLE 4

COVENANTS

SECTION 4.01. IPO and Distribution Agreement.

Cabot and CMC hereby agree to execute and deliver, on or before the IPO Effective Date, the IPO and Distribution Agreement, in substantially the form agreed upon between the parties on or prior to the date hereof, with such modifications to such form as the parties shall mutually deem reasonably necessary and desirable; provided, that Cabot shall be entitled in its sole and absolute discretion at any time and from time to time to make any modifications to the provisions thereof relating to the preservation of the tax-free nature of the Distribution or the tax-free nature of the transactions contemplated hereby as it shall reasonably deem necessary or desirable.

SECTION 4.02. Registration Rights Agreement.

Cabot and CMC hereby agree to execute and deliver, on or before the IPO Effective Date, the Registration Rights Agreement, in substantially the form agreed upon between the parties on or prior to the date hereof, with such modifications to such form as the parties shall mutually deem reasonably necessary and desirable; provided, that Cabot

shall be entitled in its sole and absolute discretion at any time and from time to time to make any modifications to the provisions thereof relating to the preservation of the tax-free nature of the Distribution or the tax-free nature of the transactions contemplated hereby as it shall reasonably deem necessary or desirable.

SECTION 4.03. Joint and Several Liability.

Cabot shall be liable for the duties, liabilities and obligations of each Relevant Cabot Subsidiary under and pursuant to this Agreement.

ARTICLE 5

INDEMNIFICATION

SECTION 5.01. Indemnification by Parties.

(a) CMC shall indemnify, defend and hold harmless Cabot and each of its Subsidiaries and their respective successors-in-interest, and each of their respective past and present Representatives (the "Cabot Indemnitees") against any losses, claims, damages, liabilities or actions, resulting from, relating to or arising, whether prior to or following the Contribution Date, out of or in connection with (a) the Assumed Liabilities and/or (b) CMC's conduct of its business and affairs after the Contribution Date, and CMC shall reimburse each Cabot Indemnitee for any reasonable attorneys' fees or any other expenses reasonably incurred by any of them in connection with investigating and/or defending any such loss, claim, damage, liability or action, other than legal fees incurred prior to the Contribution Date.

(b) Cabot (the "Cabot Indemnifying Party") shall indemnify, defend and hold harmless CMC and each of its Subsidiaries and their respective successors-in-interest, and each of their past and present Representatives (the "CMC Indemnitees") against any losses, claims, damages, liabilities or actions, resulting from, relating to or arising, whether prior to or following the Contribution Date, out of or in connection with (a) the Excluded Assets and/or
(b) the Excluded Liabilities, and Cabot shall reimburse each CMC indemnitee for any reasonable attorneys' fees or any other expenses reasonably incurred by any of them in connection with investigating and/or defending any such loss, claim, damage, liability or action, other than legal fees incurred prior to the Contribution Date.

SECTION 5.02. Indemnification Procedures.

(a) If a Cabot Indemnitee or CMC Indemnitee (collectively, an "Indemnitee") receives notice of the assertion of any Third-Party Claim with respect to which a CMC Indemnifying Party or Cabot Indemnifying Party (collectively, an "Indemnifying Party") is, or is likely to be, obligated under this Agreement to provide indemnification, such Indemnitee shall promptly give such Indemnifying Party notice thereof (together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as provided in this Section 5.02 shall not relieve any Indemnifying Party of its obligations under this Section 5.02, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail.

(b) An Indemnifying Party, at such Indemnifying Party's own expense and through counsel chosen by such Indemnifying Party (which counsel shall be reasonably acceptable to the Indemnitee), may elect to defend any Third-Party Claim. If an Indemnifying Party elects to defend a Third-Party Claim in accordance with the foregoing, then, within ten Business Days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third Party claim so requires), such Indemnifying Party shall notify the Indemnitee of its intent to do so, and such Indemnitee shall cooperate in the defense of such Third-Party Claim. Such Indemnifying Party shall pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with such cooperation. Such Indemnifying Party shall keep the Indemnitee reasonably informed as to the status of the defense of such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnifying Party shall not be liable to such Indemnitee under this Section 5.02 for any attorneys' fees or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other than those expenses referred to in the preceding sentence; provided, however, that such Indemnitee shall have the right to employ one law firm as counsel ("Primary Counsel"), together with a local law firm in each applicable jurisdiction (collectively, "Local Counsel") and, in the case of patent litigation, special patent counsel ("Special Patent Counsel", and together with Primary Counsel and Local Counsel, "Separate Counsel"), to represent such Indemnitee in any action or group of related actions (which firm or firms shall be reasonably acceptable to the Indemnifying Party) if, in such Indemnitee's reasonable judgment at any time, either a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim, or there may be defenses available to such Indemnitee which are significantly different from or in addition to those available to such Indemnifying Party and the representation of both parties by the same counsel would, in the reasonable judgment of the Indemnitee, be inappropriate, and in that event (i) the reasonable fees and expenses of such Separate Counsel shall be paid by such Indemnifying Party (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one Primary Counsel, one Local Counsel in any one jurisdiction and one Special Patent Counsel with respect to any Third-Party Claim (even if against multiple Indemnitees))

and (ii) each of such Indemnifying Party and such Indemnitee shall have the right to conduct its own defense in respect of such claim. If an Indemnifying Party (i) elects not to defend against a Third-Party Claim, (ii) fails to notify an Indemnitee of its election as provided in this Section 5.02 within the period of ten Business Days described above or (iii) elects to defend a Third Party Claim but, in the reasonable judgment of the Indemnitee, fails to timely, properly and adequately defend such claim, the Indemnitee may defend, compromise, and settle such Third-Party Claim and shall be entitled to indemnification hereunder (to the extent permitted hereunder); provided, however, that no such Indemnitee may compromise or settle any such Third-Party claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, (i) settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the dismissal without prejudice of such Third Party Claim or delivery by the claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such Third-Party Claim or (ii) settle or compromise any Third-Party Claim in any manner that would be reasonably likely to have a material adverse effect on the Indemnitee.

SECTION 5.03. Certain Limitations.

(a) The amount of any indemnifiable losses or other liability for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnitee from third parties (including, without limitation, amounts actually recovered under insurance policies) with respect to such indemnifiable losses or other liability. Any Indemnifying Party hereunder shall be subrogated to the rights of the Indemnitee upon payment in full of the amount of the relevant indemnifiable loss. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnitee recovers an amount from a third party in respect of an indemnifiable loss for which indemnification is provided in this Agreement after the full amount of such indemnifiable loss has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable loss and the amount received from the third party exceeds the remaining unpaid balance of such indemnifiable loss, then the Indemnitee shall promptly remit to the Indemnifying Party the excess (if any) of (A) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable loss plus the amount received from the third party in respect thereof, less (B) the full amount of such indemnifiable loss or other liability. Nothing in this Section 5.03(b) shall obligate any Indemnifying Party to seek to recover any amounts from any third party (including, without limitation, amounts recoverable under insurance policies) prior to, or as a

condition to, seeking indemnification under this Article Five.

(b) The amount of any loss or other liability for which indemnification is provided under this Agreement shall be (i) increased to take account of any net tax cost incurred by the Indemnitee arising from the receipt or accrual of an indemnification payment hereunder (grossed up for such increase) and (ii) reduced to take account of any net tax benefit realized by the Indemnitee arising from incurring or paying such loss or other liability. In computing the amount of any such tax cost or tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any indemnification payment hereunder or incurring or paying any indemnified loss. Any indemnification payment hereunder shall initially be made without regard to this
Section 5.03(b) and shall be increased or reduced to reflect any such net tax cost (including gross-up) or net tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net tax cost or a net tax benefit to the extent that, and at such time as, the amount of taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of taxes that such Indemnitee would be required to pay but for the receipt or accrual of the indemnification payment or the incurrence or payment of such loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination with respect to the Indemnitee's liability for taxes, and payments between such indemnified parties to reflect such adjustment shall be made if necessary.

(c) Any indemnification payment made under this Agreement relating to Assumed Liabilities, Excluded Assets and Excluded Liabilities shall be characterized for tax purposes as if such payment were made immediately prior to the Contribution Date.

SECTION 5.04. Existing Litigation to be Transferred to CMC; Cooperation.

On the Contribution Date, all liabilities and legal responsibilities for the claims identified on Schedule 5.04 shall be transferred in their entirety from Cabot to CMC. As of the Contribution Date and until CMC shall notify Cabot that CMC will assume the defense of such claims, Cabot shall continue to defend such claims and shall be indemnified by CMC as provided in
Section 5.02.

ARTICLE 6

ACCESS TO INFORMATION

SECTION 6.01. Access to Information.

During the Retention Period (as defined in Section 6.02 below), each of the parties hereto shall cooperate with and afford, and shall cause their respective Affiliates, Representatives, Subsidiaries, successors and/or assignees, and shall use reasonable efforts to cause joint ventures that are not Affiliates (collectively, "Related Parties") to cooperate with and afford, to the other party reasonable access upon reasonable advance written request to all Information (other than Information which is (i) protected from disclosure by the attorney client privilege or work product doctrine, (ii) proprietary in nature or (iii) the subject of a confidentiality agreement between such party and a third party which prohibits disclosure to the other party) within such party's or any Related Party's possession which was created prior to the Contribution Date or, with respect to any information which would be relevant to the provision of a transitional service pursuant to this Agreement or any Ancillary Agreement, information created during the period in which one party is providing the other party with such transition service. Access to the requested information shall be provided so long as it relates to the requesting party's (the "Requestor") business, assets or liabilities, and access is reasonably required by the Requestor as a result of the parties' Prior Relationship for purposes of auditing, accounting, claims or litigation (except for claims or litigation between the parties hereto), employee benefits, regulatory or tax purposes or fulfilling disclosure or reporting obligations including, without limitation, Information reasonably necessary for the preparation of reports required by or filed under the Securities Exchange Act of 1934, as amended, with respect to any period entirely or partially prior to the Contribution Date.

Access as used in this paragraph shall mean the obligation of a party in possession of Information (the "Possessor") requested by the Requestor to exert its reasonable best efforts to locate all requested Information that is owned and possessed by Possessor or any Related Party. The Possessor, at its own expense, shall conduct a diligent search designed to identify all requested Information and shall collect all such Information for inspection by the Requestor during normal business hours at the Possessor's place of business. Subject to confidentiality and/or security provisions as the Possessor may reasonably deem necessary, the Requestor may have all requested Information duplicated at Requestor's expense. Alternatively, the Possessor may choose to deliver, at its own expense, all requested Information to the Requestor in the form it was requested by the Requestor. If so, the Possessor shall notify the Requestor in writing at the time of delivery if such Information is to be returned to the Possessor. In such case, the Requestor shall return such Information when no longer needed to the Possessor at the Possessor's expense.

In connection with providing Information pursuant to this Section 6.01, each of the parties hereto shall upon the request of the other party make available its respective employees (and those of their respective Related Parties, as applicable) to the extent that they are reasonably necessary to discuss and explain all requested Information with and to the requesting party.

SECTION 6.02. Record Retention.

(a) Books and Records. CMC shall preserve and keep all books and records included in the MMD Assets or otherwise in the possession of CMC or its Related Parties, whether in electronic form or otherwise, for not less than ten years from the Contribution Date, or for any longer period as may be required
(i) by any government agency, or (ii) in connection with any litigation, law, regulation, audit or appeal of taxes, tax examination or the expiration of the periods described in Section 7 of the Tax Sharing Agreement, where applicable (the "Retention Period") at CMC's sole cost and expense. If CMC wishes to dispose of any books and records or other documents which it is obligated to retain under this Section 6.02 after the Retention Period, then CMC shall first provide 90 days' written notice to Cabot and Cabot shall have the right, at its option and expense, upon prior written notice within such 90-day period, to take possession of such books or records or other documents within 180 days after the date of CMC's notice to Cabot hereunder. Written notice of intent to dispose of such books and records shall include a description of the books and records in detail sufficient to allow Cabot to reasonably assess its potential need to retain such materials. In the event CMC enters into an agreement with a third party to sell a portion of its business, together with the books and records related thereto, Cabot shall have the right to duplicate such books and records prior to any such disposition and, should the purchaser of the CMC business be a competitor of Cabot, Cabot shall have the right to prohibit the transfer or disclosure to such party of that portion of the former books and records of Cabot which Cabot notifies CMC contain confidential and proprietary information. To the extent that books and records of Cabot or any of its Affiliates which contain information relating to the MMD Business are not included in the MMD Assets, Cabot agrees to cooperate with CMC in providing CMC with any such information upon CMC's reasonable request to the extent that any such information exists and is reasonably separable from Cabot information unrelated to the MMD Business. CMC shall reimburse Cabot for all of its reasonable out-of-pocket costs incurred in connection with any such request.

(b) Access to Personnel. Cabot shall, from time to time, at the reasonable request of CMC, cooperate fully with CMC in providing CMC, to the extent reasonably possible through applicable Cabot employees, with technical assistance and information in respect to any claims brought against CMC involving the conduct of the MMD Business prior to the Contribution Date, including consultation and/or the appearance(s) of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings.

SECTION 6.03. Production of Witnesses.

Until the six-year anniversary of the Contribution Date, each of the parties hereto shall use all commercially reasonable efforts, and shall cause each of their

respective Affiliates to use all commercially reasonable efforts, to make available to each other, upon written request, its directors, officers, employees and other Representatives as witnesses to the extent that any such Person may reasonably be required (giving consideration to the business demands upon such Persons) in connection with any legal, administrative or other proceedings in which the requesting party may from time to time be involved; provided, however, that with respect to any legal or administrative proceedings relating to the tax liability of any of the parties hereto or any of their respective Affiliates, each of the parties hereto shall, and shall cause each of their respective Affiliates to, make their directors, officers, employees and other Representatives available as witnesses until such time as the statute of limitations have expired with respect to all tax years prior to and including the year in which the asset transfers contemplated by this Agreement are consummated.

SECTION 6.04. Reimbursement.

Unless otherwise provided in Article 5 or this Article 6, each party to this Agreement providing access, information or witnesses to another party pursuant to Sections 6.01, 6.02 or 6.03 shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payment for all reasonable out-of-pocket costs and expenses (excluding allocated compensation, salary and overhead expense) as may be reasonably incurred in providing such information or witnesses.

ARTICLE 7

MISCELLANEOUS

SECTION 7.01. Entire Agreement.

Except as otherwise set forth in this Agreement, this Agreement, the Ancillary Agreements and the schedules hereto shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements and understandings, whether written or oral, between the parties with respect to such subject matter.

SECTION 7.02. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

SECTION 7.03. Performance.

Each of the parties hereto shall use all commercially reasonable efforts to cause to be performed all actions, agreements and obligations set forth herein to be

performed by any Affiliate of such party.

SECTION 7.04. Notices.

All notices and other communications hereunder shall be in writing and shall be delivered in person, by telecopy, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:

(a) If to Cabot, to:

Cabot Corporation 75 State Street Boston, Massachusetts 02109

Attention: Chief Financial Officer Telecopy No.: (617) 342-6281

With a copy to:

Law Department
Cabot Corporation
75 State Street
Boston, Massachusetts  02109

Attention:    General Counsel
Telecopy No.: (617) 342-6039

(b) If to CMC, to:

Cabot Microelectronics Corporation 870 North Commons Drive Aurora, Illinois 60504

Attention: President Telecopy No.: (630) 375-5593

or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery or when delivery is refused. Any notice or communication sent by telecopy or by air courier shall be deemed effective on the first Business Day at the place at which such notice or communication is received following the day on which such notice or communication

was sent.

SECTION 7.05. Third Party Beneficiaries.

The Indemnitees and their respective successors shall be third party beneficiaries of the indemnification provisions of Section 5, as applicable, and shall be entitled to enforce those provisions, in each such case as fully and to the same extent as if they were parties to this Agreement. Except as provided in the previous sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties and their successors and assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person (other than as provided in the previous sentence) shall be deemed a third party beneficiary under or by reason of this Agreement.

SECTION 7.06. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. The Agreement may be delivered by facsimile transmission of a signed copy thereof.

SECTION 7.07. Binding Effect; Assignment.

This Agreement and all of the provisions hereof shall be binding upon the parties hereto and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of either party with another Person, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that Cabot and CMC may assign their respective rights, interests, duties, liabilities and obligations under this Agreement to any of their respective Subsidiaries, but such assignment shall not relieve Cabot or CMC, as the assignee, of its obligations hereunder. The Schedules attached hereto or referred to herein are an integral part of this Agreement and are hereby incorporated into this Agreement and made a part hereof as if set forth in full herein.

SECTION 7.08. Dispute Resolution.

Except as otherwise set forth in the Ancillary Agreements, resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, or otherwise (collectively, "Disputes"), shall be exclusively governed by and settled in accordance with the provisions of this
Section 7.08. The parties hereto shall use all commercially reasonable efforts to settle all Disputes without resorting to mediation, arbitration, litigation or other third party dispute resolution mechanisms. If

any Dispute remains unsettled, the parties hereby agree to mediate such Dispute using a mediator reasonably acceptable to all parties involved in such Dispute. If the Parties are unable to resolve such dispute through mediation, each Party will be free to commence proceedings for the resolution thereof. No Party shall be entitled to consequential, special, exemplary or punitive damages.

SECTION 7.09. Remedies.

Each of Cabot, the Relevant Cabot Subsidiaries and CMC shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys' fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. Each of Cabot, the Relevant Cabot Subsidiaries and CMC acknowledges and agrees that under certain circumstances the breach by Cabot or any of its Subsidiaries (including without limitation the Relevant Cabot Subsidiaries, but excluding CMC and its Subsidiaries), on the one hand, and CMC or any of its Subsidiaries, on the other hand, of a term or provision of this Agreement will materially and irreparably harm the other party, that money damages will accordingly not be an adequate remedy for such breach and that the non-defaulting party, in its sole discretion and in addition to its rights under this Agreement and any other remedies it may have at law or in equity, may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any breach of the provisions of this Agreement.

SECTION 7.10. Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 7.11. Waiver.

The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but such waiver shall be effective only if it is in writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement. No

failure by either party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the party against whom the existence of such waiver is asserted.

SECTION 7.12. Amendment.

This Agreement or the Ancillary Agreements may not be amended or modified in any respect except by a written agreement signed by both of the parties hereto.

SECTION 7.13. Authority.

Each of the parties hereto represents to the other that (a) it has the corporate power and authority to execute, deliver and perform this Agreement,
(b) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

SECTION 7.14. Interpretation.

The headings contained in this Agreement, in any Schedule hereto and in the table or contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this Agreement. When a reference is made in this Agreement to an Article or a Section or Schedule, such reference shall be to an Article or Section of, or a Schedule to, this Agreement unless otherwise indicated. After the Contribution Date, the MMD Business shall be deemed to no longer exist and all references made herein to CMC as a party which operate as of a time following the Contribution Date, shall be deemed to refer to CMC and its subsidiaries as a single party.

* * * * * * * *

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized on the day and year first above written.

CABOT CORPORATION

By:     /s/ Samuel W. Bodman
      ---------------------------------
        Name:  Samuel W. Bodman
        Title:  Chairman and CEO

CABOT CARBON LTD.

By:     /s/ David Jayne
      ---------------------------------
        Name:  David Jayne
        Title:  Director

CABOT SPECIALTY CHEMICALS, INC.

By:     /s/ Samuel W. Bodman
      ---------------------------------
        Name:  Samuel W. Bodman
        Title:  Vice President

CABOT MICROELECTRONICS CORPORATION

By:     /s/ Matthew Neville
      ---------------------------------
        Name: Matthew Neville
        Title:   President and CEO

Schedule A Ancillary Agreements

IPO and Distribution Agreement

Tax Sharing Agreement

Registration Rights Agreement

Fumed Metal Oxide Supply Agreement

Management Services Agreement

Dispersion Services Agreement

Confidential Disclosure and License Agreement

Trademark License Agreement

Barry, Wales Sublease Agreement

Employee Matters Agreement

Schedule 2.01(a)(i)(A)

Contracts and Agreements

1. Services Agreement between Cabot Corporation and Davies Imperial Coatings, dated October 27, 1998, assigned in accordance with Amendment No. 1.

2. Asset Purchase and Termination Agreement by and among Cabot Corporation, Rippey Corporation and David Rippey, dated June 30, 1995.

Schedule 2.01(a)(i)(B)

Leasehold Interests in Real Property

1. 881 Embarcadero Drive, Suite # 4 El Dorado Hills, CA 95762

2. 801 Frontenac Road
Naperville, IL 60563

3. 1818 E. Southern Avenue, Suite # 15C Mesa, AZ 85204

4. Heung-kuk Bldg.(7F), 6-7 Soo-nae Dong, Bundang-Gu Sungnam-Si, Kyongki-Do, Korea

5. No. 14, Lane 268, Kuang-Fu Road,
Section 1, Hsin-Chu City, Taiwan, ROC

Schedule 2.01(a)(i)(C)

Real Property

1. 870 Commons Drive
Aurora, IL 60504

2. 500 Commons Drive
Aurora, IL 60504

3. 845 Enterprise Street
Aurora, IL 60504

4. 1287-19 Oazo-Kitakoyama Geino-Cho, Age-Gun, Mie-Ken, Japan

5. Ansung Industrial Park 267-4 Kyeluk-ri, Miyang-Myun, Ansung-City, Korea

Schedule 2.01(a)(i)(D) Management Information Systems and Software

1. The following hardware located at CMC's facilities in Aurora, Illinois and Geino, Japan:

- personal computers

servers

computer wiring

networking equipment (including hubs, routers and switches)

phones, PBX's and voice mail systems, excluding leased equipment

fax machines

facility security systems

2. The following software resident on personal computers located at CMC's facilities:

- Microsoft Windows and Office

Lotus Notes

ADP

Anstat

3. The personal computers (other than control room hardware) and fax machines located in the dispersions building in Barry, Wales, as well as the license to any of the software set forth in 2 above which is on such personal computers, which may be assigned.

Schedule 2.01(a)(i)(E)

Licenses, Permits and Franchises

[Intentionally left blank]

Schedule 2.01(a)(i)(F)

Intellectual Property

1. The patents set forth in the Worldwide Patent Assignment, Schedule A, between Cabot Corporation and CMC, executed in conjunction with this Master Separation Agreement.

2. The trademarks set forth in the Worldwide Trademark Assignment, Schedule A, between Cabot Corporation and CMC, executed in conjunction with this Master Separation Agreement.

Schedule 2.01(e)(ii)

Excluded Management Information Systems and Software

1. Any software and information system hardware, other than as specifically set forth in Schedule 2.01(a)(i)(D) above, which is licensed to or owned by Cabot.

Schedule 2.01(e)(iii)(A)

Excluded Trademarks and Service Marks

CABOT                with or without a logo or design, block letters
                     or stylized, as such may be used as a trademark,
                     service mark or trade name, individually or in
                     combination with other names or marks of CABOT.

CABOT & DEVICE       with or without a logo or design, block letters
                     or stylized, as such may be used as a trademark,
                     service mark or trade name, individually or in
                     combination with other names or marks of CABOT,
                     as depicted in U.S. Reg. Nos. 613,329, 615,516,
                     615,689, 1,619,285, 1,827,952, and 1,833,580.

CAB AND CABO         formatives and derivatives, with or without a
                     logo or design, block letters or stylized, as
                     such may be used in combination with one or more
                     prefixes, suffixes or combinations thereof.

CABOT
MICROELECTRONICS     with or without a logo or design, block letters
                     or stylized, as such may be used as a trademark,
                     service mark or trade name, individually or in
                     combination with other names or marks of CABOT.

CAB-O-SPERSE         with or without a logo or design, block letters
                     or stylized, as such may be used as a trademark,
                     service mark or trade name, individually or in
                     combination with other names or marks of CABOT.

Schedule 2.01(e)(iii)(B)

Excluded Patents

The following patents are specifically excluded, as they are addressed in the Confidential Disclosure and License Agreement:

Country              Applic. No.            Filing Date              Patent No.              Grant Date
ASTL                 52010/90               21MR1990                 625980                  21MR1990
BELG                 9000319                21MR1990                 BR266/90                02JL1991
BRAZ                 PI9001302              21MR1990                 PI9001302               25NO1997
CANA                 2012719-8              21MR1990                 2012719                 08JE1999
CHIN                 90101525               21MR1990                 28833                   16OC1994
FRAN                 9003557                20MR1990                 9003557                 11FE1994
GBRI                 9006122.7              19MR1990                 2229432                 19MR1990
GERW                 P4006392.5             01MR1990
INDI                 869/MAS/89             29NO1989                 175167                  01DE1995
ITAL                 19748A90               21MR1990                 01239546                05NO1993
JAPA                 2-68568                20MR1990                 2949633                 09JL1999
KORS                 3705/1990              20MR1990                 148692                  29MY1998
MAYS                 PI9000449              21MR1990
MEXI                 19969                  20MR1990                 176811                  05DE1994
TAIW                 79100101               08JA1990                 NI-43287                02AP1991
THAI                 010174                 26JA1990                 7128                    11SE1997
USA                  07/829609              30JA1992                 5246624                 21SE1993

USA                  07/326891              1MR1989                  5116535                 26MY1992
ASTL                 52009/90               21MR1990                 631847                  21MR1990
BELG                 9000320                21MR1990                 9000320                 27AU1991
BRAZ                 PI9001239              15MR1990                 PI9001239               25NO1997
CANA                 2012718-0              21MR1990                 2012718                 03DE1996
CHIN                 90101086               28FE1990                 29805                   22JA1995
FRAN                 9003558                20MR1990                 9003558                 04FE1994
GBRI                 9006121.9              19MR1990                 2229715                 14OC1992
GERW                 P4006393.3-41          01MR1990
INDI                 912/MAS/89             11DE1989                 175056                  03NO1995
ITAL                 19747A90               21MR1990                 01241073                29DE1993
JAPA                 2-68569                20MR1990                 2935125                 04JE1999
KORS                 3706/1990              20MR1990                 145729                  06MY1998
MAYS                 PI9000448              21MR1990
MEXI                 19968                  20MR1990                 176602                  14NO1994
TAIW                 79102182               20MR1990                 NI-44248                10MY1991
THAI                 010175                 26JA1990

Schedule 2.01(e)(iii)(C)

Other Excluded Intellectual Property

1. Dispersion Intellectual Property (as defined in the Confidential Disclosure and License Agreement) is excluded, as it is addressed in the Confidential Disclosure and License Agreement.

2. Any Intellectual Property related to (i) treated or untreated fumed metal oxide particles or the manufacture or treatment of fumed metal oxide particles; or (ii) cesium chemicals or other products of Cabot's Performance Materials Division or the manufacture thereof; or (iii) treated or untreated aerogels, xerogels and other gel based materials or the manufacture or treatment of such particles.

Schedule 2.01(e)(v)

Other Excluded Assets

1. Any specifications, procedures and other documentation related to the manufacture of fumed metal oxide dispersions for non-chemical mechanical planarization applications which are located in Aurora, Illinois, Barry Wales or any other facilities operated by the MMD Business.

2. All employee confidentiality and non-disclosure agreements entered into between Cabot and employees of the MMD Business.

3. Non-disclosure agreements entered into by Cabot Corporation with parties who work with Cabot Corporation outside of the MMD Business.

4. The air compressor, filter and air receiver located adjacent to the leased dispersions facility in Barry, Wales.

Schedule 5.04

Litigation

1. Rodel, Inc. v. Cabot Corporation, Civil Action No. 98-352 (D. Del.)

2. Rodel, Inc. v. Cabot Corporation, Civil Action No. 99-256 (D. Del.)

3. Cabot Corporation v. Solution Technology, Inc., Civil Action No.:
3.96CV505-McK(WD NC).

EXHIBIT 10.2

INITIAL PUBLIC OFFERING AND DISTRIBUTION AGREEMENT,

DATED AS OF MARCH 28, 2000,

BY AND BETWEEN

CABOT CORPORATION

AND

CABOT MICROELECTRONICS CORPORATION

Exhibit 10.2

TABLE OF CONTENTS

                                                                                                        Page
                                                                                                        ----

1. DEFINITIONS                                                                                             2

2. THE INITIAL PUBLIC OFFERING AND THE DISTRIBUTION                                                        9
            2.1. THE INITIAL PUBLIC OFFERING                                                               9
            2.2. THE DISTRIBUTION                                                                          9
            2.3. CERTAIN STOCKHOLDER MATTERS                                                               9
            2.4. PRIOR RELATIONSHIP                                                                       10
            2.5. FURTHER ASSURANCES REGARDING THE DISTRIBUTION                                            10
            2.6. ABANDONMENT OF THE DISTRIBUTION                                                          11

3. EXPENSES 11
            3.1. GENERAL                                                                                  11
            3.2. CERTAIN EXPENSES RELATING TO THE INITIAL PUBLIC OFFERING AND THE SEPARATION              11
            3.3. CERTAIN EXPENSES RELATING TO THE DISTRIBUTION                                            11

4. CERTAIN COVENANTS                                                                                      12
            4.1. FINANCIAL AND OTHER INFORMATION                                                          12
            4.2. OTHER COVENANTS                                                                          19
            4.3. COVENANTS REGARDING THE INCURRENCE OF INDEBTEDNESS                                       21

5. INDEMNIFICATION                                                                                        22
            5.1. INDEMNIFICATION BY CMC                                                                   22
            5.2. INDEMNIFICATION BY CABOT                                                                 23
            5.3. OTHER LIABILITIES                                                                        24
            5.4. TAX EFFECTS OF INDEMNIFICATION                                                           24
            5.5. EFFECT OF INSURANCE UPON INDEMNIFICATION                                                 25
            5.6. PROCEDURE FOR INDEMNIFICATION INVOLVING THIRD-PARTY CLAIMS                               25
            5.7. PROCEDURE FOR INDEMNIFICATION NOT INVOLVING THIRD-PARTY CLAIMS                           27
            5.8. EXCLUSIVE REMEDIES                                                                       27

6. MISCELLANEOUS                                                                                          28
            6.1. DISPUTE RESOLUTION                                                                       28
            6.2. SURVIVAL                                                                                 28
            6.3. COMPLETE AGREEMENT                                                                       28

            6.4. AUTHORITY                                                                                28
            6.5. GOVERNING LAW                                                                            28
            6.6. CONSENT TO EXCLUSIVE JURISDICTION                                                        29
            6.7. NOTICES                                                                                  29
            6.8. AMENDMENT AND MODIFICATION                                                               30
            6.9. BINDING EFFECT; ASSIGNMENT                                                               30
            6.10. THIRD PARTY BENEFICIARIES                                                               31
            6.11. COUNTERPARTS                                                                            31
            6.12. WAIVER                                                                                  31
            6.13. SEVERABILITY                                                                            31
            6.14. REMEDIES                                                                                32
            6.15. PERFORMANCE                                                                             32
            6.16. REFERENCES; CONSTRUCTION                                                                32


EXHIBITS

Agreements Subject to Section 4.2(e)                                                                Exhibit A

INITIAL PUBLIC OFFERING AND DISTRIBUTION AGREEMENT

This INITIAL PUBLIC OFFERING AND DISTRIBUTION AGREEMENT (the "Agreement") is made and entered into as of March 28, 2000, by and between Cabot Corporation, a Delaware corporation ("Cabot"), and Cabot Microelectronics Corporation, a Delaware corporation and a wholly owned subsidiary of Cabot ("CMC"). Certain capitalized terms used herein are defined in Section 1 of this Agreement.

RECITALS

WHEREAS, the Board of Directors of Cabot has determined that it would be in the best interests of Cabot and its stockholders to completely separate the MMD Business from Cabot;

WHEREAS, Cabot has caused CMC to be incorporated in order to effect such separation;

WHEREAS, Cabot and CMC have previously entered into the Master Separation Agreement and the Ancillary Agreements (other than this Agreement), each effective as of March 28, 2000, pursuant to which Cabot has contributed and transferred to CMC, and CMC has received and assumed, the assets and liabilities then associated with the MMD Business as described therein;

WHEREAS, Cabot and CMC intend that the Contribution qualify either as a tax-free reorganization under Section 368(a)(1)(D) of the Code or as a tax-free transfer of assets under Section 351 of the Code;

WHEREAS, Cabot currently owns all of the issued and outstanding CMC Common Stock;

WHEREAS, CMC has previously filed the IPO Registration Statement with the SEC but it has not yet become effective;

WHEREAS, the parties currently contemplate that, reasonably promptly following the execution of this Agreement, CMC shall consummate the Initial Public Offering;

WHEREAS, immediately following the consummation of the Initial Public Offering, Cabot shall own approximately 82.6%of the outstanding shares of CMC Common Stock (or approximately 80.5% if the underwriters exercise their over-allotment option in full in accordance with the Underwriting Agreement);

WHEREAS, Cabot currently intends to divest itself of its entire ownership of CMC within twelve months following the closing of the Initial Public Offering by

distributing in the Distribution all of its shares of CMC Common Stock to the holders of Cabot Common Stock;

WHEREAS, Cabot currently expects to accomplish the Distribution by means of a spin-off;

WHEREAS, Cabot and CMC intend that the Distribution will be tax-free to Cabot and its stockholders under Section 355 of the Code;

WHEREAS, the parties intend in this Agreement to set forth the principal arrangements between them regarding the Initial Public Offering and the Distribution; and

WHEREAS, the parties hereto have determined that in order to accomplish the objectives of the Initial Public Offering and the Distribution and to facilitate the consummation thereof, it is necessary and desirable to restructure certain intercompany relationships, allocate certain liabilities and provide for certain indemnification, all as set forth herein;

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1. DEFINITIONS.

"Abandonment Notice" has the meaning set forth in Section 2.6.

"Active Trade or Business" means the active conduct of the trade or business (as defined in Section 355(b)(2) of the Code and the regulations thereunder) conducted by CMC immediately prior to the applicable Distribution Date.

"Affiliate" means a CMC Affiliate or a Cabot Affiliate, as the case may be.

"Agreement" has the meaning set forth in the Preamble.

"Ancillary Agreements" has the meaning ascribed to such term in the Master Separation Agreement.

"Annual Financial Statements" has the meaning set forth in
Section 4.1(a)(vi).

"Below the Threshold Action" has the meaning set forth in
Section 4.2(c).

"Business" means the CMC Business or the Cabot Business, as the case may be.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions located in the State of Illinois are authorized or obligated by law or executive order to close.

"Cabot Affiliate" means a Person that, after giving effect to the Distribution, directly or indirectly through one or more intermediaries, is Controlled by Cabot.

"Cabot Annual Statements" has the meaning set forth in Section 4.1(b)(ii).

"Cabot Business" means any business or operations of Cabot or any Cabot Affiliates other than the CMC Business.

"Cabot Common Stock" means the Common Stock, par value $1.00 per share, of Cabot.

"Cabot Disclosure Portions" means all material set forth in, or incorporated by reference into, either the IPO Registration Statement or the Distribution Registration Statement, as applicable, to the extent relating exclusively to (i) Cabot and the Cabot Affiliates (excluding CMC and the CMC Affiliates), (ii) the Cabot Business, (iii) Cabot's intentions with respect to the Distribution or (iv) the terms of the Distribution, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution.

"Cabot Public Filings" has the meaning set forth in Section 4.1(a)(xiii).

"Cabot Transfer Agent" means Boston EquiServe, L.P., in its capacity as the transfer agent and registrar for the Cabot Common Stock.

"Cabot's Auditors" has the meaning set forth in Section 4.1(c)(ii).

"Claim" has the meaning set forth in Section 5.7.

"CMC Affiliate" means a Person that, after giving effect to the Distribution, directly or indirectly through one or more intermediaries, is Controlled by, or is under common Control with CMC.

"CMC Business" means any business or operations of CMC or any CMC Affiliates, including, in all cases, any predecessor entities (including, without limitation,

the MMD Business).

"CMC Capital Stock" means all classes or series of capital stock of CMC.

"CMC Common Stock" means the Common Stock, par value $.001 per share, of CMC.

"CMC Indebtedness" has the meaning set forth in Section 4.3.

"CMC Public Filings" has the meaning set forth in Section 4.1(a)(ix).

"CMC Transfer Agent" means Boston EquiServe, L.P., in its capacity as the transfer agent and registrar for the CMC Common Stock.

"CMC's Auditors" has the meaning set forth in Section 4.1(b)(i).

"Code" means the Internal Revenue Code of 1986, as amended from time to time, together with the rules and regulations promulgated thereunder.

"Contribution" means the transfer of certain assets by Cabot to CMC (and the assumption by CMC of certain liabilities) as contemplated by the Master Separation Agreement.

"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"D Reorganization" means a transaction qualifying as a reorganization under Section 368(a)(1)(D) of the Code.

"Disputes" has the meaning set forth in Section 7.1.

"Dispute Notice" means written notice of any dispute between Cabot and CMC arising out of or relating to this Agreement, which shall set forth, in reasonable detail, the nature of the dispute.

"Distribution" means the distribution of CMC Common Stock by Cabot in one or more transactions occurring after the Initial Public Offering that collectively have the effect that all shares of CMC Common Stock held by Cabot are distributed to Cabot stockholders, whenever such transaction(s) shall occur.

"Distribution Date" means any date or dates, as the case may be, determined by Cabot, in its sole and absolute discretion, to be a date on which shares of CMC Common Stock held by Cabot are distributed in connection with the Distribution.

"Distribution Registration Statement" means any and all registration

statements, information statements or other documents filed by any party with the SEC in connection with any transaction constituting part of the Distribution, in each case as supplemented or amended from time to time.

"Employee Benefit Plan Issuance" shall have the meaning set forth in Section 4.2(d).

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, together with the rules and regulations promulgated thereunder.

"GAAP" means generally accepted accounting principles, consistently applied.

"Indemnifying Party" means a Person that is obligated to provide indemnification under this Agreement.

"Indemnitee" means a Person that is entitled to seek indemnification under this Agreement.

"Indemnity Payment" means an amount that an Indemnifying Party is required to pay to an Indemnitee under this Agreement.

"Initial Public Offering" means the initial public offering by CMC of shares of CMC Common Stock as contemplated by the IPO Registration Statement.

"Insurance Proceeds" means the payment received by an insured from an insurance carrier or paid by an insurance carrier on behalf of the insured, net of any applicable premium adjustment and tax effect.

"IPO Registration Statement" means the Registration Statement on Form S-1, Registration No. 333-95093, of CMC, as supplemented and amended from time to time.

"IRS" means Internal Revenue Service of the U.S. Department of Treasury or any successor agency.

"Losses" means all losses, liabilities, claims, obligations, demands, judgments, damages, dues, penalties, assessments, fines (civil or criminal), costs, liens, expenses, forfeitures, settlements, or fees, reasonable attorneys' fees and court costs, of any nature or kind, whether or not the same would properly be reflected on a balance sheet, and "Loss" means any of these.

"Master Separation Agreement" means the Master Separation Agreement by and between Cabot and CMC, dated as of March 28, 2000, as amended from time to time.

"MMD Business" has the meaning ascribed to such term in the Master Separation Agreement.

"Notice" means any notice, request, claim, demand, or other communication under this Agreement.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

"Pre-Distribution Period" means the period of time from the date hereof until the completion of the Distribution.

"Quarterly Financial Statements" has the meaning set forth in
Section 4.1(a)(v).

"Regulation S-K" means Regulation S-K of the General Rules and Regulations promulgated by the SEC.

"Regulation S-X" means Regulation S-X of the General Rules and Regulations promulgated by the SEC.

"Representative" means, with respect to any Person, any of such Person's directors, officers, employees, agents, consultants, advisors, accountants or attorneys.

"Request" has the meaning set forth in Section 5.7.

"Rights Plan" means the Agreement by and between CMC and BankBoston N.A., as Rights Agent, as amended from time to time.

"SEC" means the United States Securities and Exchange Commission or any successor agency.

"Section 4.2(d) Per Share Fair Market Value" means, as of any date of determination, (i) with respect to any share of CMC Common Stock or any other share of CMC Capital Stock quoted on the Nasdaq National Market or any other stock exchange or inter-dealer or other quotation system, the average of the closing prices of CMC Common Stock or such other CMC Capital stock on the Nasdaq National Market or such other stock exchange or inter-dealer or other quotation system during the sixty (60) trading days immediately preceding such date of determination (it being understood and agreed that if any class of CMC Common Stock or CMC Capital Stock is traded and/or quoted on more than one stock exchange or inter-dealer or other quotation system, the calculation to be made pursuant to this clause (i) shall be based upon the closing prices of such class of CMC Common Stock or CMC Capital Stock on the stock exchange or inter-

dealer or other quotation system which had the greatest average daily trading volume in shares of such class during the relevant sixty (60) trading day period), and (ii) with respect to any share of CMC Capital Stock that is not publicly traded, the per share fair market value as determined by a nationally recognized investment banking firm mutually agreed by CMC and Cabot in their reasonable discretion.

"Securities Act" means the Securities Act of 1933, as amended from time to time, together with the rules and regulations promulgated thereunder.

"Separate Counsel" has the meaning set forth in Section 5.6(b).

"Service Agent" means (i) for Cabot, The Corporation Trust Company, with offices on the date hereof at 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801; and (ii) for CMC, The Corporation Trust Company, with offices on the date hereof at 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

"Subsequent Tax Opinion/Ruling" means either (i) an opinion of counsel selected by Cabot, in its sole and absolute discretion, confirming, in form and substance reasonably satisfactory to Cabot, that, as a consequence of the consummation of a subsequent transaction, no income, gain or loss for U.S. federal income tax purposes will be recognized by Cabot, the stockholders or former stockholders of Cabot, or any Cabot Affiliate with respect to the Distribution, or (ii) an IRS private letter ruling to the same effect.

"Subsidiary" means with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries Controls or owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote with respect to the election of members to the board of directors or similar governing body; provided, however, that for the purposes of this Agreement, neither CMC nor any of the Subsidiaries of CMC shall be deemed to be Subsidiaries of Cabot or of any of the Subsidiaries of Cabot.

"Tax" or "Taxes" has the meaning set forth in the Tax Sharing Agreement.

"Tax Control" means, with respect to CMC, ownership of CMC Capital Stock which constitutes at least 80% of both (i) the total combined voting power of all outstanding shares of Voting Stock of CMC and (ii) each class and series of CMC Capital Stock other than Voting Stock of CMC.

"Tax Counsel" means the law firm of Fried, Frank, Harris, Shriver & Jacobson.

"Tax-Free Status of the Distribution" means the nonrecognition of taxable gain or loss for U.S. federal income tax purposes to Cabot, Cabot Affiliates and Cabot's stockholders in connection with the Distribution.

"Tax Opinions/Rulings" means the opinions of Tax Counsel and the rulings by the IRS deliverable to Cabot in connection with the Contribution and the Distribution.

"Tax-Related Losses" means (i) all federal, state and local Taxes (including interest and penalties thereon) imposed pursuant to any settlement, final determination, judgment or otherwise; (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such taxes; and (iii) all costs and expenses that may result from adverse tax consequences to Cabot payable by Cabot or Cabot Affiliates.

"Tax Sharing Agreement" means the Tax Sharing Agreement between Cabot and CMC, dated March 28, 2000.

"Third-Party Claim" means any claim, suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Person other than Cabot or any Cabot Affiliate or CMC or any CMC Affiliate which gives rise to a right of indemnification hereunder.

"Underwriting Agreement" means the Underwriting Agreement between CMC and the underwriters relating to the Initial Public Offering, as amended from time to time.

"Value" means with respect to any trade or business (or portion thereof), the fair market value of the assets constituting such trade or business, less the current liabilities associated with such trade or business, in each case determined as of the applicable Distribution Date.

"Voting Stock" means with respect to any Person, all classes and series of the capital stock of such Person entitled to vote generally in the election of directors.

2. THE INITIAL PUBLIC OFFERING AND THE DISTRIBUTION.

2.1. THE INITIAL PUBLIC OFFERING. CMC shall consult with, and cooperate in all respects with, Cabot in connection with the pricing of the CMC Common Stock to be offered in the Initial Public Offering and shall, at Cabot's direction, promptly take any and all actions necessary or desirable to consummate the Initial Public Offering as contemplated by the IPO Registration Statement and the Underwriting Agreement.

2.2. THE DISTRIBUTION. Cabot currently intends, following the consummation of the Initial Public

Offering, to complete the Distribution within six to twelve months of the date of a letter ruling from the IRS confirming that the Distribution is tax-free to Cabot. Cabot intends to complete the Distribution through means of a spin-off. Cabot shall, in its sole and absolute discretion, determine whether to proceed with all or part of the Distribution and all terms of the Distribution, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, Cabot may at any time and from time to time until the completion of the Distribution modify or change the terms of the Distribution, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. CMC shall cooperate with Cabot in all respects to accomplish the Distribution and shall, at Cabot's direction, promptly take any and all actions necessary or desirable to effect the Distribution, including, without limitation, the registration under the Securities Act of CMC Common Stock on an appropriate registration form or forms to be designated by Cabot. Cabot shall select any investment banker(s) and manager(s) in connection with the Distribution, as well as any financial printer, solicitation and/or exchange agent and outside counsel for Cabot; provided that nothing herein shall prohibit CMC from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution.

2.3. CERTAIN STOCKHOLDER MATTERS. From and after the distribution of CMC Common Stock in connection with any transaction(s) included as part of the Distribution and until such CMC Common Stock is duly transferred in accordance with applicable law, CMC shall regard the Persons receiving CMC Common Stock in such transaction(s) as record holders of CMC Common Stock in accordance with the terms of such transaction(s) without requiring any action on the part of such Persons. CMC agrees that, subject to any transfers of such stock, (a) each such holder shall be entitled to receive all dividends payable on, and exercise voting rights and all other rights and privileges with respect to, the shares of CMC Common Stock then held by such holder and (b) each such holder shall be entitled, without any action on the part of such holder, to receive one or more certificates representing, or other evidence of ownership of, the shares of CMC Common Stock then held by such holder. Cabot shall cooperate, and shall instruct the Cabot Transfer Agent to cooperate, with CMC and the CMC Transfer Agent, and CMC shall cooperate, and shall instruct the CMC Transfer Agent to cooperate, with Cabot and the Cabot Transfer Agent, in connection with all aspects of the Distribution and all other matters relating to the issuance and delivery of certificates representing, or other evidence of ownership of, the shares of CMC Common Stock distributed to the holders of Cabot Common Stock in connection with any transaction(s) included as part of the Distribution. Following the Distribution, Cabot shall instruct the Cabot Transfer Agent to deliver to the CMC Transfer Agent true, correct and complete copies of the stock and transfer records reflecting the holders of Cabot Common Stock receiving shares of CMC Common Stock in connection with any transaction(s) included as part of the Distribution.

2.4. PRIOR RELATIONSHIP. CMC, with respect to CMC and all of the CMC Affiliates, and Cabot, with respect to Cabot and all of the Cabot Affiliates, agree to take all commercially reasonable action to discontinue their respective uses as promptly as is commercially reasonable of any printed material that indicates an ownership or other relationship between or among Cabot and CMC or any of their respective Affiliates that has changed as a result of the Initial Public Offering, the Distribution or any other transactions contemplated hereby; provided that this Section 2.4 shall not prohibit the use of printed material containing appropriate and accurate references to such relationship.

2.5. FURTHER ASSURANCES REGARDING THE DISTRIBUTION. In addition to the actions specifically provided for elsewhere in this Agreement, CMC shall, at Cabot's direction, use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things commercially reasonably necessary, proper or expeditious under applicable laws, regulations and agreements in order to consummate and make effective the Distribution as promptly as reasonably practicable. Without limiting the generality of the foregoing, CMC shall, at Cabot's direction, cooperate with Cabot, and execute and deliver, or use all commercially reasonable efforts to cause to have executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any domestic or foreign governmental or regulatory authority requested by Cabot in order to consummate and make effective the Distribution.

2.6. ABANDONMENT OF THE DISTRIBUTION. The parties expressly acknowledge and agree that Cabot is not obligated in any respect to proceed with or complete the Distribution and that Cabot may, in its sole and absolute discretion, at any time abandon its plans to proceed with or complete the Distribution. In the event that Cabot so determines that it no longer intends to proceed with or complete the Distribution, Cabot shall provide to CMC a written notification of such determination (an "Abandonment Notice"). Effective as of the date of the Abandonment Notice, (a) provided that no Distribution Date has yet occurred, Sections 4.2 and 4.3 of this Agreement shall terminate, become null and void and have no further force and effect (it being expressly understood and agreed by the parties that such Sections shall remain in full force and effect in the event that a Distribution Date has occurred on or prior to the date of the Abandonment Notice) and (b) Cabot's rights, and CMC's obligations, set forth in the Registration Rights Agreement shall immediately become effective.

