THIS AGREEMENT is entered into as of November 13, 2000, by and between DIONEX CORPORATION,
a California corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").
Borrower has requested that Bank extend or continue credit to Borrower as described below, and Bank has
agreed to provide such credit to Borrower on the terms and conditions contained herein.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Bank and Borrower hereby agree as follows:
SECTION 1.1. LINE OF CREDIT.
(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances
to Borrower from time to time up to and including December 31, 2002, not to exceed at any time the aggregate
principal amount of Twenty Five Million Dollars ($25,000,000.00) ("Line of Credit"), the proceeds of which shall
be used for working capital and general corporate purposes. Borrower's obligation to repay advances under the
Line of Credit shall be evidenced by a promissory note substantially in the form of Exhibit A attached hereto
("Line of Credit Note"), all terms of which are incorporated herein by this reference.
(b) Borrowing and Repayment. Borrower may from time to time during the term of the Line of Credit borrow,
partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and
conditions contained herein or in the Line of Credit Note; provided however, that the total outstanding
borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available
thereunder, as set forth above.
SECTION 1.2. STANDBY LETTER OF CREDIT.
(a) Standby Letter of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to issue
a standby letter of credit for the account of Borrower and for the benefit of the former shareholders of LC
Packing (the "Standby Letter of Credit") in the pri