REVOLVING CREDIT AGREEMENT (364-DAY) DATED AS OF SEPTEMBER 22, 1997 AMONG ===== COMPAQ COMPUTER CORPORATION, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS ADMINISTRATIVE AGENT AND AS INTERNET AGENT,...

EXECUTION COPY

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U.S. $1,000,000,000

REVOLVING CREDIT AGREEMENT
(364-DAY)
DATED AS OF SEPTEMBER 22, 1997
AMONG
=====
COMPAQ COMPUTER CORPORATION,

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
AS ADMINISTRATIVE AGENT AND AS INTERNET AGENT,
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THE CHASE MANHATTAN BANK,
CITIBANK, N.A.
AND
NATIONSBANK OF TEXAS, N.A.
AS SYNDICATION AGENTS,
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK,

AS INTERNET AGENT,
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AND

THE BANKS PARTY HERETO

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TABLE OF CONTENTS

Page
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ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . 1
1.02 Other Interpretive Provisions . . . . . . . . . . . . . . . . . . . 13
1.03 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE II THE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.01 Amounts and Terms of Commitments. . . . . . . . . . . . . . . . . . 14
2.02 Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.03 Procedure for Revolving Loan Borrowings . . . . . . . . . . . . . . 15
2.04 Conversion and Continuation Elections for Revolving Loan Borrowings 16
2.05 Procedure for Swingline Borrowings. . . . . . . . . . . . . . . . . 18
2.06 Increase and Extension of Commitments . . . . . . . . . . . . . . . 19
2.07 Ratable Reduction or Termination of Commitments . . . . . . . . . . 21
2.08 Non-Ratable Reduction or Termination of Commitments . . . . . . . . 21
2.09 Optional and Mandatory Prepayments. . . . . . . . . . . . . . . . . 22
2.10 Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.11 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.12 Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.13 Computation of Fees and Interest. . . . . . . . . . . . . . . . . . 23
2.14 Interest Rate Determination and Protection. . . . . . . . . . . . . 24
2.15 Payments by the Company . . . . . . . . . . . . . . . . . . . . . . 25
2.16 Payments by the Banks to the Agent. . . . . . . . . . . . . . . . . 26
2.17 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY . . . . . . . . . . . . . . 27
3.01 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.02 Breakage Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.03 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.04 Illegality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.05 Reserves on Offshore Loans. . . . . . . . . . . . . . . . . . . . . 30
3.06 Replacement of Bank; Termination of Bank. . . . . . . . . . . . . . 30
3.07 Reallocation of Commitments in Event of Merger, Etc.. . . . . . . . 32
3.08 Certificates of Banks . . . . . . . . . . . . . . . . . . . . . . . 33
3.09 Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
ARTICLE IV CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . 33
4.01 Conditions of Initial Loans . . . . . . . . . . . . . . . . . . . . 33
4.02 Conditions to All Borrowings. . . . . . . . . . . . . . . . . . . . 34

ARTICLE V REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . 35
5.01 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . 35
5.02 Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.03 Authorization and Approvals . . . . . . . . . . . . . . . . . . . . 35
5.04 Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . 36
5.05 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 36
5.06 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.07 Regulation U. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.08 Investment Company Act. . . . . . . . . . . . . . . . . . . . . . . 36
5.09 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.10 Holding Company . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.11 Environmental Condition . . . . . . . . . . . . . . . . . . . . . . 36
5.12 No Material Adverse Change. . . . . . . . . . . . . . . . . . . . . 37
ARTICLE VI AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . 37
6.01 Compliance with Laws Etc. . . . . . . . . . . . . . . . . . . . . . 37
6.02 Reporting Requirements. . . . . . . . . . . . . . . . . . . . . . . 37
6.03 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.04 Maintenance of Insurance. . . . . . . . . . . . . . . . . . . . . . 38
6.05 Corporate Existence Etc.. . . . . . . . . . . . . . . . . . . . . . 39
6.06 Visitation Rights . . . . . . . . . . . . . . . . . . . . . . . . . 39
ARTICLE VII NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . 39
7.01 Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
7.02 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ARTICLE VIII EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . 40
8.01 Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . 40
8.02 Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
8.03 Rights Not Exclusive. . . . . . . . . . . . . . . . . . . . . . . . 41
ARTICLE IX THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.01 Appointment and Authorization . . . . . . . . . . . . . . . . . . . 41
9.02 Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . 42
9.03 Liability of Agent. . . . . . . . . . . . . . . . . . . . . . . . . 42
9.04 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.05 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.06 Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . 43
9.07 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.08 Agent in Individual Capacity. . . . . . . . . . . . . . . . . . . . 44
9.09 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 44
9.10 Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . . 45
9.11 Co-Agents; Internet Agents. . . . . . . . . . . . . . . . . . . . . 46

ARTICLE X MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.01 Amendments and Waivers. . . . . . . . . . . . . . . . . . . . . . . 47
10.02 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.03 No Waiver: Cumulative Remedies. . . . . . . . . . . . . . . . . . . 48
10.04 Costs and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 48
10.05 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
10.06 Payments Set Aside. . . . . . . . . . . . . . . . . . . . . . . . . 49
10.07 Binding Effect; Assignments; Participations . . . . . . . . . . . . 49
10.08 Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.09 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.10 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 52
10.11 Preservation of Certain Matters . . . . . . . . . . . . . . . . . . 53
10.12 Notification of Addresses, Lending Offices Etc. . . . . . . . . . . 54
10.13 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.14 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
10.15 Governing Law; Jurisdiction . . . . . . . . . . . . . . . . . . . . 54
10.16 WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . 54
10.17 ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 55

SCHEDULES
Schedule 2.01 Commitments
Schedule 10.02 Notice Addresses, Payment and Lending Offices

EXHIBITS

Exhibit A Form of Notice of Borrowing
Exhibit B Form of Notice of Conversion/Continuation
Exhibit C Form of Compliance Certificate
Exhibit D-1 Form of Opinion of Vice President and Assistant General
Counsel of the Company
Exhibit D-2 Form of Opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., Counsel to the
Company
Exhibit E Form of Note
Exhibit F Form of Assignment and Acceptance

REVOLVING CREDIT AGREEMENT

(364-DAY)

dated as of September 22, 1997

COMPAQ COMPUTER CORPORATION, a Delaware corporation (the "Company"), the
several financial institutions from time to time party to this Agreement
(collectively, the "Banks", and individually, a "Bank"), Bank of America
National Trust and Savings Association, as administrative agent and as
Internet agent for the Banks, The Chase Manhattan Bank, Citibank, N.A. and
NationsBank of Texas, N.A., as syndication agents, and ▇▇▇▇▇▇ Guaranty Trust
Company of New York, as Internet agent, agree as follows.

ARTICLE I

DEFINITIONS

1.01 Certain Defined Terms. The following terms have the following
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meanings:

"Acquiring Entity" has the meaning specified in Section 3.07.
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"Adjusted CD Rate" means, for any Interest Period for each Adjusted CD Rate
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Revolving Loan comprising part of the same Borrow-ing or an Adjusted CD Rate
Swingline Loan, as the case may be, an interest rate per annum equal to the
sum of:

(a) the rate per annum obtained by dividing (i) the rate of interest
determined by the Agent to be the average (rounded upward to the nearest whole
multiple of 1/100 of 1% per annum, if such average is not such a multiple) of
the consensus bid rate determined by each of the Reference Banks, in the case
of Adjusted CD Rate Revolving Loans, or the Swingline Bank, in the case of an
Adjusted CD Rate Swingline Loan, for the bid rates per annum, at 9:00 a.m.
(Houston time) (or as soon thereafter as practicable) on the first day of such
Interest Period, of New York certificate of deposit dealers of recognized
standing selected by such Reference Bank or the Swingline Bank, as applicable,
for the purchase at face value of certificates of deposit of such Reference
Bank or the Swingline Bank, as applicable, in an amount substantially equal to
such Reference Bank's Adjusted CD Rate Revolving Loan comprising part of such
Borrowing, in the case of Adjusted CD Rate Revolving Loans, or the Adjusted CD
Rate Swingline Loan, in the case of an Adjusted CD Rate Swingline Loan, and
with a maturity equal to such Interest Period (provided that, if bid rate
quotes from such dealers are not available to any Reference Bank or the
Swingline Bank, as applicable, such Reference Bank or the Swingline Bank shall
notify the Agent of a reasonably equivalent rate determined by it on the basis
of another source or sources selected by it), by (ii) a percent-age equal to
100% minus the Adjusted CD Rate Reserve Percent-age for such Interest Period
(the "Certificate of Deposit Rate"), plus
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(b) the Assessment Rate for such Interest Period.
The Adjusted CD Rate for the Interest Period for each Adjusted CD Rate
Revolving Loan comprising part of the same Borrowing or an Adjusted CD Rate
Swingline Loan, as the case may be, shall be determined by the Agent on the
basis of applicable rates furnished to and received by the Agent as set forth
above on the first day of such Interest Period, subject however, to the
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provisions of Section 2.14.

"Adjusted CD Rate Revolving Loan" means a Revolving Loan which bears
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interest at the Adjusted CD Rate plus the Applicable Margin.

"Adjusted CD Rate Reserve Percentage" for any Interest Period for each
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Adjusted CD Rate Revolving Loan comprising part of the same Borrowing or an
Adjusted CD Rate Swingline Loan, as the case may be, means the reserve
percentage applicable on the first day of such Interest Period under
regulations issued from time to time by the FRB for determin-ing the maximum
reserve requirement (including, but not limited to, any emergency,
supplemental or other marginal reserve requirement) for a member bank of the
Federal Reserve System in New York City with deposits exceeding one billion
dollars with respect to liabilities consisting of or including U.S. dollar
nonpersonal time deposits in the United States with a maturity equal to such
Interest Period.

"Adjusted CD Rate Swingline Loan" means a Swingline Loan which bears interest
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at the Adjusted CD Rate plus the Applicable Margin.

"Affiliate" means, as to any Person, any other Person which, directly or
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indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person,
whether through the ownership of voting securities, by contract or otherwise.

"Agent" means BofA in its capacity as administrative agent for the Banks
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hereunder, and any successor administrative agent.

"Agent-Related Persons" means BofA and any successor administrative agent
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arising under Section 9.09, together with their respective Affiliates
(including, in the case of BofA, the Arranger), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates.