3. EXPENSES.

3.1. GENERAL. Except as otherwise provided in this Agreement, the Master Separation Agreement, any of the other Ancillary Agreements or any other agreement between the parties relating to the Contribution, the Initial Public Offering or the Distribution, all costs and expenses of either party hereto in connection with the Contribution, the Initial Public Offering and the Distribution shall be paid by the party that incurs such costs and expenses.

3.2. CERTAIN EXPENSES RELATING TO THE INITIAL PUBLIC OFFERING AND THE SEPARATION. CMC shall be liable for all costs, fees and expenses relating to the Initial Public Offering. CMC shall also be liable for all costs, fees and expenses relating to the transfer of Assets from Cabot and the Relevant Cabot Subsidiaries to CMC and the assumption by CMC of the Assumed Liabilities, all in accordance with the Master Separation Agreement (as all such capitalized terms (except for the Master Separation Agreement, are defined in the Master Separation Agreement)).

3.3. CERTAIN EXPENSES RELATING TO THE DISTRIBUTION. Cabot shall liable for all costs, fees and expenses relating to the Distribution; provided that CMC shall be responsible for the payment of (a) the costs, fees and expenses of all of CMC's financial, legal, accounting and other advisors incurred in connection with the Distribution and (b) any internal fees, costs and expenses incurred by CMC or any CMC Affiliate in connection with the Distribution.

4. CERTAIN COVENANTS.

4.1. FINANCIAL AND OTHER INFORMATION.

(a) CMC Financial Information. CMC agrees that, for so long as Cabot is required to consolidate CMC's results of operations and financial position or to account for its investment in CMC under the equity method of accounting (determined in accordance with generally accepted accounting principles consistently applied):

(i) CMC shall, and shall cause each of its Subsidiaries to, maintain a system of internal accounting controls that will provide reasonable assurance that: (A) CMC's and such Subsidiaries' books, records

and accounts fairly reflect all transactions and dispositions of assets and (B) the specific objectives of accounting control are achieved.

(ii) CMC shall, and shall cause each of its Subsidiaries to, maintain a fiscal year which commences on October 1 and ends on September 30 of each calendar year.

(iii) CMC shall deliver to Cabot all schedules consistent with Cabot's corporate closing requirements and in a time consistent with Cabot's corporate closing schedule.

(iv) As soon as practicable, and in any event within 35 days after the end of each of the first three fiscal quarters in each fiscal year of CMC and no later than five days before CMC intends to file its Quarterly Financial Statements (as defined below) with the SEC, CMC shall deliver to Cabot drafts of (A) the consolidated financial statements of CMC and its Subsidiaries (and notes thereto) for such periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of CMC the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X, and (B) a discussion and analysis by management of CMC's and its Subsidiaries' financial condition and results of operations for such fiscal period, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K. The information set forth in (A) and (B) above is herein referred to as the "Quarterly Financial Statements." No later than the earlier of (x) two Business Days prior to the date CMC publicly files the Quarterly Financial Statements with the SEC or otherwise makes such Quarterly Financial Statements publicly available or (y) two Business Days prior to the date on which Cabot has notified CMC that it intends to file its quarterly financial statements with the SEC, CMC shall deliver to Cabot the final form of the Quarterly Financial Statements certified by the chief financial officer of CMC as presenting fairly, in all material respects, the financial condition and results of operations of CMC and its Subsidiaries; provided that CMC may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and changes which corrections and changes shall be delivered by CMC to Cabot as soon as practicable, and in any event within eight hours thereafter; and, provided, further, that Cabot and CMC financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which CMC may consider making to its Quarterly Financial Statements and related

disclosures during the three Business Days immediately prior to any anticipated filing with the SEC, and CMC shall obtain Cabot's consent prior to making any change to CMC's Quarterly Financial Statements or related disclosures which would have an effect upon Cabot's financial statements or related disclosures. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers, or contains information with respect, to the ownership of CMC by Cabot, the separation of CMC from Cabot or the Distribution shall be filed with the SEC or otherwise made public by CMC or any of its Subsidiaries without the prior written consent of Cabot.

(v) CMC shall deliver to Cabot as soon as practicable, and in any event within 45 days after the end of each fiscal year of CMC and no later than 10 days before CMC intends to file its Annual Financial Statements (as defined below) with the SEC, (A) drafts of the consolidated financial statements of CMC (and notes thereto) for such year, setting forth in each case in comparative form the consolidated figures (and notes thereto) for the previous fiscal year and all in reasonable detail and prepared in accordance with Regulation S-X and (B) a discussion and analysis by management of CMC's and its Subsidiaries' financial condition and results of operations for such year, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(a) of Regulation S-K. The information set forth in (A) and (B) above is herein referred to as the "Annual Financial Statements." CMC shall deliver to Cabot all revisions to such drafts as soon as any such revisions are prepared or made. No later than the earlier of (1) five Business Days prior to the date CMC publicly files the Annual Financial Statements with the SEC or otherwise makes such Annual Financial Statements publicly available or (2) five Business Days prior to the date on which Cabot has notified CMC that it intends to file its annual financial statements with the SEC, CMC shall deliver to Cabot the final form of the Annual Financial Statements certified by the chief financial officer of CMC as presenting fairly, in all material respects, the financial condition and results of operations of CMC and its Subsidiaries; provided that CMC may continue to revise such Annual Financial Statements prior to the filing thereof in order to make corrections and changes which corrections and changes shall be delivered by CMC to Cabot as soon as practicable, and in any event within eight hours thereafter; and, provided, further, that Cabot and CMC financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which CMC may consider making to its Annual Financial Statements and related disclosures during the three Business Days immediately prior to any anticipated filing with the SEC, and CMC shall obtain Cabot's consent prior

to making any change to CMC's Annual Financial Statements or related disclosures which would have an effect upon Cabot's financial statements or related disclosures. In addition to the foregoing, no Annual Financial Statement or any other document which refers, or contains information with respect, to the ownership of CMC by Cabot, the separation of CMC from Cabot or the Distribution shall be filed with the SEC or otherwise made public by CMC or any of its Subsidiaries without the prior written consent of Cabot. In any event, CMC shall deliver to Cabot, no later than 70 days after the end of each fiscal year of CMC, the final form of the Annual Financial Statements accompanied by an opinion thereon by CMC's independent certified public accountants.

(vi) CMC shall deliver to Cabot all Quarterly and Annual Financial Statements of each Subsidiary of CMC which is itself required to file financial statements with the SEC or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and detail and on the same time schedule as those financial statements of CMC required to be delivered to Cabot pursuant to this Section 4.1.

(vii) All information provided by CMC or any of its Subsidiaries to Cabot pursuant to Sections 4.1(a)(iii) through
(vii) inclusive shall be consistent in terms of format and detail and otherwise with the procedures in effect on the date hereof with respect to the provision of such financial information by the CMC Business and/or CMC and its Subsidiaries, as applicable, to Cabot (and, where appropriate, as presently presented in financial reports to Cabot's Board of Directors), with such changes therein as may be requested by Cabot from time to time consistent with changes in reporting by sectors and Subsidiaries of Cabot.

(viii) CMC and each of its Subsidiaries which files information with the SEC shall deliver to Cabot: (A) as soon as the same are prepared, substantially final drafts of: (x) all reports, notices and proxy and information statements to be sent or made available by CMC or any of its Subsidiaries to their security holders, (y) all regular, periodic and other reports to be filed under Sections 13, 14 and 15 of the Exchange Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual Reports to Shareholders), and (z) all registration statements and prospectuses to be filed by CMC or any of its Subsidiaries with the SEC or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses
(x), (y) and (z) are referred to herein as "CMC Public Filings"), and (B) as soon as practicable, but in no event later than five Business Days prior to the date

the same are printed, sent or filed, whichever is earliest, final copies of all such CMC Public Filings; provided that CMC may continue to revise such CMC Public Filings prior to the filing thereof in order to make corrections and changes which corrections and changes shall be delivered by CMC to Cabot as soon as practicable, and in any event within four hours thereafter; and, provided, further, that Cabot and CMC financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which CMC may consider making to any of its CMC Public Filings and related disclosures prior to any anticipated filing with the SEC, and CMC shall obtain Cabot's consent prior to making any change to its CMC Public Filings or related disclosures which would have an effect upon Cabot's financial statements or related disclosures. In addition to the foregoing, no CMC Public Filings or any other document which refers, or contains information with respect, to the ownership of CMC by Cabot, the separation of CMC from Cabot or the Distribution shall be filed with the SEC or otherwise made public by CMC or any of its Subsidiaries without the prior written consent of Cabot.

(ix) CMC shall, as promptly as practicable, deliver to Cabot copies of all annual and other budgets and financial projections (consistent in terms of format and detail and otherwise with the procedures in effect on the date hereof) relating to CMC or any of its Subsidiaries and shall provide Cabot an opportunity to meet with management of CMC to discuss such budgets and projections.

(x) With reasonable promptness, CMC shall deliver to Cabot such additional financial and other information and data with respect to CMC and its Subsidiaries and their business, properties, financial positions, results of operations and prospects as from time to time may be reasonably requested by Cabot.

(xi) Prior to issuance, CMC shall deliver to Cabot copies of substantially final drafts of all press releases and other statements to be made available by CMC or any of its Subsidiaries to employees of CMC or any of its Subsidiaries or to the public concerning material developments in the business, properties, earnings, results of operations, financial condition or prospects of CMC or any of its Subsidiaries or the relationship between (A) CMC or any of its Subsidiaries and (B) Cabot or any of its Affiliates. In addition, prior to the issuance of any such press release or public statement, CMC shall consult with Cabot regarding any changes (other than typographical or other similar minor changes) to such substantially final drafts. Immediately following the issuance thereof, CMC shall deliver to Cabot copies of final drafts of all press releases and other public statements.

CMC and Cabot will consult with each other as to the timing of their annual and quarterly earnings releases and will give each other an opportunity to review the information therein relating to CMC and its Subsidiaries and to comment thereon.

(xii) CMC shall cooperate fully, and cause its accountants to cooperate, with Cabot to the extent reasonably requested by Cabot in the preparation of Cabot's public earnings releases, quarterly reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Cabot with the SEC, any national securities exchange or otherwise made publicly available (collectively, "Cabot Public Filings"). CMC agrees to provide to Cabot all information that Cabot reasonably requests in connection with any Cabot Public Filings or that, in the judgment of Cabot's legal staff, is required to be disclosed or incorporated by reference therein under any law, rule or regulation. Such information shall be provided by CMC in a timely manner on the dates reasonably requested by Cabot (which may be earlier than the dates on which CMC otherwise would be required hereunder to have such information available) to enable Cabot to prepare, print and release all Cabot Public Filings on such dates as Cabot shall determine. CMC shall cause its accountants to consent to any reference to them as experts in any Cabot Public Filings required under any law, rule or regulation. If and to the extent reasonably requested by Cabot, CMC shall diligently and promptly review all drafts of such Cabot Public Filings and prepare in a diligent and timely fashion any portion of such Cabot Public Filing pertaining to CMC. Prior to any printing or public release of any Cabot Public Filing, an appropriate executive officer of CMC shall, if requested by Cabot, certify that the information relating to CMC, any CMC Affiliate or the CMC Business in such Cabot Public Filing is accurate, true and correct in all material respects. Unless required by law, rule or regulation, CMC shall not publicly release any financial or other information which conflicts with the information with respect to CMC, any CMC Affiliate or the CMC Business that is included in any Cabot Public Filing without Cabot's prior written consent. Prior to the release or filing thereof, Cabot shall provide CMC with a draft of any portion of a Cabot Public Filing containing information relating to CMC and its Subsidiaries and shall give CMC an opportunity to review such information and comment thereon; provided that Cabot shall determine in its sole discretion the final form and content of all Cabot Public Filings.

(b) Cabot shall cooperate fully, and cause its accountants to cooperate fully, with CMC to the extent reasonably requested by CMC in the preparation of any

CMC Public Filings. Cabot agrees to provide to CMC all information that CMC reasonably requests in connection with any CMC Public Filings or that, in the judgment of CMC's legal staff, is required to be disclosed or incorporated by reference therein under any law, rule or regulation. Such information shall be provided by Cabot in a timely manner on the dates reasonably requested by CMC (which may be earlier than the dates on which Cabot otherwise would be required hereunder to have such information available) to enable CMC to prepare, print and release all CMC Public Filings on such dates as CMC shall determine. Cabot shall cause its accountants to consent to any reference to them as experts in any CMC Public Filings required under any law, rule or regulation. If and to the extent reasonably requested by CMC, Cabot shall diligently and promptly review all drafts of such CMC Public Filings and prepare in a diligent and timely fashion any portion of such CMC Public Filing pertaining to Cabot. Prior to any printing or public release of any CMC Public Filing, an appropriate executive officer of Cabot shall, if requested by CMC, certify that the information relating to Cabot, any Cabot Affiliate or any of their respective businesses in such CMC Public Filing is accurate, true and correct in all material respects. Unless required by law, rule or regulation, Cabot shall not publicly release any financial or other information which conflicts with the information with respect to Cabot, any Cabot Affiliate or any of their respective businesses that is included in any CMC Public Filing without CMC's prior written consent. Prior to the release or filing thereof, CMC shall provide Cabot with a draft of any portion of a CMC Public Filing containing information relating to Cabot and its Subsidiaries and shall give Cabot an opportunity to review such information and comment thereon; provided that CMC shall determine in its sole discretion the final form and content of all CMC Public Filings.

(c) Auditors and Audits; Annual Statements and Accounting. CMC agrees that, for so long as Cabot is required to consolidate CMC's results of operations and financial position or to account for its investment in CMC under the equity method of accounting (in accordance with generally accepted accounting principles):

(i) CMC shall not select a different accounting firm than PricewaterhouseCoopers, LLP to serve as its (and its Subsidiaries') independent certified public accountants ("CMC's Auditors") without Cabot's prior written consent (which shall not be unreasonably withheld).

(ii) CMC shall use its reasonable best efforts to enable the CMC's Auditors to complete their audit such that they will date their opinion on CMC's audited annual financial statements on the same date that Cabot's independent certified public accountants ("Cabot's Auditors") date their opinion on Cabot's audited annual financial statements (the "Cabot Annual Statements"), and to enable Cabot to meet its timetable for the printing, filing and public dissemination of the Cabot Annual Statements.

(iii) CMC shall provide to Cabot on a timely basis all information

that Cabot reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Cabot Annual Statements. Without limiting the generality of the foregoing, CMC will provide all required financial information with respect to CMC and its Subsidiaries to CMC's Auditors in a sufficient and reasonable time and in sufficient detail to permit CMC's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Cabot's Auditors with respect to information to be included or contained in the Cabot Annual Statements.

(iv) CMC shall authorize CMC's Auditors to make available to Cabot's Auditors both the personnel who performed or are performing the annual audit of CMC and work papers related to the annual audit of CMC, in all cases within a reasonable time prior to CMC's Auditors' opinion date, so that Cabot's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of CMC's Auditors as it relates to Cabot's Auditors' report on Cabot's statements, all within sufficient time to enable Cabot to meet its timetable for the printing, filing and public dissemination of the Cabot Annual Statements.

(v) CMC shall provide Cabot's internal auditors access to CMC's and its Subsidiaries, books and records so that Cabot may conduct reasonable audits relating to the financial statements provided by CMC pursuant hereto as well as to the internal accounting controls and operations of CMC and its Subsidiaries.

(vi) CMC shall give Cabot as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. CMC will consult with Cabot and, if requested by Cabot, CMC will consult with Cabot's independent public accountants with respect thereto. CMC will not make any such determination or changes without Cabot's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in CMC's financial statements as filed with the SEC or otherwise publicly disclosed therein.

(vii) Notwithstanding clause (vi) above, CMC shall make any changes in its accounting estimates or accounting principles that are requested by Cabot in order for CMC's accounting estimates and principles to be consistent with those of Cabot.

Nothing in this Section 4.1 shall require CMC to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event that CMC is required under this Section 4.1 to disclose any such information, CMC shall use all commercially reasonable

efforts to seek to obtain such customer's consent to the disclosure of such information.

4.2. OTHER COVENANTS. CMC hereby covenants and agrees that, for so long as Cabot beneficially owns at least 50% of the outstanding shares of CMC Common Stock:

(a) CMC shall not, without the prior written consent of Cabot (which it may withhold in its sole and absolute discretion), take, or cause to be taken, directly or indirectly, any action, including making or failing to make any election under the law of any state, which has the effect, directly or indirectly, of restricting or limiting the ability of Cabot to freely sell, transfer, assign, pledge or otherwise dispose of shares of CMC Common Stock or, other than as provided in the Rights Plan, would restrict or limit the rights of any transferee of Cabot as a holder of CMC Common Stock. Without limiting the generality of the foregoing, CMC shall not, without the prior written consent of Cabot (which it may withhold in its sole and absolute discretion), (i) amend, supplement, restate, modify or alter the Rights Plan or any successor stockholder rights plan in any manner that would result in (A) the ownership of CMC Common Stock by Cabot causing the rights thereunder to detach or become exercisable and/or (B) Cabot and its transferees not being entitled to the same rights thereunder as other holders of CMC Common Stock or (ii) take any action, or take any action to recommend to its stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, Cabot as a CMC stockholder in a manner not applicable to CMC stockholders generally.

(b) CMC shall not, without the prior written consent of Cabot (which it may withhold in its sole and absolute discretion), issue any shares of CMC Capital Stock or any rights, warrants or options to acquire CMC Capital Stock (including, without limitation, securities convertible or exchangeable for CMC Capital Stock), if after giving effect to such issuances and considering all of the shares of CMC Capital Stock acquirable pursuant to such rights, warrants and options to be outstanding on the date of such issuance (whether or not then exercisable), Cabot would own less than 80.5% of the then outstanding shares of CMC Common Stock.

(c) Subject to Section 4.2(d), if Cabot determines in its sole discretion that CMC has taken, is taking or will or will likely undertake any action, including, without limitation, the issuance or distribution of any equity securities, that has or will or will likely result in Cabot owning less than 80.5% of the then outstanding shares of CMC Capital Stock (a "Below the Threshold Action"), (i) CMC shall, at Cabot's option, (x) upon notice from Cabot immediately seek to reverse any such action already taken, cease any such action being taken or not take any future action, as the case may be, in each case to the satisfaction of Cabot or (y) issue or otherwise distribute to Cabot, at no cost to Cabot, additional equity securities such that, after the consummation of any such action Cabot will again or will continue to (as the case may be) own not less than 80.5% of the then outstanding shares of CMC Capital Stock, or (ii) Cabot shall have the right to

purchase shares of CMC Capital Stock on the open market or from third parties sufficient to ensure that after the consummation of any such action Cabot will again or will continue to (as the case may be) own not less than 80.5% of the then outstanding shares of CMC Capital Stock, and CMC shall promptly reimburse Cabot for the purchase price of such shares of CMC Capital Stock, together with all fees, commissions and other expenses incurred by Cabot in making such purchase.

(d) If Cabot determines in its sole discretion that CMC has taken, is taking or will or will likely undertake a Below the Threshold Action after the second anniversary of the closing date of the Initial Public Offering consisting solely of, or solely as a result of, the issuance of CMC Common Stock under CMC's 2000 Equity Incentive Plan or CMC's Employee Stock Purchase Plan as such plans are in effect on such closing date (an "Employee Benefit Plan Issuance"), (i) CMC shall have no obligation to comply with Section 4.2(c)(i)(x), (ii) any additional equity securities of CMC required to be issued or otherwise distributed by CMC to Cabot in accordance with Section 4.2(c)(i)(y) shall be issued to Cabot at a price per share equal to the Section 4.2(d) Per Share Fair Market Value and (iii) CMC shall have no obligation to reimburse Cabot for purchases by Cabot of CMC Capital Stock on the open market or from third parties in accordance with Section 4.2(c)(ii), provided that this Section 4.2(d) shall be of no force and effect and Section 4.2(c) shall continue to apply to any Below the Threshold Action if Cabot determines, in its reasonable discretion, that (x) the Below the Threshold Action is not solely attributable to an Employee Benefit Plan Issuance or (y) it cannot in good faith determine whether the Below the Threshold Action is solely attributable to an Employee Benefit Plan Issuance.

(e) To the extent that Cabot is a party to any contracts or agreements that provide that certain actions of Cabot's Subsidiaries may result in Cabot being in breach of or in default under such agreements and Cabot has advised CMC of the existence, and has furnished CMC with copies, of such contracts or agreements (or the relevant portions thereof), CMC shall not take any actions that reasonably could result in Cabot being in breach of or in default under any such contract or agreement. As of the date hereof, the contracts and agreements (or relevant portions thereof) applicable to this covenant are set forth on Exhibit A attached hereto. CMC hereby acknowledges and agrees that Cabot has furnished it with copies of each contract or agreement (or the relevant portion thereof) listed on Exhibit A. The parties acknowledge and agree that, after the date hereof, Cabot may in good faith (and not solely with the intention of imposing restrictions on CMC pursuant to this covenant) enter into additional contracts or agreements that provide that certain actions of Cabot's Subsidiaries may result in Cabot being in breach of or in default under such agreements. In such event, Exhibit A shall be deemed to be automatically amended to reflect the addition of any other contracts or agreements (or relevant portions thereof) of which Cabot advises CMC after the date hereof in accordance with this Section 4.2(e). CMC agrees to keep confidential and not to disclose any information provided to it pursuant to this Section 4.2(e).

4.3. COVENANTS REGARDING THE INCURRENCE OF INDEBTEDNESS.

(a) CMC hereby covenants and agrees that, for so long as Cabot continues to beneficially own at least 50% of the outstanding shares of CMC Common Stock, CMC shall not, and shall not permit any of its Subsidiaries to, without Cabot's prior written consent (which it may withhold in its sole and absolute discretion), create, incur, assume or suffer to exist any CMC Indebtedness in excess of an aggregate of $50,000,000 outstanding at any time.

(b) In order to implement this Section 4.3, CMC shall notify Cabot in writing at least 15 Business Days prior to the time it or any of its Subsidiaries contemplates incurring any CMC Indebtedness or agreeing to acquire Control of an Acquisition Target of its intention to do so and shall either (i) demonstrate to Cabot's satisfaction that this Section 4.3 shall not be violated by such proposed additional CMC Indebtedness or acquisition or (ii) obtain Cabot's prior written consent to such proposed additional CMC Indebtedness or acquisition. Any such written notification from CMC to Cabot shall include documentation of any existing CMC Indebtedness and estimated CMC Indebtedness after giving effect to such proposed incurrence of additional CMC Indebtedness or acquisition and, if delivered in connection with any transaction(s) involving an Acquisition Target, (A) documentation of the Acquisition Target's Target Indebtedness, (B) calculations of the Acquisition Target's FFO to Debt Ratio and
(C) calculations of compliance with this Section 4.3, including the Adjusted CMC Indebtedness, if applicable. Cabot shall have the right to verify the accuracy of such information and CMC shall cooperate fully with Cabot in such effort (including, without limitation, by providing Cabot with access to the working papers and underlying documentation related to any calculations used in determining such information).

(c) For purposes of this Section 4.3, the following terms shall have the following meanings:

"CMC Indebtedness" means the sum of (i) the aggregate principal amount of total liabilities (whether long-term or short-term) for borrowed money (including capitalized leases) of CMC and its Subsidiaries, as determined for purposes of its consolidated financial statements prepared in accordance with GAAP, and (ii) the aggregate amount attributable to all factoring or securitization of receivables and other financial assets by CMC and its Subsidiaries.

5. INDEMNIFICATION.

5.1. INDEMNIFICATION BY CMC. Subject to Section 5.3, CMC shall indemnify, defend and hold harmless Cabot, all Cabot Affiliates and each of their respective directors, officers and employees (in their capacities as such), from and against:

(a) all Losses relating to, arising out of, or due to, directly or indirectly, any breach by CMC or any CMC Affiliate of any of the provisions of this Agreement;

(b) all Losses relating to, arising out of, or due to, directly or indirectly, any incorrect, inaccurate or incomplete financial and other information provided by CMC or any CMC Affiliate to Cabot pursuant to
Section 4.1 of this Agreement;

(c) all Losses relating to, arising out of, or due to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, the IPO Registration Statement or the omission or alleged omission to state (whether pursuant to direct statement or incorporation by reference) in the IPO Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading other than with respect to the Cabot Disclosure Portions; and

(d) all Losses relating to, arising out of, or due to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, the Distribution Registration Statement or the omission or alleged omission to state (whether pursuant to direct statement or incorporation by reference) in the Distribution Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading other than with respect to the Cabot Disclosure Portions.

5.2. INDEMNIFICATION BY CABOT. Subject to Section 5.3, Cabot shall indemnify, defend, and hold harmless CMC, all CMC Affiliates, and each of their respective directors, officers and employees (in their capacities as such), from and against:

(a) all Losses relating to, arising out of, or due to, directly or indirectly, any breach by Cabot or any Cabot Affiliate of any of the provisions of this Agreement;

(b) all Losses relating to, arising out of, or due to, directly or indirectly, any incorrect, inaccurate or incomplete financial and other information provided by Cabot or any Cabot Affiliate to CMC pursuant to
Section 4.1 of this Agreement;

(c) all Losses relating to, arising out of, or due to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, the Cabot Disclosure Portions of the IPO Registration Statement or the omission or alleged omission to state (whether pursuant to direct statement or incorporation by

reference) in the Cabot Disclosure Portions of the IPO Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading; and

(d) all Losses relating to, arising out of, or due to any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, the Cabot Disclosure Portions of the Distribution Registration Statement or the omission or alleged omission to state (whether pursuant to direct statement or incorporation by reference) in the Cabot Disclosure Portions of the Distribution Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading.

5.3. OTHER LIABILITIES.

(a) Except as provided in Section 5.4, this Section 5 shall not be applicable to any Tax-Related Losses, which shall be governed by the Tax Sharing Agreement.

(b) This Section 5 shall not be applicable to any Losses relating to, arising out of, or due to any breach of the provisions of any other contract, agreement or understanding between Cabot or any Cabot Affiliate and CMC or any CMC Affiliate, including, without limitation, the Master Separation Agreement, the Tax Sharing Agreement and any of the other Ancillary Agreements, which Losses shall be governed by the terms of such contract, agreement or understanding.

5.4. TAX EFFECTS OF INDEMNIFICATION.

(a) Any indemnification payment made under this Agreement shall be characterized for tax purposes as if such payment were made immediately prior to the latest Distribution Date, and shall therefore be treated, to the extent permitted by law, as either (i) a distribution from CMC to Cabot or (ii) a capital contribution from Cabot to CMC.

(b) The amount of any Loss for which indemnification is provided under this Agreement shall be (i) increased to take account of net Tax cost, if any, incurred by the Indemnitee arising from the receipt or accrual of an Indemnity Payment hereunder (grossed up for such increase) and (ii) reduced to take account of net Tax benefit, if any, realized by the Indemnitee arising from incurring or paying such Loss. In computing the amount of any such Tax cost or Tax benefit, the Indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any Indemnity Payment hereunder or incurring or

paying any indemnified Loss. Any Indemnity Payment hereunder shall initially be made without regard to this Section 5.4 and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the Indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an Indemnitee shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such Indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such Indemnitee would be required to pay but for the receipt or accrual of the Indemnity Payment or the incurrence or payment of such Loss, as the case may be. The amount of any increase or reduction hereunder shall be adjusted to reflect any final determination (which shall include the execution of Form 870-AD or successor form) with respect to the Indemnity's liability for Taxes, and payments between Cabot and CMC to reflect such adjustment shall be made if necessary.

5.5. EFFECT OF INSURANCE UPON INDEMNIFICATION. The amount which an Indemnifying Party is required to pay to any Indemnitee pursuant to this Section 5 shall be reduced (including retroactively) by any Insurance Proceeds and other amounts actually recovered by such Indemnitee in reduction of the related Loss, it being understood and agreed that each of CMC and Cabot shall use commercially reasonable efforts to collect any such proceeds or other amounts to which it or any of its Affiliates is entitled, without regard to whether it is the Indemnifying Party hereunder. No Indemnitee shall be required, however, to collect any such proceeds or other amounts prior to being entitled to indemnification from an Indemnifying Party hereunder. If an Indemnitee receives an Indemnity Payment in respect of a Loss and subsequently receives Insurance Proceeds or other amounts in respect of such Loss, then such Indemnitee shall pay to such Indemnifying Party an amount equal to the difference between (a) the sum of the amount of such Indemnity Payment and the amount of such Insurance Proceeds or other amounts actually received and (b) the amount of such Loss, in each case adjusted (at such time as appropriate adjustment can be determined) to reflect any premium adjustment attributable to such claim.

5.6. PROCEDURE FOR INDEMNIFICATION INVOLVING THIRD-PARTY CLAIMS.

(a) Notice of Claim. If any Indemnitee receives notice of the assertion of any Third-Party Claim with respect to which an Indemnifying Party is obligated under this Agreement to provide indemnification, such Indemnitee shall give such Indemnifying Party notice thereof (together with a copy of such Third-Party Claim, process or other legal pleading) promptly after becoming aware of such Third-Party Claim; provided, however, that the failure of any Indemnitee to give notice as provided in this Section shall

not relieve any Indemnifying Party of its obligations under this Section 5, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall describe such Third-Party Claim in reasonable detail.

(b) Obligation of Indemnifying Party. An Indemnifying Party, at such Indemnifying Party's own expense and through counsel chosen by such Indemnifying Party (which counsel shall be reasonably acceptable to the Indemnitee), may elect to defend any Third-Party Claim. If an Indemnifying Party elects to defend a Third-Party Claim, then, within ten Business Days after receiving notice of such Third-Party Claim (or sooner, if the nature of such Third-Party Claim so requires), such Indemnifying Party shall notify the Indemnitee of its intent to do so, and such Indemnitee shall cooperate in the defense of such Third-Party Claim. Such Indemnifying Party shall pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with such cooperation. Such Indemnifying Party shall keep the Indemnitee reasonably informed as to the status of the defense of such Third-Party Claim. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnifying Party shall not be liable to such Indemnitee under this Section 5 for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other than those expenses referred to in the preceding sentence; provided, however, that such Indemnitee shall have the right to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction ("Separate Counsel"), to represent such Indemnitee in any action or group of related actions (which firm or firms shall be reasonably acceptable to the Indemnifying Party) if, in such Indemnitee's reasonable judgment at any time, either a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim, or there may be defenses available to such Indemnitee which are different from or in addition to those available to such Indemnifying Party and the representation of both parties by the same counsel would be inappropriate, and in that event (i) the reasonable fees and expenses of such Separate Counsel shall be paid by such Indemnifying Party (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one Separate Counsel (excluding local counsel) with respect to any Third-Party Claim (even if against multiple Indemnitees)) and
(ii) each of such Indemnifying Party and such Indemnitee shall have the right to conduct its own defense in respect of such claim. If an Indemnifying Party elects not to defend against a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in this Section 5 within the period of ten Business Days described above, the Indemnitee may defend, compromise, and settle such Third-Party Claim and shall be entitled to indemnification hereunder (to the extent permitted hereunder); provided, however, that no such Indemnitee may compromise or settle any such Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnitee, (i) settle or compromise any Third-Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the

claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such Third-Party Claim or (ii) settle or compromise any Third-Party Claim in any manner that would be reasonably likely to have a material adverse effect on the Indemnitee.

(c) Joint Defense of Certain Claims. Notwithstanding the provisions of Section 5.6(b), Cabot and CMC shall jointly control the defense of, and cooperate with each other with respect to defending, any Third-Party Claim with respect to which each party is claiming that it is entitled to indemnification under Section 5.1 or 5.2. If either Cabot or CMC fails to defend jointly any such Third-Party Claim, the other party shall solely defend such Third-Party Claim and the party failing to defend jointly shall use all commercially reasonable efforts to cooperate with the other party in its defense of such Third-Party Claim; provided, however, that neither party may compromise or settle any such Third-Party Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. All costs and expenses of either party in connection with, and during the course of, the joint control of the defense of any such Third-Party Claim shall be initially paid by the party that incurs such costs and expenses. Such costs and expenses shall be reallocated and reimbursed in accordance with the respective indemnification obligations of the parties at the conclusion of the defense of such Third-Party Claim.

5.7. PROCEDURE FOR INDEMNIFICATION NOT INVOLVING THIRD-PARTY CLAIMS. If any Indemnitee desires to assert against an Indemnifying Party any claim for indemnification under this Section 5 other than a Third-Party Claim (a "Claim"), the Indemnitee shall deliver to the Indemnifying Party notice of its demand for satisfaction of such Claim (a "Request"), specifying in reasonable detail the amount of such Claim and the basis for asserting such Claim. Within 30 days after the Indemnifying Party has been given a Request, the Indemnifying Party shall either (i) satisfy the Claim requested to be satisfied in such Request by delivering to the Indemnitee payment by wire transfer or a certified or bank cashier's check payable to the Indemnified Party in immediately available funds in an amount equal to the amount of such Claim, or (ii) notify the Indemnitee that the Indemnifying Party contests such Claim by delivering to the Indemnitee a Dispute Notice, stating that the Indemnifying Party objects to such Claim and specifying in reasonable detail the basis for contesting such Claim. Any dispute described in clause (ii) of this Section 5.7 shall be subject to the provisions of Section 6.1.

5.8. EXCLUSIVE REMEDIES. Except for the right to pursue equitable remedies, the remedies provided in this Section 5 shall be deemed the sole and exclusive remedies of the parties with respect to the subject matters of the indemnification provisions of this Section 5.

6. MISCELLANEOUS.

6.1. DISPUTE RESOLUTION. Except as otherwise set forth in the Ancillary Agreements, resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, or otherwise (collectively, "Disputes"), shall be exclusively governed by and settled in accordance with the provisions of this Section 6.1. The parties hereto shall use all commercially reasonable efforts to settle all Disputes without resorting to mediation, arbitration, litigation or other third party dispute resolution mechanisms. If any Dispute remains unsettled, the parties hereby agree to mediate such Dispute using a mediator reasonably acceptable to all parties involved in such Dispute. If the Parties are unable to resolve such dispute through mediation, each Party will be free to commence proceedings for the resolution thereof. No Party shall be entitled to consequential, special, exemplary or punitive damages.

6.2. SURVIVAL. The representations and warranties contained in this Agreement shall survive the execution and delivery hereof and all Distribution Dates until the expiration of all applicable statutes of limitations.

6.3. COMPLETE AGREEMENT. Except as otherwise set forth in this Agreement, this Agreement and the exhibits hereto shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements and understandings, whether written or oral, between the parties with respect to such subject matter.

6.4. AUTHORITY. Each of the parties hereto represents to the other that (a) it has the corporate power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

6.5. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

6.6. CONSENT TO EXCLUSIVE JURISDICTION. Any action, suit or proceeding arising out of any claim that the parties cannot settle through good faith negotiations shall be litigated exclusively in the state courts of Delaware. Each of the parties hereto hereby irrevocably and unconditionally (a) submits to the jurisdiction of the state courts of Delaware for any such action, suit or proceeding, (b) agrees not to commence any such action, suit or proceeding except in the state courts of Delaware, (c) waives, and agrees not to plead or to make, any objection to the venue of any such action, suit or proceeding in the state courts of Delaware, (d) waives, and agrees not to plead or to make, any claim that any such action, suit or proceeding brought in the state courts of Delaware has been brought in an improper or otherwise inconvenient forum, (e) waives, and agrees not to plead or to make, any claim that the state courts of Delaware lack personal jurisdiction over it, and (f) waives its right to remove any such action, suit or proceeding to the federal courts except when such courts are vested with sole and exclusive jurisdiction by statute. Cabot and CMC shall cooperate with each other in connection with any such action, suit or proceeding to obtain reliable assurances that confidential treatment will be accorded any information that either party shall reasonably deem to be confidential or proprietary. Each of the parties hereto irrevocably designates and appoints its respective Service Agent as its agent to receive service of process in any such action, suit or proceeding. Each of the parties hereto further covenants and agrees that, until the expiration of all applicable statutes of limitations relating to potential claims under this Agreement, each such party shall maintain a duly appointed agent for the service of summonses and other legal process in the State of Delaware, and shall promptly notify the other party hereto of any change in the name or address of its Service Agent and the name and address of any replacement for its Service Agent, if such agent is no longer the Service Agent named herein. Notwithstanding anything contained in this Section 6.6, all claims for indemnification under Section 5 shall be governed by the provisions thereof.

6.7. NOTICES. All Notices and other communications hereunder shall be in writing and shall be delivered in person, by telecopy, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:

(a) If to Cabot, to:

Cabot Corporation 75 State Street

         Boston, Massachusetts 02109

         Attention:            Chief Financial Officer
         Telecopy No.:         (617) 342-6281

         With a copy to:

         Law Department
         Cabot Corporation
         75 State Street
         Boston, Massachusetts  02109

         Attention:            General Counsel
         Telecopy No.:         (617) 342-6039
(b)      If to CMC, to:

         Cabot Microelectronics Corporation
         870 North Commons Drive
         Aurora, Illinois 60504

         Attention:            President
         Telecopy No.:         (630) 375-5593

or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery or when delivery is refused. Any notice or communication sent by telecopy or by air courier shall be deemed effective on the first Business Day at the place at which such notice or communication is received following the day on which such notice or communication was sent.

6.8. AMENDMENT AND MODIFICATION. This Agreement may not be amended or modified in any respect except by a written agreement signed by both of the parties hereto.

6.9. BINDING EFFECT; ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon the parties hereto and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of either party with another Person, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other

party, which consent shall not be unreasonably withheld or delayed.

6.10. THIRD PARTY BENEFICIARIES. The Indemnitees and their respective successors shall be third party beneficiaries of the indemnification provisions of Section 6, as applicable, and shall be entitled to enforce those provisions and in connection with such enforcement shall be subject to Section 6.6, in each such case as fully and to the same extent as if they were parties to this Agreement. Except as provided in the previous sentence, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, and no Person (other than as provided in the previous sentence) shall be deemed a third party beneficiary under or by reason of this Agreement.

6.11. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Agreement may be executed by facsimile signature.

6.12. WAIVER. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but such waiver shall be effective only if it is in writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this Agreement. No failure by either party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the party against whom the existence of such waiver is asserted.

6.13. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

6.14. REMEDIES. Each of Cabot and CMC shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys' fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. Each of Cabot and CMC acknowledges and agrees that under certain circumstances the breach by Cabot or any of its Affiliates or CMC or any of its Affiliates of a term or provision of this Agreement will materially and irreparably harm the other party, that money damages will accordingly not be an adequate remedy for such breach and that the non-defaulting party, in its sole discretion and in addition to its rights under this Agreement and any other remedies it may have at law or in equity, may apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any breach of the provisions of this Agreement.

6.15. PERFORMANCE. Each of the parties hereto shall use all commercially reasonable efforts to cause to be performed all actions, agreements and obligations set forth herein to be performed by any Affiliate of such party.

6.16. REFERENCES; CONSTRUCTION. The table of contents and the section and other headings and subheadings contained in this Agreement and the exhibits hereto are solely for the purpose of reference, are not part of the agreement of the parties hereto, and shall not in any way affect the meaning or interpretation of this Agreement or any exhibit hereto. All references to days or months shall be deemed references to calendar days or months. All references to "$" shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a "Section" or an "Exhibit" shall be deemed to refer to a section of this Agreement or an exhibit to this Agreement, as applicable. The words "hereof," "herein" and "hereunder" and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words "include," "includes" or "including" are used in this Agreement, unless otherwise specifically provided, they shall be deemed to be followed by the words "without limitation." This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing the document to be drafted.

* * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date and year first written above.

CABOT CORPORATION

By:    /s/ Samuel W. Bodman
       --------------------
       Name:  Samuel W. Bodman
       Title: Chairman and
              Chief Executive Officer

CABOT MICROELECTRONICS CORPORATION

By:    /s/ Matthew Neville
       --------------------
       Name:  Matthew Neville
       Title: President and
              Chief Executive Officer

EXHIBIT A

AGREEMENTS SUBJECT TO SECTION 4.2(e)

Cabot is a party to the following agreements, the covenants of which shall be subject to Section 4.2(e) of the IPO and Distribution Agreement:

1. Indenture, dated as of December 1, 1987, between Cabot Corporation and the First National Bank of Boston, Trustee.

2. First Supplemental Indenture dated as of June 17, 1992, to Indenture, dated as of December 1, 1987, between Cabot Corporation and the First National Bank of Boston, Trustee.

3. Second Supplemental Indenture, dated as of January 31, 1997, between Cabot Corporation and State Street Bank and Trust Company, Trustee.

4. Third Supplemental Indenture, dated as of November 20, 1998, between Cabot Corporation and State Street Bank and Trust Company, Trustee.

5. Credit Agreement, dated as of January 3, 1997, among Cabot Corporation, the banks listed therein and Morgan Guaranty Trust Company of New York, as Agent.

6. Note Purchase Agreement between John Hancock Mutual Life Insurance Company, State Street Bank and Trust Company, as trustee for the Cabot Corporation Employee Stock Ownership Plan, and Cabot Corporation., dated as of November 15, 1988.

7. Various confidentiality and secrecy agreements between Cabot Corporation and third parties with respect to which employees of CMC have knowledge as a result of their employment with Cabot Corporation.

Exhibit 10.6

CONFIDENTIAL DISCLOSURE & LICENSE AGREEMENT

This Confidential Disclosure & License Agreement (as such agreement may be amended from time to time, the "CDL Agreement") is entered into as of March 28, 2000 by and between Cabot Corporation, a Delaware corporation ("Cabot") and Cabot Microelectronics Corporation, a Delaware corporation ("CMC"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in Article 1 hereof.

WHEREAS, in connection with the contribution of substantially all of the assets and liabilities of the MMD BUSINESS (as hereinafter defined) by Cabot to its subsidiary, CMC, and the separation of such MMD BUSINESS from Cabot's other businesses, Cabot and CMC desire to enter into this CDL Agreement concerning the obligations of the parties with respect to confidential or proprietary information, intellectual property, and other matters that are set forth below.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties agree as follows:

DEFINITIONS:

For all purposes of this CDL Agreement, and except as otherwise expressly provided, capitalized terms used herein shall have the following meanings:

"AFFILIATE" of any specified Person means any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such specified Person; provided, however, that for purposes of this CDL Agreement,
(i) Cabot and its subsidiaries (other than CMC and its subsidiaries) shall not be considered Affiliates of CMC and (ii) CMC and its subsidiaries shall not be considered Affiliates of Cabot.

"ANCILLARY AGREEMENTS" shall have the same meaning as set forth in the Master Separation Agreement, by and among the parties hereto, dated the date hereof (the "Master Separation Agreement").

"MMD ASSETS" shall have the same meaning as set forth in the Master Separation Agreement.

"CABOT BUSINESSES" means the businesses conducted by Cabot and/or any of its Affiliates at any time on or before the Contribution Date, but excluding the MMD Business.

"CABOT CONFIDENTIAL INFORMATION" means confidential or proprietary information relating to the Cabot Businesses, including, but not limited to, any unpublished Technology, unpublished patent applications, and other confidential or proprietary technical and business information relating to the Cabot Businesses. Examples of Cabot Confidential Information include, without limitation: trade secrets and other proprietary or confidential information of Cabot relating to the Cabot Businesses; trade secrets and other proprietary or confidential information of any other person entrusted to Cabot in connection with the Cabot

Businesses; and trade secrets and other proprietary or confidential information relating to the Cabot Businesses developed by any employee of the MMD Business prior to the Contribution Date or to which any employee of the MMD Business was provided access on or prior to the Contribution Date.

"CMP" means chemical mechanical polishing consumables for use in the semiconductor, electronic, rigid disk and magnetic head, and flat panel display industries, such as polishing slurries, polishing pads, cleaning compositions, precursor compositions, and related consumables.

"CONTRIBUTION DATE" means March 28, 2000.

"CONTROL" means the possession, direct or indirect, of the power to direct or cause the direction of the management of the policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "CONTROLLING" and "CONTROLLED" have the corollary meanings ascribed thereto.

"COPYRIGHTS" means all registered and unregistered copyrights and applications therefor.

"MMD BUSINESS" means the business conducted by the Microelectronics Materials Division of Cabot at any time on or before the Contribution Date, either directly or indirectly through Cabot Carbon Ltd. and Cabot Specialty Chemicals International Corporation, including, but not limited to, (i) all business operations whose financial performance is reflected in the financial statement (including the notes thereto) for the period ended September 30, 1999, as set forth in the Registration Statement on form S-1, Reg. No. 333-95093, as it may be amended (the "CMC Financial Statements") and (ii) all business operations initiated or acquired by the Microelectronics Materials Division of Cabot after the date of the CMC Financial Statements.

"MMD CONFIDENTIAL INFORMATION" means confidential or proprietary information relating exclusively to the MMD Business, including, but not limited to, any unpublished Technology, unpublished patent applications, and other confidential or proprietary technical and business information relating exclusively to the MMD Business. Examples of MMD Confidential Information include, without limitation: trade secrets and other proprietary or confidential information transferred to CMC as part of the Assets; and trade secrets and other proprietary or confidential information of any other person entrusted to Cabot solely in connection with the MMD Business on or prior to the Contribution Date.

"PATENTS" means all patents and patent applications (including any divisions, continuations, continuations-in-part, reexaminations, extensions, renewals or reissues thereof), design registrations, utility models and similar rights and applications therefor.

"PERSON" means an individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated association, any other entity, or any government or any department or agency or other unit thereof.

"TECHNOLOGY" means all technology and know-how, including without limitation,

technical information, trade secrets and knowledge, design rights (other than statutory registrations), whether included in or derived from specifications, manuals, notebooks, reports, documents, blue prints, inventions, drawings, formulae, procedures, processes, devices, software and source code and documentation therefor, flow charts, recording media, and other intangible, tangible and electronic embodiments of information.

1. CONFIDENTIALITY

1.1 Cabot agrees to keep confidential and not disclose, and shall cause its Affiliates to keep confidential and not disclose, to any third party and not to use for any purpose not authorized by CMC, in whole or in part, any MMD Confidential Information.

1.2 CMC agrees to keep confidential and not disclose, and to cause its Affiliates to keep confidential and not disclose, to any third party and not to use for any purpose not authorized by Cabot, in whole or in part, any Cabot Confidential Information.

1.3 For purposes of this CDL Agreement, Cabot Confidential Information and MMD Confidential Information do not include, and a party and a party's Affiliates (a party and Affiliates of the party being referred to as the "receiving party") will have no obligations under this CDL Agreement, with respect to any information of the other party or any Affiliate of the other party (the other party and Affiliates of the other party being referred to as the "disclosing party") which:

(i) in the case of Cabot, is known to Cabot from a source other than the MMD Business or CMC, as evidenced by competent proof thereof; or

(ii) in the case of CMC, is known to CMC from a source other than Cabot Businesses, as evidenced by competent proof thereof; or

(iii) is or becomes publicly known through no wrongful act of the receiving party (in which event the receiving party's obligations under this CDL Agreement in respect thereto shall terminate on the date such information enters the public domain); or

(iv) is or was rightfully received by the receiving party from a third party without violation of any obligations of confidentiality and/or use restrictions owed by the third party to the disclosing party or any other party; or

(v) is disclosed by the disclosing party to a third party without restrictions on the third party's right to use or disclose such information; or

(vi) is independently developed by employees or consultants of the receiving party without use of or reference to the disclosing party's proprietary information; or

(vii) is approved for release by the prior written authorization of the disclosing party.

In addition, if the receiving party is requested or required (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand, similar process or otherwise) to disclose any Confidential Information of the disclosing party, such receiving party will provide prompt notice to the disclosing party on such request(s) so that such disclosing party may seek any appropriate protective order and/or waive compliance with the provisions of this CDL Agreement. Failing the entry of a protective order or the receipt of a waiver hereunder, if the receiving party is in the written opinion of its attorneys legally required to disclose any of the disclosing party's Confidential Information under pain of liability for contempt or other material censure or material penalty, the receiving party may disclose such Confidential Information without liability hereunder upon notice to the disclosing party. Notwithstanding the foregoing, Cabot is permitted to disclose MMD Confidential Information as required in litigation that is pending as of the Contribution Date.