"Agent's Payment Office" means the address for payments set forth on Schedule
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10.02 or such other address as the Agent may from time to time specify.
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"Agreement" means this Revolving Credit Agreement.
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"Applicable Fee Amount" means, for any date, 0.060 percent per annum.
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"Applicable Margin" means, on any date and with respect to each CD Loan or
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Offshore Loan outstanding on such date, 0.230 percent per annum; provided,
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that at any time as the aggregate outstanding principal amount of Revolving
Loans, together with the aggregate outstanding principal amount of "Revolving
Loans" under, and as that term is defined in, the 5-Year Credit Agreement,
exceeds 50% of the combined Commitments of all the Banks, together with the
combined "Commitments" of all the lenders under, and as that term is defined
in, the 5-Year Credit Agreement (and any time after the termination of
commitments to lend under Section 8.02(a) or under Section 2.09(b), or of the
5-Year Credit Agreement, as applicable), the Applicable Margin in respect of
CD Loans and Offshore Loans hereunder shall be increased by an additional 0.10
percent per annum.

"Arranger" means BancAmerica Securities, Inc., a Delaware corporation.
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"Assessment Rate" for any Interest Period for each Adjusted CD Rate Revolving
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Loan comprising part of the same Borrowing or an Adjusted CD Rate Swingline
Loan, as the case may be, means the rate determined by the Agent as equal to
the annual assessment rate in effect on the first day of such Interest Period
payable to the FDIC by a member of the Bank Insurance Fund that is classified
as adequately capitalized and within supervisory subgroup "A" (or a comparable
successor assessment risk classification within the meaning of 12 C.F.R.
327.3) for insuring time deposits at offices of such member in the United
States; or, in the event that the FDIC shall at any time hereafter cease to
assess time deposits based upon such classifications or successor
classifications, equal to the maximum annual assessment rate in effect on such
day that is payable to the FDIC by commercial banks (whether or not applicable
to any particular Bank) for insuring time deposits at offices of such banks in
the United States.

"Assignment and Acceptance" means an assignment and acceptance agreement
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substantially in the form of Exhibit F.
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"Attorney Costs" means and includes the reasonable fees and disbursements of
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any law firm or other external counsel and the reasonable allocated cost of
internal counsel.

"Bank" has the meaning specified in the introductory clause hereto.
----
References to the "Banks" shall include references to BofA in its capacity as
the Swingline Bank. For purposes of clarification only, to the extent that
BofA may have any rights or obligations in addition to those of the Banks due
to its status as the Swingline Bank, its status as such will be specifically
referenced.

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.
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101, et seq.).

"Base Loan" means any Base Rate Revolving Loan or any Base Rate Swingline
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Loan.

"Base Rate" means, for any day, the higher of: (a) 1/2% above the latest
----------
Federal Funds Rate, and (b) the rate of interest in effect for such day as
publicly announced from time to time by the Bank which is the Agent at its
principal office, as its "prime" or "reference" rate (or comparable rate, if
such Bank does not so designate a "prime" or "reference" rate). The prime or
reference rate is a rate set by such Bank based upon various factors including
such Bank's costs and desired return, general economic conditions and other
factors, and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in the prime or
reference rate announced by such Bank shall take effect at the opening of
business on the day specified in the public announcement of such change.

"Base Rate Revolving Loan" means a Revolving Loan that bears interest based on
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the Base Rate.

"Base Rate Swingline Loan" means a Swingline Loan which bears interest based
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on the Base Rate.

"BofA" means Bank of America National Trust and Savings Association, a
----
national banking association.

"Borrowing" means a borrowing hereunder consisting of (a) Revolving Loans of
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the same Type made to the Company on the same day by the Banks, or (b) a
Swingline Loan made to the Company by the Swingline Bank, in each case
pursuant to Article II.

"Borrowing Date" means any date on which a Borrowing occurs under Section 2.03
--------------
or 2.05.

"Business Day" means (i) any day of the year except Saturday, Sunday and any
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day on which banks are required or authorized to close in New York City or San
Francisco and (ii) if the applicable Business Day relates to any Offshore
Loan, any day which is a "Business Day" described in clause (i) and which is
also a day for trading by and between banks in the London interbank Eurodollar
market.

"Certificate of Deposit Rate" has the meaning specified in the definition of
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"Adjusted CD Rate."
"CD Lending Office" means, with respect to any Bank, the office of such Bank
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specified as its "CD Lending Office" opposite its name on Schedule 10.02 or in
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the document pursuant to which it became a party hereto as contemplated by
Section 2.06, 3.06(a), 3.07 or 10.07(c) (or, if no such office is specified,
its Domestic Lending Office) or such other office of such Bank as such Bank
may from time to time specify to the Company and the Agent.

"CD Loan" means any Adjusted CD Rate Revolving Loan or any Adjusted CD Rate
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Swingline Loan.

"Change in Control" means the direct or indirect acquisition by any person (as
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such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act),
or related persons constituting a group (as such term is used in Rule 13d-5
under the Exchange Act), of (a) beneficial ownership of issued and outstanding
shares of voting stock of a corporation or other entity, the result of which
acquisition is that such person or such group possesses in excess of 50% of
the combined voting power of all then-issued and outstanding voting stock of
such corporation or other entity, or (b) the power to elect, appoint, or cause
the election or appointment of at least a majority of the members of the board
of directors of such corporation or other entity.

"Closing Date" means the date on which all conditions precedent set forth in
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Section 4.01 are satisfied or waived by all Banks.

"Code" means the Internal Revenue Code of 1986, and regulations promulgated
----
thereunder.

"Commitment", as to each Bank, has the meaning specified in Section 2.01(a).
----------

"Commitment Percentage" means, as to any Bank at any time, the percentage
----------------------
equivalent (expressed as a decimal, rounded to the ninth decimal place) at
such time of such Bank's Commitment divided by the combined Commitments of all
Banks.

"Company" means Compaq Computer Corporation, a Delaware corporation and
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successors thereto.

"Compliance Certificate" means a certificate substantially in the form of
-----------------------
Exhibit C.

"Consolidated Net Worth" means at any date the ▇▇▇▇▇▇▇-dated stockholders'
------------------------
equity of the Company and its consolidated Subsidiaries (excluding any
Redeemable Preferred Stock of the Company).

"Consolidated Tangible Net Worth" means at any date Consolidated Net Worth
----------------------------------
less the amount, if any, in excess of $25,000,000 of consolidated "intangible
assets" (as defined below) included in determining Consolidated Net Worth.
For the purposes of this definition, "intangible assets" means the sum of (i)
all write-ups (other than write-ups resulting from foreign currency
translations and write-ups of assets of a going concern business made within
twelve months after the acquisition of such business) subsequent to December
31, 1996 in the book value of any asset owned by the Company or a Subsidiary
of the Company and (ii) all unamortized goodwill, patents, trademarks, service
marks, trade names, copy-rights, organization or developmental expenses and
other intangible items.

"Conversion/Continuation Date" means any date on which, under Section 2.04,
-----------------------------
the Company (a) converts Revolving Loans of one Type to another Type, or (b)
continues as Revolving Loans of the same Type, but with a new Interest Period,
Revolving Loans having Interest Periods expiring on such date.

"Debt" of any Person means, at any date, without duplica-tion, (i) obligations
----
for the repayment of money borrowed which are or should be shown on a balance
sheet as debt in accordance with GAAP, (ii) obligations as lessee under leases
which, in accordance with GAAP, are capital leases, (iii) non-contingent
reimbursement and payment obligations with respect to letters of credit, bank
guaranties or banker's acceptances, and (iv) guaranties of payment or
collection of any obligations described in clauses (i), (ii) and (iii) of
other Persons; provided, that clauses (i), (ii) and (iii) include, in the case
--------
of obligations of the Company or any Subsidiary, only such obligations as are
or should be shown as debt or capital lease lia-bi-lities on a consolidated
balance sheet in accordance with GAAP; and provided, further, that the
-------- -------
liability of any Person as a general partner of a partner-ship for Debt of
such partnership, if the partnership is not a Subsidiary of such Person, shall
not constitute "Debt."

"Default" means any event or circumstance which, with the giving of notice,
-------
the lapse of time, or both, would (if not cured or otherwise remedied during
such time) constitute an Event of Default.

"Dollars", "dollars" and "$" each mean lawful money of the United States.
------- ------- -

"Domestic Lending Office" means, with respect to any Bank, the office of such
------------------------
Bank specified as its "Domestic Lending Office" opposite its name on Schedule
--------
10.02 or in the document pursuant to which it became a party hereto as
-----
contemplated by Section 2.06, 3.06(a), 3.07 or 10.07(c) or such other office
of such Bank as such Bank may from time to time specify to the Company and the
Agent.

"Eligible Assignee" means (i) a commercial bank organized under the laws of
------------------
the United States, or any state thereof, and having a combined capital and
surplus of at least $200,000,000; (ii) a commercial bank organized under the
laws of any other country which is a member of the Organization for Economic
Cooperation and Development or a political subdivision of any such country,
and having a combined capital and surplus of at least $200,000,000, provided
--------
that, unless otherwise agreed to by the Agent and the Company, such bank is
acting through a branch or agency located in the United States; and (iii) a
Person that is primarily engaged in the business of commercial banking and
that is (A) a Subsidiary of a Bank, (B) a Subsidiary of a Person of which a
Bank is a Subsidiary, or (C) a Person of which a Bank is a Subsidiary.

"Environment" or "Environmental" has the meanings set forth in the
----------- -------------
Comprehensive Environmental Response, Compensation and Liability Act at 42
U.S.C. 9601(8) (1982).

"Environmental Protection Statute" means any United States local, state or
----------------------------------
federal, or any foreign, law, statute, regulation, order, consent decree or
other agreement or Requirement of Law pertaining to the protection or
regulation of the Environment, including, without limitation, those laws,
statutes, regulations, orders, decrees, agreements and other Requirements of
Law relating to the disposal, cleanup, production, storing, refining,
handling, transferring, processing or transporting of Hazardous Waste,
Hazardous Substances or any pollutant or contaminant, wherever located.

"ERISA" means the Employee Retirement Income Security Act of 1974, and
-----
regulations promulgated thereunder.

"Eurocurrency Liabilities" has the meaning assigned to that term in Regulation
------------------------
D of the FRB.

"Event of Default" means any of the events or circumstances specified in
------------------
Section 8.01.

"Exchange Act" means the Securities Exchange Act of 1934, and regulations
-------------
promulgated thereunder.

"FDIC" means the Federal Deposit Insurance Corporation, and any Governmental
----
Authority succeeding to any of its principal functions.

"Federal Funds Rate" means, for any day, the rate set forth in the weekly
--------------------
statistical release designated as H.15(519), published by the FRB on the
preceding Business Day opposite the caption "Federal Funds (Effective)"; or,
if any relevant day such rate is not so published on any such preceding
Business Day, the rate for such day will be the arithmetic mean as determined
by the Agent of the rates for the last transaction in overnight Federal funds
arranged prior to 9:00 a.m. (New York City time) on that day by each of three
leading brokers of Federal funds transactions in New York City selected by the
Agent.

"5-Year Credit Agreement" means that U.S.$3,000,000,000 Revolving Credit
-------------------------
Agreement dated as of this date among the Company, BofA as Administrative
Agent and the lenders party thereto, under which such lenders have agreed to
extend credit to the Company on a five-year basis.

"FRB" means the Board of Governors of the Federal Reserve System, and any
---
Governmental Authority succeeding to any of its principal functions.

"GAAP" means generally accepted accounting principles set forth from time to
----
time in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S.
accounting profession), which are applicable to the circumstances as of the
date of determination.

"Governmental Authority" means any nation or government, any state or other
-----------------------
political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

"Hazardous Substance" has the meaning set forth in the Comprehensive
--------------------
Environmental Response, Compensation and Liability Act at 42 U.S.C. 9601(14)
and also includes each other substance considered to be a hazardous substance
under any analogous statute or regulation.

"Hazardous Waste" has the meaning set forth in the Resource Conservation and
----------------
Recovery Act at 42 U.S.C. 6903(5) and also includes each other substance
considered to be a hazardous waste under any analogous statute or regulation
(including 40 C.F.R. 261.3).

"Highest Lawful Rate" means, with respect to each Bank, the maximum
---------------------
nonusurious interest rate, if any, that at any time or from time to time may
be contracted for, taken, reserved, charged or received on the Loans or on
other indebtedness outstanding under this Agreement or the Notes applicable to
such Bank which is presently in effect or, to the extent allowed by law, under
such applicable laws which may hereafter be in effect and which allow a higher
maximum nonusurious interest rate than applicable laws now allow.

"Information" has the meaning specified in Section 10.10.
-----------

"Insolvency Proceeding" means (a) any case, action or proceeding before any
----------------------
court or other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of
debtors, or (b) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion
of its creditors; undertaken under Federal, state or foreign law, including
the Bankruptcy Code.

"Interest Payment Date" means (a) as to any Revolving Loan other than a Base
-----------------------
Rate Revolving Loan, the last day of each Interest Period applicable to such
Loan, provided, however, that if any Interest Period for (i) an Adjusted CD
-------- -------
Rate Revolving Loan exceeds 90 days, the date that falls 90 days after the
beginning of such Interest Period is also an Interest Payment Date, or (ii) a
LIBOR Revolving Loan exceeds three months, the date that falls three months,
six months or nine months, if any, after the beginning of (and prior to the
end of) such Interest Period is also an Interest Payment Date, (b) as to any
Base Rate Revolving Loan, the last Business Day of each calendar quarter and
(c) as to any Swingline Loan, the last day of the Interest Period applicable
to such Loan.

"Interest Period" means (a) as to any Adjusted CD Rate Revolving Loan, the
----------------
period commencing on the Borrowing Date or on the Conversion/Continuation Date
on which a Revolving Loan is converted into or continued as an Adjusted CD
Rate Revolving Loan, and ending on the date 30, 60, 90 or 180 days thereafter,
as selected by the Company in its Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, (b) as to any LIBOR Revolving
Loan, the period commencing on the Borrowing Date or on the
Conversion/Continuation Date on which a Revolving Loan is converted into or
continued as a LIBOR Revolving Loan, and ending on the day which numerically
corresponds to such date one, two, three or six months (and any other period
that is 12 months or less and is available to all of the Banks in the given
instance) thereafter (or if such month has no numerically corresponding day,
on the last Business Day of such month), as selected by the Company in its
Notice of Borrowing or Notice of Conversion/Continuation, as the case may be,
and (c) as to any Swingline Loan, the period commencing on the Borrowing Date
of such Loan and ending on such date, not more than 10 days later, as agreed
upon by the Company and the Swingline Bank at the time of the Borrowing of
such Loan; provided that:
--------

(i) if any Interest Period pertaining to a CD Loan would otherwise
end on a day that is not a Business Day, that Interest Period shall be
extended to the following Business Day;

(ii) if any Interest Period pertaining to an Offshore Loan would otherwise
end on a day that is not a Business Day, that Interest Period shall be
extended to the following 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 preceding Business Day; and

(iii) no Interest Period for any Loan shall extend beyond the date set
forth in clause (a) of the definition of "Revolving Termination Date".

"IRS" means the United States Internal Revenue Service.
---

"Lending Office" means, as to any Bank, the office or offices of the Bank
---------------
specified as its "CD Lending Office" or "Domestic Lending Office" or "LIBOR
Lending Office", as the case may be, on Schedule 10.02, or such other office
--------------
or offices as the Bank may from time to time notify the Company and the Agent.

"LIBO Rate" means, for any Interest Period for each LIBOR Revolving Loan
----------
comprising part of the same Borrowing or a LIBOR Swingline Loan, as the case
may be, an interest rate per annum equal to the average (rounded upward to the
nearest whole multiple of 1/16 of 1% per annum, if such average is not such a
multiple) of the rate per annum at which dollar deposits in immediately
available funds are offered by each of the Reference Banks, in the case of
LIBOR Revolving Loans, or the Swingline Bank, in the case of a LIBOR Swingline
Loan, to leading banks in the London interbank Eurodollar market at 11:00 a.m.
(London time) two Business Days before the first day of such Interest Period
in an amount substantially equal to the amount of the LIBOR Revolving Loan of
such Reference Bank comprising part of such Borrowing, in the case of LIBOR
Revolving Loans, or the LIBOR Swingline Loan, in the case of a LIBOR Swingline
Loan, to be outstanding during such Interest Period and for a period equal to
such Interest Period. The LIBO Rate for each Interest Period for each LIBOR
Revolving Loan comprising part of the same Borrowing or a LIBOR Swingline
Loan, as the case may be, shall be determined by the Agent on the basis of
applicable rates furnished to and received by the Agent as set forth above two
Business Days before the first day of such Interest Period, subject, however,
------- -------
to the provisions of Section 2.14.

"LIBOR Lending Office" means, with respect to any Bank, the office of such
----------------------
Bank specified as its "LIBOR Lending Office" opposite its name on Schedule
10.02 or in the document pursuant to which it became a party hereto as
contemplated by Section 2.06, 3.06(a), 3.07 or 10.07(c) (or, if no such office
is specified, its Domestic Lending Office) or such other office of such Bank
as such Bank may from time to time specify to the Company and the Agent.

"LIBOR Revolving Loan" means a Revolving Loan which bears interest at the LIBO
--------------------
Rate plus the Applicable Margin.

"LIBOR Swingline Loan" means a Swingline Loan which bears interest at the LIBO
--------------------
Rate plus the Applicable Margin.

"Loan" means an extension of credit, in the form of (a) a Revolving Loan by a
----
Bank to the Company, which may be a Base Rate Revolving Loan, Adjusted CD Rate
Revolving Loan or LIBOR Revolving Loan (each, a "Type" of Revolving Loan), or
----
(b) a Swingline Loan by the Swingline Bank to the Company, which may be a Base
Rate Swingline Loan, Adjusted CD Rate Swingline Loan or LIBOR Swingline Loan
(each, a "Type" of Swingline Loan); in each case pursuant to Article II.
----

"Loan Documents" means this Agreement, the Notes and all other documents
---------------
delivered to the Agent or any Bank in connection herewith.

"Majority Banks" means at any time Banks holding more than 50% of the combined
--------------
Commitments of all the Banks, or, if at such time there are no Commitments
hereunder, Banks holding more than 50% of the then aggregate unpaid principal
amount of the Loans, including the Swingline Loans.

"Margin Stock" means "margin stock" as such term is defined in Regulation G, U
------------
or X of the FRB.

"Material Adverse Effect" means any event or condition which would have a
-------------------------
material adverse effect on the condition (financial or otherwise), business or
properties of the Company and its Subsidiaries on a consolidated basis.

"Minimum Tranche" means: (a) in respect of Revolving Loans comprising part of
---------------
the same Borrowing, or to be converted or continued under Section 2.04, (i) in
the case of Base Rate Revolving Loans, $5,000,000 or any multiple of
$1,000,000 in excess thereof; and (ii) in the case of Adjusted CD Rate
Revolving Loans and LIBOR Revolving Loans, $10,000,000 or any multiple of
$1,000,000 in excess thereof; and (b) in respect of any Swingline Loan,
$1,000,000 or any multiple of $500,000 in excess thereof, unless otherwise
agreed by the Swingline Bank.

"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc. and any successor thereto that
-------
is a nationally recognized rating agency.

"New Affiliate Bank" has the meaning specified in Section 3.06.
--------------------

"No Loan Date" means any Business Day on which (a) no principal amount of any
-------------
Revolving Loan is outstanding, and (b) no Notice of Borrowing with respect to
Revolving Loans is pending or deemed pending pursuant to Article II.

"Note" has the meaning specified in Section 2.02.
----

"Notice of Borrowing" means a notice in substantially the form of Exhibit A.
--------------------- ---------

"Notice of Conversion/Continuation" means a notice in substantially the form
-----------------------------------
of Exhibit B.
----------

"Obligations" means all advances, debts, liabilities, obligations, covenants
-----------
and duties arising under any Loan Document, owing by the Company to any Bank,
including the Swingline Bank, the Agent, or any Person required to be
indemnified, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising.

"Offshore Loan" means any LIBOR Revolving Loan or any LIBOR Swingline Loan.
--------------

"Other Taxes" means any present or future stamp or documentary taxes or any
------------
other excise or property taxes, charges or similar levies which arise from any
payment made hereunder or from the execution, delivery or registration of, or
otherwise with respect to, this Agreement or any other Loan Document.

"Person" means an individual, partnership, corporation, limited liability
------
company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

"Preferred Stock" means, as applied to any corporation, shares of such
----------------
corporation which shall be entitled to preference or priority over any other
shares of such corporation in respect of either the payment of dividends or
the distribution of assets upon liquidation.