2. ANCILLARY LICENSE GRANT BY CABOT

2.1 As of the Contribution Date, Cabot hereby grants to CMC and its Affiliates (but only so long as an Affiliate of CMC) for CMP a fully paid-up, world-wide, non-exclusive license to only such Copyrights, Patents, and Technology of Cabot that:

(x) are not included within the MMD Assets, AND,

(y) (a) are owned by Cabot on the Contribution Date,

(b) do NOT relate to (i) treated or untreated fumed metal oxide particles or the manufacture or treatment of fumed metal oxide particles; or (ii) cesium chemicals or other products of Cabot's Performance Materials Division or the manufacture thereof;

(c) would be infringed in the case of Copyrights and Patents, or misappropriated in the case of Technology, by the manufacture, treatment, processing, handling, marketing, sale, or use of any products (excluding treated or untreated fumed metal oxide particles and cesium chemicals or other products of Cabot's Performance Materials Division) of the type sold or offered for sale by the MMD Business as of the Contribution Date, and

(d) were used by Cabot in connection with activities undertaken by the MMD Business on or prior to the Contribution Date.

(The license granted in this Subsection 2.1 is hereinafter also referred to as the "Ancillary License").

2.2 All trade secrets and other confidential or proprietary Technology, unpublished Copyrights, and unpublished patent applications licensed to CMC and its Affiliates pursuant to the Ancillary License that fall within the definition of Cabot Confidential Information shall

remain subject to the provisions of Article 1 of this CDL Agreement.

2.3 Cabot shall not assert, and shall cause its Affiliates not to assert, any of the Patents or copyrights in published copyrightable works licensed to CMC and its Affiliates under the Ancillary License against their respective customers with respect to their customers' use of CMP products manufactured and/or supplied by CMC or any of its Affiliates pursuant to the Ancillary License.

2.4 The Ancillary License does not include the right to grant sublicenses to others without the prior written authorization of Cabot. Any sublicense(s) granted by CMC or any of its Affiliates in violation of this provision shall be void, and the granting or any attempted grant by CMC or any of its Affiliates of any sublicense(s) in violation of this provision shall in particular constitute a material breach of this CDL Agreement by CMC.

2.5 Notwithstanding Section 8.6 herein, the rights of CMC and its Affiliates pursuant to this Ancillary License are personal to CMC and its Affiliates and shall not be assignable without the prior written authorization of Cabot.

2.6 In no event shall the Ancillary License be used in connection with or support of any activity that is competitive with any activity of Cabot.

3. LICENSE GRANT TO CABOT BY CMC

3.1 As of the Effective Date of this CDL Agreement, CMC hereby grants to Cabot and its Affiliates (but only so long as an Affiliate of Cabot) a fully paid-up, worldwide, non-exclusive license to Copyrights, Patents, and Technology that are among the MMD Assets, that would be infringed by the manufacture, treatment, processing, handling, marketing, sale, or use of any products or services sold or offered for sale by Cabot or any of its Affiliates for applications other than CMP.

(The license granted in this Subsection 3.1 is hereinafter also referred to as the "Cabot License").

3.2 All trade secrets and other confidential or proprietary Technology, unpublished Copyrights, and unpublished patent applications licensed to Cabot and its Affiliates pursuant to the Cabot License that fall within the definition of MMD Confidential Information shall remain subject to the provisions of Article 1 of this CDL Agreement.

3.3 CMC shall not assert, and shall cause its Affiliates not to assert, any of the Patents or copyrights in published copyrightable works licensed to Cabot under the Cabot License against Cabot's customers with respect to their customers' use of non-CMP products manufactured and/or supplied by Cabot or its Affiliates pursuant to the Cabot License.

3.4 The Cabot License does not include the right to grant sublicenses to others without the prior written authorization of CMC. Any sublicense(s) granted by Cabot or any of its Affiliates in violation of this provision shall be void, and the granting or any attempted grant by Cabot or

any Affiliate of Cabot of any sublicense(s) in violation of this provision shall in particular constitute a material breach of this CDL Agreement by CABOT.

3.5 Notwithstanding Section 8.6 herein, the rights of Cabot and its Affiliates pursuant to this Cabot License are personal to Cabot and its Affiliates and shall not be assignable without the prior written authorization of CMC.

3.6 In no event shall the Cabot License be used in connection with or support of any activity that is competitive with any activity of CMC.

4. COOPERATION

4.1 The parties will do everything that is necessary or appropriate to conform to the purpose and spirit of this CDL Agreement, including, without limitation, cooperating with the other party in connection with the maintenance, enforcement and protection of the Copyrights, Patents and Technology, and executing any and all documents or instruments, or obtaining any consents, in order to assign, transfer, perfect, record, maintain, enforce or otherwise carry out the intent of the terms of this CDL Agreement.

4.2 Each party will take appropriate measures to assure the confidentiality and non-use obligations and other applicable obligations of a party pursuant to this CDL Agreement are met by its legal representatives, members of supervisory bodies, management, employees or other agents.

5. CABOT PARTICLE AND PERFORMANCE MATERIALS TECHNOLOGY

In addition to its obligations pursuant to Section 1 above, CMC agrees, and shall cause its Affiliates to agree, not to use any information in its possession as of the Contribution Date concerning (i) Cabot's fumed metal oxide products (treated and untreated) and related manufacturing or treatment processes; (ii) cesium chemicals and other products of Cabot's Performance Materials Division and related manufacturing processes; and (iii) any information concerning the raw materials, suppliers, and/or equipment used in any such processes, including product specifications, to manufacture or have manufactured (a) treated or untreated fumed metal oxide particles and/or (b) cesium chemicals and other products of Cabot's Performance Materials Division. CMC further agrees, and shall further cause its Affiliates to agree, not to disclose same to any third party. The obligations of CMC and its Affiliates pursuant to this Section 5 shall apply to the foregoing information without regard to whether or not it falls within the exceptions set forth in Subsection 1.3 above.

6. DISPERSION INTELLECTUAL PROPERTY

6.1 Cabot hereby agrees to assign to CMC an undivided one-half joint interest in and to Cabot's rights in the Patents listed in Schedule 6.1 hereto ("Dispersion Patents") (including the

right, subject to Section 6.10 below, to enforce Dispersion Patents, including the right to sue for past, present, and future violations thereof, and to seek and obtain relief and judgment therefor and/or to settle any such claims and to collect monies owed in connection with such judgments or settlements). Subject to the parties' respective undertakings of Sections 6.9 and 6.10, each of Cabot and CMC shall enjoy its rights as a joint owner of the Dispersion Patents in each applicable country without the consent of, and without accounting to, the other joint owner.

6.2 Cabot hereby agrees to assign to CMC an undivided one-half joint interest in and to Cabot's rights in the Technology owned by Cabot which relates to fumed metal oxide dispersions, the preparation of fumed metal oxide dispersions, quality control procedures and other testing and analytical procedures associated therewith, handling and packaging processes and procedures for such dispersions and raw materials, ISO documentation, and other information, processes, specifications, data, formulae and formulations (including, e.g., the identity and amounts of the dispersion medium, fumed metal oxide(s), other ingredients included for the purpose of preparing stable, clean, fumed metal oxide dispersions (e.g., stabilizers, surfactants, acid, base, biocide, etc.)) used in or relating to fumed metal oxide dispersions made by Cabot (including those made by the MMD Division thereof) on or prior to the Contribution Date ("Dispersion Technology"). As used herein, "Dispersion Technology" does not include ingredients and process information, the sole purpose and function of which is specific to a particular end-use application for the fumed metal oxide dispersion. Subject to the parties' respective undertakings of Sections 6.9 and 6.10, each of Cabot and CMC shall enjoy its rights as a joint owner of Dispersion Technology without the consent of, and without accounting to, the other joint owner.

6.3 As soon as reasonably practicable after the date of this CDL Agreement, CMC will deliver to Cabot, and Cabot will deliver to CMC, copies of all tangible and electronic documentation of Dispersion Technology within its possession or control (including, without limitation, that within the possession of Davies) that is reasonably required to use, and/or to develop and commercialize fumed metal oxide dispersions made with, the Dispersion Technology. Cabot and CMC, as the case may be, will further provide copies of tangible and/or electronic documentation not previously provided in response to reasonable requests from the other.

6.4 Cabot hereby agrees to assign to CMC an undivided one-half joint interest in and to Cabot's rights in the registered copyrights and pending applications for copyright registration listed in Schedule 6.4 hereto and the unpublished copyrighted works included within the Dispersion Technology ("Dispersion Copyrights"). Subject to the parties' respective undertakings of Sections 6.9 and 6.10, each of Cabot and CMC shall enjoy its rights as a joint owner of the Dispersion Copyrights in each applicable country without the consent of, and without accounting to, the other joint owner.

6.5 With respect to Dispersion Patents, Dispersion Copyrights, and Dispersion Technology (hereinafter collectively referred to as the "Dispersion Intellectual Property"), Cabot shall deliver to CMC on the Contribution Date an omnibus transfer and assignment of an undivided one-half joint interest in and to the Dispersion Intellectual Property "AS IS" and shall thereafter deliver to CMC good and sufficient instruments of conveyance and assignment, all in recordable form, for all patents, pending patent applications, registered copyrights and pending copyright applications

with respect to any of the foregoing.

6.6 All transfer costs, taxes, and other related fees and expenses (except for Cabot's internal costs) associated with the assignment, transfer, and recordation of an undivided one-half joint interest in and to the Dispersion Intellectual Property to CMC pursuant to this CDL Agreement shall be borne by CMC.

6.7 Costs associated with the prosecution and maintenance of the Dispersion Patents shall be shared equally by Cabot and CMC. Cabot shall pay all such costs and CMC shall promptly reimburse Cabot for one-half of such costs upon presentation of appropriate supporting documentation. Neither party will knowingly take any actions or intentionally fail to take any actions which will cause the Dispersion Patents to become expired, abandoned or otherwise invalid without providing thirty (30) days advance written notice thereof to the other party. If at any time Cabot or CMC elects to not maintain any patent or application of the Dispersion Patents, the party desiring to prosecute or maintain the patent or application shall pay the entire cost thereof, and the party not desiring to prosecute or maintain the particular patent or application shall assign its rights to the particular patent or application to the party desiring to prosecute or maintain same. Decisions as to prosecuting and/or maintaining particular patents or patent applications of the Dispersion Patents shall be on a country-by-country basis, and a party's decision not to participate in prosecuting or maintaining a particular patent or application in one country shall not prejudice its right to participate in another country directed to the same patent or application.

6.8 All trade secrets, unpublished Dispersion Copyrights, unpublished patent applications of the Dispersion Patents, and other confidential or proprietary Dispersion Technology shall be deemed to be both Cabot Confidential Information and CMC Confidential Information and subject to the provisions of Article 1 of this CDL Agreement. However, notwithstanding the obligations of Article 1, Cabot and CMC shall be permitted to disclose to its respective customers, potential customers, and suppliers only such confidential Dispersion Technology as is reasonably and commercially necessary for such manufacturing, distribution, marketing and sales, provided, the third party to whom such disclosure is to be made agrees to undertake obligations of confidentiality and non-use appropriate to the circumstances. Such circumstances will include, for example, the quantity and quality of information to be disclosed, the potential and likelihood of adverse use of the information by the third party, and the like. Should a party desire to disclose any of the confidential Dispersion Technology beyond that which is reasonably and commercially necessary for the manufacture, distribution, marketing, and sales of products, the parties agree to discuss diligently and in good faith a waiver of the other party's obligations with respect thereto to the extent needed to enable that other party to undertake reasonably effective manufacturing, distribution, marketing and sales of any products.

6.9 With respect to Dispersion Intellectual Property (in which Cabot and CMC each own an undivided one-half interest), Cabot and CMC, as the case may be, agree as follows:

(a) Cabot shall not license or assign any of such Dispersion Intellectual Property to any party (other than an Affiliate of Cabot, but only so long as an Affiliate) for use in the

production and/or sale or use of CMP consumables without the prior written authorization of CMC; and

(b) CMC shall not license or assign any of such Dispersion Intellectual Property to any party (other than an Affiliate of CMC, but only so long as an Affiliate) for use in the production and/or sale or use of products for use in non-CMP applications without the prior written authorization of Cabot.

Any assignment by either Cabot or CMC of its interest in any Dispersion Intellectual Property, or any of its rights therein, to any Person (including an Affiliate) shall be subject to this Section 6.9 and other applicable provisions of this CDL Agreement.

6.10 Cabot and/or CMC, at its sole discretion, individually or jointly, may bring enforcement proceedings against an infringer of any Dispersion Intellectual Property. However, the parties shall jointly discuss any such possible enforcement proceeding prior to engaging litigation counsel in connection therewith and/or notifying the party believed to infringe. The costs of any jointly brought proceeding shall be borne equally by the parties unless otherwise agreed. The costs of any proceeding brought by an individual party shall be borne solely by that party (the "enforcing party"). The non-enforcing party agrees to cooperate with the enforcing party and will join as an indispensable party when deemed to be required by law. The enforcing party will reimburse the non-enforcing party for its costs and expenses (including attorney fees, but excluding the non-enforcing party's internal costs) for its participation. Any monies recovered by way of damages or otherwise in respect to any such proceeding shall be kept by the party which bore the costs of such proceeding; or, in the case where the parties have shared the costs, shall be shared in the same proportion as the costs, unless otherwise agreed.

6.11 CMC and Cabot each agrees to notify the other of (i) any threat or allegation made by any third party, that any Dispersion Intellectual Property, or the practice thereof, infringes any third party intellectual property rights, or (ii) any activities or threatened activities of any third party of which CMC or Cabot, as the case may be, becomes aware that infringe or will infringe upon the Dispersion Intellectual Property.

7. DISCLAIMER

Nothing in this CDL Agreement shall be construed as a warranty or representation that anything made, used, sold, offered for sale, or otherwise disposed of under any license granted in this CDL Agreement is or will be free from infringement of any intellectual property right of any third party including any patent, copyright, copyright registration, mask work registration, trademark, or trademark registration issued or to be issued by any country.

8. MISCELLANEOUS

8.1 Except as otherwise set forth in this CDL Agreement, this CDL Agreement and any schedules hereto and the Master Separation Agreement and any schedules thereto shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements and understandings, whether written or oral, between the parties

with respect to such subject matter.

8.2 This CDL Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (other than the laws regarding conflicts of laws) as to all matters, including matters of validity, construction, effect, performance and remedies.

8.3 Each of the parties hereto shall use all commercially reasonable efforts to cause to be performed all actions, agreements and obligations set forth herein to be performed by any Affiliate of such party.

8.4 All notices and other communications hereunder shall be in writing and shall be delivered in person, by telecopy, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:

(a)               If to Cabot, to:

                           Cabot Corporation
                           75 State Street
                           Boston, Massachusetts  02109
                           Attention:
                           Telecopy No.:

                           With a copy to:

                           Law Department
                           Cabot Corporation
                           75 State Street
                           Boston, Massachusetts  02109
                           Attention:
                           Telecopy No.:


(b)               If to CMC, to:

                           Cabot Microelectronics Corporation
                           870 North Commons Drive
                           Aurora, Illinois  60504
                           Attention:

Telecopy No.:

or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery or when delivery is refused. Any notice or communication sent by telecopy or by air courier shall be deemed effective on the first Business Day at the place at which such notice or communication is received following the day on which such notice or communication was sent.

8.5 This CDL Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement. The CDL Agreement may be delivered by facsimile transmission of a signed copy thereof.

8.6 This CDL Agreement and all of the provisions hereof shall be binding upon the parties hereto and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of either party with another Person, neither this CDL Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that Cabot and CMC may assign their respective rights, interests, duties, liabilities and obligations under this CDL Agreement to any of their respective Affiliates, but such assignment shall not relieve Cabot or CMC, as the assignee, of its obligations hereunder. The Schedules attached hereto or referred to herein are an integral part of this CDL Agreement and are hereby incorporated into this CDL Agreement and made a part hereof as if set forth in full herein. Notwithstanding anything contained in this Agreement, Cabot and CMC shall not assign the Ancillary License, in the case of CMC, or the Cabot License, in the case of Cabot, to another Person, even upon a merger, without the prior written authorization of the other party.

8.7 All disputes arising from or in connection with this CDL Agreement, whether based on contract, tort, or otherwise (collectively, "Disputes"), shall be exclusively governed by and settled in accordance with the provisions of Section 8.8 of the Mater Separation Agreement.

8.8 Any provision of this CDL Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.9 The observance of any term of this CDL Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but such waiver shall be effective only if it is in writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided in this CDL Agreement, no delay or omission on the part of any party in exercising any right or privilege under this CDL Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right or privilege under this CDL Agreement operate as a waiver of any other right or privilege under this CDL Agreement, nor shall any single or partial exercise of any right or privilege preclude any other or further exercise thereof or the exercise of any other right or privilege under this CDL Agreement. No failure by either party to take any action or assert any right or privilege hereunder shall be deemed to be a waiver of such right or privilege in the event of the continuation or repetition of the circumstances giving rise to such right unless expressly waived in writing by the party against whom the existence of such waiver is asserted.

8.10 This CDL Agreement may not be amended or modified in any respect except by a written agreement signed by both of the parties hereto.

8.11 Each of the parties hereto represents to the other that (a) it has the corporate power and authority to execute, deliver and perform this CDL Agreement, (b) the execution, delivery and performance of this CDL Agreement by it has been duly authorized by all necessary corporate action, (c) it has duly and validly executed and delivered this CDL Agreement, and (d) this CDL Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

8.12 The headings contained in this CDL Agreement and in any Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this CDL Agreement. Any capitalized term used in any Schedule but not otherwise defined therein, shall have the meaning assigned to such term in this CDL Agreement. When a reference is made in this CDL Agreement to an Article or a Section or Schedule, such reference shall be to an Article or
Section of, or a Schedule to, this CDL Agreement unless otherwise indicated. After the Contribution Date, the MMD Business shall be deemed to no longer exist and all references made herein to CMC as a party which operate as of a time following the Contribution Date, shall be deemed to refer to CMC and its subsidiaries as a single party.

* * * * * * * *

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, each of the parties has caused this CDL Agreement to be executed on its behalf by its officers thereunto duly authorized on the day and year first above written.

CABOT CORPORATION

By:   /s/  Samuel W. Bodman
   ------------------------------
      Name:   Samuel W. Bodman
      Title:  Chairman and CEO

CABOT MICROELECTRONICS
CORPORATION

By:   /s/  Matthew Neville
   ------------------------------
      Name:  Matthew Neville
      Title:  President and CEO

 COUNTRY                             APPLIC. NO.         FILING DATE            PATENT NO.         GRANT DATE
 -------                             -----------         -----------            ----------         ----------
ASTL              52010/90            21MR1990             625980               21MR1990
BELG              9000319             21MR1990             BR266/90             02JL1991
BRAZ              PI9001302           21MR1990             PI9001302            25NO1997
CANA              2012719-8           21MR1990             2012719              08JE1999
CHIN              90101525            21MR1990             28833                16OC1994
FRAN              9003557             20MR1990             9003557              11FE1994
GBRI              9006122.7           19MR1990             2229432              19MR1990
GERW              P4006392.5          01MR1990
INDI              869/MAS/89          29NO1989             175167               01DE1995
ITAL              19748A90            21MR1990             01239546             05NO1993
JAPA              2-68568             20MR1990             2949633              09JL1999
KORS              3705/1990           20MR1990             148692               29MY1998
MAYS              PI9000449           21MR1990
MEXI              19969               20MR1990             176811               05DE1994
TAIW              79100101            08JA1990             NI-43287             02AP1991
THAI              010174              26JA1990             7128                 11SE1997
USA               07/829609           30JA1992             5246624              21SE1993

USA               07/326891           1MR1989              5116535              26MY1992
ASTL              52009/90            21MR1990             631847               21MR1990
BELG              9000320             21MR1990             9000320              27AU1991
BRAZ              PI9001239           15MR1990             PI9001239            25NO1997
CANA              2012718-0           21MR1990             2012718              03DE1996
CHIN              90101086            28FE1990             29805                22JA1995
FRAN              9003558             20MR1990             9003558              04FE1994
GBRI              9006121.9           19MR1990             2229715              14OC1992
GERW              P4006393.3-41       01MR1990
INDI              912/MAS/89          11DE1989             175056               03NO1995
ITAL              19747A90            21MR1990             01241073             29DE1993
JAPA              2-68569             20MR1990             2935125              04JE1999
KORS              3706/1990           20MR1990             145729               06MY1998
MAYS              PI9000448           21MR1990
MEXI              19968               20MR1990             176602               14NO1994
TAIW              79102182            20MR1990             NI-44248             10MY1991
THAI              010175              26JA1990

SCHEDULE 6.4

None

Exhibit 10.7
TRADEMARK LICENSE AGREEMENT

THIS AGREEMENT is made and effective as of this 28th day of March, 2000, by and between Cabot Corporation, a corporation organized and existing under the laws of the State of Delaware and having its corporate offices at 75 State Street, Boston, Massachusetts 02109 (hereinafter, "CABOT") and Cabot Microelectronics Corporation, a corporation organized and existing under the laws of the State of Delaware and having its corporate offices at 870 N. Commons Drive, Aurora 60504 (hereinafter, "CMC").

WHEREAS, CABOT is the owner, both at common law and through registrations and applications for registration therefor, of certain trademarks, service marks, trade names and associated goodwill (hereinafter, the "LICENSED TRADEMARK(s)"), as set forth on Schedule A attached hereto, and is engaged in the business of manufacturing, distributing and selling worldwide certain products including, but not limited to, the representative list of products also set forth on Schedule A (hereinafter "CABOT PRODUCT(s)").

WHEREAS, as a result of a mutually agreed to separation, CMC is the successor in interest to CABOT's worldwide microelectronics materials and polishing consumables business and is engaged in manufacturing, distributing and selling throughout the world certain related products ("CMC PRODUCT(s)"), as also set forth on Schedule A attached hereto.

WHEREAS, CMC desires to use and continue to use the LICENSED TRADEMARK(s) on or in connection with the CMC PRODUCT(s) and Cabot is willing to grant to CMC the right to use the LICENSED TRADEMARK(s) on or in connection with the CMC PRODUCT(s), such use subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties, intending to be legally bound, hereto agree as follows:

ARTICLE 1 - GRANT OF LICENSE

1.1 CABOT hereby grants to CMC, and CMC hereby accepts, a non-exclusive, worldwide, royalty-free license to use the LICENSED TRADEMARK(s) solely on or in connection with the manufacture, use, sale, offer for sale, distribution or other disposition of the CMC PRODUCT(s), subject to the limitations set forth in this Agreement.

1.2 The grant of license in Section 1.1 above includes the right by CMC to grant sublicenses within the scope of such license to CMC's wholly-owned subsidiaries, but only for so long as each remains a wholly-owned subsidiary.

Trademark License Agreement - Page 1 of 10

1.3 The license granted herein includes the right to use the designation "CABOT" as a trade name, individually or in combination with other terms, subject to all the provisions hereof relating to the LICENSED TRADEMARK(s).

1.4 Except as provided in this Article, all licenses granted herein shall be nontransferable and nonassignable without the prior written consent of CABOT.

ARTICLE 2 - OWNERSHIP AND USE OF THE LICENSED TRADEMARKS

2.1 CMC acknowledges that CABOT owns the LICENSED TRADEMARK(s) and all rights therein and that nothing in this Agreement shall give CMC any right, title or interest in or to the LICENSED TRADEMARK(s). CMC further acknowledges and agrees that all use of the LICENSED TRADEMARK(s) by CMC shall inure to the benefit of CABOT.

2.2 CMC agrees that it will do nothing inconsistent with CABOT's ownership of the LICENSED TRADEMARK(s) and shall not claim adversely to CABOT, or assist any third party in attempting to claim adversely to CABOT, with regards to such ownership. CMC agrees that it will not challenge the title of CABOT to the LICENSED TRADEMARK(s), oppose any registration thereof, or challenge the validity of this Agreement or the licenses granted herein. Furthermore, CMC will not register, nor attempt to register, any trade name or trademark which, in whole or in part, incorporates or is confusingly similar to the LICENSED TRADEMARK(s).

2.3 Notwithstanding the license granted herein, CMC agrees not to use, display or adopt any style, design, color, font, form or logo similar to any past or then present style, design, color, form or logo of CABOT including, but not limited to, the styles illustrated on Schedule B.

2.4 Without the prior written approval of CABOT, CMC is not authorized to use the LICENSED TRADEMARK(s) in connection with any business activity unrelated to the CMC's microelectronics materials and polishing consumables business, as defined by the CMC PRODUCT(s).

2.5 Notwithstanding the license granted herein and any of the provisions hereof, no rights nor licenses are granted to CMC with respect to any other trademark, service mark, and/or trade name not listed on Schedule A hereto.

2.6 CMC agrees to assist CABOT in recording this Agreement with appropriate government authorities where such recording is required by law or regulation or where such recording is permitted or desired by CABOT.

2.7 All costs associated with recording this Agreement, the license granted herein and registering, maintaining, or renewing LICENSED TRADEMARK(S) exclusively used by CMC shall be borne by CMC. All costs associated with registering, maintaining or renewing any LICENSED TRADEMARK(S) also used by CABOT shall be borne by CABOT.

Trademark License Agreement - Page 2 of 10

ARTICLE 3 - QUALITY PROVISIONS

3.1 CMC agrees that the nature and quality of all CMC PRODUCT(s) sampled, sold, or otherwise disposed of and covered by the LICENSED TRADEMARK(s) shall conform to the standards set by and under the control of CABOT (hereinafter, "QUALITY STANDARD"). Such QUALITY STANDARD shall be reasonable, shall be no greater than the quality standards imposed by CMC's customers, and shall be at least equal in quality to the CMC PRODUCT(s) sold by CMC prior to the separation.

3.2 CMC shall, upon CABOT's reasonable request, supply samples of CMC PRODUCT(s) to CABOT. It shall not be necessary for CABOT to provide constant supervision of CMC's manufacture of the CMC PRODUCT(s). Alternatively, CABOT may request CMC to assure that the CMC PRODUCT(s) conform to the QUALITY STANDARD and, to this end, shall permit reasonable inspection during business hours by an authorized representative of CABOT of CMC's facilities to inspect the CMC's operations, methods of manufacture, materials used, storage and packing areas, and the like, associated with the manufacture of the CMC PRODUCT(s). Any inspections conducted by CABOT to ensure that the QUALITY STANDARD provided herein shall be at the expense of CABOT.

3.3 CMC shall deliver to CABOT, upon CABOT's request and without charge to CABOT, representative samples of labels, containers, advertisements, catalogs, letterhead, and the like, containing the LICENSED TRADEMARK(s) to enable CABOT to ensure that the LICENSED TRADEMARKS(s) are properly used.

3.4 CMC shall comply with all applicable laws and regulations, obtain all appropriate governmental or regulatory approvals pertaining to the sale, distribution and/or advertising of the CMC PRODUCT(s) and covered by the LICENSED TRADEMARK(s).

3.5 Any CMC PRODUCT(s) intended to be marketed under the LICENSED TRADEMARK(s) which fails to attain the QUALITY STANDARD shall, at the expense of CMC, be withdrawn from production and corrected or properly destroyed.

3.6 CABOT reserves the right to impose on CMC, as necessary, other specifications or requirements not provided for under this Article to maintain control over the CMC PRODUCT(s) to ensure the requisite QUALITY STANDARD.

ARTICLE 4 - DURATION OF LICENSE AND TERMINATION

4.1 This Agreement and the license granted herein shall be effective as of the effective date of this Agreement, and shall remain in effect until terminated in accordance with this Article 4.

Trademark License Agreement - Page 3 of 10

4.2 Should CMC ever discontinue the use of any LICENSED TRADEMARK(s) with the intent not to resume such use, CMC shall promptly notify CABOT of such action. As to any LICENSED TRADEMARK(s) with respect to which use is or has been discontinued without the intent to resume by CMC, CABOT may terminate the license with respect to such LICENSED TRADEMARK(s) upon three (3) month notice to CMC. CMC's intent not to resume use shall be established if any LICENSED TRADEMARK(s) is not used by CMC for a period of at least twelve (12) months.

4.3 CABOT shall have the right to terminate the license granted herein with respect to any LICENSED TRADEMARK(s) upon two (2) months prior written notice to CMC in the event that CMC breaches any provision of this Agreement, including but not limited to failure by CMC to comply with the QUALITY STANDARD established under Article 3, if such breach shall be continuing at the end of such two (2) month period.

4.4 CABOT shall have the right to terminate immediately this Agreement, or any or all licenses granted herein, upon written notice to CMC in the event of the winding-up, sale, insolvency, consolidation or merger where CMC or one of its wholly-owned subsidiaries is not the survivor, or any sequestration by governmental authority of CMC.

4.5 Upon the termination of this Agreement with respect to the LICENSED TRADEMARK(s), or the termination of all licenses under this Agreement, CMC agrees to immediately discontinue all use of such LICENSED TRADEMARK(s) and/or any similar trade name which contain "CABOT" as a part thereof, as the case may be. In this connection, CMC agrees:

(a) that it will immediately take all steps to refrain, as promptly as possible, from using the LICENSED TRADEMARK(s) as part of CMC's company name, and shall refrain from using the LICENSED TRADEMARK(s) in advertising, commercial registers, directories, internet and company web-sites, telephone listings, and all other similar listings.

(b) to use its best efforts and due diligence to obtain whatever approvals are necessary, either governmental or otherwise, to change its company name to exclude the LICENSED TRADEMARK(s) therefrom, such change to be effected within three(3) months after the termination of this Agreement.

ARTICLE 5 - PROTECTION

5.1 At the request of CMC, CABOT shall apply to register any unregistered LICENSED TRADEMARK(s) in any country in the name of CABOT for the CMC PRODUCT(s) provided herein, shall use its best efforts to obtain registrations thereof, shall maintain such registrations in full force and effect, and shall apply to register CMC as a registered user of the LICENSED TRADEMARK(s) in countries which require such registration. CMC shall cooperate with CABOT to obtain and maintain said registrations. The cost of obtaining and

Trademark License Agreement - Page 4 of 10

maintaining any unregistered LICENSED TRADEMARK(s) exclusively used by CMC shall be borne by CMC. The cost of obtaining and maintaining any unregistered LICENSED TRADEMARK(s) also used by CABOT shall be borne by CABOT. If CMC notifies CABOT that it is no longer interested in a trademark filed by CABOT under the provisions of this paragraph, CABOT shall be free to discontinue prosecution and/or maintenance of any application or registration for said LICENSED TRADEMARK(s), and CMC shall have no obligation for any expense with respect thereto incurred after the notice from CMC to CABOT.

5.2 In the event that registration is refused for any presently pending or subsequently filed application for registration of the LICENSED TRADEMARK(s), CABOT shall have the right to discontinue the prosecution thereof. Before discontinuing any such prosecution, CABOT shall give CMC one (1) months' notice and permit CMC, at CMC's expense, to take over prosecution thereof on CABOT's behalf.

5.3 If any opposition, cancellation, or similar proceeding is initiated by any third party with respect to the LICENSED TRADEMARK(s) or applications to register any LICENSED TRADEMARK(s), CABOT shall notify CMC of such proceeding, and CMC shall have one (1) month to notify CABOT if CMC wants such proceedings to be contested. If CMC informs CABOT that CMC wants to contest such proceeding, CABOT will defend such LICENSED TRADEMARK(s) in the proceeding or, at the option of CABOT, permit CMC to take over the defense of such proceeding on behalf of CABOT. CMC shall bear the expenses of such proceeding for the LICENSED TRADEMARK(s). If CMC does not notify CABOT that CMC wants such proceeding to be contested, CABOT shall have the right to proceed as it chooses with regard to such proceeding and such LICENSED TRADEMARK(s), including, without limitation, abandoning or cancelling such LICENSED TRADEMARK(s) or any application or registration therefor without any liability to CMC.

5.4 CMC shall promptly notify CABOT of any and all infringements, imitations, simulations or other illegal use or misuse of the LICENSED TRADEMARK(s) which come to CMC's attention. As the sole owner of the LICENSED TRADEMARK(s), CABOT shall determine whether to take any action to prevent the infringement, imitation, simulation or other illegal use or misuse of the LICENSED TRADEMARK(s). If CABOT elects not to take such action, CMC shall have the right to take such action at CMC's expense. In this event, CABOT shall, at CMC's expense, cooperate in such action with CMC including, without limitation, joining as a party. Any money recovered by way of damages or otherwise with respect to such action shall be kept by the party which bore the costs of such action; or, in any case where the parties have shared the costs, such money shall be shared in proportion to the costs borne by each party.

5.5 CMC shall render CABOT all reasonable assistance in connection with any matter pertaining to the protection, enforcement or infringement of LICENSED TRADEMARK(s) used by CMC, whether in the courts, administrative or quasi-judicial agencies, or otherwise.

ARTICLE 6 - NEW TRADEMARKS

Trademark License Agreement - Page 5 of 10

6.1 Should CMC desire to develop new trademarks using the prefix "CABOT" on the CMC PRODUCT(s), it must first consult with and obtain the written approval of CABOT, which approval will not be unreasonably withheld. Such newly developed trademarks will be registered in the name of CABOT, and will be deemed to be LICENSED TRADEMARK(s) licensed to CMC hereunder and will be subject to all of the terms and conditions of this Agreement. Such approval will not be contingent upon the payment of any fee or royalties to CABOT, however the cost of obtaining and maintaining such new trademarks shall be borne solely by CMC.

Trademark License Agreement -- Page 6 of 10

ARTICLE 7 - INDEMNIFICATION

7.1 CMC agrees to indemnify and hold harmless CABOT and its directors, officers and employees from any and all claims for damage or injury to persons or property or for loss of life or limb whereby CABOT has been found liable to any third party under any product liability, tort liability or similar action arising out of or in connection with the use by CMC of the LICENSED TRADEMARK(s).

7.2 For purposes of indemnification, CMC shall purchase an insurance policy covering at a minimum product and tort liability with a face value of ten million dollars ($10,000,000), such policy naming CABOT as co-insured. CMC shall pay any and all premiums of such policy on a timely basis, receipt of which shall be furnished to CABOT.

ARTICLE 8 - MISCELLANEOUS

8.1 Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral, regarding the same. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both parties. Furthermore, it is the intention of the parties that this Agreement be controlling over additional, different or ambiguous terms of any separation agreement, asset transfer agreement or any similar document, even if accepted in writing by both parties.

8.2 Assignability. This Agreement may not be assigned nor transferred by CMC without the prior consent of CABOT.

8.3 Extension of Rights. All rights and obligations incurred hereunder by CABOT or CMC shall extend to and be binding upon their respective domestic and international divisions, subsidiaries, other controlled companies, affiliates and related entities.

8.4 Waiver. The waiver by CABOT of a breach of any provision contained herein shall be in writing and shall no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.

8.5 Injunctive Relief. CMC acknowledges that monetary relief would not be an adequate remedy for a breach or threatened breach by CMC of the provisions of this Agreement and that CABOT shall be entitled to the enforcement of this Agreement by injunction, specific performance or other equitable relief, without prejudice to any other rights and remedies that CABOT may have.

8.6 Disclaimer of Agency, Partnership and Joint Venture. Nothing herein shall be deemed to create an agency, distributorship, joint venture or partnership relationship between the parties hereto.

Trademark License Agreement - Page 7 of 10

8.7 Severability. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

8.8 Notice and Reports. All notices, consents or approvals required by this Agreement shall be in writing sent by certified, registered, or Express Mail service, postage prepaid or by facsimile (confirmed by such certified, registered, Express Mail or other overnight courier service) to the parties at the following addresses or such other addresses as may be designated in writing by the respective parties:

if to CABOT, to:

Cabot Corporation
75 State Street
Boston, Massachusetts 02109
Attn: General Counsel

with copies to:

Cabot Corporation Law Department 157 Concord Road Billerica, Massachusetts 01821 Attn: Chief Intellectual Property Counsel

if to CMC to:

Cabot Microelectronics Materials Corporation 870 N. Commons Drive Aurora, Illinois 60504 Attn: General Counsel

with copy to:

Cabot Microelectronics Materials Corporation 870 N. Commons Drive Aurora, Illinois 60504 Attn: President

Notices shall be deemed effective on the date of mailing.

8.9 Jurisdiction. This Agreement shall be binding in every jurisdiction worldwide.

8.10 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.

Trademark License Agreement - Page 8 of 10

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers or agents as of the day and year first above written.

CABOT CORPORATION CABOT MICROELECTRONICS

CORPORATION

By:      /s/ Samuel W. Bodman               By:      /s/ Matthew Neville
Name:     Samuel W. Bodman                  Name:    Matthew Neville
Title:   Chairman and CEO                   Title:   President and CEO
Date:    March 28, 2000                     Date:    March 28, 2000

CABOT                              with or without a logo or design,
                                   block letters or stylized, as such
                                   may be used as a trademark, service
                                   mark or trade name, individually or
                                   in combination with other names or
                                   marks of CABOT.

CABOT & DEVICE                     with or without a logo or design,
                                   block letters or stylized, as such
                                   may be used as a trademark, service
                                   mark or trade name, individually or
                                   in combination with other names or
                                   marks of CABOT, as depicted in U.S.
                                   Reg. Nos. 613,329, 615,516, 615,689,
                                   1,619,285, 1,827,952, and 1,833,580.

CAB AND CABO                       formatives and derivatives, with or
                                   without a logo or design, block
                                   letters or stylized, as such may be
                                   used in combination with one or more
                                   prefixes, suffixes or combinations
                                   thereof.

CABOT
MICROELECTRONICS                   with or without a logo or design,
                                   block letters or stylized, as such
                                   may be used as a trademark, service
                                   mark or trade name, individually or
                                   in combination with other names or
                                   marks of CABOT.

CAB-O-SPERSE                       with or without a logo or design,
                                   block letters or stylized, as such
                                   may be used as a trademark, service
                                   mark or trade name, individually or
                                   in combination with other names or
                                   marks of CABOT.

CABOT PRODUCTS

Including, but not limited to, carbon black; metal, metalloid oxides and alloys thereof such as silica, alumina, tantalum, niobium, cesium, rubidium, tellurium, germanium and the like; cesium formate and related drilling fluids; barium titanate; masterbatches and granulated concentrates for use in such masterbatches; plastics; liquified natural gas; coal; and any articles, applications, or dispersions formed from any of the above, whether in a finished or unfinished state for use in numerous end product applications.

CMC PRODUCTS

CMC PRODUCTS means polishing consumables for use in the semiconductor, electronic, rigid disk and magnetic head industries, such as polishing slurries, polishing pads, cleaning compositions, precursor compositions, and related consumables.

Trademark License Agreement - Page 9 of 10

SCHEDULE B

[CABOT]

[Cabot logo, CABOT]

[Cabot logo, CABOT, creating what matters]

Trademark License Agreement - Page 10 of 10

Exhibit 10.8

The omitted portions indicated by brackets have been separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406, promulgated under the Securities Act of 1933, as amended.

DISPERSION SERVICES AGREEMENT

This DISPERSION SERVICES AGREEMENT (the "Agreement"), executed this 20th day of January, 2000, is between Cabot Corporation ("Cabot"), a Delaware corporation, and Cabot Microelectronics Corporation ("CMC"), a Delaware corporation. Notwithstanding the execution date hereof, this Agreement shall become effective upon the date of the initial public offering by CMC of shares of CMC common stock.

WHEREAS, Cabot and certain of its subsidiaries and CMC will be parties to a Master Separation Agreement, (the "Master Separation Agreement"), which will provide for the separation from Cabot of the business, assets and liabilities of Microelectronics Materials Division of Cabot (the "MMD Business") and the transfer of the MMD Business to CMC;

WHEREAS, in the past, the Microelectronics Materials Division of Cabot has performed various dispersion services for Cabot;

WHEREAS, Cabot desires to have CMC provide to Cabot certain dispersion services after the separation of the MMD Business; and

WHEREAS, CMC desires to provide such dispersion services to Cabot as provided herein;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

SECTION 1. TERM

This Agreement shall commence on the date of the initial public offering by CMC of shares of CMC common stock, and shall continue until June 30, 2005 (the "Initial Term"). Unless either party shall give a notice of nonrenewal prior to December 31, 2003, this Agreement shall continue after the Initial Term until terminated by either party by a written notice of termination, which shall terminate this Agreement effective on the first June 30 or December 31 more than 18 months after the date such notice is delivered. The Initial Term, together with any continuations, are referred to herein as the "Term". Each year of the Term beginning on the effective date or an anniversary thereof is referred to herein as a "Term Year", including the stub period, if any, between the last anniversary of the effective date and the end of the Term.

SECTION 2. SERVICES

2.1 Purchase and Sale.

(a) Subject to the terms and conditions of this Agreement, during the Term, CMC shall provide to Cabot, and Cabot shall purchase from CMC, the Services (as defined below) in such quantities as specified by Cabot, subject to Sections 2.3 through 2.6 below. "Services" means:

(i) the manufacturing and packaging of the type of dispersions set forth on Schedule A hereto (the "Products") in accordance with the specifications, formulae and processes provided by Cabot to CMC and initially as set forth in the materials specified on Schedule A hereto;

(ii) the packaging of the Products in accordance with specifications set forth on Schedule A, which may be amended from time to time, by mutual agreement; and

(iii) testing and other ancillary services as related thereto as may be mutually agreed between Cabot and CMC from time to time.

(b) Any amendment to Schedule A shall require the consent of both CMC and Cabot. Any increase in costs incurred by CMC in manufacturing and/or packaging Products to comply with changes requested by Cabot to the specifications as set forth on Schedule A shall be paid by Cabot.

(c) With respect to Products to be sold to customers of Cabot and/or its subsidiaries which are located in the United States, Canada or Mexico (collectively "North America"), Services shall be performed either by (i) CMC at its facility in Aurora, Illinois (the "Aurora Plant"), or (ii) Davies Imperial Coatings ("Davies"), pursuant to an agreement between CMC and Davies (the "Davies Agreement"); provided that CMC shall continue to remain primarily liable to Cabot for any Services provided by Davies. Cabot and CMC shall confer in good faith in order to determine whether Services will be provided by the Aurora Plant or Davies.

(d) With respect to Products to be sold to customers of Cabot and/or its subsidiaries located in Europe, Services shall be performed at the dispersions facility of CMC in Barry, Wales (the "Barry Plant").

(e) With respect to Products to be sold to customers of Cabot and/or its subsidiaries located in regions other than North America or Europe, CMC shall determine

the appropriate facility to perform such Services after review of its regional capacity and capabilities and after consultation with Cabot.

(f) Notwithstanding anything to the contrary in subsections (c) and (d) above, and subject to 2.3(a)(i), Cabot may specify Products to be manufactured at the Aurora Plant, regardless of the ultimate geographic market for such Products, provided that such Products would not be incompatible with the dispersions manufacturing capabilities at the Aurora Plant or that such Products would not create contamination issues with respect to the products CMC manufactures at its Aurora Plant.

2.2 Forecasts.

Cabot shall provide CMC with forecasts (the "Forecasts") of the quantities of Products that Cabot expects to purchase from CMC (the "Forecasted Quantities"). The Forecasts shall identify the Forecasted Quantities of the Products and the geographic locations for manufacture (i.e., the Aurora Plant, Davies or the Barry Plant). Cabot shall provide the following Forecasts to CMC:

(a) not more than sixty (60) but not less than thirty (30) days prior to each January 1, April 1, July 1 and October 1 during the Term, a Forecast indicating the Forecasted Quantity for each month of the calendar quarter commencing on such January 1, April 1, July 1 and October 1 (the "Quarterly Forecast");

(b) not more than sixty (60) but not less than thirty (30) days prior to on each July 1 and January 1 during the Term, a semi-annual Forecast indicating the Forecasted Quantity for the six (6) month period commencing on such July 1 and January 1 (the "Six Month Forecast");

(c) not more than sixty (60) but not less than thirty (30) days prior to on each July 1, a one (1) year Forecast indicating the Forecasted Quantity for the calendar year commencing on the following July 1 (the "Annual Forecast"); and

(d) on or around each July 1, an eighteen (18) month Forecast indicating the Forecasted Quantity for the eighteen month period commencing on the July 1 (the "18 Month Forecast"); provided, however, that Cabot shall provide CMC with a revised eighteen (18) Month Forecast for the remainder of the eighteen (18) month period covered by the last 18 Month Forecast as soon reasonably practicable after Cabot becomes aware of any material changes to such 18 Month Forecast.

For the purposes of this Agreement, Forecasts delivered by Cabot to CMC after the execution hereof shall, upon the effectiveness of this Agreement, be deemed to have been delivered hereunder.

2.3 CMC's Maximum Supply Obligations.

(a) The obligation of CMC to provide Products to Cabot shall be subject to each of the following maximum monthly volume limitations:

(i) the maximum monthly volume of Products from CMC's Aurora, Illinois facility (the "Aurora Plant") shall be [ ] gallons per month;

(ii) the maximum monthly volume of Products from Davies' Hammond, Indiana facility (the "Hammond Plant") shall be [ ] gallons per month; and

(iii) the maximum monthly volume of Products from the Barry Plant shall be
[ ] gallons per month.

(b) In addition to the volume limitations set forth in 2.3(a) above, in the event that Cabot orders volumes of Products from CMC in excess of Forecasted Quantities, CMC shall not be obligated to supply to Cabot such Products in excess of the following volumes:

(i) for any calendar quarter and any plant, [ ]% of the volumes for such plant set forth in Cabot's Quarterly Forecasts;

(ii) for any calendar half year (beginning on or after July 1, 2000) and any plant, [ ]% of the volumes for such plant set forth in Cabot's Sixth Month Forecast; and

(iii) for any year beginning July 1 and any plant, [ ]% of the volumes for such plant set forth in Cabot's Annual Forecast.

(c) The maximum supply volumes set forth in Sections 2.3 (a) and (b) are referred to herein as the "Maximum Volumes". If Cabot shall order volumes of Products in excess of the Maximum Volumes described above, CMC shall use commercially reasonable efforts to supply such volumes ("Excess Volumes").

(d) Notwithstanding anything to the contrary in subsections (a) or (b) above, if CMC shall increase its production capacity at its current dispersions plants or at newly acquired or constructed dispersions plants, Cabot and CMC shall negotiate in good faith regarding additional dispersions capacity that may be available to Cabot and the price for dispersions services related to such additional capacity.

2.4 Minimum Order Volumes.

Cabot agrees to order Products from CMC subject to the minimum batch size requirements set forth on Schedule A hereto.

2.5 Exclusivity.

(a) Except in connection with its [ ] businesses, and subject to other existing obligations, during the Term Cabot will not contract with any third party (other than Cabot affiliates, CMC, CMIC or Davies) for the provision of contract or toll manufacturing services for the production of fumed metal oxide dispersions.

(b) Notwithstanding subsection (a) above or subsection (c) below:

(i) Cabot shall have right the during the Term to produce fumed metal oxide dispersions for sale, its own use or the sale or use of its subsidiaries;

(ii) if CMC or Davies is unable or unwilling to supply certain products or volumes in accordance with the terms hereof, or above the Maximum Volumes set forth in Section 2.3 hereof, Cabot shall have the right to have such products or additional volumes of dispersions manufactured for it by other parties;

(iii) In the event Cabot requests a change to the specifications, formulae or processes set forth on Schedule A, which change is necessary in order to achieve a material performance difference in Cabot's end product, and CMC is not able or is unwilling to modify such Product, Cabot shall have the right to have such changed products manufactured for it by any other party; and

(iv) Cabot shall have the right to contract for and purchase from third parties fumed metal oxide dispersions that are produced with fumed metal oxides that are not supplied by Cabot.

(c) If Cabot terminates this Agreement, Cabot shall, for a period of [ ] following the date of such termination purchase fumed metal oxide dispersions products and services only from CMC, Davies or third parties who are not engaged in the production and/or marketing of CMP (chemical mechanical polishing) consumables.

(d) During the Term of this Agreement, CMC shall not knowingly, without Cabot's prior written consent, directly or indirectly, (i) perform dispersions services for any person or entity other than Cabot for use in the production of any goods or products that compete with any Cabot products, or (ii) sell fumed metal oxide dispersions products into applications, other than CMP applications, which compete with any Cabot product.