"Prescribed Forms" shall mean such duly executed and filed form(s) or
-----------------
statement(s), and in such number of copies, which may, from time to time, be
prescribed by law and which, pursuant to applicable provisions of (a) an
income tax treaty between the United States and the country of residence of
the Bank providing the form(s) or statement(s), (b) the Code, or (c) any
applicable rule or regula-tion under the Code, permit the Company and the
Agent to make payments hereunder for the account of such Bank free of
deduction or withholding of United States income or other similar taxes.

"Redeemable" means, as applied to any Preferred Stock, any Preferred Stock
----------
which (i) the issuer undertakes to redeem at a fixed or determinable date or
dates (other than pursuant to the exercise of an option to redeem by the
issuer, if the failure to exercise such option would not materially adversely
affect the business, consolidated financial position or consolidated results
of operations of the issuer and its subsidiaries taken as a whole), whether by
operation of a sinking fund or otherwise, or upon the occurrence of a
condition not solely within the control of the issuer, or (ii) is redeemable
at the option of the holder.

"Reference Banks" means BofA, NationsBank of Texas, N.A. and Citibank, N.A.
----------------

"Replacement Bank" has the meaning specified in Section 3.06(a).
-----------------

"Requirement of Law" means, as to any Person, any law (statutory or common),
--------------------
treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person
or any of its property or to which the Person or any of its property is
subject.

"Responsible Officer" means the chief executive officer, the president, the
--------------------
chief financial officer or the treasurer of the Company.

"Restricted Subsidiary" means any Subsidiary of the Company which has
----------------------
non-intercompany assets with an aggregate book value exceeding 10% of the
Consolidated Tangible Net Worth of the Company based upon, at the time of
determination, the most recent year-end audited consolidated financial
statements of the Company.

"Resulting Increased Commitment" has the meaning specified in Section 3.07.
--------------------------------

"Revolving Loan" has the meaning specified in Section 2.01(a).
---------------

"Revolving Termination Date" means the earlier to occur of:
----------------------------

(a) September 21, 1998, as such date may be extended pursuant to
Section 2.06; and

(b) the date on which the commitments of the Banks to make Loans
terminate in whole in accordance with Section 2.07, Section 2.09(b) or
Section 8.02.

"S&P" means Standard & Poor's Rating Group and any successor thereto that is a
---
nationally recognized rating agency.

"SEC" means the Securities and Exchange Commission, or any Governmental
---
Authority succeeding to any of its principal functions.

"Senior Debt Indenture" means that certain indenture dated as of March 1, 1994
---------------------
between the Company and NationsBank of Texas, N.A., as Trustee, without giving
effect to any amendment, modification, termination or cancellation thereof.

"Specified Transaction," in respect of the Company, means any transaction or
----------------------
related set of transactions, that results, directly or indirectly, in (i) any
sale, lease or exchange of all or substantially all of its property, (ii) the
consolidation of the Company with any other Person (unless the Company is the
surviving entity), or (iii) a merger of the Company with or into any other
Person (unless the Company is the surviving entity), if in connection with
such sale, lease, exchange, consolidation or merger any consent, approval or
authorization of the shareholders of the Company is required under any of the
Company's organizational documents, or any Requirement of Law.

"Subordinated Debt" means any Debt of the Company (i) that expressly provides
------------------
that it is subordinated in right of payment to the Loans made by the Banks
hereunder and under the 5-Year Credit Agreement and (ii) under the terms of
which no payments of principal shall be payable (whether by scheduled
maturity, required prepayment, or otherwise, unless as a result of the
acceleration of such Debt, in accordance with the terms thereof) prior to the
date set forth in clause (a) of the definition of the term "Revolving
Termination Date" in the 5-Year Credit Agreement.

"Subsidiary" of a Person means any corporation, association, partnership,
----------
limited liability company, business trust, joint stock company, joint venture
or other business entity of which more than 50% of the voting stock or other
equity interests (in the case of Persons other than corporations), is owned or
controlled directly or indirectly by the Person, or one or more of the
Subsidiaries of the Person, or a combination thereof. Unless the context
otherwise clearly requires, references herein to a "Subsidiary" refer to a
Subsidiary of the Company.

"Surviving Bank" has the meaning specified in Section 3.07.
---------------

"Swingline Bank" means BofA.
---------------

"Swingline Commitment", as to the Swingline Bank, has the meaning specified in
--------------------
Section 2.01(b).

"Swingline Loan" has the meaning specified in Section 2.01(b).
---------------

"Taxes" means any and all present or future taxes, levies, imposts,
-----
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Bank and the Agent, taxes imposed on its net
income, and franchise taxes imposed on its net income, by the jurisdiction (or
any political subdivision thereof) under the laws of which such Bank or the
Agent, as the case may be, is organized or maintains a lending office.

"Total Capitalization" means, at any time, the sum (without duplication) of
---------------------
(a) Total Senior Debt, (b) the total outstanding principal amount (or the book
carrying amount of such Debt if issued at a discount) of Subordinated Debt of
the Company and its consolidated Subsidiaries, (c) Consolidated Net Worth less
any amount thereof attributable to "minority interests" (as defined below),
and (d) Redeemable Preferred Stock of the Company and its consolidated
Subsidiaries. For the purpose of this definition, "minority interests" means
any investment or interest of the Company in any corporation, partnership or
other entity to the extent that the total amount thereof owned by the Company
(directly or indirectly) constitutes 50% or less of all outstanding interests
or investments in such corporation, partnership or entity.

"Total Senior Debt" means, at any time, the principal amount of all
-------------------
consolidated Debt of the Company and its consolidated Subsidiaries other than
Subordinated Debt.

"Type" has the meaning specified in the definition of "Loan."
----

"United States" and "U.S." each mean the United States of America.
-------------- ----

1.02 Other Interpretive Provisions. (a) The meanings of defined terms
-----------------------------
are equally applicable to the singular and plural forms of the defined terms.

(b) The words "hereof", "herein", "hereunder" and similar words refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Subsection, Section, Article, Schedule and Exhibit references are
to this Agreement unless otherwise specified. The term "documents" includes
any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced. The term "including" is not
limiting and means "including without limitation."

(c) 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."

(d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications
thereto, but only to the extent such amendments and other modifications are
not prohibited by the terms of any Loan Document, (ii) references to any
statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting the statute or regulation and (iii) references to IRS forms, SEC
forms, FRB statistical releases or other forms, reports or documents of any
Governmental Authority are to be construed as including all forms, reports or
other documents that consolidate, amend or replace the forms, reports or
documents.

(e) The captions and headings of this Agreement are for convenience
of reference only and shall not affect the interpretation of this Agreement.

(f) This Agreement and the other Loan Documents are the result of
negotiations among the Agent, the Company and the other parties, have been
reviewed by counsel to the Agent, the Company and such other parties, and are
the products of all parties. Accordingly, they shall not be construed against
the Banks or the Agent merely because of the Agent's or Banks' involvement in
their preparation.

1.03 Accounting Principles. (a) Unless the context otherwise clearly
---------------------
requires, all accounting terms not expressly defined herein shall be
construed, and all financial computations required under this Agreement shall
be made, in accordance with GAAP, consistently applied.

(b) References herein to "fiscal year" and "fiscal quarter" refer to
such fiscal periods of the Company.

ARTICLE II

THE CREDITS

2.01 Amounts and Terms of Commitments. (a) Each Bank severally
---------------------------------
agrees, on the terms and conditions set forth herein, to make loans (each such
loan a "Revolving Loan") to the Company from time to time on any Business Day
--------------
during the period from the Closing Date to the Revolving Termination Date, in
an aggregate principal amount not to exceed at any time outstanding, together
with such Bank's Commitment Percentage of all Swingline Loans then
outstanding, the amount set forth opposite such Bank's name on Schedule 2.01
-------------
(as such Schedule is deemed modified pursuant to this Article II or Article
III or Section 10.07) (as such amount may be increased or reduced pursuant to
Sections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's
"Commitment"); provided, however, that, after giving effect to any Borrowing
-------- -------
of Revolving Loans, the aggregate principal amount of all outstanding
Revolving Loans and Swingline Loans shall not at any time exceed the combined
Commitments of all the Banks. Within the limits of each Bank's Commitment,
and subject to the other terms and conditions hereof, the Company may borrow
under this Section 2.01(a), prepay under Section 2.09(a) and reborrow under
this Section 2.01(a).

(b) The Swingline Bank agrees, on the terms and conditions set forth
herein, to make a portion of the combined Commitments of all the Banks
available to the Company by making swingline loans (each such loan a
"Swingline Loan") to the Company from time to time on any Business Day during
-------
the period from the Closing Date to the Revolving Termination Date, in an
aggregate principal amount not to exceed at any time outstanding $50,000,000
(as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or
8.02, the Swingline Bank's "Swingline Commitment"), notwithstanding the fact
--------------------
that such Swingline Loans, when aggregated with the Swingline Bank's
outstanding Revolving Loans, may exceed the Swingline Bank's Commitment;
provided, however, that, after giving effect to any Borrowing of a Swingline
-------- -------
Loan, the aggregate principal amount of all outstanding Revolving Loans and
Swingline Loans shall not at any time exceed the combined Commitments of all
the Banks. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company may borrow under this Section 2.01(b), prepay
under Section 2.09(a) and reborrow pursuant to this Section 2.01(b).

2.02 Notes. The Loans made by each Bank are evidenced by a note in
-----
substantially the form of Exhibit E ("Note") payable to the order of that
---------- ----
Bank, evidencing the aggregate indebtedness of the Company to such Bank
resulting from the Loans owed to such Bank. Each Bank may endorse on the
schedules annexed to its Notes, the date, amount and maturity of each Loan
made by it and the amount of each payment of principal made by the Company
with respect thereto. Each Bank is irrevocably authorized by the Company to
endorse its Notes, and each Bank's record shall be prima facie evidence of the
----- -----
matters reflected therein; provided, however, that the failure of a Bank to
-------- -------
make, or an error in making, a notation thereon with respect to any Loan shall
not limit or otherwise affect the obligations of the Company hereunder or
under any such Note to such Bank.