2.6 Supply of Raw Materials

Cabot shall be responsible for the supply to CMC of the fumed metal oxide particles necessary for the manufacture of the Products ordered by Cabot. Any such volumes of fumed metal oxides shall not be deemed supplied pursuant to the Fumed Metal Oxide Supply Agreement, of even date herewith. CMC shall be responsible for the supply of all other materials necessary for the manufacture of the Products, including packaging materials.

SECTION 3. PRICING

3.1 Prices. CMC shall perform the Services and sell the Products in accordance with the following prices (the "Prices"):

(a) with respect to Products manufactured and the services performed by CMC, the price shall equal the "Dispersion Manufacturing Cost" incurred by CMC plus 25% of such Dispersion Manufacturing Cost. As used herein, the "Dispersion Manufacturing Cost" of fumed metal oxide dispersions shall mean, all costs that may be included in Inventory (applying GAAP), excluding the cost of fumed metal oxides provided by Cabot, plus freight and handling costs associated with the fumed metal oxides. CMC's budgeted standard cost of production of fumed metal oxides may be used for calculating such Dispersion Manufacturing Cost, provided that both parties mutually agree that it fairly approximates the above stated Dispersion Manufacturing Cost, and that both parties mutually agree upon a method to make adjustments due to variances between the budgeted standard cost and the actual Dispersion Manufacturing Cost.

(b) with respect to Products manufactured and the services performed by Davies, the price shall equal the Dispersion Manufacturing Cost incurred by CMC (excluding the costs of the fumed metal oxide particle supplied by Cabot) plus 10% of such costs as an administrative charge.

Cabot shall have the right to have a recognized accounting firm audit the books and records of CMC necessary to verify the Dispersions Manufacturing Cost provided above. Such accounting firm shall be obligated to keep any information obtained during the audit of CMC's books and records confidential and may confirm to Cabot only whether, and to what extent, CMC's calculations of the Dispersions Manufacturing Cost deviate from the calculation of such accounting firm.

3.2 Cost Savings. Cabot and CMC acknowledge that it is their intention to decrease the costs associated with manufacturing the Products, and to share any cost savings resulting from joint efforts therefrom equally between them. Cabot and CMC agree to discuss, from time to time, ways to jointly decrease such costs.

SECTION 4. SHIPPING, DELIVERY AND PAYMENT

(a) Orders for Products shall be issued by Cabot from time to time. Each order shall specify the date(s) the Products are to be delivered, which date(s) shall be not less than ten (10) business days prior to the date the order is received by CMC. For purposes of applying Section 2.3 only, each volume of Product shall be deemed to be in the month specified for its shipment in Cabot's order; and if no date is specified, then in the month following the month in which the order therefor is issued by Cabot.

(b) All sales of Products under this agreement are made F.O.B. CMC's point of shipment. Cabot shall be responsible for all transportation costs and title and risk of loss shall pass to Cabot upon delivery to carrier.

(c) All Products shall be prepared by CMC for delivery to Cabot in accordance with Cabot's reasonable instructions to be supplied by Cabot to CMC as far in advance of, and not later than ten (10) business days prior to, a requested shipment date.

(d) CMC shall invoice Cabot for the Products delivered to Cabot during each month by the fifteenth (15th) calendar day of the following month. CMC shall deliver such invoices to Cabot by regular U.S. mail, or other methods such as express U.S. mail, overnight courier or other means, if mutually acceptable.

(e) Cabot shall pay each such invoice within fifteen (15) calendar days of receipt thereof. Such payment shall be made by check or wire transfer in readily available same day or next day funds denominated in United States dollars. If payment is to be made by wire transfer, Cabot shall request and CMC shall provide to Cabot, wire transfer instructions.

SECTION 5. WARRANTIES

5.1 Warranty as to Products. CMC represents and warrants to Cabot that, when delivered to Cabot, the Products and Services will conform in all respects to the specifications then in effect and as then set forth in the materials specified on Schedule A hereto. CMC MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCTS OR SERVICES, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES, EVEN IF THE PURPOSES OR USES OF SUCH PRODUCTS ARE KNOWN BY CMC.

5.2 Remedies. If any Products do not conform in all respects to the specifications then in effect and as then set forth on Schedule A hereto, CMC agrees to replace such Products with Products that conform to such specifications. Subject to the

following sentence, Cabot shall not be obligated to accept or pay for Products not conforming to the specifications then in effect for such Products. If such non-conformity is the result of materials or formulae provided by Cabot to CMC, Cabot shall pay CMC for the Services and such volumes shall be included in determining the volumes of Products delivered by CMC to Cabot hereunder. In no event shall CMC be responsible or liable for any special, incidental or consequential damages arising as a result of any breach of warranty in respect of any PRODUCTS OR Services under this Agreement or the transactions contemplated hereby.

SECTION 6. RELATIONSHIP OF PARTIES

(a) CMC and Cabot are each independent contractors. Nothing herein contained shall be construed to place CMC and Cabot in the relationship of principal and agent, master and servant, partners, or joint venturers, and, except as otherwise set forth in this Agreement, neither party shall have, expressly or by implication, the power to represent itself as having any authority to make contracts in the name of or binding upon the other, or to obligate or bind the other in any manner whatsoever.

(b) Cabot recognizes and agrees that certain dispersions services shall be performed on CMC's behalf by Davies. However, such services by Davies shall be considered to have been subcontracted by CMC to Davies, and ultimate responsibility for the performance of such services shall remain with CMC. Cabot shall have no direct contractual relationship with Davies with respect to dispersion services obtained by CMC pursuant to this Agreement.

SECTION 7. INTELLECTUAL PROPERTY AND CONFIDENTIALITTY

(a) Any intellectual property relating to the process engineering or method of production of dispersions ("Dispersions Intellectual Property") developed by CMC or CMIC principally in the course of performing Services for Cabot hereunder shall be jointly owned by Cabot and either CMC or CMIC, as the case may be. Notwithstanding the above, Cabot shall not sublicense or assign such intellectual property to any party (other than a subsidiary or affiliate of Cabot) for use in the production and/or sale of CMP consumables. Similarly, CMC shall not sublicense or assign such intellectual property to any party (other than a subsidiary or affiliate of CMC) for use in the production and/or sale of products for use in non-CMP applications.

(b) CMC or CMIC shall, upon the request of Cabot, grant a non-exclusive license to Cabot, in exchange for a commercially reasonable royalty payment from Cabot to CMC or CMIC, as the case may be, to be mutually agreed between the appropriate parties, any Dispersions Intellectual Property developed by CMC or CMIC other than in the performance of Services but which is used by CMC or CMIC in the production of

Products. Notwithstanding the above, Cabot shall not sublicense or assign such intellectual property to any party (other than a subsidiary or affiliate of Cabot) for use in the production and/or sale of CMP consumables.

(c) CMC and CMIC shall use their commercially reasonable best efforts, including by seeking to have included in the Davies Agreement appropriate provisions, to have Davies bound by the provisions of subsections (a) and (b) above to the same extent as CMC and CMIC.

(d) Each of Cabot and CMC agree to keep confidential and not disclose, and shall cause their respective subsidiaries and affiliates to keep confidential and not disclose, to any party or use for any purpose (other than the performance of this Agreement), any proprietary or other confidential information of the other party which is received pursuant to this Agreement ("Confidential Information"). Confidential Information shall be subject to the restrictions of this paragraph only if it is marked as confidential or proprietary or, if not disclosed in tangible form, the disclosing party notifies the recipient of its confidential or proprietary nature prior to its disclosure. For purposes of this Agreement, Confidential Information of a party does not include, and a party and a party's subsidiaries and affiliates will have no obligations under this provision with respect to, any information of the other party or any subsidiary or affiliate of the other party (the other party and subsidiaries and affiliates of the other party being referred to as the "receiving party") which:

(i) is already known to the receiving party from a source other than the disclosing party as evidenced by competent proof thereof; or

(ii) is or becomes publicly known through no wrongful act of the receiving party (in which event the receiving party's obligations under this Agreement in respect thereto shall terminate on the date such information enters the public domain); or

(iii) is rightfully received by the receiving party from a third party without violation of any obligations of confidentiality owed by the third party to the disclosing party; or

(iv) is disclosed by the disclosing party to a third party without restrictions on the third party's right to use or disclose such information; or

(v) is independently developed by employees or consultants of the receiving party without use of or reference to the disclosing party's Confidential Information; or

(vi) is approved for release by written authorization of the disclosing party

SECTION 8. CONSENTS; NOTICES

Unless otherwise set forth herein, whenever any notice, consent or approval is to be given in this Agreement, it must be in writing and delivered in accordance with the

provisions of this Section 8. Any such writing will be duly given upon delivery, if delivered by hand, facsimile transmission or mail, to the following addresses:

If to Cabot:            Cabot Corporation
                        Business and Technical Center
                        Billerica, MA  01821
                        Attn: Fumed Metal Oxide Product Line Manager
                        Telecopier:

                  With a copy to:

                        Cabot Corporation
                        75 State Street
                        Boston, MA  02109
                        Attn: Law Department
                        Telecopier:  617-342-6039



If to CMC:              Cabot Microelectronics Corporation
                        870 North Commons Drive
                        Aurora, IL  60504
                        Attn:  Global Manufacturing Manager
                        Telecopier:  630-375-5596

or to such other address as may be designated in writing by any of the parties from time to time in accordance herewith.

SECTION 9. GENERAL

9.1 Severability. If any provision of this Agreement shall be found to be invalid or unenforceable, then such provision or provisions shall not invalidate or in any way affect the enforceability of the remainder of this Agreement and such provision or provisions shall be curtailed and limited to the extent necessary to bring the Agreement within any legal requirement and the parties shall negotiate in good faith with respect to an equitable modification of the provision or application thereof held to be invalid.

9.2 Modification; Waivers. Except as expressly provided herein, this Agreement may be modified or amended only with the written consent of each party hereto. Neither party hereto shall be released from its obligations hereunder without the written consent of the other party. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but any such waiver shall be

effective only if in a writing signed by the party against which such waiver is to be asserted. Except as otherwise specifically provided herein, no delay on the part of either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

9.3 Succession. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and other legal representatives and, to the extent that any assignment hereof is permitted hereunder, their assignees.

9.4 Counterparts. This Agreement may be executed in counterparts.

9.5 Further Assurances. Each party agrees to provide any additional documents and take any such further action as may be reasonably requested by the other party in order to carry out the purpose and intent of this Agreement.

9.6 Entire Agreement. This Agreement contains the full and complete undertaking and agreement between the parties hereto with respect to the manufacture and supply of fumed metal oxide dispersions, and supersedes all other agreements between Cabot, on the one hand, and CMC, on the other, whether written or oral except any confidentiality agreements between the parties, which shall, to the extent such agreements do not contradict the terms of this Agreement, continue in effect.

9.7 Headings. The headings of the sections and other subdivisions of this Agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify, construe this Agreement or any part or provision thereof nor otherwise be given any legal effect.

9.8 Assignees and Third Parties. This Agreement may not be assigned by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void; provided, however, that Cabot may assign this Agreement to a subsidiary or affiliated company. In addition, CMC may make arrangements for the production and sale of Services and Products required hereunder to be manufactured and sold by a subsidiary or an affiliate, including but not limited to Cabot Microelectronics International Corporation. Such arrangements may take the form of an assignment of certain rights and obligations hereunder or a subcontract of certain obligations hereunder. Similarly, Cabot may make arrangements for the purchase of Products and Services hereunder to be made by a subsidiary, including but not limited to Cabot Carbon Ltd. Such arrangements may take the form of an assignment of certain

rights and obligations hereunder. However, all sales of Products and Services pursuant to any such arrangement shall be governed by the terms of this Agreement.

9.9 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Delaware, without giving effect to principles of conflicts or choice of laws of Delaware or of any other jurisdiction.

9.10 Force Majeure. Each of the parties hereto shall be excused from delays in performing or from failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, but not limited to, forces of nature, acts of God, strikes, lockouts, wars, blockades, insurrections, riots, epidemics, restraints or requirements of any government or government agency, civil disturbances, explosions, breakage or accident to machinery or lines of pipe, unavailability of raw material or supplies, strandings, perils of the sea, the binding order of any court or governmental authority which has been resisted in good faith by all reasonable means, and other cause, whether of the kind enumerated or otherwise, not reasonably within the control of the party claiming suspension. Failure to prevent or settle any strike shall not be considered to be a matter within the control of the party claiming suspension. However, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument and have delivered this Agreement as of the day and year first above written.

CABOT CORPORATION

By: /s/  Samuel W. Bodman
   ------------------------------------
    Name:  Samuel W. Bodman
    Title: Chief Executive Officer

CABOT MICROLELECTRONICS
CORPORATION

By: /s/ Matthew Neville
   ------------------------------------
   Name:  Matthew Neville
   Title: President and
          Chief Executive Officer

PRODUCT       FORMULA       CONTROL PLAN         SPECIFICATION              CMC TEST          STANDARD      MINIMUM
             (REVISION       (EFFECTIVE       (SPECIFICATION NO./            METHODS           PACKAGE       ORDER
               DATE)        DATE/REVISION        REVISION DATE)           (TEST METHOD                     QUANTITY
                               LEVEL)                                       NUMBER)
  [ ]         9/19/96      8-5-96, Rev. A       [ ] -10/98-Rev.        101, 200, 300, 302     55 G Poly     8 Drums
                                                    1-10/98                                     Drum
  [ ]         1/19/00      5-1-97, Rev. A        [ ] -1/0-Rev.           203, 6010A (1)      275 G Rock     2 Totes
                                                     3-1/00                                     Tote
  [ ]          5/4/95      10-1-97, Rev. A       [ ] -4/98-Rev.        101, 200, 300, 302    55 G Fiber     8 Drums
                                                     1-5/97                                     Drum
  [ ]          7/5/94      8-5-96, Rev. A        [ ] -4/98-Rev.        101, 200, 300, 302    55 G Fiber     8 Drums
                                                     1-5/97                                     Drum
  [ ]          2/1/93      10-1-97, Rev. A       [ ] -4/98-Rev.        101, 200, 300, 302    55 G Fiber     5 Drums
                                                     1-5/97                                     Drum
  [ ]          7/5/93      10-1-97, Rev. A       [ ] -4/98-Rev.        101, 200, 300, 302    55 G Fiber     5 Drums
                                                     1-5/97                                     Drum
  [ ]          7/6/94      10-1-97, Rev. A       [ ] -4/98-Rev.        101, 200, 300, 302    55 G Fiber     4 Drums
                                                     1-5/97                                     Drum
  [ ]         7/16/93      10-1-97, Rev. A       [ ] -4/98-Rev.        101, 200, 300, 302    55 G Fiber     6 Drums
                                                     1-5/97                                     Drum
  [ ]         9/27/94      10-1-97, Rev. A       [ ] -4/98-Rev.        101, 200, 300, 302    55 G Fiber     5 Drums
                                                     1-5/97                                     Drum
  [ ]         11/18/93     10-1-97, Rev. A       [ ] -4/98-Rev.        101, 200, 300, 302    55 G Poly     8 Drums
                                                     1-5/97                                     Drum
  [ ]         8/23/96      10-1-97, Rev. A       [ ]-4/98-Rev.1-5/97   101, 200, 300, 302    55 G Poly     6 Drums
                                                                                                 Drum

[ ]         9/19/96      8-5-96, Rev. A       [ ] -4/98-Rev.           101, 200, 300, 302         55 G Fiber        8 Drums
                                                   1-4/98                                           Drum
[ ]         9/19/96      8-5-96, Rev. A       [ ] -4/98-Rev.           101, 200, 300, 302         55 G Fiber        6 Drums
                                                   1-4/98                                           Drum
[ ]          6/9/98      6-9-98, Rev. B       [ ] -6/98-Rev. B         400, 404, 408              55 G Poly         5 Drums
                                                    6/98                                            Drum
[ ]         8/31/99      8-31-96, Rev. A      [ ] -8/99-Rev. A         DTM 101, 201,              55 G Poly         6 Drums
                                                    8/99               302, 303, 500, 607           Drum
[ ]         1/19/00      1-19-00, Rev. B      [ ] -1/00-Rev. 1         203, 6010A (1)            275 G Rock        2800 LBS
                                                                                                      Tote

PRODUCT      FORMULA        CONTROL PLAN              SPECIFICATION         CMC TEST                 STANDARD     MINIMUM ORDER
            (REVISION        (EFFECTIVE           (SPECIFICATION NO./       METHODS                  PACKAGE        QUANTITY
              DATE)            DATE/REVISION          REVISION DATE)        (TEST METHOD
                                   LEVEL)                                     NUMBER)

  [ ]        (US-[ ])        10-1-97 Rev. A          [ ] -4/98-Rev.         CTM 400, 407, 404       220 liter       1000 Kgs
              5/4/95                                      1-5/97                                    Poly Drum
  [ ]       D1.701.013       D1.701.013 Rev. 3       D1.701.013 Rev 3       CTM 400, 407, 405       220 liter       1062 Kgs
          Rev 3 23/12/99          23/12/99               23/12/99                                   Poly Drum
  [ ]       D1.701.003       D1.701.003 Rev. 2       D1.701.003 Rev.2       CTM 400, 407, 406       220 liter       1062 Kgs
          Rev.2 15/12/99          15/12/99               15/12/99                                   Poly Drum
  [ ]       D1.701.005       D1.701.005 Rev. 3       D1.701.005 Rev 3       CTM 400, 407, 407       220 liter       1090 Kgs
          Rev 3 16/12/99          16/12/99               16/12/99                                   Poly Drum
  [ ]       D1.701.024       D1.701.024 Rev. 2       D1.701.024 Rev. 2      CTM 400, 407, 411       220 liter       1028 Kgs
              Rev. 2              16/12/99               16/12/99                                   Poly Drum
             16/12/99
  [ ]       (US-A1695)       10-1-97 Rev. A          A1695-4/98-Rev.        CTM 400, 407, 413       220 liter       1000 Kgs
              7/5/93                                      1-5/97                                    Poly Drum
  [ ]       D1.701.036       D1.701.036 Rev. 2       D1.701.036 Rev. 2      CTM 400, 407, 416       220 liter       1088 Kgs
          Rev.2 23/12/99          23/12/99               23/12/99                                   Poly Drum
  [ ]       D1.701.037       D1.701.037 Rev. 2       D1.701.037 Rev. 2      CTM 400, 407, 417       220 liter       1088 Kgs
              Rev. 2              06/01/00               06/01/00                                   Poly Drum
             06/01/00
  [ ]       D1.701.038       D1.701.038 Rev. 2       D1.701.038 Rev. 2      CTM 400, 407, 418       220 liter       1460 Kgs
              Rev. 2              06/01/00               06/01/00                                   Poly Drum
             06/01/00
  [ ]       D1.701.040       D1.701.040 Rev, 3       D1.701.040 Rev. 3      CTM 400, 407, 420       220 liter       1090 Kgs
              Rev. 3              15/12/99               15/12/99                                   Poly Drum
             15/12/99
  [ ]       D1.701.002       D1.701.002 Rev. 2       D1.701.002 Rev. 2      CTM 400, 407, 424       220 liter       1240 Kgs
          Rev. 2 05/01/00         05/01/00               05/01/00                                   Poly Drum

[ ]       D1.701.017       D1.701.017 Rev. 2       D1.701.017 Rev. 2      CTM 400, 407, 425       220 liter        988 Kgs
            Rev. 2              15/12/99               15/12/99                                   Poly Drum
           15/12/99
[ ]       D1.701.033       D1.701.033 Rev. 2       D1.701.033 Rev. 2      CTM 400, 407, 426       220 liter       1070 Kgs
            Rev. 2              08/12/99               08/12/99                                   Poly Drum
           08/12/99

Exhibit 10.11

The omitted portions indicated by brackets have been separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406, promulgated under the Securities Act of 1933, as amended.

                                                   Agreement #:          C-06438
                                                   Effective Date: FEB. 18, 1999
                                                  Expiration Date:  DEC. 31,2001
                                                     CNDA #:               17452


BUYER:      Intel Corporation (and all Intel divisions and subsidiaries,
            hereinafter "BUYER" or "INTEL")
            Intel Corporation
            2200 Mission College Blvd
            Santa Clara, CA 95052-8119


SUPPLIER:   Cabot Corporation (hereinafter "SUPPLIER")
            500 Commons Drive
            Aurora, IL 60504

                                        X         Terms and Conditions of Purchase Agreement - Goods
Addenda attached here to and            X    A    Product Description and Price Schedule
Incorporated herein by reference        X    B    Key Contacts & Intel Fab Locations
(Mark "X" where applicable.)            X    C    Quality Requirements
                                        X    D    Volume Commitments
                                             E
                                             F

Buyer will purchase and Supplier will sell certain Items in accordance with the Terms and Conditions and Addenda attached hereto. All Purchase Orders issued to Supplier by Buyer during the term of this Agreement shall be governed only by the Terms and Conditions of this Agreement notwithstanding any preprinted terms and conditions on Supplier's acknowledgment or Buyer's Purchase Order. Any additional or different terms in documents exchanged by the parties subsequent to execution of this agreement are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given.

INTEL CORPORATION                                 SUPPLIER

By: /s/  Mumtaz Ahmed                             By: /s/  Matthew Neville
    --------------------------                        --------------------------
Signature                                         Signature

Mumtaz Ahmed                                      Matthew Neville
Printed Name                                      Printed Name

Commodity Manager                                 GM & VP
Title                                             Title

2/18/99                                           2/18/99
Date                                              Date

TERMS AND CONDITIONS OF PURCHASE AGREEMENT - CHEMICALS/GASES

1. DEFINITIONS

A. "Release" means Buyer's authorization to ship in accordance with the Buyer's Purchase Order, and authorizing Supplier to ship a definite quantity of Items to a specified schedule. The Release is contained in the Purchase Order sent to Supplier.

B. "Items" means the goods which Supplier is to provide to Buyer as set forth on Addendum A. Any Item which is custom made for Buyer shall be indicated by an asterisk (*) on such Addenda A.

C. "Estimated Usage" or "Forecast" is the quantity Buyer reasonably expects to Release, however, Buyer shall not be obligated to Release such quantities of Items.

D. "Purchase Order" is Buyer's document setting forth specific line Items ordered and Release information.

E. "CIF" means "Cost, Insurance and Freight (named port of shipment)." Reference Incoterms 1990.

F. "DDP" means "Delivered Duty Paid (named place of destination)." Reference Incoterms 1990.

G. "DDU" means "Delivered Duty Unpaid (named place of destination)." Reference Incoterms 1990.

H. "FMO" is Fab Materials Operation (a department within Intel Corporation).

I. "FOB" means "Freight on Board (named port of shipment)." Reference Incoterms 1990.

J. "FCA" means "Free Carrier (named place of destination)". Reference Incoterms 1990.

2. TERM OF AGREEMENT

A. The term of this Agreement shall begin on the Effective Date and continue to the Expiration Date, unless renewed pursuant to the terms of this Section. After the initial term, this Agreement shall be automatically renewed from year to year (for one-year periods) without action by either party, unless terminated pursuant to Section 5 of this Agreement. At Buyer's option, Items may be scheduled for delivery up to three (3) months following expiration or termination of this Agreement.

B. This Agreement shall be effective to all Intel manufacturing facilities in the U.S. and the non-U.S. facilities identified in Addenda hereto.

3. PRICING

A. Prices of Items are as set forth in Addendum A, and may only be modified by mutual agreement. Supplier will publish newly negotiated prices to corporate representative and all Site buyers within 10 days of signed agreement.

B. For any Item of which Supplier supplied Buyer with [ ]% or more of Buyer's requirements, as described in Addendum D, during the previous calendar year, Supplier agrees that the price for such Item shall always be Supplier's lowest net price charged any customer for like volumes of such Item. If the net price charged to Buyer for such is greater than that charged to another customer of Supplier for like volumes, Supplier shall adjust its price to Buyer to the lower price for as long as Supplier continues to offer such lower price to another customer. In addition, to the extent Buyer was charged a higher price during a period that Supplier was selling like volumes of such Item to another customer at a lower price, Supplier shall refund to Buyer the difference in the purchase price paid by Buyer and such lower price.

C. In the event Supplier offers any Item of which Supplier supplied Buyer with
[ ]% or more of Buyer's requirements as described in Addendum D during the previous calendar year at a lower price (taking into account volume discounts) either as a general price drop or only to some customer(s) for any reason, Supplier shall immediately inform Buyer of this price.

D. Applicable taxes and other charges such as duties, customs, tariffs, imposts and government imposed surcharges, and freight shall be stated separately on Supplier's invoice.

E. Additional costs, except those described in Section 3(D) or in Addenda A or D, will not be reimbursed without Buyer's prior written approval.

F. Buyer reserves the right to have Supplier's records inspected and audited only by an independent third party auditor to ensure compliance with section 3B of this Agreement. At Buyer's option or upon Supplier's written demand, such audit will be performed by an independent third party at Buyer's expense. However, if Supplier is found to not be complying with section 3B of this Agreement in any way, Supplier shall reimburse Buyer for all costs associated with the audit. The results of such audit shall be kept confidential by the auditor, and only Supplier's failures to abide by the obligations of this Agreement shall be reported to Buyer.

G. If a new product not included in Addendum A is to be purchased regularly, its price will be negotiated by a corporate representative at the time of initial purchase. If the product is for test purposes only at a given site, its price may be established between Supplier and a Sitebuyer. Said price shall be in effect until such time as an Intel part number is created, at which time a corporate-wide price will be negotiated by a corporate representative.

H. Supplier will publish quarterly updates of Addendum A to FMO, all Buyer's Site Chemicals buyers and Buyer's Accounts Payable department, including new chemicals, their negotiated prices, supplier part numbers, Intel part numbers and any other changes. Quarterly updates of Addendum A will be issued on 1/30, 4/30, 7/30 and 10/30 of each year. Names and addresses of all parties to receive the updates will be provided and updated by Site buyer (see Addendum B).

I. U.S. and non-U.S. prices will be fixed in U.S. dollars regardless of the Item country of origin or destination. Buyer retains the right to buy from Supplier or any subsidiaries of Supplier in U.S. dollars.

J. The cost of containers, both returnable and disposable, diptubes and any required accessories will be included in the cost of the chemical

K. Warehousing costs will be separate from this Agreement and will be billed separately.

4. INVOICING AND PAYMENT

A. Any applicable prompt payment discounts will be computed from the latest of: (i) the scheduled delivery date; (ii) the date of actual delivery; or
(iii) the date a properly filled out original invoice or packing list is received. Payment is made when Buyer's check is mailed or EDI funds transfer initiated. Buyer shall make payment within forty-five (45) days of receipt of the proper original invoice or packing list.

B. Original invoices or packing lists shall be submitted and shall include:
full legal company name, payment terms, freight terms, tax status and rate, purchase agreement number from the Purchase Order, purchase order number, line Item number, Release number, part number, complete bill to address, description of Items, quantities, unit price and extended totals. Buyer's payment shall not constitute acceptance. Invoice must match Buyer's PO and packing slip exactly including unit of measure.

C. Supplier shall provide to Buyer's Accounts Payable, and update as necessary, the names and phone numbers of a contact in Accounts Receivable.

D. All international shipments must be accompanied by original invoice.

E. Supplier will invoice Buyer for material and services no later than 120 days after delivery.

5. TERMINATION

This Agreement may not be terminated by either party prior to the Expiration Date, except upon material breach by the other party. The Agreement may be terminated by

either party on or after the Expiration Date by delivering to the other party written notice of termination at least one year prior to the date of such termination.

6. CONTINGENCIES

Neither party shall be responsible for its failure to perform due to causes beyond its reasonable control such as acts of God, fire, theft, war, riot, embargoes or acts of civil or military authorities. If delivery is to be delayed by such contingencies, Supplier shall immediately notify Buyer in writing and Buyer may either: (i) extend time of performance; or (ii) terminate all or part of the uncompleted portion of the Purchase Order at no cost to Buyer.

7. DELIVERY, RELEASES AND SCHEDULING

A. Any Forecasts provided by Buyer are for planning purposes only and do not constitute a Release or other commitment by Buyer.

B. [Left intentionally blank]

C. Supplier shall notify Buyer in writing within two (2) business days of receipt of Buyer's Purchase Order if Supplier is unable to make any scheduled delivery and state the reasons therefor. The absence of such notice constitutes acceptance of the Purchase Order and commitment to the Release terms.

D. Supplier shall not deliver Items earlier than five (5) business days prior to agreed scheduled delivery dates and Buyer may return early, excess, or non-conforming shipments at Supplier's risk and expense.

E. Buyer may reschedule or cancel any Release in whole or in part prior to the Release date at no additional charge.

F. Buyer may place any portion of a Release on hold by notice which shall take effect immediately upon receipt. Releases placed on hold will be rescheduled or canceled within a reasonable time.

G. Supplier shall not deliver Items until such Items are specified in an issued Purchase Order which contains specific Release dates for specific Items.

H. Purchase orders will specify the destination date at Buyer dock or designated warehouse.

I. Supplier must notify FMO, Accounts Payable and all Site Chemical buyers immediately in writing of any changes, including changes in delivery schedules, part numbers, contact persons and the party to be invoiced.

J. Supplier must provide FMO with a Certificate of Analysis (C of A) or sample for each lot to be shipped, as directed in the most current appropriate Intel Specification (Addendum C).

K. Buyer may return any standard Item in same condition as received within [ ] days of receipt. Buyer will pay return freight and disposal costs, if necessary (Disposal costs paid only if the product conformed to all required specifications in place). Reimbursement for Items returned will be made by credit memo.

L. Supplier shall ship all Items according to the delivery address provided on each Purchase Order submitted by Buyer.

M. Supplier shall provide and update as necessary the name and phone number of one person which Buyer's representative may contact regarding scheduling and delivery. Additionally, Supplier will provide 24-hour hotline/contact number which Buyer may contact in case of emergency.

N. Supplier agrees to maintain safety stock on specified Items as mutually agreed with Buyer's local sites. Supplier shall notify Buyer whenever safety stock falls below minimum levels and will provide a corrective action plan to replenish Items. In the event Buyer no longer intends to purchase a particular Item from Supplier for use at a particular site, Buyer shall so notify Supplier of such fact and Buyer shall purchase Buyer's minimum required safety stock of such Items at that site.

O. Supplier shall maintain an on-hand supply of emergency packaging material sufficient to meet pre-agreed requirements with Buyer's Site Chemical buyer.

8. ACCEPTANCE AND WARRANTY

A. Buyer may with reasonable advance notification inspect and test all Items at reasonable times before, during and after manufacture. If any inspection or test is made on Supplier's premises, Supplier shall provide reasonable facilities and assistance for the safety and convenience of Buyer's inspectors in such manner as shall not unreasonably hinder or delay Supplier's performance. All Items shall be received subject to Buyer's inspection, testing, approval and acceptance at Buyer's premises notwithstanding any inspection or testing at Supplier's premises or any prior payment for such Items. Items rejected by Buyer as not conforming to this Agreement or Item specifications whether provided by Buyer or furnished with the Item may be returned to Supplier at Supplier's risk and expense and, at Buyer's request shall immediately be repaired or replaced.

B. Supplier warrants that all Items furnished here under shall be new, of the grade and quality specified, conform to all agreed-to specifications, and will be free of liens and encumbrances (excluding claims of intellectual property infringement, which are the exclusive subject of Section 14). These warranties shall survive any delivery, inspection, acceptance, payment or resale of the Items. Original specifications and any subsequent modifications to those specifications shall be agreed upon by both Buyer and Supplier. SUPPLIER MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE ITEMS, WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES, EVEN IF THE PURPOSES OR USES OF SUCH PRODUCTS ARE KNOWN BY SUPPLIER.

C. During the Items' specified shelf life, at Buyer's option, Supplier shall promptly repair, replace or refund the purchase price of all Items not conforming to the foregoing warranties, and shall also refund the cost of return shipping of such Items. Supplier will bear the risk of loss of such Items while in transit. Supplier's warranty liability for damages arising from each "Non-Conformance Event" shall [ ]. Furthermore, in no event shall Supplier's [ ]. As used herein, "Non-Conformance Event" shall mean the receipt by Buyer of a lot of Items which are not in conformity with the warranty given in Section 8B above. IN NO EVENT SHALL SELLER BE RESPONSIBLE OR LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING IN WARRANTY UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. The
[ ]contained in this Section 8 is separate and independent from the [ ] contained in Section 14, and the amount of liability imposed under one of these Sections does not limit or restrict the amount of liability imposed under another Section. NOTHING IN THIS SECTION IS INTENDED TO PLACE A LIMITATION ON EITHER PARTY'S LIABILITY IN TORT FOR PERSONAL INJURY.

D. Freight charges for returned non-conforming Items shall be paid by Supplier with the understanding that returns must be authorized in accordance with Supplier's return authorization procedures. Returns must be authorized by Supplier within 10 days of Buyer's request. Credit for returned Items will be issued within 30 days of notification by Buyer.

E. Notwithstanding anything to the contrary contained in this Agreement, Supplier represents and warrants to Buyer that there will be no disruption in the supply of those goods and/or services which are under the direct control of the Supplier as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year. Supplier does not provide any such warranty for disruptions caused by those goods and/or services which are not under the Supplier's direct control. As used herein, "direct control" refers to goods and/or services which the Supplier actively manages by contract and/or owns. Furthermore, in no event shall

Seller's total and aggregate liability under such warranty exceed $500,000 over the term of this Agreement

9. PRODUCT SPECIFICATIONS/IDENTIFICATION/ ERRATA

A. Supplier shall not modify the specifications for Items without Buyer's written consent. Supplier shall notify FMO and all Site Chemical buyers immediately in writing of any change in Supplier's part number, in the manufacturing process, packaging or description for any Item sold to Buyer at least ninety (90) days in advance of any changes. Such notice shall also be included in the quarterly update mentioned in Section 3 (I).

B. Supplier shall cooperate with Buyer to provide configuration control and traceability systems for Items supplied hereunder.

C. Items must comply with Buyer's raw material specifications (Intel Specification 07-400).

D. As long as Buyer is purchasing a particular Item, Supplier shall notify FMO and all Site Chemical buyers at least one year in advance of expected discontinuance of that Item. Exception: In the event of changes or discontinuation required by governmental order or requirement, Supplier shall notify Buyer in writing immediately. Notification of any change in product specification must follow Intel's " Materials Change Control Procedure." (Intel Specification 07-120).

E. Where an existing agreed-to Intel Specification (Addendum C) is updated, the updated Specification must be agreed to by Buyer and Supplier before it will be in effect.

10. CONTAINERS AND DIPTUBES

A. All necessary chemical containers, packaging and diptubes will be provided by Supplier and included in the cost of the Item.

B. All containers and diptubes shall be inspected by Supplier before each use and repaired or replaced as necessary.

C. At all times, ownership and title of containers and diptubes will remain with the Supplier.

D. Buyer will not be responsible for any additional charges for acquisition, termination or disposal of containers or diptubes.

E. In the event that containers or diptubes become damaged through neglect or misuse by Buyer, Buyer will reimburse Supplier an amount agreed upon and pro-rated based upon useful life.

F. All packaging including quartz, stainless steel, bottles, drums and ICBs, shall be equipped with tamper evident seals.

11 PACKING AND SHIPMENT

A. Shipments to Israel: Delivery terms for Israel will be DDP Intel, Jerusalem. Supplier fulfills its obligation to deliver when Items are made available at Buyer's dock or designated warehouse. Supplier will bear all risks, liabilities and costs involved in bringing the Items thereto. Buyer will ship empty containers to the point of manufacture in a timely manner.

B. Shipments to Ireland: Delivery terms for Ireland will be DDU Intel, Leixlip. Supplier fulfills its obligation to deliver when Items are made available at Buyer's dock or designated warehouse. Supplier will bear all risks, liabilities and costs involved in bringing the Items thereto, excluding duties, taxes and other official charges payable upon importation. Buyer will ship empty containers to the point of manufacture in a timely manner.

C. For all other Intel Factories, both U.S. and non-U.S., Items shall be DDP Buyer's dock or as otherwise specified in the Release. Buyer will ship empty containers to the point of manufacture in a timely manner. All Items shall be prepared for shipment in a manner which: (i) follows good commercial practice; (ii) is acceptable to common carriers for shipment at the lowest rate; and (iii) is adequate to ensure safe arrival. Supplier shall mark all containers with necessary lifting, handling and shipping information, purchase order number, date of shipment and the names of the Buyer and Supplier. Buyer shall

notify Supplier of the method of shipment and expected delivery date. If no instructions are given, Supplier shall select the most cost effective carrier, given the time constraints known to Supplier. Supplier shall ship only the quantity of Items specified in the Release. Buyer may return at Supplier's expense any Items in excess of the quantity stated in the Release.

D. Supplier shall be responsible for all Supplier's activities through manufacture, storage, transport, and delivery of Items to Buyer. In the event that Buyer must deploy emergency, safety, or materials personnel in response to an emergency or non-compliance with Intel or regulatory procedure involving Items supplied hereunder, Buyer and Supplier will review the incident. If Buyer and Supplier agree that (i) such deployment was necessary, and (ii)Supplier's negligent act or failure to act was the proximate cause of such emergency or non-compliance, then Supplier agrees to reimburse Buyer for the out-of-pocket cost incurred by Buyer in deploying its personnel to respond to such incident. Supplier will not be responsible for costs incurred by such deployment due to Buyer's negligent act or failure to act. International shipments: Supplier will provide Buyer's representative with shipping documents as requested. Buyer's purchase orders will contain detailed shipping instructions. E. Shipment of all Items qualified for Buyer's Preship or Direct Ship Programs will be done in accordance with latest mutually accepted Intel Specification 07-402 (Intel Chemical and Gas Quality Program.).

12. OWNERSHIP AND BAILMENT RESPONSIBILITIES

A. Any specifications, drawings, schematics, technical information, data, tools, dies, patterns, masks, gauges, test equipment, and other materials furnished or paid for by Buyer shall: (i) be kept confidential; (ii) remain Buyer's property; (iii) be used by Supplier exclusively for Buyer's orders;
(iv) be clearly marked as Buyer's property and segregated when not in use;
(v) be kept in good working condition at Supplier's expense; and (vi) be shipped to Buyer promptly on demand.

B. Supplier shall insure Buyer's property and be liable for loss or damage while in Supplier's possession or control, ordinary wear and tear excepted.

13. CONFIDENTIALITY AND PUBLICITY

A. During the course of this Agreement, either party may have or may be provided access to the other's confidential information and materials. Provided such are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight
(48) hours of disclosure, that the information or materials are "Confidential", each party agrees to maintain such information in accordance with the terms of this Agreement and the CNDA referenced on the signature page of this Agreement or any applicable separate nondisclosure agreement between Buyer and Supplier. In the absence of a CNDA or other written agreement, at a minimum each party agrees to maintain such information in confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats it's own information of a similar nature, until the information becomes publicly available through no fault of the non disclosing party. Supplier's employees who access Buyer's facilities may be required to sign a separate non-disclosure agreement prior to admittance to Buyer's facilities.

B. The parties agree that neither will disclose the existence of this Agreement, nor any of its details or the existence of the relationship created by this Agreement, to any third party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms hereof is required by applicable law, rule or regulation, or is compelled by a court or governmental agency, authority or body: (i) the parties shall use all legitimate and legal means available to minimize the disclosure to third parties of the content of the Agreement, including without limitation seeking a confidential

treatment request or protective order; (ii) the disclosing party shall inform the other party at least ten (10) business days (i.e., not a Saturday, Sunday or a day on which banks are not open for business in the geographic area in which the non-disclosing party's principal office is located) in advance of the disclosure; and (iii) the disclosing party shall give the other party a reasonable opportunity to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement in confidence to their respective legal counsel, accountants, bankers and financing sources as necessary in connection with obtaining services from such third parties. The obligations stated in this section shall survive the expiration or termination of this Agreement.

14. PATENTS, COPYRIGHTS, TRADE SECRETS, TRADEMARKS AND MASKWORK RIGHTS

A. Supplier makes no agreement to defend, indemnify or hold Buyer harmless from any costs, expenses, losses, damages or liabilities incurred because of actual or alleged infringement of any patent, trade secret or other intellectual property right by, or arising from use of, [ ] slurry or any other Items designated as custom by the parties. For all other Items, Supplier agrees to indemnify and hold Buyer harmless from any costs and expenses (including reasonable attorneys' fees) incurred in connection with, and damages awarded to a third party as a direct result of, adjudicated claims of infringement of any third party patent, trade secret, trademark or other intellectual property right arising out of the purchase of Items by Buyer or the use of Items by Buyer or Buyer's customers, provided, however, that Seller is not obligated to so indemnify Buyer, if
(i) the sale of such Item by Supplier does not constitute contributory infringement or inducement to infringe; or (ii) Buyer modifies the Item; or
(iii) Buyer uses the Item in a manner other than the specific use for which the Item is sold by Supplier. Buyer shall promptly notify Supplier of such claim or demand and shall permit Supplier to participate in the defense thereof.

B. To the extent any settlement of a claim or demand is for an amount less than the Liability Cap set forth in this Section, Supplier shall have the right to settle said claim at its discretion.

C. If an injunction issues as a result of any such claim or action or if Supplier determines in good faith that it is unable or unwilling to supply an Item because the Item itself or the use of the Item may infringe a patent or may constitute a misappropriation of a trade secret, Supplier agrees at its expense and Buyer's option to either: (i) procure for Buyer and Buyer's customers the right to continue using Items; (ii) replace them with non-infringing Items; or (iii) modify them so they become non-infringing. Buyer's sole remedy for Supplier's failure to supply or to obtain the remedy elected shall be [ ], and upon [ ] Supplier shall not be deemed in breach of this Agreement.

D. In no event shall Supplier's total and aggregate liability under Section 14A above exceed forty million dollars ($40,000,000.00)(the "Liability Cap"). The limitation on liability contained in this Section 14 is separate and independent from the [ ] contained in Section 8, and the amount of liability imposed under one of these Sections does not limit or restrict the amount of liability imposed under another Section.

15. HAZARDOUS MATERIALS

A. If Items or any services provided hereunder include hazardous materials as defined by relevant local, state, and national law, Supplier represents and warrants that Supplier and its personnel providing services to Buyer understand the nature of and hazards associated with the design and/or service of Items including handling, transportation, and use of such hazardous materials, as applicable to Supplier. Prior to causing hazardous materials to be on Buyer's property, Supplier shall obtain written approval from Buyer's Site Environmental/Health/Safety organization. Supplier will indemnify Buyer from any

environmental liability incurred by Buyer which results from the shipment and delivery of hazardous Items to Buyer, provided Buyer's negligence was not a proximate cause of such liability.

B. Supplier will timely provide Buyer with material safety data sheets and any other documentation reasonably necessary to enable Buyer to comply with applicable laws and regulations.

C. Supplier hereby certifies that Items supplied to Buyer do not contain and are not manufactured with any ozone depleting substances, as those terms are defined by law.

16. CUSTOMS CLEARANCE

Upon Buyer's request, Supplier will promptly provide Buyer with a statement of origin for all Items and with applicable customs documentation for Items wholly or partially manufactured outside of the country of import.

17. COMPLIANCE WITH LAWS

A. Supplier shall comply with all national, state, and local laws and regulations governing the manufacture, transportation, and/or sale of Items and/or the performance of services in the course of this Agreement. In the United States, these may include, but are not limited to, Department of Commerce, Environmental Protection Agency, and Department of Transportation regulations applicable to hazardous materials.

B. Supplier represents and agrees that it is in compliance with Executive Order 11246 and implementing Equal Employment Opportunity regulations and the Immigration Act of 1987, unless exempted or inapplicable.

18. MERGER, MODIFICATION, WAIVER, AND REMEDIES

A. This Agreement contains the entire understanding between Buyer and Supplier with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous agreements, dealings and negotiations. No modification, alteration or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both parties.

B. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach.

C. Except as otherwise expressly limited herein, the parties' rights and remedies herein are in addition to any other rights and remedies provided by law or in equity.

D. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect the validity of the remaining provisions unless Buyer determines in its discretion that the court's determination causes this Agreement to fail in any of its essential purposes.

19. ASSIGNMENT

Neither party may assign or factor any rights in nor delegate any obligations under this Agreement or any portion thereof without the written consent of the other. However, Supplier may assign its rights and obligations hereunder to its direct and indirect subsidiaries, without such consent. Buyer may cancel this Agreement for cause should Supplier attempt to make an unauthorized assignment of any right or obligation arising hereunder.

20. APPLICABLE LAW

This Agreement is to be construed and interpreted according to the laws of the State of Delaware, excluding its conflict of laws provisions. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods, in accordance with Article 6 thereof.

21. HEADINGS

The headings provided in this Agreement are for convenience only and shall not be used in interpreting or construing this Agreement.

22. SPECIFIC PERFORMANCE

Notwithstanding anything else contained in this Agreement, the parties hereto agree that failure to perform certain obligations undertaken in connection with this Agreement would cause irreparable damage, and that monetary damages would not provide an adequate remedy in such event. The parties further agree that failure to deliver against accepted Purchase Orders, or to deliver confirmed supply or pricing, are such obligations. Accordingly, it is agreed that, in addition to any other remedy to which the non breaching party may be entitled, at law or in equity, the non breaching party shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement, and an order of specific performance to compel performance of such obligations in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction.

23. SURVIVAL

The provisions of Sections: 1, 8, 13, 14, 15, 20 will survive any termination or expiration of this Agreement. In addition, any license granted pursuant to Section 25 which is exercised prior to the Expiration Date shall remain in force and effect for a period of three (3) years following the Expiration Date, and Section 25 shall survive for this three-year time period following the Expiration Date.

24. VOLUME COMMITMENTS

A. Buyer's and Supplier's volume obligations and sales commitments for [ ] are set forth in Addendum D for the years set forth therein.

B. Notwithstanding the volume obligations described above and set forth in detail in Addendum D of this Agreement, in the event that (i) Buyer is made a party to litigation arising from a claim of intellectual property infringement for which Buyer is indemnified, pursuant to Section 14 above, and (ii) Buyer determines, in good faith, after a thorough review of the claim, underlying patent, requested relief, Buyer's defenses and other relevant facts, that Supplier's indemnification obligation (which Supplier has the unilateral right to increase) would not be adequate with respect to the potential liability to such person, [ ], unless Supplier agrees in writing to increase the amount of the Liability Cap set forth in Section 14 to a level which exceeds Buyer's good faith estimate of the amount of the likely damages to be incurred in such lawsuit.

C. Notwithstanding the volume obligations described above and set forth in detail in Addendum D of this Agreement, in the event Supplier does not supply a particular Item for the reasons stated in Section 14C above, Supplier shall be released from its contractual obligation to supply the affected Item to Buyer.

25. LICENSE

A. Supplier agrees to grant to Buyer and/or its designee a contingent, royalty-free, fully-paid, worldwide, non-exclusive, irrevocable license, under those intellectual property rights that are owned by Supplier, or licensed to Supplier (which Supplier has the right to sublicense), that are necessary to make, use and import, and in the

case of any such designee, to sell to Buyer or offer for sale to Buyer, those specific Items that Supplier is not able to supply under this Agreement for one of the following reasons:

(i) Supplier is [ ] selling or delivering such specific Item(s) to Buyer, or

(ii) Supplier determines in good faith that it is [ ].

The above described license is expressly limited to the right to make Items for Buyer's sole use, or in the case of a designee, to make, sell or offer for sale Items (not supplied for the reasons set forth above), in an amount not to exceed those set forth in Addendum D, for Buyer's sole use. In addition, the above described license shall not obligate Supplier to disclose any trade secrets to Buyer or its designee other than the formulation (i.e., the ingredients and proportions) of the Item which has not been supplied. Any disclosure of such Item's formulation to Buyer and/or its designee shall be subject to Buyer and/or its designee entering into appropriate obligations of confidentiality with respect to such formulation.

B. In the event (i) Buyer is made a defendant in litigation by any person or entity other than [ ], arising from a claim of patent infringement for which Buyer is indemnified, pursuant to Section 14 above; and (ii) Supplier is willing to continue to supply the affected Items; and (iii) Supplier is unable to settle such litigation for an amount less than the [ ]; and (iv) Buyer determines, in good faith, after a thorough review of the claim, underlying patent, requested relief, Buyer's defenses and other relevant facts, that Supplier's indemnification obligation (which Supplier has the unilateral right [ ] with respect to the [ ] to such person, then Supplier shall be obligated to either:

(i) Grant to Buyer and/or its designee a non-exclusive, royalty-bearing, irrevocable license, under those patent rights that are owned by Supplier, or licensed to Supplier (which Supplier has the right to sublicense), that are necessary to make, use and import, and in the case of any such designee, to make and sell to Buyer or offer for sale to Buyer, those specific Items (in an amount not to exceed that set forth in Addendum
D) that are the subject of such litigation, provided, that Supplier receives a non-exclusive, royalty-bearing, perpetual, irrevocable license under the patent that is being asserted in the infringement litigation and any other such patents of such party that are necessary to make and use those specific Items. The [ ] in such case with respect to the cross-licenses granted shall be [ ] of the purchase price or fair market value (if produced by Buyer internally) of the Item that is [ ]; or

(ii) Grant to Buyer and/or its designee a non-exclusive, royalty-bearing, irrevocable license, under those patents that are owned by Supplier, or licensed to Supplier (which Supplier has the right to sublicense), that are necessary to make, use and import, and in the case of any such designee, to make and sell to Buyer or offer for sale to Buyer, those specific Items that are the subject of such litigation. The [ ] in such case shall be [ ] of the purchase price or fair market value (if produced by Buyer internally) of the Item that is [ ]. The foregoing license grant is expressly limited to the right to make Items (in an amount not to exceed that set forth in Addendum D) for Buyer's sole use.

In the event Buyer exercises its right to have a license granted to Buyer and/or its designee under this Section 25B, any such license grant shall not subsequently

revert to a license grant under Section 25A, regardless of whether Supplier subsequently stops supplying the affected Item.

CABOT PART #        PKG         POINT OF           DESTINATION         PRICE PER GALLON
                              MANUFACTURE
    [ ]             IBC      United States     United States (FOB            $[ ]
                                                local Warehouse)

                                                  Ireland (DDU)              $[ ]

                                                  Israel (DDP)               $[ ]

    [ ]             IBC       Barry, Wales     United States (FOB            $[ ]
                                                local Warehouse)

                                                  Ireland (DDU)              $[ ]

                                                  Israel (DDP)               $[ ]

    [ ]           IBC/DTA    United States     United States (FOB            $[ ]
                                                local Warehouse)

CABOT PART #        PKG         POINT OF          DESTINATION          PRICE PER GALLON
                              MANUFACTURE
    [ ]             IBC      United States     United States (FOB            $[ ]
                                                local Warehouse)

                                                 Ireland (DDU)               $[ ]

                                                  Israel (DDP)               $[ ]

    [ ]             IBC       Barry, Wales     United States (FOB            $[ ]
                                                local Warehouse)

                                                 Ireland (DDU)               $[ ]

                                                  Israel (DDP)               $[ ]

    [ ]           IBC/DTA    United States     United States (FOB            $[ ]
                                                local Warehouse)

CABOT PART #        PKG         POINT OF          DESTINATION          PRICE PER GALLON
                              MANUFACTURE

    [ ]             IBC      United States     United States (FOB            $[ ]
                                                local Warehouse)

                                                 Ireland (DDU)               $[ ]

                                                  Israel (DDP)               $[ ]

    [ ]             IBC       Barry, Wales     United States (FOB            $[ ]
                                                local Warehouse)

                                                 Ireland (DDU)               $[ ]

                                                  Israel (DDP)               $[ ]

    [ ]           IBC/DTA    United States     United States (FOB            $[ ]
                                                local Warehouse)

Prices for purchases of requirements percentages between the requirements percentages shown in the above tables (i.e. quantities between [ ]%, [ ]% and [ ]%) shall be determined by a straight line extrapolation of the prices shown in the above tables.

The price per gallon of [ ] shall be calculated based upon the percent share of Buyer's requirements for [ ] or its equivalent associated with Buyer's [ ] manufacturing processes which Buyer forecasts for the relevant calendar year. For example, if Buyer purchases [ ]% of its total requirements for [ ] or its equivalent associated with Buyer's [ ] manufacturing processes in the form of [ ] from Supplier in calendar year 2000, the price will be determined using Table B. However, if Buyer purchases [ ]% of its total requirements for [ ] or its equivalent associated with Buyer's [ ] manufacturing processes in the form of [ ] from Supplier in calendar year 2000, the price will be determined using Table A.

B. [ ]

CABOT PART #       PKG     POINT OF     DESTINATION    PRICE BASED ON CUMULATIVE VOLUMES OF [       ] PURCHASED
                         MANUFACTURE
                                            #            [ ]-[ ]   [ ]-[ ]    [ ]-[ ]    [ ]-[ ]      [ ]-[ ]        > [ ]*
[   ]              IBC  United States   United States     $[ ]      $[ ]       $[ ]        $[ ]         $[ ]          $[ ]
                                        (FOB local
                                         warehouse)
                        United States      Israel         $[ ]      $[ ]       $[ ]        $[ ]         $[ ]          $[ ]
                                           (DDP)
                        United States   Ireland (DDU)     $[ ]      $[ ]       $[ ]        $[ ]         $[ ]          $[ ]

* volumes in thousands of gallons

The price per gallon of [ ] shall be calculated based upon the cumulative volume of gallons of [ ] purchased by Buyer from Supplier during the term of this Agreement. Adjustments to the price, based upon the cumulative gallons of [ ] purchased by

Buyer from Supplier, shall take effect in the quarter following the quarter in which Buyer surpasses a volume threshold.

C. [ ]

CABOT PART #               PKG          POINT OF MANUFACTURE            DESTINATION #          PRICE PER GALLON
    [ ] *                  IBC              United States          United Sates (FOB local           $[ ]
                                                                          warehouse)

    [ ] *                  IBC              United States               Ireland (DDU)                $[ ]

    [ ] *                  IBC              Barry, Wales                Ireland (DDU)                $[ ]

    [ ] *                  IBC              Barry, Wales           United Sates (FOB local           $[ ]
                                                                          warehouse)

* [ ]

D. [ ]

CABOT PART #              PKG           POINT OF MANUFACTURE            DESTINATION #          PRICE PER GALLON
     [ ]                  IBC              United States           United Sates (FOB local           $[ ]
                                                                         warehouse)

DEPARTMENT/TITLE                            NAME                  PHONE

OHKA:
Account Representative                      Brad Staley           630-375-5508
Accounts Receivable                                               630-585-9471
24-Hour Emergency Contact                   Brad Staley           630-375-5508
Schedule/Delivery Contact                   Soni Pahia            916-939-9364
General                                     Bruce Zwicker         630-375-5540


INTEL:
FMO
Commercial                                  Mumtaz Ahmed          408-765-88
Technical                                   Ara Philipossian      408-765-6256
                                            Joe Schoenholtz       408-765-2435
Buyers
        Ireland                             Caitriona Delaney     011-353-1-606-8630
        New Mexico                          Tami Freeman          505-893-3538
           Fab 6                            Oscar Ochoa           602-554-8417
           Fab 12                           Oscar Ochoa           602-554-8417
        Israel
  Fab 8                                     Anna Provad           011-972-2-5896357
           Fab 18                           Yaron Ozer            011-972-7-666-6953
        Santa Clara
        D2                                  Karen Ma              408-765-6152
                                            Ethel Swindall        408-765-2392
      Oregon                                Heather Holcomb       503-642-8693
      Massachusetts
         F17                                Tony Quarta
Accounts Payable:
        AZ/CA                               Linda Medill          503-696-3237
        OR                                  Jessica Ailshie       503-696-3046
        NM                                  Debbie Martin         503-696-3302

SPEC. NO.           REV.                   TITLE                                                 ISSUE DATE

07-116              0         MATERIALS CHANGE CONTROL POLICY                                     05/22/98


07-123              2         SUPPLIER CORRECTIVE ACTION POLICY                                   02/25/98

07-124              4         FMO/ATMO-DISCREPANT RAW MATERIAL DISPOSITION POLICY                 06/09/98

07-400              7         CHEMICALS SPECIFICATION SYSTEM                                      06/05/97

07-401              6         PROCEDURE FOR SHIPPING & RECEIVING OF CHEMICALS                     12/05/97

07-402              5         INTEL CHEMICAL QUALITY PROGRAM                                      06/26/98

07-403              2         SHIPPING OF TEMP-SENSITIVE CHEMICALS                                12/05/97

07-411              4         PROCUREMENT SPEC FOR CHEMICALS                                      11/25/98

ADDENDUM D
VOLUME OBLIGATIONS

A. [ ]

During the years set forth below, Buyer shall be obligated to purchase from Supplier a [ ] volume of [ ] which is equal to the product of (i) Buyer's total requirements for [ ] utilized in [ ] polishing associated with Buyer's [ ] manufacturing processes ("[ ] Slurry Requirements"), multiplied by (ii) the [ ] Percentage (set forth in the table below). During the years specified below, Supplier shall be obligated to supply to Buyer a volume of [ ] which is equal to the product of (i) Buyer's forecasted volume of [ ] Slurry Requirements for the upcoming calendar year (which forecast shall be provided to Supplier 90 days prior to the commencement of each calendar year), multiplied by (ii) the [ ] Percentage (set forth in the table below).

[ ] SLURRY VOLUME OBLIGATIONS

CALENDAR YEAR             BUYER'S [ ] PERCENTAGE                 SUPPLIER'S [ ] PERCENTAGE
-------------             ----------------------                 -------------------------
    1999                           [ ] %                                   [ ] %
    2000                           [ ] %                                   [ ] %
    2001                           [ ] %                                   [ ] %

Ninety days prior to the commencement of each calendar year, Buyer shall commit and obligate itself to purchase from Supplier a specific percentage of its [ ] Slurry Requirements (which percentage shall be at least as large as the [ ] Percentage) which it shall purchase from Supplier during the upcoming year. The amount of [ ] which Buyer will purchase, above the [ ] Percentage, will be determined according to whether Supplier meets requirements set by Buyer's Supplier Score Card.

B. [ ]

During the years set forth below, Buyer shall be obligated to purchase from Supplier a [ ] volume of [ ] which is equal to the product of (i) Buyer's total requirements for [ ] utilized in [ ] polishing applications associated with Buyer's [ ] manufacturing processes ("[ ] Requirements"), multiplied by (ii) the
[ ] Percentage (set forth in the table below). During the years specified below, Supplier shall be obligated to supply to Buyer a volume of [ ] which is equal to the product of (i) Buyer's forecasted volume of [ ] Requirements for the upcoming calendar year (which forecast shall be provided to Supplier 90 days prior to the commencement of each calendar year), multiplied by (ii) the [ ] Percentage (set forth in the table below). Notwithstanding the foregoing, during the course of any

calendar year, Buyer may, by giving 4 months advance written notification to Supplier, increase its forecasted [ ] requirements for the remainder of the year (starting after the 4 month notice period), provided, however, such new forecasted amount may not exceed a volume which is greater than the product of the remaining volumes from the original forecasted amount, multiplied by [ ].

[ ] SLURRY VOLUME OBLIGATIONS

CALENDAR YEAR           BUYER'S [ ] PERCENTAGE               SUPPLIER'S [ ] PERCENTAGE
    1999                         [ ] %                                 [ ] %
    2000                         [ ] %                                 [ ] %
    2001                         [ ] %                                 [ ] %

90 days prior to the commencement of 2001, Buyer shall commit and obligate itself to purchase from Supplier a specific percentage of its [ ] Requirements (which percentage shall be at least as large as the [ ] Percentage) which it shall purchase from Supplier during 2001. The amount of [ ] which Buyer will purchase, above the [ ] Percentage, will be determined according to whether Supplier meets requirements set by Buyer's Supplier Score Card.

C. [ ]

During the years set forth below, Buyer shall be obligated to purchase from Supplier a [ ] volume of [ ] which is equal to the product of (i) Buyer's total requirements for [ ] utilized in [ ] polishing applications associated with Buyer's [ ] manufacturing processes ("[ ] Requirements"), multiplied by (ii) the
[ ] Percentage (set forth in the table below). For each month of this Agreement, Supplier shall be obligated to supply to Buyer a volume of [ ] which is equal to the product of (i) the volume of [ ] Buyer purchased from Supplier during the preceding month, multiplied by (ii) the [ ] Percentage (set forth in the table below).

[ ] SLURRY VOLUME OBLIGATIONS

CALENDAR YEAR                  [ ] PERCENTAGE                                [ ] PERCENTAGE
    1999                           [ ] %                                          [ ] %
    2000                           [ ] %                                          [ ] %
    2001                           [ ] %                                          [ ] %

D. [ ]

Neither Buyer nor Supplier have any volume obligations with respect to [ ]

With respect to all of the above describe Items, in the event Buyer does not purchase a particular Item for use in its facilities in either North America, Ireland and/or Israel for any [ ], Supplier shall no longer be obligated to supply such Item to Buyer's facilities in the relevant geographic region.

Exhibit 10.12

The omitted portions indicated by brackets have been separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406, promulgated under the Securities Act of 1933, as amended.

SERVICES AGREEMENT

This SERVICES AGREEMENT (the "Agreement"), dated October 27, 1998, by and among Davies-Imperial Coatings, Inc. ("Davies"), an Indiana corporation having a place of business at 1275 State Street, Hammond, Indiana, Cabot Corporation ("Cabot"), a Delaware corporation having a place of business at 75 State Street, Boston, Massachusetts, and, for purposes of Sections 10.1, 11, 13.4, 15, 18, 19, 20.6 and 20.9, Donn Davies, an individual, and JoAnn Davies, an individual.

WHEREAS, Cabot desires to have Davies provide to Cabot metal oxide dispersion services; and

WHEREAS, Davies desires to provide metal oxide dispersion services to Cabot;

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

SECTION 1. TERM

This Agreement shall commence on October 27 , 1998, and shall continue until October 27, 2004 (the "Initial Term"). This Agreement shall thereupon be automatically renewed for additional one (1) year periods (each a "Renewal Term", and together with the Initial Term, the "Term"; each year of the Term referred to herein as a "Term Year"), unless either party gives written notice of its intention to terminate the Agreement at least 90 days prior to the expiration of the Initial Term or any Renewal Term.

SECTION 2. SERVICES

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, during the Term, Davies shall provide to Cabot, and Cabot shall purchase from Davies, the Services (as defined below) in such quantities as specified by Cabot, subject to Section 2.4, below. "Services" means (a) the manufacturing of the metal oxide dispersions set forth on Schedule A hereto (the "Products") in accordance with the specifications, formulae and processes provided by Cabot to Davies and initially as set forth in the materials specified on Schedule A hereto, (b) the packaging of the Products in accordance with specifications provided by Cabot from time to time, and (c) such ancillary services as specified herein. Cabot may amend Schedule A from time to time on 30 days written notice to Davies provided such amendments either do not result in a material increase in cost to Davies or are agreed to in advance by Davies; Davies may only amend such schedule with Cabot's prior written consent.

2.2 Materials, Labor, etc.

(a) Subject to the following sentence, Cabot shall supply to Davies all raw materials, packaging materials and filter media, with the exception of wooden pallets and nominal filter bags, necessary for Davies to perform the Services. In the event Cabot requests that Davies purchase specified materials, Davies shall acquire the specified materials and shall bill Cabot therefor at Davies' cost, including any handling charges incurred by Davies in connection therewith. Title to all such materials shall remain with Cabot at all times.

(b) Davies shall supply all materials and services, other than as set forth in Section 2.2(a), above, necessary to provide the Services, including, but not limited to, labor, administration, raw materials management, inventory management, on-site warehousing, security, facility space, utilities, maintenance, quality control, quality assurance, preparation of certificates of analysis, order fulfillment, sample fulfillment, wooden pallets, coordination of shipping and implementation of ISO conformance, as such may be set forth in greater detail elsewhere in this Agreement. Subject to the following sentence, Davies shall adequately insure all equipment at its Hammond, Indiana facility, including the Cabot Assets, as defined below and as set forth on Schedule C hereto. With respect to Products, as defined herein, Cabot shall adequately insure all raw materials, finished goods and works-in-process.

2.3 Payment. Davies shall make good faith efforts to invoice Cabot for its Services and for other charges on or before the second business day of each month during the Term, but in no event later than the tenth day of such month, and shall send such invoices to Cabot by express mail or similar means of delivery. Cabot shall make a good faith effort to pay such invoices as soon as possible following its first check run after it receives the relevant invoice, but in any event, payment shall be made within ten (10) days after the date of invoice.

2.4 Quantity. During each Term Year, Cabot will purchase Services from Davies for not less than the lesser of (i) [ ] gallons of Product or (ii) [ ] percent ([ ]%) of the total amount of orders received by Cabot for Products for shipment to customer locations in North America. Cabot's purchase of Services from Davies shall reflect its good faith expectations of customer demand and Cabot shall use its reasonable efforts to distribute substantially evenly the quantities of its purchases of Services to avoid creating production capacity problems for Davies.

2.5 Failure to Provide Services. In addition to any other rights and remedies of Cabot under this Agreement, in the event that Davies fails to supply Cabot with its requirements for Services for any reason, Cabot shall have the right to provide such Services for itself or purchase Services from sources other than Davies. In such event, the amount of Products so provided or purchased shall count toward the volume requirements of Section 2.4 hereof (each a "Setoff"), provided, however, than in order for Cabot to be entitled to a Setoff, Cabot must have provided Davies at least one week lead time on the relevant order and the relevant order must not be for a quantity in excess of [ ] per week.

SECTION 3. SHIPPING; DELIVERY

All Products shall be prepared for delivery to Cabot or a customer of Cabot, as the case may be, in accordance with Cabot's instructions.

SECTION 4. PRICING

4.1 Prices. Davies shall perform the Services and provide such miscellaneous services in connection therewith in accordance with the prices set forth on Schedule B hereto (the "Prices").

4.2 Renegotiation. Cabot and Davies acknowledge that it is their intention simultaneously to increase the quality of the Products and to decrease the costs associated with manufacturing the Products, and to share any cost savings between them. Recognizing that intention, on each two-year anniversary of the execution of this Agreement, Cabot and Davies shall in good faith negotiate any necessary changes (increases or decreases) to the Prices. Necessary changes are changes that reflect changes in Davies' manufacturing costs. In determining the changes to be made, the parties shall give consideration to price pressures in the marketplaces of which the relevant Products are a part. In no event shall the Price for Services relating to any one Product be increased more than [ ]% per year.

SECTION 5. CAPITAL EXPENDITURES

5.1 CapEx Investment. Cabot agrees to invest not less than One Hundred Fifty Thousand Dollars ($150,000) (the $150,000 minimum referred to herein as the "CapEx Investment") in capital improvements, capacity expansions and/or capital expenditures to maintain capacity at Davies' facility relating to the Services during each Term Year. Prior to making any such capital expenditures, Cabot will consult with Davies to identify the priorities for such expenditures.

5.2 CapEx Carryover. If Cabot does not spend the total amount of the CapEx Investment in a given Term Year, Davies may carry over the unspent portion of such CapEx Investment to the next Term Year, provided, however, that Cabot may, at its sole option, pay Davies within ninety (90) days of the end of such Term Year an amount in cash equal to such unspent portion, in which case there shall be no carryover for such Term Year. Notwithstanding the foregoing sentence, if in any given Term Year Cabot agrees to spend more than the CapEx Investment for that Term Year (including any carryover) on capital improvements and/or capital expansions at Davies' facility, the excess shall be credited toward the CapEx Investment in future Term Years, beginning with the immediately succeeding Term Year.

SECTION 6. MAINTENANCE AND IMPROVEMENTS

6.1 Maintenance.

(a) Davies shall be responsible for the proper customary maintenance of all assets used, directly or indirectly, in its provision of Services, including the Cabot Assets (as defined below). Notwithstanding the foregoing, Cabot shall be responsible for costs under third-party maintenance contracts relating to the
[ ] system located at Davies' facility in Hammond, Indiana. The parties acknowledge that to the extent certain maintenance items are not individually specified on Schedule A hereto, the cost of such maintenance items are reflected in the Prices for the Services.

(b) If Cabot makes a good faith determination that Davies is not complying with Section 6.1(a) hereof, Cabot shall have the right to enter upon Davies' premises in order to perform the maintenance required by Section 6.1(a). Any amounts expended by Cabot pursuant to this Section 6.1(b) shall be credited toward the CapEx Investment for such Term Year. The fact that Cabot makes use of this Section 6.1(b) shall have no effect on any of its rights and remedies with respect to Davies' failure to comply with Section 6.1(a).

6.2 Improvements. After taking into account the improvements made pursuant to Section 5.1 hereof, Davies agrees to make all capital improvements to its Hammond, Indiana facility that are necessary or advisable in order to continue to provide the Services in a timely manner.

SECTION 7. RIGHT TO BID

Cabot shall provide Davies the opportunity to bid to provide the Services with respect to all Cab-O-Sperse(R) and Semi-Sperse(R) metal oxide dispersions to be manufactured in North America, other than those to be manufactured solely by Cabot or any Cabot affiliate. As used in this Agreement, "affiliate" means, with respect to any person or entity, any person or entity, directly or indirectly controlling, controlled by, or under common control with any such person or entity.

SECTION 8. PROPRIETARY INFORMATION; CONFIDENTIALITY

8.1 Proprietary Information.

(a) Subject to Section 8.1(b) hereof, the term "Proprietary Information" shall mean, whether disclosed prior to, on or after the date hereof and whether or not marked or identified as confidential, formulae, specifications, demographic and trade information, costs, intellectual property and applications for the same (including, but not limited to, patents, copyrights, trademarks, trade names, service marks, service names, technology, know-how, processes, trade secrets, inventions, data and software), names of investors and customers, and other strategic business, marketing, sales and financial information relating to the relevant party's business (including, but not limited to business plans, marketing strategy, and production information).

(b) The term "Proprietary Information" does not include any information which (i) at the time of disclosure or thereafter is generally available to or known by the public (other than as a result of the acts by the recipient or its representatives in breach of this Agreement), (ii) was or becomes available to the recipient on a non-confidential basis from a source other than the provider or its advisors, provided that such source is not and was not bound by a confidentiality agreement with the provider, or (iii) has been independently acquired or developed by the recipient without violating any of its obligations under this Agreement.

8.2 Ownership. All information and materials, including Proprietary Information of Cabot, its subsidiaries and its affiliates and all physical manifestations thereof, that are received by Davies from Cabot prior to, on or after the date hereof in connection with the Services or that are or were created or produced by Davies and are based upon, or are otherwise prepared with use of or reference to, Proprietary Information of Cabot, shall be and remain the sole and exclusive property of Cabot. Upon written request by Cabot, Davies shall return to Cabot all tangible forms of the Proprietary Information of Cabot, including any and all copies, and all unused samples of materials Cabot may have provided.

8.3 Confidentiality.

(a) Davies acknowledges, understands and agrees that all Proprietary Information of Cabot and its subsidiaries and affiliates is confidential and shall remain the exclusive property of Cabot, its subsidiaries or its affiliates, as the case may be. Cabot acknowledges, understands and agrees that all Proprietary Information of Davies is confidential and shall remain the exclusive property of Davies. Each of Cabot and Davies agrees that for a period of fifteen (15) years from and after the termination or expiration of the Term, it shall keep and hold as confidential, and shall require its directors, officers, employees, agents and representatives, to keep and hold as confidential, any and all Proprietary Information of the other unless disclosure is required by applicable law or by terms of a subpoena or other order issued by a court of competent jurisdiction. Each party shall promptly notify the other of any such subpoena or order, shall contest any such subpoena or order and shall (to the extent possible) permit the owner of such Proprietary Information to contest any such subpoena or order. Except as so required, neither party shall disclose any Proprietary Information of the other to third parties, or to its employees or representatives who do not have a need to know it in connection with the subject of the transactions contemplated by this Agreement, and neither party shall use (or permit to be used) any Proprietary Information of the other except for the purposes contemplated hereby. For purposes of this Section 8, the party providing any of its Proprietary Information is sometimes referred to as the "provider" and the party receiving any of the other's Proprietary Information is sometimes referred to as the "recipient."

(b) Davies agrees to cause each of its employees as of the date of this Agreement, and any person who becomes an employee of Davies during the Term, to enter into a confidentiality agreement with Cabot that provides for essentially the same kind and degree of confidentiality as set forth in Section 8.3(a) hereof with respect to Davies.

8.4 Redelivery Upon Termination. The recipient shall deliver or cause to be delivered to the provider, or destroy, promptly after termination of this Agreement for any reason any documents containing Proprietary Information and any copies thereof which the recipient (or others to whom the recipient has disclosed the same hereunder whether authorized hereby or not) may have and shall permanently erase or cause to be erased all Proprietary Information from any computer memory or storage.

SECTION 9. INTELLECTUAL PROPERTY

9.1 Intellectual Property.

(a) With regard to any inventions, improvements and technical information that are created or produced on or after the date of this Agreement by any of the parties hereto in connection with the Services, or that are based upon or suggested by any Proprietary Information of Cabot (the foregoing, collectively, referred to herein as the "Term IP"), Davies agrees that Cabot will be the sole and exclusive owner thereof, including all patents, copyrights, and other intellectual property rights therein. Davies hereby assigns and agrees to assign, without any additional compensation, all right, title and interest in and to such inventions, improvements and technical information, including all patents, copyrights and other intellectual property rights therein, to Cabot. Davies further agrees, at Cabot's request and expense, to provide assistance to Cabot in every reasonable way to perfect and vest title in and to such inventions, improvements and technical information, including all patents, copyrights and other intellectual property rights therein, in Cabot and to assist Cabot in every reasonable way in obtaining and enforcing patents, copyrights, and other intellectual property rights in and to such inventions, improvements and technical information throughout the world.

(b) The parties acknowledge that over the course of their relationship and prior to the date of this Agreement, they, individually or jointly, have created or produced certain inventions, improvements and technical information relating to the processes and techniques for dispersing metal oxides (the "Existing IP"). Except as provided in Section 8.2 hereof, the portion of the Existing IP created or produced solely by Davies is referred to herein as the "Davies IP." The portion of the Existing IP created or produced solely by Cabot or jointly by Cabot and Davies, together with the Term IP, is referred to herein as the "Cabot IP."

9.2 Licenses.

(a) Davies hereby grants to Cabot a fully paid-up, nonexclusive, irrevocable, world-wide, perpetual license to use the Davies IP, including the right for Cabot to sub-license the Davies IP to any of its subsidiaries, affiliates or any third parties (collectively the "Sub-licensees"). Notwithstanding Section 8.3 hereof, the license provided for by this Section 9.2(a) shall include Cabot's and the Sub-licensees' right to use the Proprietary Information of Davies.

(b) Subject to Section 9.3 hereof, Cabot hereby grants to Davies a fully paid-up, nonexclusive, irrevocable, world-wide, perpetual license to use the Cabot IP, provided, however, that Davies may neither transfer any or all of the Cabot IP to any third party, nor grant a sub-license with respect to any or all of the Cabot IP.

(c) The licenses granted pursuant to this Section 9.2 shall survive the termination of this Agreement.

9.3 Use of IP to Benefit Competitors. Davies agrees that from and after the date hereof, and notwithstanding any termination of this Agreement, it will not use either the Davies IP or the Cabot IP for the benefit of any entity which, directly or indirectly, competes with any business carried on by Cabot or any of Cabot's affiliates.

SECTION 10. RIGHT OF FIRST REFUSAL TO PURCHASE DAVIES' BUSINESS

10.1 Offer.

(a) If, at any time, Davies, Donn Davies or JoAnn Davies desires to sell part or all of the equity of Davies (in an aggregate amount greater than 10% of the total equity) or the assets owned by Davies and used or useful in connection with its metal oxide dispersion business (in a single transaction or series of transactions) (the portion of assets or equity, as the case may be, that Davies, Donn Davies or JoAnn Davies desires to sell referred to herein as the "Business"), whether by merger, stock sale, asset sale or otherwise or in a single transaction or a series of transactions, such party or parties shall submit a written offer (the "Offer") to sell the Business to Cabot as provided herein. The Offer shall disclose which assets or stock is proposed to be sold, the terms and conditions, including price and payment terms, of the proposed sale, and the prospective purchaser of the Business. The Offer shall further state that Cabot may acquire all but not less than all of the Business for the price and upon the other terms and conditions set forth therein.

(b) If Cabot wishes to purchase the Business at the price and on the terms and conditions set forth in the Offer, it shall, within 30 days from the date of the Offer, notify Davies in writing (the "Acceptance").

10.2 No Transfer Except as Provided. Davies shall not, at any time during the Term of this Agreement, in any manner convey or transfer the Business, or any part thereof, except in accordance with the terms and conditions contained in this Section 10.

10.3 Right to Sell to Third Party. If Cabot does not provide Davies with an Acceptance within the 30-day period set forth in Section 10.1(b) hereof (or if Cabot by notice to Davies earlier waives its right to purchase), Davies shall be free, during the 120-day period following Davies' submission of the Offer pursuant to Section 10.1(a) hereof, to convey the Business to the third party identified in the Offer on terms and conditions (including price) no more favorable to the third party than those contained in the Offer. If Davies does not sell the Business within such 120-day period, the Business shall again become subject to this right of first refusal.

10.4 Right to Remove Assets. If Davies enters into an agreement to sell the Business to such third party in accordance with the provisions of this
Section 10, it shall notify Cabot at least 30 days prior to the closing of such sale and Cabot shall be permitted at Cabot's expense to remove the Cabot Assets (as defined below) prior to any such sale.

SECTION 11. NONCOMPETITION AND RELATED PAYMENTS

(a) Each of Davies, Donn Davies and JoAnn Davies (collectively, the "Davies Group") hereby acknowledges the value each shall receive from the execution of this Agreement by the other parties hereto, including Cabot, and the benefits associated therewith. In consideration for such value each member of the Davies Group hereby agrees that during the Term and the Additional Non-Compete Period (as defined below), none of the members of the Davies Group shall provide or assist any other person or entity to provide metal oxide dispersion services to any Competitor. In the event of a breach of this Section 11(a) by any member of the Davies Group, none of the members of the Davies Group shall receive any part of the Noncompetition Payment. For purposes of this
Section 11, "Competitor" shall mean any person or entity (other than Cabot and Cabot's affiliates) that, directly or indirectly, competes with any business carried on by Cabot or any of Cabot's affiliates. As used herein, "Additional Non-Compete Period" shall mean (a) if Davies shall give notice of election not to renew the Agreement in accordance with Section 1 hereof (a "Non-Renewal Notice") or if Cabot shall terminate this Agreement pursuant to Section 13.1 hereof, a period of [ ] after the termination of the Agreement, or (b) if Cabot shall give a Non-Renewal Notice or if both Davies and Cabot shall give a Non-Renewal Notice or if Davies shall terminate this Agreement pursuant to
Section 13.3 hereof, a period of[ ] after the termination of the Agreement.

(b) If Cabot shall give a Non-Renewal Notice, if Davies shall terminate this Agreement pursuant to Section 13.3 hereof or if Cabot shall terminate this Agreement pursuant to Section 13.1(a), 13.1(b) or 13.1(c), Cabot shall pay to the Davies Group in consideration for such noncompetition covenant the following total amount (the "Noncompetition Payment"), to be divided equally among those members of the Davies Group in existence or living at the commencement of the Additional Non-Compete Period:

(i) [ ] if such notice by Cabot is at the end of the Initial Term;

(ii) [ ] if such notice by Cabot is at the end of the first Renewal Term (if at all);

(iii) [ ] if such notice by Cabot is at the end of the second Renewal Term (if at all); and

(iv) [ ] if such notice by Cabot is at the end of any Renewal Term thereafter.

The Noncompetition Payment will be payable in two equal installments on the date of any such termination and on the first anniversary thereof.

SECTION 12. WARRANTIES

12.1 Warranty as to Products. Davies represents and warrants to Cabot that, when shipped to Cabot or a customer of Cabot, as the case may be, by Davies, the Products will conform in all respects to the specifications then in effect and as then set forth in the materials specified on Schedule A hereto.

12.2 Quality Control. Quality control with respect to the Products shall be performed in accordance with the terms contained in the materials specified on Schedule A hereto.

12.3 Rejection. Subject to the following sentence, Cabot shall not be obligated to accept or pay for Services relating to any batch or lot containing Product not conforming to the specifications then in effect for such Product. If such non-conformity is the result of materials or formulae provided by Cabot, Cabot shall pay Davies for the Services relating to such batch or lot and such amount shall count toward the volume requirements contained in Section 2.4 hereof.

12.4 Warranty as to Violations. Davies represents and warrants that there is no past or present violation of, and there is no pending or threatened action, suit or proceeding relating to, any alleged violation of any laws, ordinances, rules or regulations relating to the environment or otherwise governing, directly or indirectly, any hazardous substances, wastes or materials in connection with the business, properties or operations of Davies.

SECTION 13. TERMINATION

Cabot and Davies each acknowledge that in the performance of this Agreement, including any exercise of termination rights under this Section, it will act in good faith.

13.1 Davies Default. Cabot may terminate this Agreement in the event of any one or more of the following occurrences (each a "Davies Default"):

(a) upon Davies' filing a petition for adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law;

(b) if any involuntary petition under any bankruptcy or insolvency law is filed against Davies, is not dismissed within thirty (30) days thereafter and is then continuing;

(c) if Davies shall make an assignment of all or substantially all of its assets for the benefit of creditors, or if Davies' interest under this Agreement shall be taken upon execution;

(d) if Davies shall fail to perform any material covenant or material obligation hereunder, except as excused under Section 20.10 hereof, and such failure has not been cured within thirty (30) days following Cabot's written notice to Davies of such failure; or

(e) in the event that Davies is no longer owned or controlled by either Donn Davies or JoAnn Davies.

13.2 Continuation of Supply. Notwithstanding any termination of this Agreement, in the event of a Davies Default, Davies shall nevertheless continue to have the obligation to perform the Services for Cabot for a period of 120 days after termination of this Agreement by Cabot on the terms and conditions contained herein.

13.3 Cabot Default. Davies may terminate this Agreement in the event of any one or more of the following occurrences (each a "Cabot Default"):

(a) upon Cabot's filing a petition for adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law;

(b) if any involuntary petition under such law is filed against Cabot, is not dismissed within thirty (30) days thereafter and is then continuing;

(c) if Cabot shall make an assignment of all or substantially all of its assets for the benefit of creditors, or if Cabot's interest under this Agreement shall be taken upon execution; or

(d) if Cabot shall fail to perform any material covenant or material obligation hereunder and such failure has not been cured within thirty (30) days following Davies' written notice to Cabot of such failure.

13.4 Effect of Termination.

(a) Termination of this Agreement, whether by lapse of time, mutual consent, operation of law, exercise of right of termination or otherwise shall not affect the ownership interests in the respective proprietary and other rights of the parties.

(b) Upon any termination of this Agreement, Davies shall continue to have the obligation to perform the Services to fill any outstanding orders received by Davies prior to the receipt of notice of termination.

(c) The provisions contained in Sections 8, 9, 10.4, 11, 12, 13.2, 13.4, 14, 15, 18, 19 and 20.9hereof shall survive the termination of this Agreement.

SECTION 14. CABOT ASSETS; PROTECTION OF RIGHTS

14.1 Cabot Assets. The parties acknowledge and agree that Cabot owns all right, title and interest in (a) the equipment and assets listed on Schedule C hereto and which are located at Davies' facility in Hammond, Indiana, (b) those assets purchased with the CapEx Investment pursuant to Section 5 hereof,
(c) all raw materials and packaging materials provided to Davies pursuant to
Section 2.2(a) hereof, and (d) all Products (collectively, the "Cabot Assets"). All of the Cabot Assets shall be subject to removal in accordance with the terms of this Agreement; provided, however, that all pipes, cables and wiring installed in the walls, ceilings, roof, floors or subfloors of Davies' facility and used in connection with the Cabot Assets shall remain property of Davies whether supplied or installed by Cabot or Davies.

14.2 Protection of Rights. Davies shall do all such things and execute all such documents (including without limitation, financing statements) as Cabot deems necessary or desirable to enable Cabot to protect its title to and preserve its rights in the Cabot Assets.

SECTION 15. REMEDIES

The relationship between Davies, Donn Davies or JoAnn Davies on the one hand, and Cabot on the other hand, and which is reflected in this Agreement is unique and has a value which may not be readily measured in monetary terms. Each of Cabot, Davies, Donn Davies and JoAnn Davies agrees that in the event of a violation by it of any of its undertakings hereunder, the non-breaching party shall be entitled (a) to specific performance and injunctive and other equitable relief; (b) to recover from the breaching party monetary damages caused by any such violation; and (c) to any other rights and remedies that may be available at law or in equity, which rights and remedies may be exercised, at the option of the non-breaching party, concurrently with any other right or remedy provided in this Agreement. The remedies provided herein shall not be exclusive and shall be in addition to any other rights or remedies now or hereafter existing at law or in equity, by statute or otherwise.

SECTION 16. RELATIONSHIP OF PARTIES

Davies and Cabot are each independent contractors. Nothing herein contained shall be construed to place Davies and Cabot in the relationship of principal and agent, master and servant, partners, joint venturers, and, except as otherwise set forth in this Agreement, neither party shall have, expressly or by implication, the power to represent themselves as having any authority to make contracts in the name of or binding upon the other, or to obligate or bind the other in any manner whatsoever.

SECTION 17. COMPLIANCE WITH LAWS

Davies warrants and agrees that during the Term it shall observe and comply in all material respects with all applicable federal, state, local and foreign laws, ordinances, statutes, standards, rules, regulations and orders, including but not limited to those relating to safety and health and the environment. Davies shall be responsible for obtaining all permits and licenses from governmental authorities and from private parties that are required in connection therewith. Davies shall be responsible for the handling, disposal and release of packaging material waste generated by Davies during the term of this Agreement. Cabot shall be responsible for the disposal of all off-quality Product, except for that which is off-quality through no fault of Cabot. Cabot and Davies shall make good faith efforts to jointly pursue a waste minimization program in connection with the manufacturing of Products pursuant to this Agreement.

SECTION 18. CONSENTS; NOTICES

Unless otherwise set forth herein, whenever any consent or approval is required of either party, it must be given to the other party in writing and delivered in accordance with the provisions of this Section 18. Any notice of a party shall be in writing and shall be given by (a) telecopier with original posted first class mail, postage prepaid, within two (2) business days thereafter; (b) certified or registered mail with an acknowledgment of receipt, postage prepaid, return receipt requested; or (c) a reputable private courier, such as Federal Express, which provides evidence of receipt as a part of its delivery service, and addressed as follows:

If to Cabot:                       Cabot Corporation
                                   500 Commons Drive
                                   Aurora, IL  60504
                                   Attn: Operations Director
                                   Telecopier:  (630) 585-9981

If to Davies:                      Davies-Imperial Coatings, Inc.
                                   1275 State Street
                                   P.O. Box 790
                                   Hammond, IN 46325
                                   Attn: Donn T. Davies
                                   Telecopier: ___________

If to Donn T. Davies:              Donn T. Davies
                                   c/o Davies-Imperial Coatings, Inc.
                                   1275 State Street
                                   P.O. Box 790
                                   Hammond, IN 46325
                                   Telecopier: ___________

If to JoAnn Davies:                JoAnn Davies
                                   c/o Davies-Imperial Coatings, Inc.
                                   1275 State Street
                                   P.O. Box 790
                                   Hammond, IN 46325
                                   Telecopier: ___________

or to such other address as may be designated in writing by any of the parties from time to time in accordance herewith, and shall be deemed delivered two (2) business days following delivery by hand, by private courier or when so telecopied and five (5) business days following proper dispatch by certified or registered mail. A business day is any Monday through Friday on which first class mail is delivered.

SECTION 19. ATTORNEYS' FEES

If any action or proceeding is brought to enforce or interpret any provision of this Agreement then, in addition to any other relief to which the prevailing party may be entitled, the prevailing party shall be entitled to recover its reasonable costs and attorneys' fees.

SECTION 20. GENERAL

20.1 Severability. If any provision of this Agreement shall be found to be invalid or unenforceable, then such provision or provisions shall not invalidate or in any way affect the enforceability of the remainder of this Agreement and such provision or provisions shall be curtailed and limited to the extent necessary to bring the Agreement within any legal requirement and the parties shall negotiate in good faith with respect to an equitable modification of the provision or application thereof held to be invalid.

20.2 Modification; Waivers. Except as expressly provided herein, this Agreement may be modified or amended only with the written consent of each party hereto. Neither party hereto shall be released from its obligations hereunder without the written consent of the other party. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term, but any such waiver shall be effective only if in a writing signed by the party against which such waiver is to be asserted. Except as otherwise specifically provided herein, no delay on the part of either party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of either party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

20.3 Succession. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and other legal representatives and, to the extent that any assignment hereof is permitted hereunder, their assignees.

20.4 Counterparts. This Agreement may be executed in counterparts. Each counterpart, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument.

20.5 Further Assurances. Each party agrees to provide any additional documents and take any such further action as may be reasonably requested by the other party in order to carry out the purpose and intent of this Agreement.

20.6 Entire Agreement. This Agreement contains the full and complete undertaking and agreement among the parties hereto with respect to the within subject matter, and supersedes all other agreements between Cabot on the one hand, and Davies, Donn Davies, or JoAnn Davies on the other, whether written or oral except any confidentiality agreements between the parties, which shall, to the extent such agreements do not contradict the terms of this Agreement, continue in effect.

20.7 Headings. The headings of the sections and other subdivisions of this Agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify, construe this Agreement or any part or provision thereof nor otherwise be given any legal effect.

20.8 Assignees and Third Parties. This Agreement may not be assigned by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void; provided, however, that Cabot may assign this Agreement to a subsidiary or affiliated company.

20.9 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to principles of conflicts or choice of laws of Massachusetts or of any other jurisdiction.

20.10 Force Majeure. Each of the parties hereto shall be excused from delays in performing or from failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have set their hands to this Agreement as a sealed instrument and have delivered this Agreement as of the day and year first above written.

DAVIES-IMPERIAL COATINGS, INC.

By:  /s/  Donn Davies
     ------------------------------------
Its:  President

CABOT CORPORATION

By:  /s/  Matthew Neville
     ------------------------------------
Its:  Vice President and General Manager

Solely for purposes of Sections 10.1, 11, 13.4, 15, 18, 19, 20.6 and 20.9:

/s/  Donn Davies
------------------------------------
Donn Davies

Solely for purposes of Sections 10.1, 11, 13.4, 15, 18, 19, 20.6 and 20.9:

/s/  JoAnn Davies
------------------------------------
JoAnn Davies

    PRODUCT                      FORMULA                 CONTROL PLAN                 SPECIFICATION          DAVIES TEST METHODS
                             (REVISION DATE)     EFFECTIVE DATE/ REVISION LEVEL)    (SPECIFICATION NO./       (TEST METHOD NUMBER)
                                                                                      REVISION DATE)
Cab-0-Sperse(R) II               9/19/96                 8-5-96, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) SC-E             5/04/95                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) SC-1             9/27/94                4-28-98, Rev B                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) SC-112          10/07/94                 6-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) SC-113           9/18/96                 6-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) SC-720           3/28/95                 5-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) 5010             7-10-98                 5-1-97, Rev A                     [ ]                     101, 300
Cab-0-Sperse(R) A105             5/04/95                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) A205             7/5/94                  8-5-96, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) A1095            2/1/93                 10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) A1695            7/5/93                 10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) A2095            7/6/94                 10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) A8875            7/16/93                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) P1010            9/27/94                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) P1685           11/18/93                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) S109             5/16/96                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) S2095            7/6/94                 10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) S3295            7/6/94                 10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) LT11X            8/23/96                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) LT12X            8/23/96                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) LT312            8/23/96                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) LT322            9/18/96                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Cab-0-Sperse(R) LT511            8/23/96                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Semi-Sperse(R) 11                1/12/96                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Semi-Sperse(R) 12                1/12/96                 5-1-97, Rev A                     [ ]                101, 200, 300, 302
Semi-Sperse(R) 25                5/04/95                4-28-98, Rev B                     [ ]             101, 200, 300, 302, 600
Semi-Sperse(R) R225            12-June-98                8-5-96, Rev A                     [ ]             101, 200, 300, 302, 600
Semi-Sperse(R) 6025              5/4/95                 4-28-98, Rev B                     [ ]             101, 200, 300, 302, 600
Semi-Sperse(R) DWB-100C          5/13/97                10-1-97, Rev A                     [ ]                101, 200, 300, 302
Semi-Sperse(R) KD-100C           7/11/97                 5-1-97, Rev A                     [ ]             101, 200, 300, 302, 400,
 (w/kathon)                                                                                                        600, 606
Semi-Sperse(R) W-A355(Base)      5/17/96                      N/A                          [ ]             101, 200, 300, 302, 500
Semi-Sperse(R) W-A355/           5/17/96                 8-5-96, Rev A                     [ ]             101, 200, 300, 302, 500
               W-A400
Semi-Sperse(R) W-A355            3/21/96                      N/A                          [ ]             101, 200, 300, 302, 500
 (High Solids)
Semi-Sperse(R) FE-10             5/23/96                 8-5-96, Rev A                     [ ]             101, 200, 300, 302, 501

Semi-Sperse(R) FE-400        7/02/96                 5-1-97, Rev A                       [ ]             101, 200, 300, 302, 501
Fullgrip WB 4722             9/19/96                 8-5-96, Rev A                       [ ]                101, 200, 300, 302
Fullgrip WB 4722            12/18/96                 8-5-96, Rev A                       [ ]                101, 200, 300, 302
 (dirty water)
Fullgrip WB 4728             9/19/96                 8-5-96, Rev A                       [ ]                101, 200, 300, 302

                                                                                           Price/Lb.,
                                                                                               F.O.B.
                                                                                           Hammond, IN
Product                                      Weight per 55-gal. Drum
[     ]                                      516                                              $[     ]
[     ]                                      500                                              $[     ]
[     ]                                      491                                              $[     ]
[     ]                                      531                                              $[     ]
[     ]                                      505                                              $[     ]
[     ]                                      506                                              $[     ]
[     ]                                      492                                              $[     ]
[     ]                                      548                                              $[     ]
[     ]                                      509                                              $[     ]
[     ]                                      516                                              $[     ]
[     ]                                      506                                              $[     ]
[     ]                                      500                                              $[     ]
[     ]                                      499                                              $[     ]
[     ]                                      500                                              $[     ]
[     ]                                      500                                              $[     ]
[     ]                                      500                                              $[     ]
[     ]                                      500                                              $[     ]
[     ]                                      500                                              $[     ]
[     ]                                      548                                              $[     ]
[     ]                                      492                                              $[     ]
[     ]                                      495                                              $[     ]
[     ]                                      492                                              $[     ]
[     ]                                      613                                              $[     ]
[     ]                                      489                                              $[     ]
[     ]                                      493                                              $[     ]
[     ]                                      536                                              $[     ]
[     ]                                      536                                              $[     ]

[     ]                                      531                                              $[     ]
[     ]                                      504                                              $[     ]
[     ]                                      489                                              $[     ]
[     ]                                      480                                              $[     ]
[     ]                                      480                                              $[     ]
[     ]                                      480                                              $[     ]
[     ]                                      480                                              $[     ]
[     ]                                      480                                              $[     ]
[     ]                                      516                                              $[     ]
[     ]                                      515                                              $[     ]

Monthly Storage                              $[     ]

Monthly Equipment Maintenance                $[     ]

Sample preparation
   25 or less                                $[     ]
   over 25                                   $[     ]

Hazardous Material Labeling Charge           $[     ]

Dangerous Goods Preparation                  $[     ]

Palletizing with 6-way bands                 $[     ]

Pallets for Bracing Intel Tote Loads         $[     ]

Drum Condoms
   single                                    $[     ]
   double                                    $[     ]

Power Washing
  Regular                                    $[     ]
  Wash and Insert Dip-Tubes                  $[     ]

Aurora Delivery via Davies truck             $[     ]



Recertify Totes and install certification
placard                                      $[     ]

Install metal [ ] Placards on totes $[ ]

Rebills $$[ ] per invoice

              DESCRIPTION                        QUANTITY

10,000 pound Cardinal Scale                          1
500 pound scale                                      1
75 pound scale                                       1
[     ]                                              5
[     ]                                              5
[     ]                                             10
Clean filling room                                   2
36,000 BTU air conditioners                          4
24,000 BTU air conditioners                          2
200,000 BTU furnaces                                 2
York air handler                                     2
Stainless steel power washers                        5
Brass power washer                                   1
[     ]                                              1
[     ]                                              1
[     ]                                              3
Single housing filter unit                           8
Double housing filter units                          5
[     ]                                              1
[     ]                                              1
[     ]                                              1
[     ]                                              1
[     ]                                              1
[     ]                                              3
[     ]                                              6
Bag dump/compactor units                             4
RO equipment only (excludes instrumentation)         1
Mettler Toledo density meter                         1
[     ]                                              1
Weber label printers                                 2
VWR lab oven                                         1
[     ]                                              1
[     ]                                              2
And lab balance                                      1

Exhibit 10.13

[LOGO]

DATED 28TH MARCH 2000

LANDLORD: CABOT CARBON LIMITED

and

TENANT: CABOT MICROELECTRONICS
CORPORATION

SUB-SUB-UNDERLEASE
OF
LAND AT THE SOUTH SIDE OF CARDIFF ROAD, BARRY

Term: 10 years beginning on 28th March 2000

Initial Rent: pound sterling 37,788 per annum

   4.1   Rent............................................................     5
   4.2   Outgoings and Utilities.........................................     5
   4.3   Repair..........................................................     6
   4.4   Permitted Use...................................................     6
   4.5   Restrictions on Use.............................................     6
   4.6   Alienation......................................................     7
   4.7   Alterations.....................................................     7
   4.8   Notices.........................................................     7
   4.9   Statutes........................................................     8
   4.10     Planning.....................................................     8
   4.11     Landlord's Costs.............................................     8
   4.12     Permit Landlord to Enter.....................................     9
   4.13     To Insure....................................................     9
   4.14     Defective Premises Act 1972..................................    10
   4.15     Covenants Affecting the Reversion............................    10
   4.16     Common facilities............................................    10
   4.17     Protection of the Demised Premises and adjoining premises....    10
   4.18     Information..................................................    11
   4.19     Protection of Easements......................................    11
   4.20     Indemnities..................................................    11
   4.21     Reletting and Sale Boards....................................    12
   4.22     Not to vitiate insurance.....................................    12
   4.23     Yield up.....................................................    13
   4.24     Superior Lease...............................................    13
   4.25     VAT..........................................................    13
   4.26     Plant Air Supply ............................................    13

5.    LANDLORD'S COVENANTS...............................................    14
   5.1   Quiet Enjoyment.................................................    14
   5.2   Insurance.......................................................    14
   5.3   To Reinstate....................................................    15
   5.4   Headlease.......................................................    15
   5.5   Management of the Property......................................    13
   5.6   Information.....................................................    14

6.    PROVISOS...........................................................    16
   6.1   Re-Entry........................................................    16
   6.2   Service of Notices..............................................    17
   6.3   Compensation....................................................    18

   6.4   Use.............................................................    18
   6.5   Release of the Landlord.........................................    15
   6.6   Proviso for Abatement of Rent...................................    18
   6.7   Neighbouring Property...........................................    19
   6.8   Removal of Tenant's property....................................    19
   6.9   Disputes........................................................    19
   6.10     Easements....................................................    20
   6.11     Landlord's Option to Determine...............................    20
   6.12     Expansion Right..............................................    20
   6.13     Jurisdiction.................................................    21
   6.14     Landlord and Tenant Act 1954.................................    22
FIRST SCHEDULE...........................................................    23
(Particulars of the Demised Premises)....................................    23
SECOND SCHEDULE..........................................................    25
(Matters to which the demise is subject).................................    25
THIRD SCHEDULE...........................................................    26
(Rent Review)............................................................    26

THIS SUB-SUB-UNDERLEASE is made the 28th day of March 2000

BETWEEN:

(1) CABOT CARBON LIMITED a company registered in England under No. 462857 and whose registered office is at Stanlow Ellesmere Port Cheshire L65 4HT (the "LANDLORD");

(2) CABOT MICROELECTRONICS CORPORATION whose address is Cab O Sil Site, Sully Moors Road, Sully, South Glamorgan, CF64 5RP (the " TENANT ").