2.03 Procedure for Revolving Loan Borrowings. (a) Each Borrowing of
----------------------------------------
Revolving Loans shall be made upon the Company's irrevocable written notice
delivered to the Agent as described in Section 10.02 in the form of a Notice
of Borrowing prior to 11:00 a.m. (Houston time) (i) one Business Day prior to
the requested Borrowing Date, in the case of Adjusted CD Rate Revolving Loans,
(ii) three Business Days prior to the requested Borrowing Date, in the case of
LIBOR Revolving Loans, and (iii) on the requested Borrowing Date, in the case
of Base Rate Revolving Loans, specifying:

(A) the amount of the Borrowing, which shall be in an aggregate amount
not less than the Minimum Tranche;

(B) the requested Borrowing Date, which shall be a Business Day;

(D) in the case of Adjusted CD Rate Revolving Loans and LIBOR Revolving
Loans, the duration of the Interest Period applicable to such Loans included
in such notice. If the Notice of Borrowing fails to specify the duration of
the Interest Period for any Borrowing comprised of Adjusted CD Rate Revolving
Loans or LIBOR Revolving Loans, such Interest Period shall be 90 days (in the
case of an Adjusted CD Rate Revolving Loan) and three months (in the case of a
LIBOR Revolving Loan);

provided, however, that with respect to a Borrowing, if any, to be made on the
-------- -------
Closing Date, the Notice of Borrowing shall be delivered to the Agent not
later than 11:00 a.m. (Houston time) on the Closing Date and such Borrowing
will consist of Base Rate Revolving Loans only.

(b) Upon receipt of the Notice of Borrowing, the Agent will promptly
notify each Bank thereof and of the amount of such Bank's Commitment
Percentage of such Borrowing.

(c) Each Bank will make the amount of its Commitment Percentage of
such Borrowing available to the Agent for the account of the Company at the
Agent's Payment Office on the Borrowing Date requested by the Company in
Immediately available funds by 1:00 p.m. (Houston time) in the case of a
Borrowing comprised of Adjusted CD Rate Revolving Loans or LIBOR Revolving
Loans, and by 1:00 p.m. (Houston time) in the case of a Borrowing comprised of
Base Rate Revolving Loans. The proceeds of all such Loans will then be made
available to the Company by the Agent by wire transfer of immediately
available funds in accordance with written instructions provided to the Agent
by the Company, unless on the date of the Borrowing all or any portion of the
proceeds thereof shall then be required to be applied to the repayment of any
outstanding Swingline Loans pursuant to Section 2.05(f), in which case such
proceeds or portion thereof shall be applied to the repayment of such
Swingline Loans.

(d) After giving effect to any Borrowing of Revolving Loans, there
may not be more than (i) four different Interest Periods in effect in respect
of all Adjusted CD Rate Revolving Loans together then outstanding and (ii)
four different Interest Periods in effect in respect of all LIBOR Revolving
Loans together then outstanding.

2.04 Conversion and Continuation Elections for Revolving Loan
-----------------------------------------------------------
Borrowings. (a) The Company may, upon irrevocable written notice to the Agent
under subsection (b) of this Section:
(i) elect, on any Business Day, in the case of Base Rate Revolving
Loans, or on the last day of the applicable Interest Period, in the case of
Adjusted CD Rate Revolving Loans or LIBOR Revolving Loans, to convert any such
Loans (or any part thereof in an amount not less than the Minimum Tranche)
into Revolving Loans of another Type; or
(ii) elect to renew on the last day of the applicable Interest Period any
Revolving Loans having Interest Periods maturing on such day (or any part
thereof in an amount not less than the Minimum Tranche);
provided, that if at any time the aggregate amount of Adjusted CD Rate
--------
Revolving Loans or LIBOR Loans in respect of any Borrowing is reduced, by
payment, prepayment, or conversion of part thereof to be less than the Minimum
Tranche, such Loans shall automatically convert into Base Rate Revolving
Loans, and on and after such date the right of the Company to continue such
Loans as, and convert such Loans into, Adjusted CD Rate Revolving Loans or
LIBOR Revolving Loans shall terminate, except that if and so long as each such
------
Revolving Loan shall be of the same Type and have the same Interest Period as
Revolving Loans comprising another Borrowing or other Borrowings, and the
aggregate unpaid principal amount of all such Loans of all such Borrowings
shall equal or exceed $10,000,000, the Company shall have the right to
continue all such Loans as, or to convert all such Loans into, Revolving Loans
of such Type having such Interest Period.

(b) The Company shall deliver a Notice of Conversion/Continuation to
be received by the Agent not later than 11:00 a.m. (Houston time) at least (i)
one Business Day in advance of the Conversion/Continuation Date, if the
Revolving Loans are to be converted into or continued as Adjusted CD Rate
Revolving Loans; (ii) three Business Days in advance of the
Conversion/Continuation Date, if the Revolving Loans are to be converted into
or continued as LIBOR Revolving Loans; and (iii) on the
Conversion/Continuation Date, if the Revolving Loans are to be converted into
Base Rate Revolving Loans, specifying:

(A) the proposed Conversion/Continuation Date;

(B) the aggregate amount of Revolving Loans to be converted or renewed;

(D) other than in the case of conversions into Base Rate Revolving Loans,
the duration of the requested Interest Period.

(c) If upon the expiration of any Interest Period applicable to any
Adjusted CD Rate Revolving Loans or LIBOR Revolving Loans, the Company has
failed to select timely a new Interest Period to be applicable to such Loans,
the Company shall be deemed to have elected to convert such Loans into Base
Rate Revolving Loans.

(d) The Agent will promptly notify each Bank of its receipt of a
Notice of Conversion/Continuation, or, if no timely notice is provided by the
Company under this Section, the Agent will promptly notify each Bank of the
details of any automatic conversion. All conversions and continuations shall
be made ratably according to the respective outstanding principal amounts of
the Revolving Loans held by each Bank with respect to which the notice was
given.

(e) Unless the Majority Banks otherwise agree, during the existence
of a Default or Event of Default, the Company may not elect to have a
Revolving Loan converted into or continued as an Adjusted CD Rate Revolving
Loan or a LIBOR Revolving Loan with an Interest Period exceeding one month (in
the case of a LIBOR Revolving Loan) or 30 days (in the case of an Adjusted CD
Rate Revolving Loan).

(f) After giving effect to any conversion or continuation of
Revolving Loans, there may not be more than (i) four different Interest
Periods in effect in respect of all Adjusted CD Rate Revolving Loans together
then outstanding and (ii) four different Interest Periods in effect in respect
of all LIBOR Revolving Loans together then outstanding.

2.05 Procedure for Swingline Borrowings. (a) Each Borrowing of a
----------------------------------
Swingline Loan shall be made upon the Company's irrevocable written notice to
the Agent as described in Section 10.02 in the form of a Notice of Borrowing
prior to 11:00 a.m. (Houston time) (i) one Business Day prior to the requested
Borrowing Date, in the case of an Adjusted CD Rate Swingline Loan, (ii) three
Business Days prior to the requested Borrowing Date, in the case of a LIBOR
Swingline Loan, and (iii) on the requested Borrowing Date, in the case of a
Base Rate Swingline Loan, specifying: (i) the amount of such Loan, which
shall be an amount not less than the Minimum Tranche; (ii) the requested
Borrowing Date, which shall be a Business Day, (iii) the duration of the
Interest Period applicable to such Loan, which shall not be more than 10 days,
and (iv) if the product of the amount of such Loan and the number of days in
the applicable Interest Period equals or exceeds $15,000,000, the Type of
Swingline Loan. Upon receipt of the Notice of Borrowing, the Agent will
promptly provide the Swingline Bank with a copy thereof.

(b) If the product of the amount of a requested Swingline Loan and
the number of days in the applicable Interest Period equals or exceeds
$15,000,000, such Loan shall bear interest at the LIBO Rate plus the
Applicable Margin, the Adjusted CD Rate plus the Applicable Margin or the Base
Rate, as selected by the Company pursuant to Section 2.05(a). If the product
of the amount of a requested Swingline Loan and the number of days in the
applicable Interest Period is less than $15,000,000, such Loan shall bear
interest at the Base Rate.

(c) Unless the Swingline Bank has received notice prior to 11:00 a.m.
(Houston time) on the relevant Borrowing Date from the Agent (including at the
request of any Bank) (i) directing the Swingline Bank not to make the
requested Swingline Loan as a result of the limitation set forth in the
proviso set forth in Section 2.01(b), or (ii) that one or more conditions
specified in Article IV are not then satisfied; then, subject to the terms and
----
conditions hereof, the Swingline Bank will, not later than 2:00 p.m. (Houston
time) on the Borrowing Date specified in such Notice of Borrowing, make the
amount of the requested Swingline Loan available to the Company by wire
transfer of immediately available funds in accordance with written
instructions provided to the Agent by the Company. The Swingline Bank agrees
that, if it has received notice described in clause (i) or (ii) above, it will
not make the requested Swingline Loan to the Company.

(d) After giving effect to any Borrowing of a Swingline Loan, there
may not be more than three different Swingline Loans outstanding at any one
time.

(e) The Agent will notify the Banks of any Swingline Loan Borrowing
or repayment thereof promptly after any such Borrowing or repayment.