WITNESSES that:

1. DEFINITIONS

1.1 In this Lease:

"THE BUILDING" means the building upon the Demised Premises housing the dispersion plant and equipment;

"BUSINESS DAY" means a day (excluding Saturday and Sunday) on which banks generally are open for business in London;

"CONDUITS" means all conducting media of whatever nature (including without limitation sewers drains pipes galleys gutters ducts flues watercourses channels subways wires and cables) including any tanks meters sprinklers fixings louvres cowls and any other ancillary apparatus attached thereto;

"THE CONTRACTUAL TERM" has the meaning given to it in Clause 3;

"THE DEMISED PREMISES" means the premises described in Part I of the First Schedule;

"GROUP" is to be construed so that two bodies corporate shall be taken to be members of a Group if and only if one is a subsidiary of the other or both are subsidiaries of a third body corporate. A Company is a subsidiary of another Company its "Holding Company" if the Holding Company:

(a) holds the majority of the voting rights in the subsidiary or;

(b) is a member of the subsidiary and has the right to appoint or remove a majority of its board of directors or;

(c) is a member of the subsidiary and controls alone pursuant to an agreement with other shareholders or members a majority of the voting rights in it or

(d) if the Holding Company is a subsidiary of a company which is itself a subsidiary of that other company.

A company is a wholly owned subsidiary of another company if it has no members except that

other and that others wholly owned subsidiaries or persons acting on behalf of that other or its wholly owned subsidiaries.

"THE HEADLEASE" means a sub-underlease dated 22 June 1995 made between Morgan Grenfell & Co Ltd (1) and the Landlord (2) in respect of the Property including the Demised Premises;

"THE INSURANCE RENT" means the cost to the Landlord from time to time of insuring the Demised Premises;

"THE INSURED RISKS" means fire storm tempest flood lightning explosion riot civil commotion and malicious damage acts of terrorism earthquake impact aircraft (other than hostile aircraft) and (except in time of war) articles dropped therefrom bursting and overflowing of water tanks apparatus and pipes and property owners liability and such other risks against which the Landlord may from time to time insure;

"THE LANDLORD" includes the person for the time being entitled to the reversion immediately expectant on the determination of the Term;

"THIS LEASE" means this sub-sub-underlease;

"THE PLAN" means the plan attached to this Lease;

"THE PLANNING ACTS" means the Town and Country Planning Acts for the time being in force;

"THE PRESCRIBED RATE" means four per cent above the base leading rate from time to time of Lloyds TSB Bank Plc;

"THE PROPERTY" means the land and buildings shown edged blue on the plan annexed hereto and more particularly described in the Headlease

"RENT" means the rent payable pursuant to Clause 3;

"THE SERVICES" means the services described in Parts 2, 3 and 4 of the Fourth Schedule

"THE SERVICE CHARGE" has the meaning given to it in the Fourth Schedule

"SUPERIOR LANDLORD" means any person for the time being entitled to any interest reversionary to the Headlease;

"THE TENANT" shall include the successors in title and personal representatives of the Tenant;

"THE TERM" means the Contractual Term together with any continuation or extension thereof whether statutory or otherwise or such shorter period up to the date of any early determination of the Contractual Term;

"TREATED PLANT" means the Landlord's plant and equipment in the area shown hatched yellow on the Plan;

"UTILITIES" means water soil gas steam air electricity telephone radio television telegraphic and other signals services and supplies of any nature;

"VAT" means United Kingdom Value Added Tax

2. INTERPRETATION

In this Lease unless the context requires otherwise:

2.1 Where any party hereto consists of two or more persons any obligations stated or implied to be made by or with any of them shall be deemed to be made by or with them jointly and severally.

2.2 Any reference to Acts of Parliament generally or to any Act of Parliament or to the Planning Acts includes a reference to the relevant Act or Acts as amended ore replaced from time to time and to any subordinate legislation order instrument plan regulation permission and direction made or issued thereunder or deriving validity therefrom.

2.3 The headings shall not affect the interpretation of this Lease.

2.4 The singular includes the plural and vice versa and the masculine includes the feminine and neuter and vice versa.

2.5 Any covenant by the Landlord or the Tenant not to do any act or thing shall covenant by the Landlord or the Tenant not to do any act or thing shall include an obligation not to permit such act or thing to be done.

2.6 References to a clause or schedule are to the relevant clause or schedule in this Lease.

2.7 Any provision herein conferring on or reserving to the Landlord any right shall be construed as conferring that right also to any Superior Landlord and to any person authorised by the landlord or any Superior Landlord.

2.8 References to the Demised Premises shall be read as references to the whole and each and every part of the Demised Premises.

2.9 Except as otherwise herein provided expressions defined in the Agreement have the same meanings in this Lease.

3. DEMISE

The landlord DEMISES to the Tenant the Demised Premises TO HOLD the same unto the Tenant for a term of 10 YEARS beginning on and including March 28 2000 ("the Contractual Term") TOGETHER WITH the rights set out in Part II of the First Schedule SUBJECT TO the exceptions and reservations in Part III of the First Schedule all easements rights quasi-easements and privileges to which the Demised

Premises are or may be subject and the provisions or matters contained or referred to in the documents referred to in the Second Schedule insofar as the same affect the Demised Premises and are capable of being enforced.

YIELDING AND PAYING therefor during the Term the following rents:

3.1 the yearly rent of pound sterling 37,788 (subject to revision in accordance with the Third Schedule) payable by equal quarterly instalments in advance on the usual quarter days without any deduction save as may be required by law;

3.2 by way of further rent payable on demand the Insurance Rent;

3.3 by way of further rent the Service Charge and all other sums payable by the terms of this Lease;

all Rent and other payments shall be paid on the dates set out herein or if any of those dates is not a Business Day on the immediately succeeding Business Day.

4.2.1    To pay all outgoings (including without limitation all rates taxes
         duties charges assessments and impositions whatsoever) payable now or
         at any time during the Term in respect of the Demised Premises or the
         ownership or occupation thereof except any tax payable by the Landlord
         in respect of its ownership of, rental income from or any dealing with
         its reversionary interest.

4.2.2    To pay to the suppliers and indemnify the Landlord against all charges
         (together with any applicable VAT thereon) for Utilities used at the
         Demised Premises;

4.2.3    If any outgoings or Utilities are payable in respect of the demised
         premises in common with the Property or other premises the Tenant will
         on demand pay to the Landlord a fair proportion (determined according
         to use if appropriate) thereof to be determined by the Landlord's
         surveyor (his decision shall be binding on the Tenant) and to be
         recoverable as rent in arrears.

4.2.4    To pay to the Landlord on demand a sum equivalent to any actual loss of
         rating relief (if any) suffered by the Landlord as a result of the
         Tenant being allowed rating relief in respect of any period before the
         end of the Term (however determined).

4.3      REPAIR

4.3.1    Consistent with past practice to keep the Demised Premises in a good
         state of repair

                                       4

         and condition

4.3.2    To put and keep in good repair and condition and when necessary replace
         and cause to be inspected and overhauled by some competent person at
         least once in every six months all landlord's fixtures and fittings and
         all plant installed in or forming part of the Demised Premises from
         time to time.

4.3.3    As often as maybe required in order to maintain the Demised Premises in
         reasonable condition to decorate the Demised Premises in a good and
         workmanlike manner with appropriate materials of good quality and in
         any event to decorate during the last year of the term (howsoever
         determined).

4.3.4    To effect all repairs under clauses 4.3.1 to 4.3.3 of which notice in
         writing shall be served on the Tenant by the Landlord and for which the
         Tenant is liable hereunder within three months after the date of
         service or forthwith in the case of emergency.

4.3.5    If the Tenant fails to comply with any such notice the Landlord may
         with or without workmen and appliances (but without prejudice to the
         right of re-entry hereinafter contained) enter upon the Demised
         Premises and make good the same at the cost of the Tenant which cost
         shall be repaid by the Tenant to the Landlord on demand together with
         all professional charges and other expenses incurred by the Landlord in
         connection therewith together with interest thereon at the Prescribed
         Rate from the date of payment by the Landlord to the date of payment by
         the Tenant.

4.4      PERMITTED USE

         To procure that the Demised Premises are not used otherwise than as a
         CMP materials production plant or for such other use as the Landlord
         shall approve (such approval not to be unreasonably withheld or
         delayed).

4.5      RESTRICTIONS ON USE

         To procure that the Demised Premises and any rights granted to the
         Tenant hereunder are not used or exercised:

4.5.1    for any dangerous noxious offensive illegal or immoral purpose and not
         to cause permit or suffer any waste or noxious substance or other
         contamination upon or leaching from the Demised Premises;

4.5.2    in such a way as in the opinion of the Landlord causes or might cause
         the annoyance nuisance or prejudice to the Landlord or the owners
         occupiers or users of adjoining or neighbouring property or to the
         public;

4.5.3    for residential purposes;

4.5.4    for any sale by auction or for any public meeting entertainment or
         exhibition.

4.6      ALIENATION

4.6.1    Not to charge assign or underlet part only or the whole of the Demised
         Premises

                                       5

         except as permitted by this clause 4.6.

4.6.2    Not to part with or share possession or occupation of the whole or part
         of the Demised Premises or any part thereof:

4.6.3    Notwithstanding the provisions of this clause but subject always to the
         Landlord's right in clause 6.10 the Tenant may assign this lease or
         sub-let the whole of the Demised Premises to any company which is a
         wholly owned subsidiary of the Tenant

4.7      ALTERATIONS

4.7.1    Not to make any structural alterations or additions to the Demised
         Premises which would have a material adverse effect on their value
         except with the previous consent in writing of the Landlord which shall
         not be unreasonably withheld or delayed nor to make any alterations
         which would or would be likely to interfere with any equipment at the
         Demised Premises which relates to the Landlord's Treated Plant. For the
         avoidance of doubt the Tenant may install plant and equipment subject
         to the Tenant removing the same when this Lease ends

4.7.2    If the Tenant has breached the foregoing provisions of this Clause and
         fails to remedy any such breach within a reasonable time after
         receiving written notice from the landlord requiring it to do so to
         permit the Landlord with or without workmen and appliances to enter the
         Demised Premises (but without prejudice to the right of re-entry
         hereinafter contained) and to remove any alterations and additions and
         execute such works as are necessary to restore the Demised Premises to
         their former state at the cost of the Tenant which cost shall be repaid
         by the Tenant to the Landlord on demand together with all proper and
         reasonable professional charges and other expenses reasonably and
         properly incurred by the Landlord in connection therewith and interest
         thereon at the Prescribed Rate from the date of payment by the Landlord
         to the date of payment by the Tenant.

4.8      NOTICES

         To give full particulars to the Landlord of any notice direction or
         order made given or issued to the Tenant by any local or public
         authority as soon as reasonably practicable and if so required by the
         Landlord to produce the same to the Landlord.

4.9      STATUTES

         To comply with all present and future Acts of Parliament statutes and
         to execute and to do at the expense of the Tenant all such works and
         things whatever as may now or at any time during the Term be required
         by any competent authority to be executed or done upon or in respect of
         the Demised Premises whether by the owner or occupier thereof.

4.10     PLANNING

4.10.1   Not to apply for or implement any permission or give notice to any
         authority of an intention to commence or carry out any Development (as
         defined in the Planning

                                       6

         Acts) or enter into any agreement with any Planning Authority without
         the Landlords previous consent in writing (not to be unreasonably
         withheld or delayed if the Landlord has already consented to the
         Development in question).

4.10.2   To notify the Landlord before implementing any planning permission or
         giving notice to any authority of an intention to commence or carry out
         any Development on the Demised Premises.

4.10.3   Unless the Landlord shall otherwise direct to carry out in a good and
         workmanlike manner with suitable materials of good quality before the
         expiration or sooner determination of the Term (however the same maybe
         determined) and works stipulated to be carried out to the Demised
         Premises by a date subsequent to such expiration or sooner
         determination as a condition of any planning permission which may have
         been granted to the Tenant and implemented.

4.10.4   "Development" in this Clause has the meaning given to it by the
         Planning Acts.

4.11     LANDLORD'S COSTS

         To pay to the Landlord all actual and reasonable and proper expenses
         including without limitation costs fees charges disbursements stamp
         duty (other than stamp duty falling under the provisions of the
         Agreement) and expenses (including without limitation those payable to
         counsel solicitors surveyors and bailiffs) reasonably and properly
         incurred by the Landlord in relation or incidental to:

4.11.1   Every application made by the Tenant for a consent or approval required
         by the provisions of this Lease whether granted or properly refused or
         proffered subject to any qualification or condition or whether the
         application is withdrawn (but not where such consent or approval is
         unreasonably withheld or proffered subject to unreasonable
         qualifications or conditions in circumstances where this Lease provides
         that the consent or approval is not to be unreasonably withheld or
         delayed).

4.11.2   The preparation and service of a notice under Section 146 of the Law of
         Property Act 1925 notwithstanding that forfeiture is avoided otherwise
         than by relief granted by the Court.

4.11.3   The recovery or attempted recovery of arrears of rent or other sums due
         from the Tenant.

4.11.4   Any steps taken in connection with the enforcement of or in remedying
         any breach of any of the Tenant's obligations hereunder.

4.12     PERMIT LANDLORD TO ENTER

         To permit the Landlord and or its agents to enter the whole or any part
         of the Demised Premises at the Tenant's convenience during the daytime
         after reasonable prior written notice (save in emergency) accompanied
         by a member of the Tenant's staff for any reasonable period of time and
         any reasonable purpose.

4.13     TO INSURE

4.13.1   LIABILITY INSURANCE

         Until the expiry of the Contractual Term the Tenant shall within seven
         days of the date of this Lease effect (i) cover in respect of
         environmental risks as held by the Tenant from time to time in
         connection with the Demised Premises and (ii) comprehensive general
         liability insurance including (but not limited to) public liability
         liabilities arising pursuant to statute liability to third parties
         employer's liability (insofar as both such insurances are available in
         the market at normal premium rates) for such amount as is prudent in
         all the circumstances with a reputable insurance company in the joint
         names of the Landlord and the Tenant and the Superior Landlord as
         required by the Headlease.

4.13.2   INFORMATION AS TO INSURANCES

         (a)      The Tenant shall procure that its insurance brokers or the
                  insurers as the case may be provide to the Landlord and its
                  insurance advisers annually a summary of the insurances taken
                  out or to be taken out in compliance with the Tenant's
                  obligations under the foregoing provisions of this Clause 4.13
                  setting out details of the insurers, the renewal date, the
                  sums insured and/or the limits of indemnity, the insured risks
                  and a summary of the principal exclusions or excesses.

         (b)      The Tenant shall notify the Landlord within 21 days after any
                  change in the insurer.

4.13.3   INSURANCE ADVISERS

         The landlord may at his own cost from time to time appoint such
         insurance advisers as it shall deem appropriate to report on the
         insurance arrangements entered into by the Tenant in respect of the
         Demised Premises or third party liabilities.

4.13.4   INSURANCE BY LANDLORD

         If the Tenant shall fail to effect insurance in accordance with the
         requirements of this Clause 4.13 at any time after notice from the
         landlord requiring it so to do the Landlord may (but shall not be
         obliged to) effect such insurance itself and the cost of so doing shall
         be recoverable from the Tenant on demand together with interest thereon
         at the Prescribed Rate from the date of payment by the Landlord to the
         date of payment by the Tenant.

4.14     DEFECTIVE PREMISES ACT 1972

         To indemnify the Landlord against any claim proceedings demands costs
         and expenses incurred under or in connection with any claims made
         pursuant to the Defective Premises Act 1972 and to erect and display at
         the Demised Premises promptly all appropriate notices and warnings of
         relevant defects (within the meaning of Section 4 of that Act) and
         without prejudice to the foregoing to display such

                                       8

         notices as the Landlord may from time to time reasonably require to be
         displayed in relation thereto.

4.15     COVENANTS AFFECTING THE REVERSION

         To perform and observe the provisions of the documents referred to in
         the Second Schedule so far as the same are still subsisting and capable
         taking effect and relate to the Demised Premises.

4.16     COMMON FACILITIES

         To pay on demand to the Landlord a fair proportion according to use
         (determined by the Landlord's surveyor) of the cost incurred or payable
         by the Landlord in connection with carrying out any works (including
         without limitation construction repair and improvement) to the roadways
         and conduits on the Property or of any cost relating to anything used
         or capable of use in common with the Demised Premises and the Property
         or other premises save where included in the Service Charge and any
         dispute between the parties under this clause shall be subject to
         paragraph 4 of Part I of the Fourth Schedule

4.17     PROTECTION OF THE DEMISED PREMISES AND ADJOINING PREMISES

4.17.1   To keep clean and unobstructed all Conduits at any time during the Term
         in or forming part of the Demised Premises and not to overload or use
         such Conduits (or any other conduits in the Landlord's adjoining land)
         for any purpose for which they were not constructed and not to place
         any foreign substance therein

4.17.2   To keep the Demised Premises at a temperature sufficiently high to
         prevent freezing of water in such Conduits

4.17.3   Not to interfere with or otherwise cause access to any such Conduits
         and any other Conduits under or near the Demised Premises to be or
         become more difficult than the same now is

4.17.4   Not to do anything on the Demised Premises which would remove support
         from or endanger any adjoining land buildings or structures in any way
         whatsoever

4.17.5   Not to overload or do anything likely to lead to the overloading of the
         Demised Premises

4.18     INFORMATION

4.18.1   On making an application for any consent required under this Lease to
         disclose to the Landlord such information as the Landlord may
         reasonably require to enable it to deal with such application

4.18.2   To produce on demand such evidence as the Landlord may reasonably
         require to

                                       9

         satisfy itself that the Tenant's covenants in this Lease have been
         complied with and full particulars of all derivative or occupational
         rights existing in respect of the Demised Premises however remote or
         inferior

4.18.3   To notify the Landlord in writing immediately of any defect in the
         Demised Premises which might give rise to a duty imposed by common law
         or statute on the Landlord in favour of the Tenant or any other person

4.19     PROTECTION OF EASEMENTS

4.19.1   Demised Premises

4.19.2   Not to permit any easement to be acquired or encroachment made against
         or upon the Demised Premises and promptly to give notice to the
         Landlord of any attempt to make or acquire the same and to take such
         steps (whether by legal proceedings or otherwise) to prevent the same
         from being acquired or made as the Landlord may reasonably require

4.19.3   Not to give any person any acknowledgement that the Tenant enjoys the
         access of light or air to any of the windows or other apertures in the
         Demised Premises by the consent of such person

4.19.4   Not to enter into any agreement with or offer any inducement to any
         person for that person to abstain from obstructing such access of light
         or air

4.19.5   To notify the Landlord immediately if any person does or threatens to
         do anything to obstruct such access of light or air and to take such
         steps as the Landlord reasonably requires in respect of such actual or
         threatened obstruction

4.20     INDEMNITIES

         To be responsible for and to keep the Landlord fully indemnified
         against all damage damages losses costs expenses actions demands
         proceedings claims and liabilities made against or suffered or incurred
         by the Landlord arising directly or indirectly out of:

4.20.1   Any act omission or negligence of the Tenant its servants or agents or
         any person (other than the Landlord or any person claiming by through
         or under the Landlord) at the Demised Premises expressly or impliedly
         with the Tenant's authority; or

4.20.2   Any breach or non-observance by the Tenant of the covenants conditions
         or other provisions of this Lease or any of the matters to which this
         demise is subject as the same relate to the Demised Premises

4.21     RELETTING AND SALE BOARDS

4.21.1   To permit the Landlord to fix and retain on the Demised Premises in
         such place as the Landlord shall reasonably determine notice boards for
         the sale of the Landlord's interest in the Demised Premises and in the
         last six months of the Term for the

                                       10

         reletting of the Demised Premises

4.21.2   Not to take down or obscure any such boards

4.21.3   To permit all persons authorised by the Landlord to view the Demised
         Premises at all reasonable times by prior appointment

4.22     NOT TO VITIATE INSURANCE

4.22.1   Not to do bring or keep at the Demised Premises any thing which is or
         may become dangerous or offensive provided that this sub-clause shall
         not prevent the Tenant from having at the Demised Premises any thing
         which the Tenant requires for the carrying on at the Demised Premises
         the use permitted by clause 4.4 subject to obtaining all necessary
         consents from any relevant authority

4.22.2   Not to do anything to cause the insurance of the Demised Premises or
         any adjoining or neighbouring property to become void voidable or the
         premium to be increased

4.22.3   To comply with all recommendations of the insurers made under any such
         insurance and the appropriate fire authority

4.22.4   To notify the Landlord in writing immediately if the Demised Premises
         are destroyed or damaged by any Insured Risk

4.22.5   Not to effect any separate insurance of the Demised Premises against
         loss or damage by any of the Insured Risks and to hold any moneys
         received under any policy maintained in breach of this paragraph on
         trust for the Landlord

4.22.6   In the event of the Demised Premises or any adjoining or neighbouring
         property of the Landlord or any part thereof being destroyed or damaged
         by any Insured Risk and the moneys under any insurance against the same
         effected thereon by the Landlord being wholly or partially
         irrecoverable by reason solely or in part of any act or default of the
         Tenant or any person at the Demised Premises with the express or
         implied authority of the Tenant or the Tenant's servants or agents
         excluding then in every such case the Tenant will forthwith on demand
         pay to the Landlord the whole or (as the case may require) the
         irrecoverable proportion of the cost (including professional and other
         fees) of completely making good such destruction or damage to the
         Landlord's satisfaction

4.23     YIELD UP

         At the expiration or sooner determination of the Term to yield up the
         Demised Premises together with (subject to clause 6.12) all fixtures
         and in good condition in accordance with the terms of this Lease and to
         remove all signs erected by the Tenant and to the extent required by
         the Landlord any alterations or additions made during the term and all
         chattels and to immediately make good all damage caused by such removal
         and to give up all keys to the Demised Premises to the Landlord

4.24     SUPERIOR LEASE

4.24.1   To observe and perform the obligations of the Lessee contained in the
         Headlease and any lease superior to it insofar as they relate to the
         Demised Premises and are consistent with the terms of this Lease (but
         not those expressly assumed by the Landlord in this Lease) and to
         indemnify the Landlord (other than through its own acts) against all
         losses arising directly or indirectly from any breach.

4.24.2   Not to omit or allow anything which might cause the Landlord to be in
         breach of the Headlease or which if done, omitted or allowed by the
         Landlord might be a breach of the covenants on the part of the Lessee
         or the conditions contained in this Lease.

4.24.3   To permit any superior landlord or any persons authorised by any
         superior landlord to enter the Demised Premises for the purposes
         specified and upon the terms contained in the Headlease or any lease
         superior to it as if the provisions in those documents dealing with the
         Lessor's access to the Demised Premises were incorporated into this
         Lease.

4.25     VAT

4.25.1   To pay to the Landlord any VAT chargeable in respect of any supplies
         made by the Landlord to the Tenant hereunder

4.25.2   Where the Tenant is liable hereunder to reimburse the Landlord in
         respect of any costs incurred by the Landlord the Tenant shall also
         reimburse any VAT on such costs save to the extent that the VAT is
         recoverable by the Landlord from H.M. Customs & Excise

4.25.3   Where such reimbursement shall be regarded by H.M. Customs & Excise as
         consideration for supplies by the Landlord to the Tenant the Tenant
         shall pay to the Landlord any VAT chargeable by the Landlord on any
         such supplies

4.25.4   Any rent or other consideration payable in respect of any supply or
         supplies by the Landlord to the Tenant shall be deemed to be exclusive
         of VAT which shall be added where appropriate to such rent or other
         consideration at the appropriate rate at the date of payment

4.26     PLANT AIR SUPPLY

         Without prejudice to the generality of the obligation contained in
         clause 4.3.2 to maintain in good working order the compressor, filter
         and air receiver forming the Landlord's plant air supply and to ensure
         at all times the uninterrupted supply of plant air to the buildings on
         the part of the Property retained by the Landlord free of charge.

5.       LANDLORD'S COVENANTS

         The Landlord HEREBY COVENANTS with the Tenant as follows:-

5.1      QUIET ENJOYMENT

         That the Tenant paying the Rent hereby reserved and performing and
         observing its

                                       12

         obligations hereunder may peaceably hold and enjoy the Demised Premises
         during the Term without any interruption by the landlord or any person
         lawfully claiming through under or in trust for it.

5.2      INSURANCE

5.2.1    To keep the Demised Premises insured against such of the Insured Risks
         as are reasonably insurable in a sum which in the Landlord's opinion
         represents the full reinstatement value thereof (including architects'
         and surveyors' fees and demolition and site clearance charges) and
         three years' loss of rent and any likely increases in rent during the
         period covered by the insurance

5.2.2    To make all payments for the above purposes as soon as the same shall
         respectively become payable and to provide the Tenant on request with a
         copy or with particulars of such insurance policy

5.2.3    The Landlord may insure the Demised Premises in accordance with
         paragraph 5.2.1 above together with other premises and the Insurance
         Rent shall then be a fair proportion of the premium to be conclusively
         determined by the Landlord's surveyor

5.2.4    Not to do or omit to do anything on the Property which would cause the
         insurance of the Demised Premises to be void

5.3      TO REINSTATE

5.3.1    In the event of the Demised Premises being destroyed or damaged by any
         Insured Risk then (subject to clause 6.5) to use all reasonable
         endeavours to lay out any moneys received under the said policy of
         insurance (except payments in respect of loss of rent which shall
         belong to the Landlord absolutely) to reinstate the Demised Premises or
         such part of it as shall have been so destroyed or damaged

5.3.2    The Landlord shall be under no obligation to reinstate the Demised
         Premises in the form in which they existed before the damage or
         destruction in question so long as the Demised Premises are equally
         commodious and suitable for the use permitted by clause 4.4

5.3.3    In case it shall be impossible or impracticable to reinstate in
         accordance with paragraph 5.3.1 above any moneys received under the
         said policy of insurance (except payments in respect of loss of rent
         which shall belong to the Landlord absolutely) shall be divided between
         the Landlord and the Tenant according to the value at the date of the
         damage or destruction of their respective interests in the Demised
         Premises (to be determined in default of agreement by a single
         arbitrator to be appointed by the President on the application of
         either party)

5.4      HEADLEASE

5.4.1    To pay the rent and all other payments payable under the Headlease and
         to perform so far as the Tenant is not liable for such performance
         under the terms of this Lease the covenants and conditions on the part
         of the lessee contained in the Headlease

5.4.2    At the request and cost of the Tenant to use reasonable endeavours to
         enforce the covenants on the part of the Superior Landlord contained in
         the Headlease

5.4.3    Where the consent of the Superior Landlord is needed under the
         provisions of this Lease to use reasonable endeavours at the request
         and cost of the Tenant to obtain such consent (unless the Landlord's
         consent is also required and is reasonably withheld)

         PROVIDED THAT if any such request is made by the Tenant for the
         Landlord to use reasonable endeavours to enforce the Superior
         Landlord's obligations or obtain the Superior Landlord's consent the
         Tenant shall as a condition precedent to the Landlord complying with
         such request pay to the Landlord such sum as security for the
         Landlord's costs of complying with the request as the Landlord shall
         reasonably require

5.5      MANAGEMENT OF THE PROPERTY

         Subject to the Tenant paying the rent the Insurance rent and the
         Service Charge and complying with its obligations under this Lease the
         Landlord shall throughout the Term

5.5.1    perform the Services in Parts 2 and 3 of the Fourth Schedule provided
         that the Landlord shall not be liable to the Tenant in respect of:-

         (a)      Any failure or interruption in the provision of any of the
                  Services by reason of necessary repair replacement maintenance
                  of or the damage or destruction of any part or the whole of
                  the Property or any thing therein or forming part thereof or
                  by reason of mechanical or other defect or breakdown or frost
                  or other inclement conditions or shortage of materials
                  utilities or labour or any other cause whatsoever not
                  reasonably within the Landlord's control or where it becomes
                  impossible or impracticable to provide such services.

         (b)      Any act omission or negligence of any person undertaking the
                  Services or any of them save any act or omission of the
                  Landlord

         (c)      Any loss or damage to the Tenant caused as a result of any
                  works of construction repair or otherwise carried out on the
                  Property save any such works carried out by the Landlord

Provided that the Landlord shall not withdraw any of the Services in Parts 2 and 3 of the Fourth Schedule on ground solely of cost unless the Landlord first consults with the Tenant with regard to the same and the Tenant refuses to provide reasonable security for such cost prior to the Landlord incurring the same.

5.5.2    At its discretion provide the Services in Part 4 of the Fourth
         Schedule.

5.6      INFORMATION

5.6.4    To give full particulars to the Tenant of any notice direction or order
         made given or

                                       14

         issued to the Landlord in respect of the use and occupation or the
         Tenant's interest in the Demised Premises by any local or public
         authority as soon as reasonably practicable

5.6.5    If the Landlord is given notice by any utility company of any proposed
         interruption of any of the Utilities serving the Demised Premises the
         Landlord will give full particulars thereof to the Tenant as soon as
         reasonably practicable

6.       PROVISOS

6.1      RE-ENTRY

6.1.1    If any of the following events occur, namely:-

         (a)      if any of the Rent or other monies payable hereunder by the
                  Tenant or any part thereof shall be unpaid for fourteen days
                  after the Landlord has made a demand in writing requiring
                  payment of such Rent or other monies; or

         (b)      if there shall be any breach of any other covenant or
                  obligation on the part of the Tenant contained herein which
                  breach is not remedied (if capable of remedy) within thirty
                  days (or such longer period as is reasonable in the
                  circumstances) after the Landlord has notified the Tenant of
                  the breach; or

         (c)      if the Tenant takes any corporate action or other steps are
                  taken or legal proceedings started or renewed after a stay
                  (which proceedings are not vexatious or frivolous and not
                  brought without due cause) for its winding-up, dissolution or
                  re-organisation except for the purposes of reconstruction,
                  amalgamation or merger whilst solvent; or

         (d)      if the Tenant convenes a meeting of or proposes to enter into
                  any arrangement or composition with or assignment for the
                  benefit of all or any class of its creditors; or

         (e)      if an application is made or any other steps taken for the
                  appointment of an administrator or a liquidator or a similar
                  or analogous officer of the Tenant; or

         (f)      if an encumbrancer takes possession or a trustee, receiver,
                  administrative receiver or other similar officer is appointed
                  in respect of the whole or any material part of the
                  undertaking or assets of the Tenant.

         then and in any such case and at any time thereafter it shall be lawful
         for the Landlord or any person duly authorised by the Landlord in its
         behalf to re-enter repossess and enjoy the Demised Premises or any part
         thereof in the name of the whole and without prejudice to any right of
         action or remedy of the Landlord in respect of any antecedent breach of
         any of the covenants by the Tenant.

6.2      SERVICE OF NOTICES

6.2.1    Each communication to be made hereunder shall be in English and shall
         unless otherwise stated be made in writing but unless otherwise stated
         may be made by telex letter or telefax.

6.2.2    Subject to 6.15.3 any communication or document to be made or delivered
         by one person to another pursuant to this Lease shall be made or
         delivered to that person at the address telex or telefax number
         specified below (or to such other address telex or telefax number as
         notified by that person from time to time to each of the other parties
         hereto) and shall (subject to sub-clause (c)) be deemed to have been
         made or delivered when such communication or document has been
         despatched and the appropriate answerback received (in the case of any
         communication made by telex) or (in the case of any communication made
         by letter) when left at that address or as the case may be two business
         days after being deposited in the post first class postage prepaid in
         an envelope addressed to it at that address (four business days if
         posted airmail from or to the United States of America) or in the case
         of telefax upon transmission provided that confirmation of receipt is
         received from the addressee

(i)      CABOT CARBON

           Address:    Lees Lane, Stanlow, Ellesmere Port, South Wirral L65 4HT

           Telefax No: 0151 356 0712

           Attention:  Secretary

(ii)     CABOT MICROELECTRONICS CORPORATION

           Address:    870 North Commons Drive, Aurora, Illinois 60504

           Telefax No:

           Attention:  Vice President of Operations

6.2.3    Any communication or document which in accordance with sub-clause 6.2.2
         of this clause is made or delivered outside working hours will be
         deemed to have been made or delivered at the commencement of the next
         period of working hours.

6.3      COMPENSATION

         Subject to the provisions of any Act of Parliament to the contrary
         neither the Tenant nor any underlessee shall be entitled on quitting
         the Demised Premises to any compensation (including without limitation
         under Section 37 of the Landlord and Tenant Act 1954).

6.4      USE

         No representation or warranty is made or given by the Landlord that the
         Demised Premises may lawfully be used (whether under the Planning Acts
         or otherwise) for the use permitted hereunder.

6.5.1    If the Demised Premises are so damaged or destroyed by an Insured Risk
         as to become unfit for occupation in whole or in part (and the sum
         insured is not wholly or partly irrecoverable by reason of any act or
         omission of the Tenant or any person (other than the Landlord and any
         person claiming by through or under the Landlord) in the Demised
         Premises expressly or impliedly with the Tenant's authority or the
         Tenant's servants or agents) then the rent or a fair proportion of it
         shall be suspended until the expiry of three years after the date of
         the damage or destruction or (if earlier) the date on which the Demised
         Premises are again fit for occupation and use and in the event of such
         damage or destruction the Landlord shall have 90 days in which to elect
         whether or not to reinstate the Demised Premises. In the event that the
         Landlord makes an election not to reinstate the Demised Premises then
         either the Landlord or the Tenant may determine this Lease upon giving
         to the other not less than one month's prior notice in writing. In the
         event that the Landlord does not elect not to reinstate but
         nevertheless the Landlord fails to complete reinstatement works within
         12 months of the date of such damage or destruction then the Tenant
         shall be entitled during the month following the expiry of 12 months of
         the date of such damage or destruction serve upon the Landlord one
         month's notice in writing to determine the Lease. Upon the
         determination of the Lease under the provisions of this clause this
         Lease shall determine absolutely but without prejudice to any
         antecedent right of either party or any antecedent breach of the terms
         of this Lease.

6.5.2    Paragraph 6.5.1 above shall not apply to the Insurance Rent or the
         Service Charge to the extent that insurance is effected or services are
         provided.

6.5.3    Any dispute as to the proportion aforesaid shall be determined by a
         single arbitrator to be appointed in default of agreement by the
         President on the application of either party

6.6      NEIGHBOURING PROPERTY

         The Landlord shall have power at all times to do or permit to be done
         anything it may think fit with (and notwithstanding anything to the
         contrary herein expressed or implied the Tenant shall not be entitled
         to any rights which would restrict or interfere with the free user of)
         any adjoining or neighbouring land (including any part of the Property
         for building or any other purpose

6.7      REMOVAL OF TENANT'S PROPERTY

         If at such time as the Tenant has vacated the Demised Premises after
         the determination of the Term (however determined) any property of the
         Tenant shall remain in the Demised Premises and the Tenant shall fail
         to remove the same within thirty days after being served with a notice
         by the Landlord requesting the Tenant to do so then the Landlord may as
         the agent of the Tenant (and the Landlord is hereby appointed by the
         Tenant to act in that behalf) sell such property and shall then hold
         the proceeds of sale (after deducting the costs and expenses of removal
         storage and

sale reasonably and properly incurred by it and any sums due to it by the Tenant) to the order of the Tenant provided that the Tenant shall indemnify the Landlord against any liability incurred by it to any third party whose property shall have been sold by the Landlord

6.8 DISPUTES

In case any dispute shall during the Term arise between the Tenant and the tenants and occupiers of any adjoining or neighbouring property belonging to the Landlord relating to the Conduits serving the Demised Premises or any such adjoining or neighbouring property or any fence roadway or other thing used in common with the Demised Premises and any such property the same shall from time to time be settled and determined by the Landlord which determination shall be final and binding and the costs to the Landlord shall be borne equally amongst the parties in dispute

         The Tenant shall not be entitled to any rights not expressly conferred
         by this Lease and Section 62 of the Law of Property Act 1925 shall not
         apply

6.10     LANDLORD'S OPTION TO DETERMINE

         The Landlord shall be entitled to determine this Lease if any single
         person or company (or together members of a company in the same Group
         shall acquire more than 25% of the shares in the Tenant subsequent to
         the Landlord (or together members in the same Group as the Landlord)
         ceasing to maintain any ownership of shares in the Tenant and following
         which at any time thereafter the Landlord may serve not less than one
         hundred and twenty days notice in writing upon the Tenant and upon
         expiry of any such notice this lease shall determine but without
         prejudice to any antecedent liability of either Landlord or Tenant.

6.11     EXPANSION RIGHT

         The Landlord hereby grants to the Tenant the continuing right and
         option to expand the Demised Premises to include either or both of the
         expansion area shown hatched yellow on the Plan and comprising
         approximately 454 square metres and/or the expansion area hatched green
         on the plan and comprising approximately 634 square metres. The option
         is granted on the following terms:

6.11.1   The option is exerciseable upon the Tenant serving not less than six
         months notice in writing upon the Landlord specifying which expansion
         area the Tenant requires but without prejudice to the Tenant's right to
         serve a notice also in respect of the other expansion area (if not
         already served)

6.11.2   The exercise of the option with regard to the area hatched yellow is
         conditional upon the Landlord and Tenant agreeing an alternative
         location at the Property for relocating the Landlord's Treated Plant
         and the Tenant procuring all statutory and other consents which may be
         required for the relocation of the Treated Plant and upon the Tenant
         either undertaking the relocation of the Treated Plant or (at the
         election of the

         Landlord) reimbursing to the Landlord all actual and reasonable costs
         and expenses incurred by the Landlord in connection with such
         relocation including without limitation all costs of re-routing
         services and utilities.

6.11.3   Upon the date specified in the Tenant's notice the landlord and the
         Tenant will enter into a deed (the "SUPPLEMENTAL DEED") supplemental to
         this Lease amending the definition of the Demised Premises to include
         the relevant expansion area and increasing the rental for the Demised
         Premises so that in addition to the rental payable immediately prior to
         the Supplemental Deed the rent will increase by an amount which
         represents a rental per square foot for the expansion area which is
         equivalent to the rental per square foot for the remainder of the
         Demised Premises.

6.11.4   Upon completion of the Supplemental Deed the Tenant shall also pay an
         apportioned sum representing a pro-rata increase based upon square
         footage of the expansion area in respect of any other costs payable by
         the Tenant under this Lease and all other terms of this Lease shall
         apply to the expansion area.

6.12     TENANT'S PLANT AND EQUIPMENT

         It is agreed that the fumed metal oxide dispersions plant and equipment
         within the Building and the Demised Premises and whether in existence
         at the date of this Lease or installed by or at the cost of the Tenant
         after the date of this Lease are as the date of this Lease and at all
         times hereafter chattels in the ownership of the Tenant.

6.13     CO-OPERATION

         The parties will co-operate with each other in good faith with regard
         to the shared use of the instrument room at the Demised Premises and so
         as not to interfere with each other's use of the instrument room or the
         carrying on of each other's business.

6.14     CONFIDENTIALITY

         Each of the Landlord and the Tenant agree to keep confidential and not
         disclose, and shall cause their respective Group Members to keep
         confidential and not disclose, to any party or use for any purpose
         (other than the performance of this Lease), any proprietary or other
         confidential information of the other party which is received pursuant
         to this Lease ("Confidential Information"). Confidential Information
         shall be subject to the restrictions of this clause only if it is
         marked as confidential or proprietary or, if not disclosed in tangible
         form, the disclosing party notifies the recipient of its confidential
         or proprietary nature prior to its disclosure. For purposes of this
         Clause, Confidential Information of a party does not include, and a
         party and a party's Group Members will have no obligations under this
         clause with respect to, any information of the other party or any Group
         Members of the other party (the other party and Group Members of the
         other party being referred to as the "receiving party") which:

6.14.1   is already known to the receiving party from a source other than the
         disclosing party as evidenced by competent proof thereof; or

6.14.2   is or becomes publicly known through no wrongful act of the receiving
         party (in which event the receiving party's obligations under this
         clause in respect thereto shall terminate on the date such information
         enters the public domain); or

6.14.3   is rightfully received by the receiving party from a third party
         without violation of any obligations of confidentiality owed by the
         third party to the disclosing party; or

6.14.4   is disclosed by the disclosing party to a third party without
         restrictions on the third party's right to use or disclose such
         information; or

6.14.5   is independently developed by employees or consultants of the receiving
         party without use of or reference to the disclosing party's
         Confidential Information; or

6.14.6   is approved for release by written authorisation of the disclosing
         party

6.15     JURISDICTION

6.15.1   This Lease shall be governed by English law

6.15.2   The parties submit to the non-exclusive jurisdiction of the English
         courts

6.15.3   The Tenant confirms that any proceedings in the English Courts will be
         validly served if served upon Cabot Microelectronics Corporation at Cab
         o Sil Site Sully Moors Road, Sully, South Glamorgan, CF64 5RP and
         marked for the attention of Clive Jenkins.

6.16     LANDLORD AND TENANT ACT 1954

         Having been authorised to do so by an Order of the Mayors & City of
         London County Court dated 28th March 2000 the parties hereto agree that
         the Landlord and Tenant Act 1954 sections 24 to 28 inclusive shall not
         apply to this Lease

IN WITNESS whereof this Lease is executed as a deed and on the day and year first before written and it has been delivered

FIRST SCHEDULE

(PARTICULARS OF THE DEMISED PREMISES)

PART I

ALL THAT Leasehold Property known as land on the south side of Cardiff Road Barry shown edged red on the attached plan together with all buildings now or hereafter erected or in the course of erection thereon and all conduits exclusively serving the same so far as the Landlord is able to demise such together with all Landlord's fixtures and fittings from time to time in and about the same and all additions and alterations to such premises fixtures and fittings carried out during the Term

PART II

(RIGHTS GRANTED)

There is granted to the Tenant the following rights (insofar as the Landlord is able to grant the same).

1. The right for the Tenant and all persons authorised by it (in common with all other persons entitled thereto) for the purposes of obtaining access to and egress from the Demised Premises to pass and repass at all times with or without vehicles over and along the road coloured brown on the Plan subject to compliance with the Landlord's security and access arrangements.

2. The free and uninterrupted passage of Utilities from and to any part of the Demised Premises by and through all Conduits which are now or may within the Perpetuity Period during the Term be in or upon any adjoining or neighbouring part of the Property.

3. The right to support as now exists for the Demised Premises from any adjoining premises and

4. The right subject to space being available from time to time to park up to twelve private motor vehicles in the car park shown hatched [pink] on the Plan.

PART III

(EXCEPTIONS AND RESERVATIONS)

DEMISED PREMISES

There is reserved to the Landlord its servants and agents and all other persons authorised by the landlord the following:

1. The right after reasonable prior written notice (save in emergency) and at all reasonable times to enter the Demised Premises with or without workmen for

the purpose of carrying out any works (whether of construction installation connection repair or otherwise) of or in respect of any property adjoining or neighbouring the Demised Premises or any Conduits the persons so entering to act in a reasonable manner and to make good any damage to the Demised Premises resulting from the exercise of such rights

2. The free and uninterrupted passage of Utilities from and to other parts of the Property or any other adjoining or neighbouring property of the Landlord by and through all Conduits which are now or may within the Perpetuity Period be in under or over the Demised Premises

3. The right of support as now exists for the remainder of the Property from the Demised Premises

4. The right to pass and repass at all times with or without vehicles over and along the area coloured yellow on the Plan.

5. The unrestricted right at all times to access and maintain all facilities servicing the Landlord's Treated Plant including the instrument panels in the instrument room, feed lines through the batch tank enclosure, feed silo, transfer pump, instruments, piping cabling and conduits.

SECOND SCHEDULE

(MATTERS TO WHICH THE DEMISE IS SUBJECT)

Matters referred to in the Property and Charges Registers of title number WA547039 at H M Land Registry including any rights appertaining to the water main mentioned in the Deed of Grant dated 4th May 1990 between Cabot Carbon Limited (1) and ICI Chemicals and Polymers Limited (2) notwithstanding any variation of the route of the water main therein mentioned.

1.       In this Schedule the following expressions have the following meanings:

         "REVIEW DATE"         means the fifth anniversary of the beginning of
                               the term

         "REVIEW PERIOD"       means the period from the Review Date to the
                               expiry of the term.