(f) If (i) any Swingline Loan shall remain outstanding at 11:00 a.m.
(Houston time) on the last day of the Interest Period applicable to such Loan
and by such time on such day the Agent shall have received neither (A) a
Notice of Borrowing delivered pursuant to Section 2.03 requesting that
Revolving Loans be made pursuant to Section 2.01(a) on such day in an amount
at least equal to the principal amount of such Swingline Loan, nor (B) any
other notice indicating the Company's intent to repay such Swingline Loan with
funds obtained from other sources, or (ii) any Swingline Loans shall remain
outstanding during the existence of a Default or Event of Default and the
Swingline Bank shall in its sole discretion notify the Agent that the
Swingline Bank desires that such Swingline Loans be converted into Revolving
Loans; then, the Agent shall be deemed to have received a Notice of Borrowing
----
from the Company pursuant to Section 2.03 requesting that Base Rate Revolving
Loans be made pursuant to Section 2.01(a) on such day (in the case of the
circumstances described in clause (i) above) or on the first Business Day
subsequent to the date of such notice from the Swingline Bank (in the case of
the circumstances described in clause (ii) above) in an amount equal to the
aggregate amount of such Swingline Loans, and the procedures set forth in
Sections 2.03(b) and 2.03(c) shall be followed in making such Base Rate
Revolving Loans; provided, that such Base Rate Revolving Loans shall be made
--------
notwithstanding the Company's failure to comply with the conditions specified
in Section 4.02; and provided, further, that if a Borrowing of Revolving Loans
-------- -------
becomes legally impracticable and if so required by the Swingline Bank at the
time such Revolving Loans are required to be made by the Banks in accordance
with this Section 2.05(f), each Bank agrees that in lieu of making Revolving
Loans as described above, such Bank shall purchase a participation from the
Swingline Bank in the applicable Swingline Loans in an amount equal to such
Bank's Commitment Percentage of the aggregate principal amount of such
Swingline Loans, and the procedures set forth in Sections 2.03(b) and 2.03(c)
shall be followed in connection with the purchases of such participations.
The proceeds of such Base Rate Revolving Loans shall be applied to repay such
Swingline Loans. A copy of each notice given by the Agent to the Banks
pursuant to this Section 2.05(f) with respect to the making of Revolving Loans
or the purchases of participations, as the case may be, shall be promptly
delivered by the Agent to the Company. Each Bank's obligation in accordance
with this Agreement to make the Revolving Loans or purchase the
participations, as contemplated by this Section 2.05(f), shall be absolute and
unconditional and shall not be affected by any circumstance, including (1) any
set-off, counterclaim, recoupment, defense or other right which such Bank may
have against the Swingline Bank, the Company or any other Person for any
reason whatsoever; (2) the occurrence or continuance of a Default or an Event
of Default; or (3) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

2.06 Increase and Extension of Commitments. (a) The Company shall
-------------------------------------
have the right, without the consent of the Banks but subject to the approval
of the Agent (which approval shall not be unreasonably withheld), to
effectuate from time to time an increase in the total Commitments under this
Agreement by adding to this Agreement one or more Persons that are Eligible
Assignees (who shall, upon completion of the requirements stated in this
Section, constitute "Banks" hereunder), or by allowing one or more Banks to
increase their Commitments hereunder, so that such added and increased
Commitments shall equal the increase in Commitments effectuated pursuant to
this Section; provided that (i) no increase in Commitments pursuant to this
--------
Section shall result in the total Commitments exceeding $1,100,000,000 or
shall result in the aggregate amount of the increases in the Commitments
effectuated pursuant to this Section since the date of this Agreement being in
excess of the sum of $100,000,000 plus the aggregate amount (but not greater
than $50,000,000) of all non-ratable reductions and terminations of
Commitments effectuated pursuant to Section 2.08; (ii) no Bank's Commitment
shall be increased without the consent of such Bank; (iii) there has occurred
and is continuing no Default or Event of Default, and (iv) there has been no
ratable reduction of Commitments pursuant to Section 2.07. The Company shall
deliver or pay, as applicable, to the Agent each of the following items with
respect to each Eligible Assignee (and each existing Bank whose Commitment
will increase) prior to 11:00 a.m. (Houston time) (A) five Business Days prior
to the requested effective date of such increase in the Commitments, if such
date is a No Loan Date, or (B) ten Business Days prior to the requested
effective date of such increase in the Commitments, if such date is not a No
Loan Date:

(1) a written notice of the Company's intention to increase the total
Commitments pursuant to this Section, which shall specify each new Eligible
Assignee, if any, the changes in amounts of Commitments that will result, and
such other information as is reasonably requested by the Agent;

(2) a document in form and substance as may be reasonably required by the
Agent-, executed and delivered by each new Eligible Assignee and each Bank
agreeing to increase its Commitment, pursuant to which it becomes a party
hereto or increases its Commitment, as the case may be, which document, in the
case of a new Eligible Assignee, shall (among other matters) specify the CD
Lending Office, Domestic Lending Office and LIBOR Lending Office of such new
Eligible Assignee;

(3) a Note in the principal amount of the Commit-ment of each new Eligible
Assignee, or a replacement Note in the principal amount of the increased
Commitment of each Bank agreeing to increase its Commitment, as the case may
be, executed and delivered by the Company, which Note shall be in form and
substance as may be reasonably required by Agent; and

(4) a non-refundable processing fee of $4,000, for the sole account of the
Agent.

Upon receipt of any notice referred to in clause (1) above, the Agent
will promptly notify each Bank thereof. Upon execution and delivery of such
documents and the payment of such fee, such new Eligible Assignee shall
constitute a "Bank" hereunder with a Commitment as specified therein, or such
Bank's Commitment shall increase as specified therein, as the case may be.
The Company agrees to pay to the Banks on demand any and all amounts to the
extent payable pursuant to Section 3.02 as a result of any such prepayment of
Loans occasioned by the foregoing increase in the Commitments.

(b) Not less than 30 days nor more than 60 days before the then
current Revolving Termination Date, the Company may, by written request
delivered to the Agent, request that the Revolving Termination Date be
extended for a period of 364 days from the then-current Revolving Termination
Date. The Agent shall notify the Banks of any such request. Such extension
shall only be effective upon the approval thereof in writing by the Agent and
all of the Banks (which approval may be given or withheld in each such
Person's sole discretion). If such approval is given, the Agent will notify
the Company and the Banks thereof, and this Agreement shall be deemed to be
amended to reflect such 364-day extension of the Revolving Termination Date.
Each request for an extension of the Revolving Termination Date under this
Section shall contain a certification by a Responsible Officer that, as of the
date of such request and as of the then current Revolving Termination Date,
(i) the representations and warranties in Article V are and will be true and
correct in all material respects on and as of each such date with the same
effect as if made on and as of each such date (except to the extent such
representations and warranties expressly refer to an earlier date, in which
case they shall be true and correct as of such earlier date), and (ii) no
Default or Event of Default exists or would result from such extension.

2.07 Ratable Reduction or Termination of Commitments. The Company
-----------------------------------------------
may, upon not less than three Business Days' prior notice to the Agent,
terminate all the Commitments, or permanently reduce all the Commitments by an
aggregate minimum amount of $10,000,000 or any multiple of $1,000,000 in
excess thereof; unless, after giving effect thereto and to any prepayments of
------
Loans made on the effective date thereof, (i) the then-outstanding principal
amount of all Revolving Loans and Swingline Loans would exceed the amount of
the combined Commitments of all the Banks then in effect, or (ii) the
then-outstanding principal amount of all Swingline Loans would exceed the
amount of the Swingline Commitment then in effect, as adjusted pursuant to the
last sentence of this Section 2.07. Once reduced in accordance with this
Section, the Commitments may not be increased. Any such reduction of the
Commitments shall be applied ratably to each Bank's Commitment according to
its Commitment Percentage. At no time shall the Swingline Commitment exceed
the combined Commitments of all the Banks, and any reduction of the
Commitments which reduces the combined Commitments of all the Banks below the
then-current amount of the Swingline Commitment shall result in an automatic
corresponding reduction of the Swingline Commitment to the amount of the
combined Commitments of all the Banks, as so reduced, without any action on
the part of the Swingline Bank.

2.08 Non-Ratable Reduction or Termination of Commitments. The Company
---------------------------------------------------
shall have the right, without the consent of any Bank, but subject to the
approval of the Agent (which consent shall not be unreasonably withheld), to
reduce in part or to terminate in whole the Commitment of one or more Banks
non-ratably, provided that (i) the effective date of any such reduction or
--------
termination of Commitments shall be a No Loan Date, (ii) after giving effect
thereto and to any prepayments of Swingline Loans made on the effective date
thereof, the then-outstanding principal amount of all Swingline Loans shall
not exceed the amount of the Swingline Commitment then in effect, as adjusted
pursuant to the penultimate sentence of this Section 2.08; (iii) on the
effective date of any such reduction or termination (x) no Default or Event of
Default shall have occurred and be continuing, (y) the senior unsecured
long-term debt of the Company is rated BBB- or better by S&P or Baa3 or better
by ▇▇▇▇▇'▇, and (z) the Company shall pay to any Bank whose Commitment is
terminated all amounts owed by the Company to such Bank under this Agreement
(including accrued commitment fees), (iv) the aggregate amount of each
non-ratable reduction shall be at least $5,000,000, and (v) the aggregate
amount of all such non-ratable reductions and terminations of Commitments
since the date of this Agreement shall not exceed the sum of $50,000,000, plus
the aggregate amount (but not greater than $50,000,000) of all increases in
Commitments effectuated pursuant to Section 2.06. At no time shall the
Swingline Commitment exceed the combined Commitments of the Banks, and any
reduction of the Commitment of one or more Banks non-ratably which reduces the
combined Commitments of the Banks below the then-current amount of the
Swingline Commitment shall result in an automatic corresponding reduction of
the Swingline Commitment to the amount of the combined Commitments of the
Banks, as so reduced, without any action on the part of the Swingline Bank.
The Company shall give the Agent three Business Days' notice of the Company's
intention to reduce or terminate any Commitment pursuant to this Section.

2.09 Optional and Mandatory Prepayments. (a) Subject to Section 3.02,
----------------------------------
the Company may, at any time or from time to time by irrevocable notice to the
Agent, not later than 11:00 a.m. (Houston time) (i) one Business Day prior to
a prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of
any Offshore Loan, or (iii) on the Business Day of a prepayment of any Base
Loan, ratably prepay Loans in whole or in part, in minimum amounts of
$5,000,000 or any multiple of $1,000,000 in excess thereof. Such notice of
prepayment shall specify the date and amount of such prepayment, whether the
Loans to be prepaid are Revolving Loans or Swingline Loans, the Type(s) of any
Loans to be prepaid and the specific Borrowing or Borrowings pursuant to which
such Loans were made. The Agent will promptly notify each Bank, in the case
of the prepayment of Revolving Loans, or the Swingline Bank, in the case of
the prepayment of Swingline Loans, of its receipt of any such notice, and of
such Bank's Commitment Percentage of such prepayment, as applicable. If such
notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to each such date on the
amount prepaid.

(b) Immediately upon the occurrence of any Specified Transaction or
at any time prior to the date that is 180 days after the date of consummation
of such Specified Transaction, the Agent shall at the request of, and may with
the consent of, the Majority Banks, in their sole and absolute discretion, (i)
by notice to the Company pursuant to Section 10.02, declare the outstanding
principal amount of all Loans, together with accrued interest, amounts payable
pursuant to Section 3.02 and all other amounts outstanding hereunder, to be
immediately due and payable, whereupon such amounts shall immediately be paid
by the Company, and (ii) by notice to the Company pursuant to Section 10.02,
declare the obligation of each Bank to make Loans, including the obligation of
the Swingline Bank to make Swingline Loans, be terminated, whereupon such
obligations shall be terminated immediately.