         "THE CURRENT RENT"    means the rent payable by the Tenant immediately
                               before the beginning of the Review Period in
                               question

         "RACK RENTAL VALUE"   means the rent at which the Demised Premises
                               might be expected to be let as a whole in the
                               open market without taking a premium at the
                               beginning of the Review Period in question by a
                               willing landlord to a willing tenant for a term
                               equal to the residue of the term of this Lease
                               (or [10 years] whichever is the longer) with
                               vacant possession at the commencement of the term
                               and upon the same terms (other than as to the
                               amount of the rent and as hereinafter provided)
                               as this Lease and on the assumption if not a fact
                               that:

                                    (i)      the Tenant has observed and
                                             performed all its covenants

                                    (ii)     the demised premises are fit for
                                             immediate use and occupation

                                    (iii)    in case the demised premises have
                                             been destroyed or damaged they have
                                             been fully reinstated

                                    (iv)     there are no restrictions on
                                             alienation of the whole or any part
                                             of the Demised Premises on the part
                                             of the Tenant

                                    but disregarding:

                                    (i)      the fact that the Tenant or its
                                             undertenants have been in
                                             occupation of the demised premises

                                    (ii)     any goodwill attached to the
                                             demised premises by reason of the
                                             carrying on there of the business
                                             of the Tenant its undertenants or
                                             their predecessors in their
                                             respective businesses

                                    (iii)    any works carried out whether
                                             before or during the term by the
                                             Tenant or its undertenants.

2. The rent for the Review Period shall be the Current Rent or the Rack Rental Value whichever is the higher.

3. The Landlord may serve upon the Tenant not earlier than three months before the Review Date notice seeking to agree the rent with effect from Review Date for the Review Period.

4. The parties may agree the Rack Rental Value for the Review Period at any time after the date which is three months before the Review Date.

5. The Rack Rental Value shall be determined in default of agreement by the Rent Review Date or such later date as the Landlord and Tenant agree by a surveyor to be appointed in default of agreement by the President of the Royal Institution of Chartered Surveyors upon the application of either party who shall act as an arbitrator in accordance with the Arbitration Acts 1950-1996 and whose costs shall be in his award.

6. Upon the Rack Rental Value being agreed or determined as aforesaid a memorandum of the rent then payable shall at the expense of the Tenant be prepared by the Landlord's solicitors and signed by a duly authorised officer on behalf of the Landlord and the Tenant.

7. In the event of the Rack Rental Value not being agreed or determined as aforesaid on or before the relevant Review Date then in respect of the period of time (hereinafter called "the said interval") beginning with the relevant Review Date and ending on the quarter day immediately following the date of such agreement or determination the Tenant shall make payments on account in manner hereinbefore provided at the rate of the Current Rent and at the expiration of the said interval there shall be due as a debt payable by the Tenant to the Landlord forthwith on demand a sum of money equal to the amount (if any) where by the Rack Rental Value so agreed or determined shall exceed the Current Rent duly apportioned on a daily basis in respect of the said interval such duly apportioned sum shall bear interest calculated on a day-to-day basis at four per cent below the Prescribed Rate from the relevant Review Date until the date of actual payment.

8. If at any time by reason of any enactment (which expression shall include any Act or Parliament now or hereafter in force and any instrument regulation or order made thereunder or deriving validity therefore) or for any other reason whatsoever the Landlord shall not be entitled or not be able either in whole or in part:-

8.1 to increase the rent payable hereunder in accordance with the terms of this Lease; or

8.2 to recover such increase from the Tenant.

then the Landlord shall be entitled at any time by notice in writing to the Tenant to require that for all the purposes of this Lease the date on which such disentitlement or disability shall cease shall be deemed to be a Review Date.

Exhibit 10.13

THE FOURTH SCHEDULE

PART I

(SERVICE CHARGE)

1. In this Schedule the following expressions have the following meanings:-

1.1 "the Service Costs" means the costs referred to in paragraph 2 below

1.2 "the Specified Proportion" means as indicated (where appropriate and without prejudice to paragraph 2 below) in Parts 3 and 4 of this Schedule either all metered charges and/or or a fair proportion to be based upon use (if appropriate) of any other Service Costs to be determined by the Landlord's surveyor whose decision shall be final and binding on the Tenant and which may differ from one cost to another and which may be the whole or part of any such cost

1.3 "the Service Charge" means the Specified Proportion of the Service Costs

2. The costs to be included in the Service Costs are insofar as such matters are not expressly otherwise provided for in this Lease the reasonable and proper costs of and incidental to the matters set out in Parts 3 and 4 of this Schedule together with interest on monies borrowed by the Landlord (or other expenditure paid or incurred in connection with such loan) for the purpose of paying any such costs as aforesaid and any VAT incurred by the Landlord in respect of the Services set out in Parts 3 and 4

3. The Tenant shall pay the Service Charge during the Term making payment in respect of each and any service costs within thirty days of demand being made by the Landlord in respect of the same.

4. Any dispute arising out of the provisions of this clause shall be referred to the decision of a single arbitrator to be agreed between the parties hereto or in default of agreement to be appointed on the application of either party by the President

Exhibit 10.13

PART 2

(THE SERVICES WHICH THE LANDLORD MUST PROVIDE WITHOUT ADDITIONAL CHARGE)

1. The provision and maintenance of the following utilities:

1.1 The provision and maintenance of the existing on site radio system with channel three reserved for the Tenant.

1.2 The provision of 12 car parking spaces in accordance with Part 2 of the First Schedule.

2. Toilet and washroom facilities upon the part of the Property retained by the Landlord to a standard and degree as existing at the date of this Lease

1        The following utilities:

1.1      11 kV electricity supply from COS sub-station to MMD subject to monthly
         metered charge equivalent to cost incurred by Landlord.

1.2      Provision and maintenance of instrument air supply subject (at the
         landlords discretion) to payment of metered charges equivalent to cost
         incurred by the Landlord.

1.3      Provision and maintenance of natural gas supply subject (at the
         landlords discretion) to payment of metered charges equivalent to cost
         incurred by the Landlord.

1.4      Provision and maintenance of process feed water supply subject (at the
         landlords discretion) to payment of metered charges equivalent to cost
         incurred by the Landlord.

1.5      Provision and maintenance of potable water supply subject (at the
         landlords discretion) to payment of metered charges equivalent to cost
         incurred by the Landlord.

1.6      Maintenance and allowing shared use of main site sewer subject to
         payment by the Tenant of metered discharge costs.

         and in each case subject to payment by the Tenant of a fair proportion
         according to use of any standing charge or maintenance or other
         associated cost.

2.       The provision of fire, gas and other safety systems subject to payment
         by the Tenant of a

fair and reasonable proportion of the costs incurred by the Landlord.

3. The provision of shower and locker room facilities subject to payment by the Tenant of a fair and reasonable proportion of the expense to the Landlord including any internal costings.

4. The provision of reasonable security systems and arrangements for the Property.

5. The making available to the Tenant the shared use of the Landlord's canteen facilities existing from time to time.

6. The provision installation inspection repair rebuilding improvement renewal lighting and cleaning of all roads car parks loading bays structures fences walls signs stairways paths pavements yards gardens landscaped areas open spaces Conduits and Plant in or about the Property and all other things whatsoever the use of which is common to the Demised Premises and other premises near or adjoining thereto
(whether or not under the ownership or control of the Landlord)

PART 4

(SERVICES WHICH THE LANDLORD MAY PROVIDE AND CHARGE AT LANDLORD'S OPTION)

1. The provision of waste disposal services subject to payment by the Tenant of a monthly fair and reasonable charge together with a fair proportion of the expenses payable by the Landlord to any outside waste disposal service provider.

2. The provision and maintenance of telephone exchange system subject to payment by the Tenant of all itemised call charges and a fair and reasonable service fee.

3. Maintenance by the Landlord of plant and equipment of the Tenant at the Demised Premises subject to payment by the Tenant of such service cost and hourly charge out rate as may be agreed from time to time between Landlord and Tenant.

4. Provision and maintenance of DCS automatic control by the Landlord subject to payment by the Tenant of such service cost and hourly charge out rate as may be agreed from time to time between Landlord and Tenant.

5. The provision of such office space and conference room facilities as the Landlord may in its discretion from time to time provide (if any).

6. The provision by the Landlord for use by the Tenant of one Nissan Storage Shed numbered 6 so long as the Landlord in its discretion shall provide the same or such other alternative storage.

7. Incurring fees of any professional person (including without limitation any

accountant solicitor barrister or surveyor) engaged in connection with the matters set out in this Schedule including without limitation the cost of valuations of the Demised Premises or the Property in order to determine the cost of reinstatement for insurance purposes

8. The carrying out by the Landlord of any work in or about the Property in pursuance of any requirement of any Act of Parliament or of any local or public authority

9. Preparing accounts and certificates relating to the calculation of the Service Charge

10. Office support by way of reception services and the making of travel arrangements

11. The provision of cleaning services

12. Vending machine access and use

13. Such other services things or works whatsoever as may be provided by the Landlord from time to time which the Landlord reasonably considers to be for the benefit of or any part or parts thereof

SIGNED as a DEED by           )
CABOT CARBON LIMITED          )
acting by                     )
                              )
                              )


                                    Director - David Jayne


                                                     Secretary - Bob Longworth



SIGNED as a DEED by           )
CABOT MICROELECTRONICS        )
CORPORATION                   )
acting by                     )
DANIEL PIKE                   )
VICE PRESIDENT OF OPERATIONS  )

Exhibit 10.16

REVOLVING CREDIT AGREEMENT

Dated as of March 29, 2000

among

CABOT MICROELECTRONICS CORPORATION

FLEET NATIONAL BANK

and the other lending institutions which may become a party thereto

and

1.   DEFINITIONS AND RULES OF INTERPRETATION.........................................................   1
         1.1.   Definitions..........................................................................   1
         1.2.   Rules of Interpretation..............................................................   13
2.   THE REVOLVING CREDIT FACILITY...................................................................   15
         2.1.   Commitment to Lend...................................................................   15
         2.2.   Commitment Fee.......................................................................   15
         2.3.   Reduction of Total Commitment........................................................   15
         2.4.   The Notes............................................................................   15
         2.5.   Interest on Loans....................................................................   16
         2.6.   Requests for Loans...................................................................   16
                  2.6.1.   General...................................................................   16
                  2.6.2.   Swing Line................................................................   16
         2.7.   Conversion Options...................................................................   18
                  2.7.1.   Conversion to Different Type of Loan......................................   18
                  2.7.2.   Continuation of Type of Loan..............................................   18
                  2.7.3.   LIBOR Rate Loans..........................................................   18
         2.8.   Funds for Loan.......................................................................   18
                  2.8.1.   Funding Procedures........................................................   18
                  2.8.2.   Advances by Agent.........................................................   19
         2.9.   Settlements..........................................................................   19
                  2.9.1.   General...................................................................   19
                  2.9.2.   Failure to Make Funds Available...........................................   20
                  2.9.3.   No Effect on Other Banks..................................................   20
3.   REPAYMENT OF THE LOANS..........................................................................   20
         3.1.   Maturity.............................................................................   20
         3.2.   Mandatory Repayments of Loans........................................................   20
         3.3.   Optional Repayments of Loans.........................................................   21
4.   LETTERS OF CREDIT...............................................................................   21
         4.1.   Letter of Credit Commitments.........................................................   21
                  4.1.1.   Commitment to Issue Letters of Credit.....................................   21
                  4.1.2.   Letter of Credit Applications.............................................   22
                  4.1.3.   Terms of Letters of Credit................................................   22
                  4.1.4.   Reimbursement Obligations of Banks........................................   22
                  4.1.5.   Participations of Banks...................................................   22
         4.2.   Reimbursement Obligation of the Borrower.............................................   22
         4.3.   Letter of Credit Payments............................................................   23
         4.4.   Obligations Absolute.................................................................   23
         4.5.   Reliance by Issuer...................................................................   23
         4.6.   Letter of Credit Fee.................................................................   24
5.   CERTAIN GENERAL PROVISIONS......................................................................   24
         5.1.   Closing Fees.........................................................................   24
         5.2.   Funds for Payments...................................................................   24
                  5.2.1.   Payments to Agent.........................................................   24
                  5.2.2.   No Offset, etc............................................................   24
         5.3.   Computations.........................................................................   25
         5.4.   Inability to Determine LIBOR Rate....................................................   25

         5.5.   Illegality...........................................................................   25
         5.6.   Additional Costs, etc................................................................   26
         5.7.   Capital Adequacy.....................................................................   26
         5.8.   Certificate..........................................................................   26
         5.9.   Indemnity............................................................................   26
         5.10.   Interest After Default..............................................................   26
6.   GUARANTIES......................................................................................   28
         6.1.   Guaranties of Subsidiaries...........................................................   28
7.   REPRESENTATIONS AND WARRANTIES..................................................................   28
         7.1.   Corporate Authority..................................................................   28
                  7.1.1.   Incorporation; Good Standing..............................................   28
                  7.1.2.   Authorization.............................................................   28
                  7.1.3.   Enforceability............................................................   28
         7.2.   Governmental Approvals...............................................................   28
         7.3.   Title to Properties; Leases..........................................................   28
         7.4.   Financial Statements and Projections.................................................   29
                  7.4.1.   Fiscal Year...............................................................   29
                  7.4.2.   Financial Statements......................................................   29
                  7.4.3.   Projections...............................................................   29
                  7.4.4.   Solvency..................................................................   29
         7.5.   No Material Changes, etc.............................................................   29
         7.6.   Franchises, Patents, Copyrights, etc.................................................   29
         7.7.   Litigation...........................................................................   30
         7.8.   No Materially Adverse Contracts, etc.................................................   30
         7.9.   Compliance with Other Instruments, Laws, etc.........................................   30
         7.10.   Tax Status..........................................................................   30
         7.11.   No Event of Default.................................................................   30
         7.12.   Holding Company and Investment Company Acts.........................................   30
         7.13.   Absence of Financing Statements, etc................................................   31
         7.14.   Certain Transactions................................................................   31
         7.15.   Employee Benefit Plans..............................................................   31
                  7.15.1.   In General...............................................................   31
                  7.15.2.   Terminability of Welfare Plans...........................................   31
                  7.15.3.   Guaranteed Pension Plans.................................................   31
                  7.15.4.   Multiemployer Plans......................................................   32
         7.16.   Use of Proceeds.....................................................................   32
                  7.16.1.   General..................................................................   32
                  7.16.2.   Regulations U and X......................................................   32
                  7.16.3.   Ineligible Securities....................................................   32
         7.17.   Environmental Compliance............................................................   32
         7.18.   Subsidiaries, etc...................................................................   34
         7.19.   Disclosure..........................................................................   34
8.   AFFIRMATIVE COVENANTS OF THE BORROWER...........................................................   34
         8.1.   Punctual Payment.....................................................................   34
         8.2.   Maintenance of Office................................................................   34
         8.3.   Records and Accounts.................................................................   34
         8.4.   Financial Statements, Certificates and Information...................................   34
         8.5.   Notices..............................................................................   35

                  8.5.1.   Defaults..................................................................   35
                  8.5.2.   Environmental Events......................................................   36
                  8.5.3.   Notification of Claim against Assets......................................   36
                  8.5.4.   Notice of Litigation and Judgments........................................   36
         8.6.   Corporate Existence; Maintenance of Properties.......................................   36
         8.7.   Insurance............................................................................   37
         8.8.   Taxes................................................................................   37
         8.9.   Inspection of Properties and Books, etc..............................................   37
                  8.9.1.   General...................................................................   37
                  8.9.2.   Communications with Accountants...........................................   37
         8.10.   Compliance with Laws, Contracts, Licenses, and Permits..............................   37
         8.11.   Employee Benefit Plans..............................................................   37
         8.12.   Use of Proceeds.....................................................................   38
         8.13.   Replacement Instruments.............................................................   38
         8.14.   New Guarantors......................................................................   38
         8.15.   Additional Subsidiaries.............................................................   38
         8.16.   Further Assurances..................................................................   38
9.   CERTAIN NEGATIVE COVENANTS OF THE BORROWER......................................................   38
         9.1.   Restrictions on Indebtedness.........................................................   38
         9.2.   Restrictions on Liens................................................................   39
         9.3.   Restrictions on Investments..........................................................   40
         9.4.   Restricted Payments..................................................................   41
         9.5.   Merger, Consolidation and Disposition of Assets......................................   41
                  9.5.1.   Mergers and Acquisitions..................................................   41
                  9.5.2.   Disposition of Assets.....................................................   42
         9.6.   Sale and Leaseback...................................................................   42
         9.7.   Compliance with Environmental Laws...................................................   42
         9.8.   Employee Benefit Plans...............................................................   43
         9.9.   Business Activities..................................................................   43
         9.10.   Fiscal Year.........................................................................   43
         9.11.   Transactions with Affiliates........................................................   43
         9.12.   Upstream Limitations................................................................   43
         9.13.   Inconsistent Agreements.............................................................   44
         9.14.   Modification of Documents...........................................................   44
10.   FINANCIAL COVENANTS OF THE BORROWER............................................................   44
         10.1.   Leverage Ratio......................................................................   44
         10.2.   Quarterly Net Income................................................................   44
         10.3.   Debt Service Coverage Ratio.........................................................   44
         10.4.   Quick Ratio.........................................................................   44
11.   CLOSING CONDITIONS.............................................................................   44
         11.1.   Loan Documents......................................................................   44
         11.2.   Certified Copies of Charter Documents...............................................   44
         11.3.   Corporate Action....................................................................   45
         11.4.   Incumbency Certificate..............................................................   45
         11.5.   UCC Search Results..................................................................   45
         11.6.   Certificates of Insurance...........................................................   45
         11.7.   Solvency Certificate................................................................   45
         11.8.   Audited Financials..................................................................   45

         11.9.   Completion of IPO...................................................................   45
         11.10.   Pro Forma Balance Sheet............................................................   45
         11.11.   Opinion of Counsel.................................................................   45
         11.12.   Payment of Fees....................................................................   45
12.   CONDITIONS TO ALL BORROWINGS...................................................................   46
         12.1.   Representations True; No Event of Default...........................................   46
         12.2.   No Legal Impediment.................................................................   46
         12.3.   Governmental Regulation.............................................................   46
         12.4.   Proceedings and Documents...........................................................   46
13.   EVENTS OF DEFAULT; ACCELERATION; ETC...........................................................   46
         13.1.   Events of Default and Acceleration..................................................   46
         13.2.   Termination of Commitments..........................................................   49
         13.3.   Remedies............................................................................   49
         13.4.   Distribution of Proceeds............................................................   50
14.   SETOFF.........................................................................................   50
15.   THE AGENT......................................................................................   51
         15.1.   Authorization.......................................................................   51
         15.2.   Employees and Agents................................................................   51
         15.3.   No Liability........................................................................   51
         15.4.   No Representations..................................................................   51
                  15.4.1.   General..................................................................   52
                  15.4.2.   Closing Documentation, etc...............................................   52
         15.5.   Payments............................................................................   52
                  15.5.1.   Payments to Agent........................................................   52
                  15.5.2.   Distribution by Agent....................................................   52
                  15.5.3.   Delinquent Banks.........................................................   53
         15.6.   Holders of Notes....................................................................   53
         15.7.   Indemnity...........................................................................   53
         15.8.   Agent as Bank.......................................................................   53
         15.9.   Resignation.........................................................................   53
         15.10.   Notification of Defaults and Events of Default.....................................   54
         15.11.   Duties in the Case of Enforcement..................................................   54
16.   EXPENSES AND INDEMNIFICATION...................................................................   54
         16.1.   Expenses............................................................................   54
         16.2.   Indemnification.....................................................................   55
         16.3.   Survival............................................................................   55
17.   USURY..........................................................................................   55
18.   SURVIVAL OF COVENANTS, ETC.....................................................................   56
19.   ASSIGNMENT AND PARTICIPATION...................................................................   56
         19.1.   Conditions to Assignment by Banks...................................................   56
         19.2.   Certain Representations and Warranties; Limitations; Covenants......................   56
         19.3.   Register............................................................................   57
         19.4.   New Notes...........................................................................   58
         19.5.   Participations......................................................................   58
         19.6.   Disclosure..........................................................................   58
         19.7.   Assignee or Participant Affiliated with the Borrower................................   58
         19.8.   Miscellaneous Assignment Provisions.................................................   59
         19.9.   Assignment by Borrower..............................................................   59

20.   NOTICES, ETC...................................................................................   59
21.   GOVERNING LAW..................................................................................   60
22.   HEADINGS.......................................................................................   60
23.   COUNTERPARTS...................................................................................   60
24.   ENTIRE AGREEMENT, ETC..........................................................................   60
25.   WAIVER OF JURY TRIAL...........................................................................   61
26.   CONSENTS, AMENDMENTS, WAIVERS, ETC.............................................................   61
27.   SEVERABILITY...................................................................................   61

REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT is made as of March 29, 2000, by and among CABOT MICROELECTRONICS CORPORATION (the "Borrower"), a Delaware corporation having its principal place of business at 870 Commons Drive, Aurora, Illinois 60504 and FLEET NATIONAL BANK, a national banking association, and the other lending institutions listed on Schedule 1 and FLEET NATIONAL BANK, 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 the Guarantors to payment for goods sold, leased, licensed or otherwise marketed in the ordinary course of business or services rendered in the ordinary course of business and all sums of money or other proceeds due thereon pursuant to transactions with account debtors, net of any credits, rebates, offsets, holdbacks or other adjustments or commissions payable to third parties that are adjustments to such accounts receivable, and 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, recorded on books of account in accordance with generally accepted accounting principles.

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 8.4(c).

Affiliate. Any Person 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.

Agent's Head Office. The Agent's head office located at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as the Agent may designate from time to time.

Agent. Fleet National Bank acting as agent for the Banks.

Agent's Special Counsel. Bingham Dana 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 Subsidiary ending on the fiscal quarter ended immediately prior to the applicable Rate Adjustment Period.

                                                    BASE RATE      LIBOR RATE
  TIER               LEVERAGE RATIO                   LOANS           LOANS        COMMITMENT FEE
----------  ------------------------------------  --------------  -------------  -------------------
    1       Greater than or equal to 2.00:1.00       0.50%            2.00%            0.50%

    2       Greater than or equal to 1.25:1.00       0.25%            1.75%            0.40%
                 but less than 2.00:1.00

    3              Less than 1.25:1.00                0.0%            1.50%            0.30%

Notwithstanding the foregoing, (a) for Loans outstanding and the Commitment Fee payable during the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after June 30, 2000, the Applicable Margin shall be the Applicable Margin set forth in Tier 3 above, and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to Section 8.4(c) hereof then, for the period commencing on the 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 the highest Applicable Margin set forth above.

Assignment and Acceptance. See Section 19.1.

Balance Sheet Date. September 30, 1999.

Banks. Fleet 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 19.

Base Rate. The higher of (a) the annual rate of interest announced from time to time by Fleet at its head office in Boston, Massachusetts, as its "base rate" or "prime 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 quotations for such day on such transactions received by the Agent from three funds brokers of recognized standing selected by the Agent. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Changes in the rate of interest resulting from changes in the Base Rate shall take place immediately without notice or demand of any kind.

Base Rate Loans. Loans bearing interest calculated by reference to the Base Rate.

Borrower. As defined in the preamble 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 LIBOR Rate Loans, also a day which is a LIBOR Business Day.

Cabot Dividend. The Distributions made by the Borrower to Cabot Corporation in an aggregate amount not to exceed the sum of (a) the aggregate amount of all advances made to the Borrower by LaSalle Bank National Association under the LaSalle Loan Agreement plus (b) the lesser of (i) the net proceeds received by the Borrower from the consummation of its IPO and (ii) the aggregate amount of Cabot Corporation's estimated tax basis in the Borrower's capital stock as of the date of the consummation of the IPO.

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 Indebtedness incurred by the Borrower or any of its Subsidiaries in connection with (a) 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 or (b) the lease of any assets by the Borrower or any of its Subsidiaries as lessee under any Synthetic Lease to the extent that such assets would have been Capital Assets had the synthetic lease been treated for accounting purposes as a Capitalized Lease.

Capitalization Documents. Collectively, the formation documents (including without limitation any certificate of incorporation and by-laws) of the Borrower and its Subsidiaries.

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.

Cash Equivalents. As to the Borrower and its Subsidiaries, (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six (6) months and overnight bank deposits, in each case (i) with any Bank, or
(ii) with any domestic commercial bank having capital and surplus in excess of $300,000,000 or any commercial bank organized under the laws of any OECD country and having total assets in excess of $1,000,000,000; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (a) and (b) entered into with any financial institution meeting the qualifications specified in clause (b) above, (d) any commercial paper issued by any Bank, the parent corporation of any Bank or any Subsidiary of such Bank's parent corporation and which matures within six (6) months after the date of acquisition thereof, and (e) any commercial paper or other security which constitutes an Investment permitted under Section 10.3(c) and whicH matures within six (6) months after the date of acquisition thereof.

CERCLA. See Section 7.17(a).

Closing Date. The first date on which the conditions set forth in
Section 11 have been satisfied and any Loans are to be made or any Letter of Credit is to be issued hereunder.

Code. The Internal Revenue Code of 1986.

Commitment. With respect to each Bank, the amount set forth on Schedule 1 hereto as the amount of such Bank's commitment to make 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. See Section 2.2.

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.

Compliance Certificate. See Section 8.4(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 Current Liabilities. All liabilities and other Indebtedness of the Borrower and its Subsidiaries on a consolidated basis maturing on demand or within one (1) year from the date as of which Consolidated Current Liabilities are to be determined, (including, without limitation, the outstanding amount of all Loans as of the date of determination) and such other liabilities as may properly be classified as current liabilities in accordance with generally accepted accounting principles.

Consolidated EBIT. With respect to any fiscal period, an amount equal to the sum of (a) Consolidated Net Income (or Deficit) of the Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of such Person's Consolidated Net Income (or Deficit) and without duplication (i) tax expense for such period, plus (ii) Consolidated Total Interest Expense paid or accrued during such period, plus
(iii) other noncash charges for such period, and minus (c) to the extent added in computing Consolidated Net Income, and without duplication, all noncash gains (including income tax benefits) for such period, all as determined in accordance with generally accepted accounting principles.

Consolidated EBITDA. With respect to any fiscal period, an amount equal to the sum of (a) Consolidated EBIT of the Borrower and its Subsidiaries for such fiscal period, plus (b) to the extent deducted in the calculation of such Person's Consolidated Net Income (or Deficit) and without duplication, depreciation and amortization for such period, all as determined in accordance with generally accepted accounting principles.

Consolidated Net Income (or Deficit). 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 Quick Assets. All cash, Cash Equivalents and Accounts Receivable of the Borrower and its Subsidiaries on a consolidated basis that, in accordance with generally accepted accounting principles, are properly classified as current assets, provided that accounts receivable shall be included only if good and collectible as determined by the Borrower in accordance with established practice consistently applied, and only if payable and outstanding (a) not more than one hundred eighty (180) days after the date of the shipment of goods or other transactions out of which any such account receivable arose and (b) are not outstanding for more than sixty (60) days past due; and such accounts

receivable shall be taken at their face value less reserves determined to be sufficient in accordance with generally accepted accounting principles.

Consolidated Total Interest Expense. 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 any Capitalized Lease, or any Synthetic Lease and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money.

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 Agreement, including the Schedules and Exhibits hereto.

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

Default. See Section 13.1.

Delinquent Bank. See Section 15.5.3.

Derivative Contract. Every obligation of any Person under any forward contract, futures contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

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.

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.

Domestic Subsidiary. Any Subsidiary (direct or indirect, existing on the date hereof or acquired or formed hereafter in accordance with the provisions hereof) of the Borrower which is organized under the laws of the United States of America or a state or other subdivision of the United States of America.

Drawdown Date. The date on which any Loan is made or is to be made, and the date on which any Loan is converted or continued in accordance with
Section 2.7.

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; (e) any investment company, investment fund or other institutional lender (other than a commercial bank, finance company, or savings and loan association or savings bank) approved by the Agent which is an "accredited investor" (as defined in Regulation D of the federal Securities and Exchange Commission) engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of business; and
(f) if, but only if, any Event of Default has occurred and is 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.

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

Environmental Laws. See Section 7.17(a).

EPA. See Section 7.17(b).

ERISA. The Employee Retirement Income Security Act of 1974.

ERISA Affiliate. Any Person which is treated as a single employer with the Borrower 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.

Eurocurrency Reserve Rate. For any day with respect to a LIBOR 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.

Event of Default. See Section 13.1.

Fee Letter. The fee letter agreement between the Borrower and the Agent dated on or prior to the Closing Date.

Fleet. Fleet National Bank, a national banking association in its individual capacity.

generally accepted accounting principles. (a) When used in Section 10, 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 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.

Guarantor. Each Domestic Subsidiary of the Borrower existing on the Closing Date (if any) and each other Domestic Subsidiary of the Borrower which is required to be or become a Guarantor from time to time pursuant to
Section 8.13 hereof. Each such Person shall be a party to a Guaranty.

Guaranty. Collectively, each Guaranty dated on or after the Closing Date which is required to be delivered by Section 8.13, made by each Guarantor in favor of the Banks and the Agent pursuant to which each GuaranTor guaranties to the Banks and the Agent the payment and performance of the Obligations and in form and substance satisfactory to the Banks and the Agent.

Hazardous Substances. See Section 8.18(b).

Indebtedness. As to any Person and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such Person and whether or not contingent, but without duplication:

(a) every obligation of such Person for money borrowed,

(b) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses,

(c) every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person,

(d) every obligation of such Person issued or assumed as the deferred purchase price of property or services (including securities repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested in good faith),

(e) every obligation of such Person under any Capitalized Lease,

(f) every obligation of such Person under any lease (a "Synthetic Lease") treated as an operating lease under generally accepted accounting principles and as a loan or financing for U.S. income tax purposes,

(g) all sales by such Person of (i) accounts or general intangibles for money due or to become due, (ii) chattel paper, instruments or documents creating or evidencing a right to payment of money or (iii) other receivables (collectively "receivables"), whether pursuant to a purchase facility or otherwise, other than (x) in connection with the disposition of the business operations of such Person relating thereto, (y) the disposition of any receivables where there is no recourse to the Person consummating such disposition or (z) a disposition of defaulted receivables for collection and not as a financing arrangement, and together with any obligation of such Person to pay any discount, interest, fees, indemnities, penalties, recourse, expenses or other amounts in connection therewith,

(h) every obligation of such Person (an "equity related purchase obligation") to purchase, redeem, retire or otherwise acquire for value (i) any shares of capital stock of any class issued by such Person, (ii) any warrants, options or other rights to acquire any such shares, or (iii) any rights measured by the value of such shares, warrants, options or other rights, other than any equity related purchase obligation which is satisfied solely by the issuance of the capital stock of such Person and not cash,

(i) every obligation in respect of Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent that such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor and such terms are enforceable under applicable law,

(j) every obligation, contingent or otherwise, of such Person guaranteeing, or otherwise acting as surety for, any obligation of a type described in any of clauses (a) through (i) (the "primary obligation") of another Person (the "primary obligor"), in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase of) any security for the payment of such primary obligation, (ii) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation.

The "amount" or "principal amount" of any Indebtedness at any time of determination represented by (v) any Indebtedness, issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with generally accepted accounting principles, (w) any Capitalized Lease shall be the principal component of the aggregate of the rentals obligation under such Capitalized Lease payable over the term thereof that is not subject to termination by the lessee, (x) any sale of receivables shall be the amount of unrecovered capital or principal investment of the purchaser (other than the Borrower or any of its wholly-owned Subsidiaries) thereof, excluding amounts representative of yield or interest earned on such investment, (y) any Synthetic Lease shall be the stipulated loss value, termination value or other equivalent amount, and (z) any equity related purchase obligation shall be the maximum fixed redemption or purchase price

thereof inclusive of any accrued and unpaid dividends to be comprised in such redemption or purchase price.

Ineligible Securities. Securities which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

Interest Payment Date. (a) As to any Base Rate Loan, the last day of the calendar quarter with respect to interest accrued during such calendar quarter, including, without limitation, the calendar quarter which includes the Drawdown Date of such Base Rate Loan and; (b) as to any LIBOR 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 three (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 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 or as otherwise required by the terms of this Credit Agreement (i) for any Base Rate Loan, the last day of the calendar quarter; (ii) for any Money Market Rate Loan, 1, 2, 3, 4, 5, 6 or 7 days; and (iii) for any LIBOR Rate Loan, 1, 2, 3, or 6 months; and (b) thereafter, each period commencing on the day immediately following the end of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set 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 LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, that Interest Period shall be extended to the next succeeding LIBOR 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 LIBOR Business Day;

(b) if any Interest Period with respect to a Base Rate Loan or a Money Market 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 LIBOR 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 LIBOR Rate Loan that begins on the last LIBOR 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 LIBOR Business Day of a calendar month; and

(e) any Interest Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date.

International Standby Practices. With respect to any standby Letter of Credit, International Standby Practices (ISP98), International Chamber of Commerce Publication No. 590, or any successor

code of standby letter of credit practices among banks adopted by the Agent in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Letter of Credit.

Investments. All expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of stock or Indebtedness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guaranties (or other commitments as described under Indebtedness), or 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 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.

IPO. The initial public offering of the common stock of the Borrower.

LaSalle Loan Agreement. The Credit Agreement, dated as of March 31, 2000, between the Borrower and LaSalle Bank National Association, pursuant to which LaSalle Bank National Association has agreed to lend to the Borrower $17,000,000.

LaSalle Loan Documents. The LaSalle Loan Agreement and all agreements and documents required to be entered into or delivered in connection therewith, each in the form delivered to the Agent prior to the Closing Date.

Letter of Credit. See Section 4.1.1.

Letter of Credit Application. See Section 4.1.1.

Letter of Credit Fee. See Section 4.6.

Letter of Credit Participation. See Section 4.1.4.

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) Consolidated EBITDA of the Borrower and its Subsidiaries for the Reference Period ending on such date.

LIBOR 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.

LIBOR 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 LIBOR Rate Loans.

LIBOR Rate. For any Interest Period with respect to a LIBOR 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 LIBOR 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.

LIBOR Rate Loans. Loans bearing interest calculated by reference to the LIBOR Rate.

Loan Documents. This Credit Agreement, the Notes, the Letter of Credit Applications, the Letters of Credit and the Guaranty.

Loan Request. See Section 2.6.

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

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%) of the Total Commitment.

Maturity Date. March 29, 2003.

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.

Money Market Rate. The fixed rate of interest quoted by the Agent on the first day of any Interest Period which is the rate the Agent is willing to charge with respect to a Money Market Rate Loan to be made by the Agent during such period.

Money Market Rate Loan. Loans being interest calculated by reference to the Money Market Rate.

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.

Note 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.

Notes. See Section 2.4.

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 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.

Permitted Acquisition. See Section 9.5.1.

Permitted Liens. Liens, security interests and other encumbrances permitted by Section 9.2.

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

Purchase Price. See Section 9.5.1.

Quick Ratio. As at any date of determination, the ratio of (a) Consolidated Quick Assets of the Borrower and its Subsidiaries on such date, to
(b) Consolidated Current Liabilities of the Borrower and its Subsidiaries on such date.

Rate Adjustment Period. As defined in the definition of "Applicable Margin."

RCRA. See Section 7.17(a).

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

Reference Period. As of any date of determination, the period of four
(4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such date, or if such date is not a fiscal quarter end date, the period of four
(4) consecutive fiscal quarters most recently ended.

Register. See Section 19.3.

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 4.2.

Restricted Payment. In relation to the Borrower and its Subsidiaries, any (a) Distribution or (b) payment or prepayment by the Borrower or its Subsidiaries to the Borrower's shareholders or to any Affiliate of the Borrower or the Borrower's shareholders.

SARA. See Section 7.17(a).

Section 20 Subsidiary. A Subsidiary of the bank holding company controlling any Bank, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

Settlement. The making or receiving of payments, in immediately available funds, by the Banks, to the extent necessary to cause each Bank's actual share of the outstanding amount of Loans (after giving effect to any Loan Request) to be equal to such Bank's Commitment Percentage of the

outstanding amount of such Loans (after giving effect to any Loan Request), in any case where, prior to such event or action, the actual share is not so equal.

Settlement Amount. See Section 2.9.1.

Settlement Date. (a) The date which is seven (7) days from the Drawdown Date of any Money Market Rate Loan made pursuant to Section 2.6.2 hereof, or if such day is not a Business Day, the Business Day immediately follOwing such Business Day, (b) at the option of the Agent, on any Business Day following a day on which the account officers of the Agent active upon the Borrower's account become aware of the existence of an Event of Default, (c) any Business Day on which the amount of Loans outstanding from Fleet plus Fleet's Commitment Percentage of the sum of the Maximum Drawing Amount and any Unpaid Reimbursement Obligations is equal to or greater than Fleet's Commitment Percentage of the Total Commitment, or (d) any day on which any conversion of a Money Market Rate Loan to a Base Rate Loan or a Eurodollar Rate Loan occurs.

Settling Bank. See Section 2.9.1.

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. As defined in paragraph (f) of the definition of "Indebtedness."

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, purchase money Indebtedness and with respect to Capitalized Leases and Synthetic Leases, determined on a consolidated basis in accordance with generally accepted accounting principles.

Type. As to any Loan, its nature as a Base Rate Loan, a Money Market Rate Loan or a LIBOR 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 4.2.

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.

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.

(c) A reference to any law includes any amendment or modification to such law.

(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 Commonwealth of Massachusetts, 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.

(j) Unless otherwise expressly indicated, in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each mean "to but excluding," and the word "through" means "to and including."

(k) This Credit Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are, however, cumulative and are to be performed in accordance with the terms thereof.

(l) This Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Agent and the Borrower and are the product of discussions and negotiations among all parties. Accordingly, this Credit Agreement and the other Loan Documents are not intended to be construed against the Agent or any of the Banks merely on account of the Agent's or any Bank's involvement in the preparation of such documents.

(m) All pro forma computations required to be made hereunder giving effect to any acquisition, investment, sale, disposition, merger or similar event shall reflect on a pro forma basis such event and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness,

but shall not take into account any projected synergies or similar benefits expected to be realized as a result of such event.

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 from the Closing Date up to but not including the 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 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 Total Commitment. The Loans shall be made pro rata in accordance with each Bank's Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 11 and Section 12, in the case of the initial Loans to be made on the Closing Date, And Section 12, in the case of all other 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 (the "Commitment Fee") calculated in accordance with the pricing grid contained in the definition of "Applicable Margin" for the Commitment Fee on a per annum basis on the average daily amount during each calendar quarter or portion thereof from the date hereof to the 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 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 Maturity Date or any earlier date on which the Commitments shall terminate.

2.3. REDUCTION OF TOTAL COMMITMENT. The Borrower shall have the right at any time and from time to time upon five (5) Business Days prior written notice to the Agent to reduce by $1,000,000 or an integral multiple 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.

2.4. THE NOTES. The Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (each a "Note"), dated as of the Closing Date and completed with appropriate insertions. One 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 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 Loan or at the time of receipt of any payment of principal on such Bank's Note, an appropriate notation on such Bank's Note

Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on such Bank's 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 Note Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due.

2.5. INTEREST ON LOANS. Except as otherwise provided in Section 5.10,

(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 rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate Loans.

(b) Each LIBOR 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 rate of per annum equal to the LIBOR Rate determined for such Interest Period, plus the Applicable Margin for LIBOR Rate Loans.

(c) Each Money Market 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 rate per annum equal to the Money Market Rate.

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

2.6. REQUESTS FOR LOANS.

2.6.1. GENERAL. The Borrower shall give to the Agent written notice in the form of Exhibit B hereto (or telephonic notice confirmed in a writing in the form of Exhibit B hereto) of each 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) LIBOR Business Days prior to the proposed Drawdown Date of any LIBOR Rate Loan. Each such notice shall specify (i) the principal amount of the Loan requested, (ii) the proposed Drawdown Date of such Loan, (iii) the Interest Period for such Loan and (iv) the Type of such Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Banks thereof. Each Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Banks on the proposed Drawdown Date. Each Loan Request shall be in a minimum aggregate amount of $1,000,000 or an integral multiple thereof.

2.6.2. SWING LINE. Notwithstanding the notice and minimum amount requirements set forth in Section 2.6.1 but otherwise in accordance with the terms and conditions of this Credit Agreement, the Agent may, in its sole discretion and without conferring with the Banks, make Money Market Rate Loans to the Borrower in an amount requested by the Borrower, but in no event shall the aggregate amount of all Money Market Rate Loans outstanding at any one time exceed $5,000,000. The Borrower hereby requests and authorizes the Agent to make from time to time such Money Market Rate Loan so requested. The Borrower acknowledges and agrees that the making of such Money Market Rate Loans shall, in each case, be subject in all respects to the provisions of this Credit Agreement as if they were Loans covered by a Loan Request including, without limitation, the limitations set forth in Section 2.1 and the requirements that the

applicable provisions of Section 11 (in the case of Loans made on the Closing Date) and Section 12 be satisfied. All actions taken by the Agent pursuant to the provisions of this Section 2.6.2 shall be conclusive and binding on the Borrower and the Banks absent the Agent's gross negligence or willful misconduct. Loans made pursuant to this Section 2.6.2 shall be Money Market Rate Loans until converted in accordance with the provisions of the Credit Agreement and, prior to a Settlement, such interest shall be for the account of the Agent.

2.6.2.1. PROCEDURAL REQUIREMENT. Money Market Rate Loans shall be requested and funded in accordance with the procedures set forth below. Each request for a Money Market Rate Loan shall be referred to as an "Advance Request".

2.6.2.2. ADVANCE REQUESTS. In the event the Borrower desires to borrow any Money Market Rate Loan, the Borrower may request by telephone (a "Rate Request") that the Agent on any Business Day give the Borrower a firm quotation of the Money Market Rate Loan which would be applicable to a Money Market Rate Loan to be made on such day for an Interest Period commencing on the date of such Rate Request. Each Rate Request shall (a) specify the aggregate principal amount of the Money Market Rate Loan to which such rate quotation would apply (which shall be in integral multiples of $100,000), (b) the Interest Period being requested for such Money Market Rate Loan and (c) be received by the Agent not later than 11:00
a.m., Boston time, on such day. At or before 12:00 noon, Boston time, the Agent shall notify the Borrower by telephone, telex or telecopier of the Money Market Rate which would apply to such Money Market Rate Loan; provided, however, that the Agent may, in its sole and absolute discretion, decline to give any such quotation. Such rate quotation shall remain in effect for one hour on such day. If the Borrower wishes to accept the rate quotation from the Agent, and thereby request such Money Market Rate Loan, the Borrower shall give the Agent written notice of acceptance (a "M/M Rate Acceptance"), no later than the expiration of such one hour period. Each M/M Rate Acceptance may be given by telex or telecopier (confirmed by letter), and shall confirm the Borrower's acceptance of such rate quotation and the aggregate principal amount of the Money Market Rate Loan requested. Each Advance Request made by the Borrower shall

(a) obligate the Borrower to borrow the

principal amount of the Money Market Rate Loan requested thereby; and

(b) constitute a representation and warranty by the Borrower to the Agent that all of the conditions set forth in Section 11 and Section 12 hereof have been satisfied.

An Advance Request made by the Borrower shall be valid if given by an officer or other agent of the Borrower identified as being an officer or agent authorized by the Borrower to give such notices in a certificate executed by the Secretary of the Borrower and delivered to the Agent. The Agent is authorized to accept any telephonic Advance Requests or Rate Requests if, in good faith, it believes them to have been given by such an authorized person, and the Borrower shall be obligated to borrow the amount of the Money Market Rate Loan requested thereby and repay all such Money Market Rate Loans made by the Agent. Any Advance Request or Rate Request made by an officer or other agent of the Borrower identified as being an officer or agent authorized by the Borrower shall be binding upon the Borrower until such time as the Agent has received

written notification from the Borrower in the form of a certificate executed by the Secretary of the Borrower and delivered to the Agent that such officer or agent, as the case may be, is no longer authorized by the Borrower to give such notice.

2.7. CONVERSION OPTIONS.

2.7.1. CONVERSION TO DIFFERENT TYPE OF LOAN. The Borrower may elect from time to time to convert any outstanding Loan to a Loan of another Type, provided that (a) with respect to any such conversion of a 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 Money Market Rate Loan or a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days prior written notice of such election; (c) with respect to any such conversion of a LIBOR Rate Loan into a Base Rate Loan, 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 LIBOR 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 Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. All or any part of outstanding Loans of any Type may be converted into a Loan of another Type as provided herein, provided that any partial conversion shall be in an aggregate principal amount of $1,000,000 or an integral multiple thereof plus an integral multiple of $100,000 in excess thereof. Each Conversion Request relating to the conversion of a Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.

2.7.2. CONTINUATION OF TYPE OF LOAN. Any Loan of any Type may be continued as a 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 Money Market Rate Loan or LIBOR 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 Money Market Rate Loan or LIBOR Rate Loan as such, then such Money Market Rate Loan or LIBOR Rate Loan, as the case may be, shall be 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. LIBOR RATE LOANS. Any conversion to or from LIBOR 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 LIBOR Rate Loans having the same Interest Period shall not be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof. In addition, there shall be more than five (5) LIBOR Rate Loans outstanding at any one time.

2.8. FUNDS FOR LOAN.

2.8.1. FUNDING PROCEDURES. Not later than 11:00 a.m. (Boston time) on the proposed Drawdown Date of any 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 Loans. Upon receipt from each Bank of such amount, and upon receipt of the documents required by Sections 11 and 12 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 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 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 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 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 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 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 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 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 Loans made on such Drawdown Date.

2.9. SETTLEMENTS.

2.9.1. GENERAL. On each Settlement Date, the Agent shall, not later than 11:00 a.m. (Boston time), give telephonic or facsimile notice (a) to the Banks and the Borrower of the respective outstanding amount of Money Market Rate Loans made by the Agent on behalf of the Banks from the immediately preceding Settlement Date through the close of business on the prior day and the amount of any Base Rate Loan or LIBOR Rate Loans to be made (following the giving of notice pursuant to
Section 2.6.1(b)) on such date pursuant to a Loan Request and (b) to the Banks of the amount (a "Settlement Amount") that each Bank (a "Settling Bank") shall pay to effect a Settlement of any Money Market Rate Loan. A statement of the Agent submitted to the Banks and the Borrower or to the Banks with respect to any amounts owing under this
Section 2.9 shall be prima facie evidence of the amount due and owing. Each Settling Bank shall, not later than 3:00 p.m. (Boston time) on such Settlement Date, effect a wire transfer of immediately available funds to the Agent in the amount of the Settlement Amount for such Settling Bank. On the Settlement Date, all outstanding Money Market Rate Loans shall automatically be converted into Base Rate Loans. All funds advanced by any Bank as a Settling Bank pursuant to this Section 2.9 shall for all purposes be treated as a Base Rate Loan made by such Settling Bank to the Borrower and all funds received by any Bank pursuant to this Section 2.9 shall for all purposes be treated as repayment of amounts owed with respect to Loans made by such Bank. In the event that any

bankruptcy, reorganization, liquidation, receivership or similar cases or proceedings in which the Borrower is a debtor prevent a Settling Bank from making any Loan to effect a Settlement as contemplated hereby, such Settling Bank will make such dispositions and arrangements with the other Banks with respect to such Money Market Rate Loans, either by way of purchase of participations, distribution, pro tanto assignment of claims, subrogation or otherwise as shall result in each Bank's share of the outstanding Loans being equal, as nearly as may be, to such Bank's Commitment Percentage of the outstanding amount of the Loans.

2.9.2. FAILURE TO MAKE FUNDS AVAILABLE. The Agent may, unless notified to the contrary by any Settling Bank prior to a Settlement Date, assume that such Settling Bank has made or will make available to the Agent on such Settlement Date the amount of such Settling Bank's Settlement Amount, 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 Settling Bank makes available to the Agent such amount on a date after such Settlement Date, such Settling 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 Settlement Amount, times (c) a fraction, the numerator of which is the number of days that elapse from and including such Settlement Date to the date on which the amount of such Settlement Amount shall become immediately available to the Agent, and the denominator of which is 360. A statement of the Agent submitted to such Settling Bank with respect to any amounts owing under this Section 2.10.2 shall be prima facie evidence of the amount due and owing to the Agent by such Settling Bank. If such Settling Bank's Settlement Amount is not made available to the Agent by such Settling Bank within three
(3) Business Days following such Settlement 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 Loans as of such Settlement Date.

2.9.3. NO EFFECT ON OTHER BANKS. The failure or refusal of any Settling Bank to make available to the Agent at the aforesaid time and place on any Settlement Date the amount of such Settling Bank's Settlement Amount shall not (a) relieve any other Settling Bank from its several obligations hereunder to make available to the Agent the amount of such other Settling Bank's Settlement Amount or (b) impose upon any Bank, other than the Settling Bank so failing or refusing, any liability with respect to such failure or refusal or otherwise increase the Commitment of such other Bank.