(c) On the date of any increase in the total Commitments pursuant to
Section 2.06, the Company shall prepay all Revolving Loans outstanding on such
date, together with accrued interest thereon and amounts payable pursuant to
Section 3.02; provided, however, that, notwithstanding the foregoing sentence,
--------
if after giving effect to such an increase in the total Commitments there are
no new Banks hereunder and the Commitment Percentage of each Bank is unchanged
from its Commitment Percentage immediately prior to such increase, then the
Company shall not be required to prepay any Revolving Loans and related
amounts outstanding on such date.

(d) Any mandatory prepayment under subsection (b) or (c) of this
Section shall be made by the Company without presentment, demand, protest or
other notice of any kind, except as provided in subsection (b), all of which
are expressly waived by the Company.

2.10 Repayment. The Company shall repay to the Agent for the account
---------
of each Bank on the Revolving Termination Date the aggregate principal amount
of all Revolving Loans outstanding on such date. The Company shall repay to
the Agent for the account of the Swingline Bank the outstanding principal
amount of each Swingline Loan on the last day of the Interest Period
applicable thereto.

2.11 Interest. (a) Each Loan shall bear interest on the outstanding
--------
principal amount thereof from the applicable Borrowing Date until paid at a
rate per annum equal to the Adjusted CD Rate, the LIBO Rate or the Base Rate,
as the case may be (and subject, in the case of Revolving Loans, to the
Company's right to convert to other Types of Revolving Loans under Section
2.04), plus, in the case of CD Loans and Offshore Loans, the Applicable
Margin; provided, however, that in no event shall the applicable rate payable
-------- -------
to any Bank exceed the Highest Lawful Rate applicable to such Bank.

(b) Interest on each Loan shall be paid to the Agent for the account
of each Bank, in the case of Revolving Loans, or the Swingline Bank, in the
case of Swingline Loans, in arrears on each Interest Payment Date. Interest
shall also be paid on the date of any prepayment of Loans under Section 2.09
for the portion of the Loans so prepaid and upon payment in full thereof.

(c) Any principal amount of any Loan which is not paid when due
(whether at stated maturity, by acceleration or otherwise) shall bear
interest, to the extent permitted by law, from the date on which such amount
became due until such amount is paid in full, payable on demand, at a rate per
annum equal at all times to the sum of the Base Rate in effect from time to
time plus 1.50% per annum, provided, however, that in no event shall such rate
-------- -------
as to any Bank exceed the Highest Lawful Rate applicable to such Bank.

2.12 Fees. The Company agrees to pay to the Agent for the account of
----
each Bank a commitment fee on the average daily amount by which such Bank's
Commitment exceeds the aggregate outstanding principal amount of such Bank's
Revolving Loans, from the date hereof until the Revolving Termination Date at
a rate per annum equal to the Applicable Fee Amount, payable in arrears on the
last Business Day of each calendar quarter during the term of such Bank's
Commitment, and on the Revolving Termination Date. The Company shall pay to
the Agent for its own account and the account of the Arranger such additional
fees as are set forth in the fee letter dated June 29, 1997 among such
Persons.

2.13 Computation of Fees and Interest. All computations of interest
--------------------------------
for Base Rate Revolving Loans and Base Rate Swingline Loans, when the Base
Rate is determined according to clause (b) of the definition of "Base Rate"
shall be made on the basis of a year of 365 or 366 days, as the case may be,
and actual days elapsed. All other computations of fees and interest shall be
made on the basis of a 360-day year and actual days elapsed (but not to exceed
as to any Bank the Highest Lawful Rate applicable to such Bank). Interest and
fees shall accrue during each period during which interest or such fees are
computed from the first day thereof to the last day thereof.

2.14 Interest Rate Determination and Protection. (a) Each Reference
------------------------------------------
Bank and the Swingline Bank, as applicable, agrees to furnish to the Agent
timely information for the purpose of determining each Adjusted CD Rate or
LIBO Rate, as applicable. If any one or more of the Reference Banks shall not
furnish such timely information to the Agent for the purpose of determining
any such interest rate, the Agent shall determine such interest rate on the
basis of timely information furnished by the remaining Reference Banks.

(b) The Agent s hall give prompt notice to the Company and the Banks
of the applicable interest rate determined by the Agent for purposes of
Section 2.11(a).

(c) If fewer than two Reference Banks furnish timely information to
the Agent for determining the LIBO Rate for any LIBOR Revolving Loans or the
Adjusted CD Rate for any Adjusted CD Rate Revolving Loans,

(i) the Agent shall forthwith notify the Company and the Banks that
the interest rate cannot be deter-mined for such LIBOR Revolving Loans or
Adjusted CD Rate Revolving Loans, as the case may be,

(ii) each such Loan will automatically, on the last day of the then
existing Interest Period therefor, convert into a Base Rate Revolving Loan (or
if such Loan is then a Base Rate Revolving Loan, will continue as a Base Rate
Revolving Loan), and

(iii) the obligation of the Banks to make, or to convert Revolving Loans
into or continue Revolving Loans as, Adjusted CD Rate Revolving Loans or LIBOR
Revolving Loans, as the case may be, shall be suspended until the Agent shall
notify the Company and the Banks that the circumstances causing such
suspension no longer exist.

(d) With respect to any Offshore Loan or CD Loan, upon request by the
Company the Agent shall provide to the Company the information furnished by
each Reference Bank or the Swingline Bank, as applicable, to enable the Agent
to determine the LIBOR Rate or the Adjusted CD Rate, as the case may be, for
such Loan.

(e) If, with respect to any Adjusted CD Rate Revolving Loans or LIBOR
Revolving Loans, the Majority Banks notify the Agent that the applicable
interest rate for any Interest Period for such Loans cannot be reasonably
determined or will not adequately reflect the cost to such Majority Banks of
making, funding or maintaining their respective Adjusted CD Rate Revolving
Loans or LIBOR Revolving Loans, as the case may be, for such Interest Period,
the Agent shall forthwith so notify the Company and the Banks, whereupon

(i) each such Revolving Loan will automatically, on the last day of
the then existing Interest Period therefor, convert into a Base Rate Revolving
Loan (or, if such Revolving Loan is then a Base Rate Revolving Loan, will
continue as a Base Rate Revolving Loan), and

(ii) the obligation of the Banks to make, or to convert Revolving Loans
into or continue Revolving Loans as, Adjusted CD Rate Revolving Loans or LIBOR
Revolving Loans, as the case may be, shall be suspended until the Agent shall
notify the Company and the Banks that the circumstances causing such
suspension no longer exist.

(f) If the Swingline Bank notifies the Agent that the applicable
interest rate for any Interest Period for any Adjusted CD Rate Swingline Loan
or LIBOR Swingline Loan cannot be reasonably determined or will not adequately
reflect the cost to the Swingline Bank of making, funding or maintaining such
Loan, the Agent shall forthwith so notify the Company, whereupon the
obligation of the Swingline Bank to make Adjusted CD Rate Swingline Loans or
LIBOR Swingline Loans, as the case may be, shall be suspended until the Agent
shall notify the Company that the circumstances causing such suspension no
longer exist.

2.15 Payments by the Company. (a) Except as otherwise expressly
-----------------------
provided herein, all payments by the Company shall be made in Dollars to the
Agent for the account of the Banks, in the case of Revolving Loans, or the
Swingline Bank, in the case of Swingline Loans, at the Agent's Payment Office
and shall be made without setoff, recoupment or counterclaim. Such payments
shall be made in immediately available funds no later than 1:00 p.m. (Houston
time) on the date specified herein. The Agent will promptly distribute to
each Bank its Commitment Percentage share (or other applicable share as
expressly provided herein), in the case of Revolving Loans, or to the
Swingline Bank, in the case of Swingline Loans, of such payment in like funds
as received. Any payment received by the Agent later than the time specified
above shall be deemed to have been received on the following Business Day, and
any applicable interest or fee shall continue to accrue.

(b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and
such extension of time shall in such case be included in the computation of
interest or fees, as the case may be.

(c) Unless the Agent receives notice from the Company prior to the
date on which any payment is due to the Banks or the Swingline Bank, as the
case may be, that the Company will not make such payment in full as and when
required, the Agent may assume that the Company has made such payment in full
to the Agent on such date in immediately available funds, and the Agent may
(but shall not be so required), in reliance upon such assumption, distribute
to each Bank or the Swingline Bank, as the case may be, on such due date an
amount equal to the amount then due such Bank. If and to the extent the
Company has not made such payment in full to the Agent, each Bank or the
Swingline Bank, as applicable, shall repay to the Agent on demand such amount
distributed to such Bank, together with interest thereon at the Federal Funds
Rate for each day from the date such amount is distributed to such Bank until
the date repaid.

2.16 Payments by the Banks to the Agent. (a) Unless the Agent
------------------------------------
receives notice from a Bank on or prior to the Closing Date or, with respect
to any Borrowing after the Closing Date, at least one Business Day prior to
the proposed Borrowing Date, that such Bank will not make available as and
when required hereunder to the Agent for the account of the Company the amount
of that Bank's Commitment Percentage, in the case of a Revolving Loan
Borrowing, or the Swingline Loan, in the case of a Swingline Loan Borrowing,
the Agent may assume that each Bank, in the case of a Revolving Loan
Borrowing, or the Swingline Bank, in the case of a Swingline Borrowing, has
made such amount available to the Agent in immediately available funds on the
Borrowing Date and the Agent may (but shall not be so required), in reliance
upon such assumption, make available to the Company on such date a
corresponding amount. If and to the extent any Bank shall not have made its
full amount available to the Agent in immediately available funds and the
Agent in such circumstances has made available to the Company such amount,
that Bank shall on the Business Day following such Borrowing Date make such
amount available to the Agent, together with interest at the Federal Funds
Rate for each day during such period. A notice of the Agent submitted to any
Bank with respect to amounts owing under this subsection (a) shall be
conclusive, absent manifest error. If such amount is so made available, such
payment to the Agent shall constitute such Bank's Loan on the date of
Borrowing for all purposes of this Agreement. If such amount is not made
available to the Agent on the Business Day following the Borrowing Date, the
Agent will notify the Company of such failure to fund and, upon demand by the
Agent, the Company shall pay such amount to the Agent for the Agent's account,
together with interest thereon for each day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Loans comprising such Borrowing, in the case of a Revolving Loan
Borrowing, or at the applicable Swingline Rate, in the case of a Swingline
Loan Borrowing.