3. REPAYMENT OF THE LOANS.

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

3.2. MANDATORY REPAYMENTS OF LOANS. If at any time the sum of the outstanding amount of the Loans, the Maximum Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Commitment, 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 Loans; and third, to provide to the Agent cash collateral for Reimbursement Obligations as contemplated by Section 4.2(b) and
(c). Each payment of any Unpaid Reimbursement Obligations or

prepayment of 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 Note, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion.

3.3. OPTIONAL REPAYMENTS OF LOANS. The Borrower shall have the right, at its election, to repay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium, provided that any full or partial prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to this
Section 3.3 may be made only on the last day of the Interest Period relating thereto. The Borrower shall give the Agent, no later than 10:00 a.m., 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) LIBOR Business Days notice of any proposed prepayment pursuant to this Section 3.3 of LIBOR Rate Loans, in each case specifying the proposed date of prepayment of Loans and the principal amount to be prepaid. Each such partial prepayment of the Loans shall be in an integral multiple of $1,000,000, 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 to the principal of Base Rate Loans and then to the principal of LIBOR Rate Loans, at the Agent's option. 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 Note, with adjustments to the extent practicable to equalize any prior repayments not exactly in proportion.

4. LETTERS OF CREDIT.

4.1. LETTER OF CREDIT COMMITMENTS.

4.1.1. 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 4.1.4 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 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 $5,000,000 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 Loans outstanding shall not exceed the Total Commitment. Notwithstanding the foregoing, the Agent shall have no obligation to issue any Letter of Credit to support or secure any Indebtedness of the Borrower or any of its Subsidiaries to the extent that such Indebtedness was incurred prior to the proposed issuance date of such Letter of Credit, unless in any such case the Borrower demonstrates to the satisfaction of the Agent that (x) such prior incurred Indebtedness was then fully secured by a prior perfected and unavoidable security interest in collateral provided by the Borrower or such Subsidiary to the proposed beneficiary of such Letter of Credit or (y) such prior incurred Indebtedness was then secured or supported by a letter of credit issued for the account of the Borrower or such Subsidiary and the reimbursement obligation with respect to such letter of credit was fully secured by a prior perfected and unavoidable security interest in collateral provided to the issuer of such letter of credit by the Borrower or such Subsidiary.

4.1.2. 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.

4.1.3. 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 Maturity Date. Each Letter of Credit so issued, extended or renewed shall be subject to the Uniform Customs or, in the case of a standby Letter of Credit, either the Uniform Customs or the International Standby Practices.

4.1.4. 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 4.2 (such agreement for a Bank being called herein the "Letter of Credit Participation" of such Bank).

4.1.5. 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 4.2 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 4.2.

4.2. 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,

(a) except as otherwise expressly provided in Section 4.2(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) 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 13, 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 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, 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 5.10 for overdue principal on the Loans.

4.3. 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 4.2 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 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.

4.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this
Section 4 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 4.2 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.

4.5. RELIANCE BY ISSUER. To the extent not inconsistent with Section 4.4, 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 Credit 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 Notes or of a Letter of Credit Participation.

4.6. LETTER OF CREDIT FEE. The Borrower shall, on the date of issuance or any extension or renewal of any Letter of Credit pay a fee (in each case, a "Letter of Credit Fee") to the Agent (a) in respect of each standby Letter of Credit, calculated at the Applicable Margin per annum for LIBOR Rate Loans on the face amount of such standby Letter of Credit, plus, to the extent there is more than one Bank party to the Credit Agreement, a fee equal to one-eighth of one percent (1/8%) per annum of the face amount of such standby Letter of Credit (the "Standby Fronting Fee"), which Standby Fronting Fee shall be for the account of the Agent, as a fronting fee, and the balance of which Letter of Credit Fee shall be for the accounts of the Banks in accordance with their respective Commitment Percentages and (b) in respect of each documentary Letter of Credit calculated at the Applicable Margin per annum for LIBOR Rate Loans on the face amount of such documentary Letter of Credit, plus to the extent there is more than one Bank party to the Credit Agreement, a fee equal to one-eighth of one percent (1/8%) per annum on the face amount of such documentary Letter of Credit (the "Documentary Fronting Fee"), which Documentary Fronting Fee shall be for the account of the Agent, as a fronting fee, and the balance of which Letter of Credit Fee shall be for the accounts of the Banks in accordance with their respective Commitment Percentages. The Letter of Credit Fee, the Standby Fronting Fee and the Documentary Fronting Fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter for the calendar quarter then ending. In respect of each Letter of Credit, the Borrower shall also pay to the Agent for the Agent's own account, at such other time or times as such charges are customarily made by the Agent, the Agent's customary issuance, amendment, negotiation or document examination and other administrative fees as in effect from time to time.

5. CERTAIN GENERAL PROVISIONS.

5.1. CLOSING FEES. The Borrower agrees to pay to the Agent for the pro rata accounts of the Banks on the Closing Date a closing fee in the amount of and at the times set forth in the Fee Letter.

5.2. FUNDS FOR PAYMENTS.

5.2.1. 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 on the due date thereof 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 place that the Agent may from time to time designate, in each case at or about 11:00 a.m. (Boston, Massachusetts, time or other local time at the place of payment) and in immediately available funds.

5.2.2. NO OFFSET, ETC. All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without recoupment, 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, the Borrower will pay to the Agent, for the account of the Banks or (as the case may be) the 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.

5.3. COMPUTATIONS. All computations of interest on 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 LIBOR 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 LIBOR 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 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.

5.4. INABILITY TO DETERMINE LIBOR RATE. In the event, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine or be notified by the Majority Banks that adequate and reasonable methods do not exist for ascertaining the LIBOR Rate that would otherwise determine the rate of interest to be applicable to any LIBOR 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 LIBOR Rate Loans shall be automatically withdrawn and shall be deemed a request for Base Rate Loans, (b) each LIBOR 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 LIBOR 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.

5.5. ILLEGALITY. Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or in the interpretation or application thereof shall make it unlawful for any Bank to make or maintain LIBOR 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 LIBOR Rate Loans or convert Loans of another Type to LIBOR Rate Loans shall forthwith be suspended and (b) such Bank's Loans then outstanding as LIBOR Rate Loans, if any, shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR 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 5.5, including any interest or fees payable by such Bank to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder.

5.6. ADDITIONAL COSTS, ETC. If any present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and 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, capital adequacy 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, or

(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, 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 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. Each Bank shall allocate such cost increases among its customers in good faith and on an equitable basis.

5.7. 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.

5.8. CERTIFICATE. A certificate setting forth any additional amounts payable pursuant to Sections 5.6 or 5.7 and a brief explanation of such amounts which are due, submitted by any Bank or the Agent to the Borrower, shall be conclusive, absent manifest error, that such amounts are due and owing.

5.9. 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 LIBOR 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 LIBOR Rate Loans, (b) default by the Borrower in making a borrowing or conversion after the Borrower has given (or is deemed to have given) a Loan Request or a Conversion Request relating thereto in accordance with Section 2.6 or Section 2.7 or (c) the making of any payment of a LIBOR 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.

5.10. 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 (2.0%) above the rate of interest otherwise applicable to such Loans pursuant to Section 2.5 until such amount shall be paid in full (after as well as before judgment)

6. GUARANTIES.

6.1. GUARANTIES OF SUBSIDIARIES. The Obligations shall be guaranteed pursuant to the terms of the Guaranty.

7. REPRESENTATIONS AND WARRANTIES.

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

7.1. CORPORATE AUTHORITY.

7.1.1. 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 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 materially adverse effect on the business, assets or financial condition of the Borrower or such Subsidiary.

7.1.2. 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 and (d) do not conflict with any provision of the corporate charter or bylaws of, or any agreement or other instrument binding upon, the Borrower or any of its Subsidiaries.

7.1.3. 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, 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.

7.2. 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 do not require the approval or consent of, or filing with, any governmental agency or authority other than those already obtained.

7.3. TITLE TO PROPERTIES; LEASES. Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own 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 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.

7.4. FINANCIAL STATEMENTS AND PROJECTIONS.

7.4.1. FISCAL YEAR. The Borrower and each of its Subsidiaries has a fiscal year which is the twelve months ending on September 30 of each calendar year.

7.4.2. 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 PricewaterhouseCoopers LLP. 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.

7.4.3. 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 2000 to 2002 fiscal years, copies of which have been delivered to each Bank, disclose all assumptions made with respect to general economic, financial and market conditions used in formulating such projections. To the knowledge of the Borrower or any of its Subsidiaries, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections. The projections are based upon reasonable estimates and assumptions, have been prepared on the basis of the assumptions stated therein and reflect the reasonable estimates of the Borrower and its Subsidiaries of the results of operations and other information projected therein.

7.4.4. SOLVENCY. The Borrower and its Subsidiaries, on a consolidated and consolidating 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 due and payable, and (d) have, and expect 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.

7.5. NO MATERIAL CHANGES, ETC. 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 changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business or financial condition of the Borrower or any of its Subsidiaries. Since the Balance Sheet Date, the Borrower has not made any Distributions.

7.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. Except as set forth in Schedule 7.7, neither the Borrower nor any Subsidiary has received written notice from any Person alleging or claiming that the Borrower or any Subsidiary is infringing any patent, trademark, copyright or any other intellectual

property rights of such Person, and, in addition, neither the Borrower nor any Subsidiary has any actual knowledge of any claim by any Person that would preclude the Borrower or such Subsidiary from possessing and otherwise using all franchises, patents (if any), copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, which are adequate for the conduct of its business substantially as now conducted.

7.7. LITIGATION. Except as set forth in Schedule 7.7 hereto, there are no actions, suits, proceedings or investigations of any kind pending or, to the best of the Borrower's knowledge, threatened against the Borrower or any of its Subsidiaries before any court, tribunal or administrative agency or board that, if adversely determined, might, either in any case or in the aggregate, materially adversely affect the properties, assets, financial condition or business of the Borrower and its Subsidiaries 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, 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.

7.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor any of its Subsidiaries is subject to any charter, corporate or, to the best of the Borrower's knowledge, 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 on the business, assets or financial condition of the Borrower or any of its Subsidiaries. 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 on the business of the Borrower or any of its Subsidiaries.

7.9. 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, to the best of the Borrower's knowledge, 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 materially and adversely affect the financial condition, properties or business of the Borrower or any of its Subsidiaries.

7.10. TAX STATUS. The Borrower and its Subsidiaries (a) have made or filed all federal and state 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.

7.11. NO EVENT OF DEFAULT. No Default or Event of Default has occurred and is continuing.

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

7.13. 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.

7.14. CERTAIN TRANSACTIONS. Except 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.

7.15. EMPLOYEE BENEFIT PLANS.

7.15.1. IN GENERAL. Each Employee Benefit Plan and each Guaranteed Pension Plan of the Borrower and its Subsidiaries has been maintained and operated and is being 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. The Borrower has heretofore 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.

7.15.2. TERMINABILITY OF WELFARE PLANS. No Employee Benefit Plan of the Borrower or any Subsidiary, 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 the applicable state insurance laws and certain retiree medical and life insurance benefits. The Borrower may terminate 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.

7.15.3. GUARANTEED PENSION PLANS. Each contribution required to be made to a Guaranteed Pension Plan by the Borrower or any Subsidiary, 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 to 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 (other than an ERISA Reportable Event as to which the requirement of 30 days

notice has been waived), 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 did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans.

7.15.4. MULTIEMPLOYER PLANS. Neither the Borrower nor any ERISA Affiliate has incurred any material liability (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.

7.16. USE OF PROCEEDS.

7.16.1. GENERAL. The proceeds of the Loans shall be used for working capital, general corporate purposes (including, without limitation, financing all or any portion of any Permitted Acquisition) and capital expenditures. The Borrower will obtain Letters of Credit solely for working capital and general corporate purposes.

7.16.2. REGULATIONS U AND X. 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.

7.16.3. INELIGIBLE SECURITIES. No portion of the proceeds of any Loans is to be used, and no portion of any Letter of Credit is to be obtained, for the purpose of knowingly purchasing, or providing credit support for the purchase of, during the underwriting or placement period or within thirty (30) days thereafter, any Ineligible Securities underwritten or privately placed by a Section 20 Subsidiary.

7.17. ENVIRONMENTAL COMPLIANCE. The Borrower has taken all necessary steps to investigate the past and present condition and usage of the Real Estate 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 the Real Estate or any operations thereon is in violation, or, to the best of the Borrower's knowledge, 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 ("SARA"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any 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 on the environment or the business, assets or financial condition of the Borrower or any of its Subsidiaries;

(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 300 Appendix B; (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 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 7.17 attached hereto: (i) no portion of the 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 the 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 the Real Estate except in accordance with applicable Environmental Laws; (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 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 on the value of any of the Real Estate or adjacent properties or the environment; (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, may have come to be located on, and which would have a material adverse effect on the value of, the Real Estate; and (v) in addition, any Hazardous Substances that have been generated on any of the Real Estate 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 of the Real Estate is subject to any applicable 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 governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement by virtue of the transactions set forth herein and contemplated hereby, or to the effectiveness of any other transactions contemplated hereby.

7.18. SUBSIDIARIES, ETC. Except as set forth on Schedule 7.18(a) hereto, the Borrower has no Subsidiaries. Except as set forth on Schedule 7.18(b) hereto, neither the Borrower nor any Subsidiary of the Borrower is engaged in any joint venture or partnership with any other Person.

7.19. DISCLOSURE. None of this Credit Agreement or any of the other Loan Documents contains any untrue statement of a material fact or omits to state a material fact (known to the Borrower or any of its Subsidiaries in the case of any document or information not furnished by it or any of its Subsidiaries) necessary in order to make the statements herein or therein not misleading. There is no fact known to the Borrower or any of its Subsidiaries which materially adversely affects, or which is reasonably likely in the future to materially adversely affect, the business, assets, financial condition or prospects of the Borrower or any of its Subsidiaries, exclusive of effects resulting from changes in general economic conditions, legal standards or regulatory conditions.

8. 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:

8.1. 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 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.

8.2. MAINTENANCE OF OFFICE. The Borrower will maintain its chief executive office in Aurora, Illinois, or at such other place in the United States of America as the Borrower shall designate upon written notice to the Agent, where notices, presentations and demands to or upon the Borrower in respect of the Loan Documents to which the Borrower is a party may be given or made.

8.3. 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, and (c) at all times engage PricewaterhouseCoopers LLP or other independent certified public accountants satisfactory to the Agent as the independent certified public accountants of the Borrower and its Subsidiaries 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 its Subsidiaries and the appointment in such capacity of a successor firm as shall be satisfactory to the Agent.

8.4. 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 PricewaterhouseCoopers LLP 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 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 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 (the "Compliance Certificate") in substantially the form of Exhibit C hereto 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 or sent to the stockholders of the Borrower;

(e) from time to time upon request of the Agent, projections of the Borrower and its Subsidiaries updating those projections delivered to the Banks and referred to in Section 7.4.2 or, if applicable, updating any later such projections delivered in response to a request pursuant to this Section 8.4(e); and

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

8.5. NOTICES.

8.5.1. 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 or 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, 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.

8.5.2. 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 federal, state or local environmental agency 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 federal, state or local environmental agency or board, that has the potential to materially affect the assets, liabilities, financial conditions or operations of the Borrower or any of its Subsidiaries.

8.5.3. NOTIFICATION OF CLAIM AGAINST ASSETS. 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 to which any of the Borrower's or any Subsidiary assets are subject.

8.5.4. 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 materially adverse effect on the Borrower or any of its Subsidiaries and stating the nature and status of such litigation or proceedings. The Borrower will, and 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 $5,000,000.

8.6. 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 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 8.6 shall prevent the Borrower from 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 in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

8.7. 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.

8.8. 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.

8.9. INSPECTION OF PROPERTIES AND BOOKS, ETC.

8.9.1. 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.

8.9.2. 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 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 8.9.2.

8.10. 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. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government 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 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.

8.11. EMPLOYEE BENEFIT PLANS. The Borrower will (a) promptly upon filing the same with the Department of Labor or Internal Revenue Service upon 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, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under Sections 4041A, 4202, 4219, 4242, or 4245 of ERISA.

8.12. USE OF PROCEEDS. The Borrower will use the proceeds of the Loans solely for the purposes specified in Section 7.16.1. The Borrower will obtain Letters of Credit solely for general corporate purposes.

8.13. REPLACEMENT INSTRUMENTS. Upon receipt of an affidavit of an officer of the Agent or any Bank as to the loss, theft, destruction or mutilation of any Note, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note, the Borrower shall issue, in lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor.

8.14. NEW GUARANTORS. The Borrower will cause each Domestic Subsidiary created, acquired or otherwise existing, on or after the Closing Date to immediately become a Guarantor on the Closing Date or on the date of its acquisition or formation, as the case may be, and shall cause such Domestic Subsidiary to execute and deliver to the Agent, for the benefit of the Agent and the Banks, a Guaranty, together with legal opinions in form and substance satisfactory to the Agent to be delivered to the Agent and the Banks opining as to authorization validity and enforceability of such Guaranty and as to the due incorporation, and legal existence of such Domestic Subsidiary.

8.15. ADDITIONAL SUBSIDIARIES. If, after the Closing Date, the Borrower or any of its Subsidiaries creates or acquires, either directly or indirectly, any Subsidiary, it will immediately notify the Agent of such creation or acquisition, as the case may be, and provide the Agent with an updated Schedule 7.18(a) hereof and take all other actions required by Section 8.14 and
Section 9.5.1 hereof.

8.16. 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.

9. CERTAIN NEGATIVE 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 obligations to issue, extend or renew any Letters of Credit:

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

(c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease or Synthetic Lease, provided that the aggregate principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $5,000,000 at any one time;

(d) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto;

(e) Indebtedness of a Subsidiary of the Borrower to the Borrower or a Guarantor so long as such Subsidiary is a Guarantor hereunder and remains a Subsidiary;

(f) unsecured Indebtedness of the Borrower evidenced by the LaSalle Loan Documents in an aggregate principal amount not to exceed $17,000,000 outstanding at any time;

(g) unsecured Indebtedness of the Borrower or any Subsidiary not otherwise permitted by this Section 9.1, provided that the aggregate amount of such Indebtedness permitted by this Section 9.1(g) does not exceed $5,000,000 outstanding at any time; and

(g) unsecured Indebtedness in respect of any Derivative Contracts, provided that such Derivative Contracts are entered into in the ordinary course of business and not for speculative purposes.

9.2. 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 incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist:

(a) liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower;

(b) 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;

(c) 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;

(d) liens on properties 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) liens of carriers, warehousemen, mechanics and materialmen, and other like liens on properties in existence less than 120 days from the date of creation thereof in respect of obligations not overdue;

(f) 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 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, which defects do not individually or in the aggregate have a materially adverse effect on the business of the Borrower individually or of the Borrower and its Subsidiaries on a consolidated basis;

(g) liens existing on the date hereof and listed on Schedule 9.2 hereto; and

(h) 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 9.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired.

9.3. 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 or 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 any other commercial banks organized under the laws of any other country which is a member of the OECD 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 or any OECD country that at the time of purchase have been rated and the ratings for which are not less than "P 1" if rated by Moody's Investors Service, Inc., and not less than "A 1" if rated by Standard and Poor's Rating Group;

(d) Investments existing on the date hereof and listed on Schedule 9.3 hereto;

(e) Investments with respect to Indebtedness permitted by
Section 9.1(e) so long as such entities remain Subsidiaries of the Borrower and remain Guarantors;

(f) Investments consisting of the Guaranty or Investments by the Borrower or any Guarantor in Subsidiaries of the Borrower which are also Guarantors; and

(g) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2.

9.4. RESTRICTED PAYMENTS. Neither the Borrower nor any Subsidiary will make any Restricted Payment, provided, however, notwithstanding anything to the contrary contained in this Credit Agreement, so long as no Default or Event of Default has occurred and is continuing or would exist as a result thereof, (a) any Subsidiary of the Borrower shall be permitted to make a Restricted Payment to the Borrower or a Guarantor, (b) the Borrower shall be permitted to make the Cabot Dividend, (c) the Borrower shall be permitted Restricted Payments to Cabot Corporation pursuant to the terms of the various agreements between the Borrower and Cabot Corporation, as described in the preliminary prospectus relating to the IPO dated March 15, 2000 (under the section entitled "Relationship between our Company and Cabot Corporation"), which agreements are in place on or before the date of the completion of the IPO; and (d) the Borrower shall be permitted to make Distributions (including, without limitation, any repurchase by the Borrower of any of its capital stock so long as such purchase price is not greater than the fair market value of such capital stock), provided, that the aggregate amount of such Distributions made over the life of this Credit Agreement does not exceed the amount equal to the lesser of (i) fifty percent (50%) of the Consolidated Net Income of the Borrower and its Subsidiaries (calculated on a cumulative basis from the Closing Date through and including the date of any such Distribution) and (ii) $25,000,000.

9.5. MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

9.5.1. 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) 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 provided, however, to the extent any Subsidiary is a Guarantor, the survivor of such merger or consolidation shall be a Guarantor; and (c) any merger or asset or stock acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the Borrower, or such Person's line of business is incidental to the Borrower's existing line of business (a "Permitted Acquisition") where (i) the Borrower has provided the Agent with written notice of such Permitted Acquisition, which notice shall include a reasonably detailed description of such Permitted Acquisition; (ii) the business to be acquired would not subject the Agent or the Banks to any additional regulatory or third party approvals in connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (iii) any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred or assumed pursuant to Section 9.1 hereof; (iv) the Borrower has provided the Agent with such other information as was reasonably requested by the Agent; (v) after the consummation of the Permitted Acquisition, to the extent such acquisition was a stock acquisition, either (A) the Person so acquired is merged with and into the Borrower or its Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger or (B) to the extent such Person is not merged with and into the Borrower or a Subsidiary, such Person shall become a Guarantor hereunder to the extent such Person is a Domestic Subsidiary;
(vi) the aggregate amount of the Purchase Price for all Permitted Acquisitions (or series of related acquisitions) shall not exceed $60,000,000 during the life of the Credit Agreement and, in addition the aggregate amount of the Purchase Price for all Permitted Acquisitions (or series of related acquisitions) which are payable in anything other than the capital stock of the Borrower shall not exceed $30,000,000 in the aggregate; (vii) no more than $15,000,000 in the aggregate of the Purchase Price for all Permitted Acquisitions (or

series of related acquisitions) may be funded with borrowings hereunder; (viii) the board of directors and the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered "friendly"; (ix) no Default or Event of Default has occurred and is continuing hereunder or will occur as a result of the Permitted Acquisition; (x) the Borrower has demonstrated to the satisfaction of the Agent that the Borrower is in compliance, on a pro forma basis, with the financial covenants contained in Section 10 hereof both before and after giving effect to such Permitted Acquisition; and (xi) the Borrower has delivered to the Agent a certificate of the chief financial officer of the Borrower to the effect that (A) the Borrower and its Subsidiaries, on a consolidated and consolidating basis, will be solvent upon the consummation of the Permitted Acquisition; (B) the pro forma Compliance Certificate fairly presents the financial condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition. For purposes of this Section 9.5.1, the Purchase Price shall be defined as the aggregate amount of consideration paid by the Borrower to the seller on the closing date of any Permitted Acquisition (including, without limitation, the aggregate amount of all potential earn-out payments and the aggregate amount of Indebtedness incurred or assumed in connection therewith regardless of the maturity date thereof). In addition, when valuing the capital stock component of the Purchase Price, the value of the Borrower's capital stock shall be valued in the manner consistent with the purchase agreement pertaining to the Permitted Acquisition, and, to the extent no such purchase agreement exists, or a valuation method is not detailed therein, then the value shall equal the average of the fair market value of the Borrower's capital stock for the ten (10) Business Days immediately preceding the date on which such Permitted Acquisition is consummated.

In the event any new Domestic Subsidiary is formed or acquired as a result of or in connection with any acquisition, the Loan Documents shall be amended and/or supplemented as necessary to make the terms and conditions of the Loan Documents applicable to such Domestic Subsidiary. Such Domestic Subsidiary shall, immediately upon its formation, creation or acquisition, become a Guarantor hereunder and shall execute and deliver to the Agent a Guaranty.

9.5.2. 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 sale of inventory, the licensing of intellectual property and the disposition of obsolete assets, in each case in the ordinary course of business consistent with past practices and (b) the disposition or other transfer of assets from the Borrower to any wholly-owned Domestic Subsidiary (which such Domestic Subsidiary complying with the conditions set forth in
Section 8.14 hereof).

9.6. SALE AND LEASEBACK. Except as permitted by Section 9.5.1, 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.

9.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Borrower will not, and will not permit any of its Subsidiaries to, (a) use any of the Real Estate or any portion thereof for the handling, processing, storage or disposal of Hazardous Substances, (b) cause or permit to be located on any of the Real Estate

any underground tank or other underground storage receptacle for Hazardous Substances, (c) generate any Hazardous Substances on any of the Real Estate, (d) conduct any activity at any Real Estate or use any 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 the Real Estate or (e) otherwise conduct any activity at any Real Estate or use any Real Estate in any manner that would violate any Environmental Law or bring such Real Estate in violation of any Environmental Law.

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

(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 posting 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.

9.9. BUSINESS ACTIVITIES. The Borrower will not, and will not permit any of its Subsidiaries to, engage directly or indirectly (whether through Subsidiaries or otherwise) in any type of business other than the businesses conducted by them on the Closing Date and in related businesses.

9.10. FISCAL YEAR. The Borrower will not, and will not permit any of it Subsidiaries to, change the date of the end of its fiscal year from that set forth in Section 7.4.1.

9.11. TRANSACTIONS WITH AFFILIATES. Except in respect of the agreements between the Borrower and Cabot Corporation described in section 9.4(c) hereof, the Borrower will not, and will not permit any of its Subsidiaries to, engage in any transaction with any Affiliate (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 such Affiliate or, to the knowledge of the Borrower, any corporation, partnership, trust or other entity in which any such Affiliate has a substantial interest or is an officer, director, trustee or partner, on terms more favorable to such Person than would have been obtainable on an arm's-length basis in the ordinary course of business.

9.12. UPSTREAM LIMITATIONS. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement, contract or arrangement (other than the Credit Agreement and the other

Loan Documents) restricting the ability of any Subsidiary to pay or make dividends or distributions in cash or kind to the Borrower, to make loans, advances or other payments of whatsoever nature to the Borrower, or to make transfer or distributions of all or any part of its assets to the Borrower.

9.13. INCONSISTENT AGREEMENTS. The Borrower will not, and will not 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 any of its Subsidiaries of their respective obligations hereunder or under any of the Loan Documents.

9.14. MODIFICATION OF DOCUMENTS. The Borrower will not, nor will it permit any of its Subsidiaries to, consent to or agree to any amendment, supplement or other modification to the Capitalization Documents or the LaSalle Loan Documents without the prior written consent of the Agent unless such amendment, supplement or modification would not have any material adverse effect on the Agent's or the Bank's rights under the Loan Documents or the Borrower's or any of its Subsidiaries' obligations under the Loan Documents.

10. FINANCIAL 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:

10.1. LEVERAGE RATIO. The Borrower will not at any time permit the Leverage Ratio to exceed 2.25:1.00.

10.2. QUARTERLY NET INCOME. The Borrower will not permit Consolidated Net Income (or Deficit) (a) for any single fiscal quarter to be greater than ($7,500,000) and (b) for any two (2) consecutive fiscal quarters to be greater than ($10,000,000).

10.3. DEBT SERVICE COVERAGE RATIO. The Borrower will not permit the Debt Service Coverage Ratio as at the end of any fiscal quarter for the Reference Period ending on such date to be less than 3.00:1.00.

10.4. QUICK RATIO. The Borrower will not permit the Quick Ratio to be less than 1.25:1.00 at any time.

11. CLOSING CONDITIONS.

The obligations of the Banks to make the initial Loans and of the Agent to issue any initial Letters of Credit shall be subject to the satisfaction of the following conditions precedent on or prior to the Closing Date:

11.1. 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.

11.2. CERTIFIED COPIES OF CHARTER DOCUMENTS. Each of the Banks shall have received from the Borrower and each Guarantor 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.

11.3. CORPORATE ACTION. All corporate action necessary for the valid execution, delivery and performance by the Borrower and each of the Guarantors 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.

11.4. INCUMBENCY CERTIFICATE. Each of the Banks shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Guarantor, 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 Guarantor, each of the Loan Documents to which the Borrower or such Guarantor 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.

11.5. UCC SEARCH RESULTS. The Agent shall have received from each of the Borrower and its Subsidiaries the results of UCC searches, indicating no liens other than Permitted Liens and otherwise in form and substance satisfactory to the Agent.

11.6. CERTIFICATES OF INSURANCE. The Agent shall have received 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.

11.7. 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 following the consummation of the transactions contemplated herein and in form and substance satisfactory to the Banks.

11.8. AUDITED FINANCIALS. The Agent shall have received from the Borrower, the consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended September 30, 1999, and the related consolidated statement of income and statement of cash flow for such year, such financials to be in reasonable detail, prepared in accordance with generally accepted accounting principles and certified without qualification by PricewaterhouseCoopers LLP.

11.9. COMPLETION OF IPO. The IPO shall have been completed on terms and conditions satisfactory to the Agent.

11.10. PRO FORMA BALANCE SHEET. The Agent shall have received from the Borrower, a pro forma balance sheet demonstrating that on the Closing Date, on a pro forma basis after giving effect to the IPO, and after giving effect to the borrowings hereunder, Indebtedness of the Borrower is less than $22,000,000.

11.11. 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 counsel to the Borrower and its Subsidiaries.

11.12. PAYMENT OF FEES. The Borrower shall have paid to the Banks or the Agent, as appropriate, the closing fees pursuant to Section 5.1

12. CONDITIONS TO ALL BORROWINGS.

The obligations of the Banks to make any Loan, including the initial 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:

12.1. 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.

12.2. 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.

12.3. 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.

12.4. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the transactions contemplated by this Credit Agreement, the other Loan Documents and 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. EVENTS OF DEFAULT; ACCELERATION; ETC.

13.1. 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, within three (3) days of 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;

(c) the Borrower shall fail to comply with any of its covenants contained in Section 8.1, 8.3, 8.4, 8.5.1, 8.6, 8.9, 8.12, 8.13, 8.14, 8.15, 9 and 10;

(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 13.1) 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 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 in an amount in excess of $5,000,000, 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 in an amount in excess of $5,000,000, 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, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations;

(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 $5,000,000;

(j) if any of the Loan Documents shall be cancelled, terminated, revoked or rescinded 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;

(k) 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 $5,000,000, or 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 $5,000,000, 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 that the Agent determines in its reasonable discretion that such event (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC of proceedings to terminate such Guaranteed Pension Plan;

(l) 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;

(m) 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) 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 on the business or financial condition of the Borrower or such Subsidiary;

(n) 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 on the business or financial condition of the Borrower or such Subsidiary;

(o) 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 or threatened 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 or such Subsidiary having a fair market value in excess of $5,000,000; or

(p) any person or group of persons (within the meaning of
Section 13 or 14 of the Securities Exchange Act of 1934, as amended) other than Cabot Corporation shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 20% or more of the outstanding shares of common stock of the Borrower; or, 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;

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 Section 13.1(g) or 13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Bank.

13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of Default specified in Section 13.1(g) or Section 13.1(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.

13.3. 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 13.1, each Bank, if owed any amount with respect to the 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.

13.4. DISTRIBUTION OF 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 its rights hereunder or under any of the other Loan Documents, 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 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, to all other Obligations in such order or preference as the Majority Banks may determine; provided, however, that
(i) distributions shall be made with respect to each type of Obligation owing to the Banks, such as interest, principal, fees and expenses, among the Banks pro rata, and (ii) 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 Commonwealth of Massachusetts; and

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

14. SETOFF.

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 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.

15. THE AGENT.

15.1. 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 "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.

15.2. EMPLOYEES AND AGENTS. The Agent may exercise its powers and execute its duties by or through employees or agents 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.

15.3. NO LIABILITY. Neither the Agent nor any of its shareholders, directors, officers or employees 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.

15.4. NO REPRESENTATIONS.

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

15.4.2. CLOSING DOCUMENTATION, ETC. For purposes of determining compliance with the conditions set forth in Section 11, each Bank that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by the Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be to be consent to or approved by or acceptable or satisfactory to such Bank, unless an officer of the Agent active upon the Borrower's account shall have received notice from such Bank prior to the Closing Date specifying such Bank's objection thereto and such objection shall not have been withdrawn by notice to the Agent to such effect on or prior to the Closing Date.

15.5. PAYMENTS.

15.5.1. 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.

15.5.2. 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.

15.5.3. 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 14 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 effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.

15.6. HOLDERS OF 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.

15.7. 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 16), 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.

15.8. AGENT AS BANK. In its individual capacity, Fleet 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.

15.9. 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 a Default or 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.

15.10. 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 of any notice under this Section 15.10 it shall promptly notify the other Banks of the existence of such Default or Event of Default.

15.11. DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent shall, if (a) so requested by the Majority Banks and (b) the Banks have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of the Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Majority Banks may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Banks hereby agreeing to indemnify and hold the Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction.

16. EXPENSES AND INDEMNIFICATION.

16.1. 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) 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) 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, syndication, administration or interpretation of the Loan Documents and other instruments mentioned herein, each closing hereunder, any amendments, modifications, approvals, consents or waivers hereto or hereunder, or the cancellation of any Loan Document upon payment in full in cash of all of the Obligations or pursuant to any terms of such Loan Document for providing for such cancellation, (d) the 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 title insurance premiums and surveyor, engineering and 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, and reasonable consulting, accounting, appraisal, investment banking and similar professional fees and charges) incurred by any Bank or the Agent 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 and (f) all reasonable fees, expenses and disbursements of any Bank or the Agent incurred in connection with UCC searches.

16.2. 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, except to the extent that any of the foregoing are directly caused by the gross negligence or willful misconduct of the otherwise indemnified party. In litigation, or the preparation therefor, in the event in the opinion of counsel to the Banks and the Agent the interests of the Borrower, on the one hand and the interests of the Banks and the Agent, on the other hand are not sufficiently the same or a conflict exists or could arise as a result of the Borrower, the Agent and the Banks using one counsel, the Banks and 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, provided, the Borrower shall only be required to pay the reasonable fees and expenses of one such counsel so selected by the Agent, unless the Agent or any Bank reasonably believes a conflict exists or could arise as a result of the Agent and/or the Banks using one counsel, in which case each of the Banks making such a determination and the Agent 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 16.2 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.

16.3. SURVIVAL. The covenants contained in this Section 16 shall survive payment or satisfaction in full of all other Obligations.

17. USURY.

All agreements between the Borrower and the Agent and the Banks are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity of the Notes or otherwise, shall the amount paid or agreed to be paid to the Agent or any Bank for the use or the forbearance of the Indebtedness represented by any Note exceed the maximum permissible under applicable law. In this regard, it is expressly agreed that it is the intent of the Borrower, the Agent and the Banks, in the execution, delivery and acceptance of the Notes, to contract in strict compliance with the laws of the Commonwealth of Massachusetts. If, under any circumstances whatsoever, performance or fulfillment of any provision of any of the Notes or any of the other Loan Documents at the time such provision is to be performed or fulfilled shall involve exceeding the limit of validity prescribed by applicable law, then the obligation so to be performed or fulfilled shall be reduced automatically to the

limits of such validity, and if under any circumstances whatsoever the Agent or any Banks should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced by the Notes and not to the payment of interest. The provisions of this Section 27 shall control every other provision of this Credit Agreement and each of the Notes.

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

19. ASSIGNMENT AND PARTICIPATION.

19.1. 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 a Default or 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 whole multiple of $5,000,000 and (d) 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 D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment. 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 19.3, be released from its obligations under this Credit Agreement.

19.2. 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,

(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 7.4 and Section 8.4 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.

19.3. 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 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 $3,500.

19.4. 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 Assignment and Acceptance and shall otherwise be in substantially the form of the assigned Notes. Within five (5) days of issuance of any new Notes pursuant to this Section 19.4, the Borrower shall deliver an opinion of counsel, addressed to the Banks and the Agent, relating to the due authorization, execution and delivery of such new Notes and the legality, validity and binding effect thereof, in form and substance satisfactory to the Banks. The surrendered Notes shall be cancelled and returned to the Borrower.

19.5. 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.

19.6. 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. For purposes of this Section 19.6 an assignee or participant or potential assignee or participant may include a counterparty with whom such Bank has entered into or potentially might enter into a derivative contract referenced to credit or other risks or events arising under this Credit Agreement or any other Loan Document.

19.7. 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 13.1 or Section 13.2, and the determination of the Majority Banks shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to such assignee Bank's interest in any of the Loans or Reimbursement Obligations. 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 13.1 or Section 13.2 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 Credit Agreement and the other Loan Documents be made without regard to the interest of such transferor Bank in the Loans or Reimbursement Obligations to the extent of such participation.

19.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Bank shall retain its rights to be indemnified pursuant to Section 16 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. 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 19 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, provided that any foreclosure or similar action by such trustee or other representative shall be subject to the other provisions of this Section 19. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents.

19.9. 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.

20. 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 870 Commons Drive, Aurora, Illinois 60504, Attention: Mack McCarthy, Chief Financial Officer, 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 100 Federal Street, Boston, Massachusetts 02110, USA, Attention: Harvey H. Thayer, Jr., Director 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 (i) 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
(ii) if sent by registered or certified first-class mail, postage prepaid, on the third Business Day following the mailing thereof.

21. 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 COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF MASSACHUSETTS (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 COMMONWEALTH OF MASSACHUSETTS 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 MAIL AT THE ADDRESS SPECIFIED IN SECTION 20. 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.

22. HEADINGS.

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

23. 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.

24. 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 26.

25. 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 such 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 by, among other things, the waivers and certifications contained herein.

26. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Any consent or approval required or permitted by this Credit Agreement to be given by the Banks may be given, and any term of this Credit Agreement, 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 5.10 following the effective date of any waiver by the Majority Banks of the Default or Event of Default relating thereto) or the amount of the Commitment Fee or Letter of Credit Fees may not be decreased without the written consent of each Bank affected thereby; the amount of the Commitments may not be increased without the written consent of the Borrower and of each Bank affected thereby; the Maturity Date may not be postponed without the written consent of each Bank affected thereby; this Section 26 and the definition of Majority Banks may not be amended, without the written consent of all of the Banks; and the amount of the Letter of Credit Fees payable for the Agent's account and Section 15 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.

27. 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.

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

CABOT MICROELECTRONICS CORPORATION

By: /s/ William C. McCarthy
    ____________________________________
       Name: William C. McCarthy
       Title: CFO, Treasurer and Secretary

FLEET NATIONAL BANK, individually and as Agent

By: /s/ Harvey H. Thayer, Jr.
    ____________________________________
       Name: Harvey H. Thayer, Jr.
       Title: Director

--------------------------------------------------------------------------------
                                                                     COMMITMENT
                  BANK                            COMMITMENT         PERCENTAGE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FLEET NATIONAL BANK                              $25,000,000             100%
Domestic and Eurodollar Lending Office:
100 Federal Street
Boston, MA 02110
Attn: Harvey H. Thayer

--------------------------------------------------------------------------------
TOTAL:                                           $25,000,000             100%
--------------------------------------------------------------------------------

       Secured Party                    Jurisdiction   File Number   Date Filed    Collateral        Comments
       -------------                    ------------   -----------   ----------    ----------        --------
----------------------------------------------------------------------------------------------------------------------------------
GTE Leasing Corporation                 SOS, IL        3057196       12/1/92       Equipment Lease   UCCs searched through 2/29/00
                                                       3764377       11/18/97                        Continue

United Financial of Illinois, Inc.;                    3209576       1/11/94       Equipment Lease
assigned to Drexel National Bank
                                                       3969673       1/8/99                          Continue

Citicorp Leasing, Inc.                                 3464437       10/31/95      Equipment Lease

Citicorp Leasing, Inc.                                 3473996       11/29/93      Equipment Lease

Bennett Telecom Funding Corporation                    3499392       1/30/96       Equipment Lease

Vanguard Financial Service Corp.                       3590566       9/23/96       Equipment Lease

IBM Credit Corporation (Lessor)                        3674604       4/8/97        Equipment Lease

Vanguard Financial Service Corp.                       3697633       6/4/97        Equipment Lease

Vanguard Financial Service Corp.                       3731102       8/22/97       Equipment Lease
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
IBM Credit Corporation (Lessor)                        3794513       1/29/98       Equipment Lease

NTFC Capital Corporation                               4050736       6/14/99       Equipment Lease

Fleet Leasing Corporation                              4072755       7/30/99       Equipment Lease

Illinois Material Handling; assigned                   4113081       10/25/99      Equipment Lease
to Illinois Material Handling

Lessor, Caterpillar Financial           SOS, MA        468344        5/13/97       Equipment Lease   UCCs searched through 3/13/00
Services Corporation
                                                       500029        9/29/97                         Amend collateral description

StorageTek Distributed Systems                         306156        4/18/95       Equipment Lease
Division, Inc.
                                                       345995        10/23/95                        Amend collateral description

General Electric Capital Corp.                         689158        1/18/00       Equipment Lease

Beckwith Machinery Company; assigned                   284450        1/5/95        Equipment Lease
to Toyota Motor Credit Corporation

Citicorp Leasing, Inc.                                 292417        2/13/95       Equipment Lease

Citicorp Leasing, Inc.                                 347929        10/30/95      Equipment Lease

Citicorp Leasing, Inc.                                 352632        11/21/95      Equipment Lease

Caterpillar Financial Services                         435930        12/16/96      Equipment Lease
Corporation

El Camino Resources, Ltd.                              438549        12/26/96      Equipment Lease
----------------------------------------------------------------------------------------------------------------------------------

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Lessor:  NTEC Capital Corporation                      441356        1/9/97        Equipment Lease

Sanwa Leasing Corporation                              466157        5/5/97        Equipment Lease

Citicorp Leasing Inc.                                  478777        6/25/97       Equipment Lease

Citicorp Del Lease, Inc.                               575444        9/3/98        Equipment Lease

Saleco Credit Co., Inc.                                633844        5/24/99       Equipment Lease

Newcourt Financial USA, Inc.                           636776        6/4/99        Equipment Lease

Lessor:  General Electric Capital                      652360        8/9/99        Equipment Lease
Corp.

General Electric Capital Corp.                         680122        12/9/99       Equipment Lease

Citicorp Del Lease, Inc.                               684850        12/29/99      Equipment Lease

Lessor:  NTFC Capital Corporation                      052265        10/10/91      Equipment Lease
                                                       415639        9/10/96                         Amend collateral

Beckwith Machinery Company; assigned    Boston, MA     379588        1/5/95        Equipment Lease   UCCs searched through 3/10/00
to Toyota Motor Credit Corporation                                                (EXPIRED)

Citicorp Leasing, Inc.                                 380565        2/21/95       Equipment Lease
                                                                                  (EXPIRED)

Citicorp Leasing, Inc.                                 386095        10/30/95      Equipment Lease

Citicorp Leasing, Inc.                                 3866629       11/22/95      Equipment Lease

El Camino Resources, Ltd.                              395799        12/26/96      Equipment Lease
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
Lessor:  NTFC Capital Corporation                      396136        1/9/97        Equipment Lease

Citicorp Del Lease, Inc.                               410714        9/9/98        Equipment Lease

Safeco Credit Co. Inc.                                 416994        5/24/99       Equipment Lease

Newcourt Financial USA Inc.                            417301        6/7/99        Equipment Lease

General Electric Capital Corporation                   421825        12/9/99       Equipment Lease

Citicorp Del Lease, Inc.                               422354        12/29/99      Equipment Lease

General Electric Capital Corp.                         422770        1/18/00       Equipment Lease
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       Secured Party                    Jurisdiction   File Number   Date Filed    Collateral        Comments
       -------------                    ------------   -----------   ----------    ----------        --------
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                                        SOS, IL                                                      UCCs clear through 2/21/00

                                        SOS, MA                                                      UCCs clear through 3/13/00

                                        Boston, MA                                                   UCCs clear through 3/10/00
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LEGAL PROCEEDINGS

In June 1998, one of our major competitors, Rodel Inc., filed a lawsuit against Cabot in the United States District Court for the District of Delaware entitled Rodel, Inc. v. Cabot Corporation (Civil Action No. 98-352). In this lawsuit, Rodel has requested a jury trial and is seeking a permanent injunction and an award of compensatory, punitive, and other damages relating to allegations that Cabot is infringing United States Patent No. 4,959,113 (entitled "Method and Composition for Polishing Metal Surfaces"), which is owned by an affiliate of Rodel. We refer to this patent as the Roberts patent and this lawsuit as the Roberts lawsuit. Cabot filed an answer and counterclaim seeking dismissal of the Roberts lawsuit with prejudice, a judgment that Cabot is not infringing the Roberts patent and/or that the Roberts patent is invalid, and other relief. Cabot subsequently filed a motion for a summary judgment that the Rodel patent is invalid because all of the claims contained in the patent were not sufficiently different under applicable patent law from subject matter contained in previously granted patents, specifically United States Patents Nos. 4,705,566, 4,956,015 and 4,929,257, each of which is owned by a third party not affiliated with Rodel or us. This motion was denied on September 30, 1999 based on the court's finding that there were genuine issues of material fact to be determined at trial. Although the Roberts lawsuit is presently in the discovery stage and trial is scheduled to begin in November 2000, the trial date has not yet been scheduled. After the ruling on the summary judgment motion, Rodel filed a request for reexamination of the Roberts patent with the United States Patent and Trademark Office, which was granted on November 12, 1999.

In April 1999, Rodel commenced a second lawsuit against Cabot in the United States District Court for the District of Delaware entitled Rodel, Inc. v. Cabot Corporation (Civil Action No. 99-256). In this lawsuit, Rodel has requested a jury trial and is seeking a permanent injunction and an award of compensatory, punitive, and other damages relating to allegations that Cabot is infringing two other patents owned by an affiliate of Rodel. These two patents are United States Patent No. 5,391,258 (entitled "Compositions and Methods for Polishing") and United States Patent No. 5,476,606 (entitled "Compositions and Methods for Polishing"). We refer to these patents as the Brancaleoni patents and this lawsuit as the Brancaleoni lawsuit. Cabot has filed an answer and counterclaim to the complaint seeking dismissal of the complaint with prejudice, a judgment that Cabot is not infringing the Brancaleoni patents and/or that the Brancaleoni patents are invalid, and other relief. The Brancaleoni lawsuit is presently in the discovery stage which is currently to be completed by February 25, 2000. Trial is presently currently scheduled to commence on December 4, 2000. The parties have jointly requested that the court extend these dates.

In the Roberts lawsuit, the only product that Rodel to date has alleged infringes the Roberts patent is our W2000 slurry, which is used to polish tungsten and which currently accounts for a significant portion of our total revenue. In the Brancaleoni lawsuit, Rodel has not alleged that any specific product infringes the Brancaleoni patents; instead, Rodel alleges that our United States Patent No. 5,858,813 (entitled "Chemical Mechanical Polishing Slurry for Metal Layers and Films" and which relates to a CMP polishing slurry for metal surfaces including, among other things, aluminum and copper) is evidence that Cabot is infringing the Brancaleoni patents through the manufacture and sales of unspecified products. At this stage, we cannot predict whether or to what extent Rodel will make specific infringement claims with respect to any of our products other than W2000 in these or any future proceedings. It is possible that Rodel will claim that many of our products infringe its patents.

Although Cabot is the only named defendant in these lawsuits, we will agree to indemnify Cabot for any and all losses and expenses arising out of this litigation as well as any other litigation arising out of our business. While we believe there are meritorious defenses to the pending actions and intend to defend them vigorously, these defenses may not be successful. If Rodel wins either of these cases, we may have to pay damages and, in the future, may be prohibited from producing any products found to infringe or required to pay Rodel royalty and licensing fees with respect to sales of those products. In addition, we may be subject to future infringement claims by Rodel or others with respect to our products and processes. Such claims, even if they are without merit, could be expensive and time consuming to defend and if we were to lose any future infringement claims we could be subject to injunctions, damages and/or royalty or licensing agreements. Royalty or licensing agreements, if required as a result of any pending or future claims, may not be available to use on acceptable terms or at all. Successful claims or infringements against us could adversely affect our business, financial condition and results of operations.

Schedule 7.17

None

Schedule 7.18

None

Schedule 9.1

None

Schedule 9.2

Same as Schedule 7.3