(b) The failure of any Bank to make any Revolving Loan on any
Borrowing Date shall not relieve any other Bank of any obligation hereunder to
make a Revolving Loan on such Borrowing Date, but no Bank shall be responsible
for the failure of any other Bank to make the Revolving Loan to be made by
such other Bank on any Borrowing Date.

2.17 Sharing of Payments, Etc. If, other than as expressly provided
------------------------
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
non-pro rata payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise), such Bank shall immediately (a) notify
the Agent of such fact, and (b) purchase from the other Banks such
participations in the Loans made by them as shall be necessary to cause such
purchasing Bank to share the excess payment with each of them in accordance
with their Commitment Percentages; provided, however, that if all or any
-------- -------
portion of such excess payment is thereafter recovered from the purchasing
Bank, such purchase shall to that extent be rescinded and each other Bank
shall repay to the purchasing Bank the purchase price paid therefor, together
with an amount equal to such paying Bank's Commitment Percentage (according to
the proportion of (i) the amount of such paying Bank's required repayment to
(ii) the total amount so recovered from the purchasing Bank) of any interest
or other amount paid or payable by the purchasing Bank in respect of the total
amount so recovered. The Company agrees that any Bank so purchasing a
participation from another Bank may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Bank were the direct
creditor of the Company in the amount of such participation.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes. (a) Any and all payments by the Company to each Bank or
-----
the Agent under this Agreement and any Note shall be made free and clear of,
and without deduction or withholding for, any Taxes. In addition, the Company
shall pay all Other Taxes.

(b) To the fullest extent permitted by applicable law, the Company
agrees to indemnify and hold harmless each Bank and the Agent for the full
amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by
any jurisdiction on amounts payable under this Section 3.01) paid by such Bank
or the Agent and any liability (including penalties, interest, additions to
tax and expenses) arising therefrom or with respect thereto, whether or not
such Taxes or Other Taxes were correctly or legally asserted. Payment under
this indemnification shall be made within 30 days after the date the Bank or
the Agent makes written demand therefor in accordance with this Section
3.01(b).

(c) If the Company shall be required by law to deduct or withhold any
Taxes or Other Taxes from or in respect of any sum payable under this
Agreement or any Note to any Bank or the Agent, then: (i) the sum payable
shall be increased as necessary so that after making all required deductions
and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section 3.01) such Bank or the Agent, as
the case may be, receives an amount equal to the sum it would have received
had no such deductions or withholdings been made; (ii) the Company shall make
such deductions and withholdings; and (iii) the Company shall pay the full
amount deducted or withheld to the relevant taxing or other authority in
accordance with applicable law.

(d) Notwithstanding anything to the contrary contained in this
Agreement, each of the Company and the Agent shall be entitled, to the extent
it is required to do so by law, to deduct or withhold income or other similar
taxes imposed by the United States of America from interest, fees or other
amounts payable under this Agreement or any Note for the account of any Bank
(without indemnification or the payment by the Company of increased amounts
pursuant to clause (a), (b) or (c) above) other than a Bank (i) which is a
domestic corporation (as defined in Section 7701 of the Code) for federal
income tax purposes or (ii) which has the Prescribed Forms on file with the
Company and the Agent for the applicable year, provided that if the Company
shall so deduct or withhold any such taxes, it shall provide a statement to
the Agent and such Bank, setting forth the amount of such taxes so deducted or
withheld, the applicable rate and any other information or documentation which
such Bank or the Agent may reasonably request to assist such Bank or the Agent
in obtaining any allowable credits or deductions for the taxes so deducted or
withheld in the jurisdiction or jurisdictions in which such Bank is subject to
tax.

(e) Within 30 days after the date of any payment by the Company of Taxes
or Other Taxes, the Company shall furnish the Agent the original or a
certified copy of a receipt (if available) evidencing payment thereof, or
other evidence of payment satisfactory to the Agent.

(f) Each Bank shall use reasonable efforts (consistent with its internal
policies and legal and regulatory restrictions) to select a jurisdiction for
its Lending Office or change the jurisdiction of its Lending Office, as the
case may be, so as to avoid the imposition of any Taxes or Other Taxes or to
eliminate any such additional payment by the Company which may thereafter
accrue; provided that no such selection or change shall be made if, in the
--------
sole judgment of such Bank, such selection or change would be disadvantageous
to such Bank.

3.02 Breakage Costs. If (a) any payment of principal of any CD Loan
--------------
or Offshore Loan is made by the Company prior to the last day of an Interest
Period relating to such Loan, or (b) the Company fails to borrow a Borrowing
consisting of a CD Loan or an Offshore Loan on the date for such Borrowing
specified in the Notice of Borrowing (except as permitted by and subject to
the provisions of Sections 2.14(c), (e) and (f) and 3.04), then upon demand by
any Bank, the Company shall pay to the Agent for the account of such Bank any
amounts required to compensate such Bank for any losses, costs or expenses
which it may reasonably incur as a result of such payment, including, without
limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reasons of the liquidation or reemployment of deposits or other
funds acquired by such Bank to fund or maintain such Borrowing, but not
including any cost of termination or liquidation of any hedge or related
trading position (such as a rate swap, basis swap, forward rate transaction,
interest rate option, cap, collar or floor transaction, swaption, or any
other, similar transaction). For purposes of calculating amounts payable by
the Company to the Banks under this Section, (i) each Offshore Loan made by a
Bank (and each related reserve, special deposit or similar requirement) shall
be conclusively deemed to have been funded at the LIBO Rate used in
determining such Offshore Loan by a matching deposit or other borrowing in the
interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Offshore Loan is in fact so funded, and (ii) each
CD Loan made by a Bank (and each related reserve, special deposit or similar
requirement) shall be conclusively deemed to have been funded at the
Certificate of Deposit Rate used in determining the Adjusted CD Rate for such
CD Loan by the issuance of its certificate of deposit in a comparable amount
and for a comparable period, whether or not such CD Loan is in fact so funded.

3.03 Increased Costs. (a) If, due to either: (i) after the date
---------------
hereof, the introduction of or any change (other than any change by way of
imposition or increase of reserve requirements pursuant to Section 3.05) in or
in the interpretation of any law or regulation by a Governmental Authority
charged with the interpretation or administration thereof, or (ii) the
compliance with any guideline enacted after the date hereof or request
received after the date hereof from any Governmental Authority (whether or not
having the force of law) the effect of which is to impose or modify any
reserve, special deposit, insurance assessment, or similar requirement
relating to any extensions of credit or other assets of, or any deposits with
or other liabilities of, any Bank (other than reserves maintained as provided
for in Section 3.05), there shall be any actual increase in the cost to such
Bank of agreeing to make or making, funding or maintaining any CD Loan or
Offshore Loan, then the Company shall from time to time, upon demand by such
Bank (with a copy of such demand to the Agent), pay to the Agent for the
account of such Bank additional amounts sufficient to compensate such Bank for
such actual increased cost. Promptly after any Bank becomes aware of any such
introduction, change or proposed compliance, such Bank shall notify the
Company thereof. No Bank shall be permitted to recover increased costs
incurred or accrued more than 90 days prior to the date such notice is given
to the Company, unless such change in law, regulation, enactment or request
giving rise to increased costs hereunder is retroactive in effect and such
Bank gives notice of demand for compensation not later than 90 days from the
date on which such law or regulation is in effect or such enactment or request
occurs.

(b) If the Company so notifies the Agent within five Business Days
after any Bank notifies the Company of any increased cost pursuant to the
provisions of Section 3.03(a), the Company shall convert all Revolving Loans
of the Type affected by such increased cost of all Banks then outstanding into
Revolving Loans of another Type in accordance with Section 2.04 and,
additionally, reimburse such Bank for such increased cost in accordance with
Section 3.03(a).

(c) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority, charged with the interpretation or
administration thereof, or compliance by any Bank (or its Lending Office) or
the corporation controlling such Bank with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency has the effect of increasing the
amount of capital required or expected to be maintained as a result of its
Commitment hereunder, such Bank shall have the right to give prompt written
notice to the Company with a copy to the Agent, which notice shall notify the
Company of the additional amounts as shall be required to compensate such Bank
for the increased cost to such Bank as a result of such increase in capital
and shall certify that such costs are generally being charged by such Bank to
other similarly situated borrowers under similar credit facilities and such
amounts shall be paid promptly by the Company. No Bank shall be permitted to
recover increased costs incurred or accrued more than 90 days prior to the
date such notice is given to the Company, unless such adoption, change,
request or directive giving rise to increase in capital is adopted or required
retroactively and such Bank gives notice of demand for compensation not later
than 90 days from the date on which such adoption, change, request or
directive occurs.

(d) Each Bank shall use its best efforts (consistent with its internal
policies and legal and regulatory restrictions) to select a jurisdiction for
its Lending Office or change the jurisdiction of its Lending Office, as the
case may be, so as to avoid the imposition of any increased costs under this
Section 3.03 or to eliminate the amount of any such increased cost which may
thereafter accrue; provided that no such selection or change of the
--------
jurisdiction for its Lending Office shall be made if, in the reasonable
judgment of such Bank, such selection or change would be disadvantageous to
such Bank.

3.04 Illegality. Notwithstanding any other provision of this
----------
Agreement, if any Bank shall notify the Agent that, after the date hereof, the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any Governmental Authority shall assert
that it is unlawful, for any Bank or its LIBOR Lending Office to make any
Offshore Loans or to continue to fund or maintain any Offshore Loan hereunder,
then, on notice thereof and demand therefor by such Bank to the Company, (i)
the obligation of such Bank to make Offshore Loans and to convert Revolving
Loans into LIBOR Revolving Loans shall be suspended until the Agent shall
notify the Company that the circumstances causing such suspension no longer
exist, and (ii) the Company shall, if permitted by applicable law, convert on
the last day of the applicable Interest Period, and if not so permitted,
forthwith convert all LIBOR Revolving Loans of all Banks then outstanding into
Revolving Loans of another Type in accordance with Section 2.04.

3.05 Reserves on Offshore Loans. If any Bank shall be required under
--------------------------
regulations of the FRB to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits (currently
known as "Eurocurrency liabilities"), and if as a result thereof there is an
increase in the cost to such Bank of agreeing to make or making, funding or
maintaining Offshore Loans, the Company shall from time to time, upon demand
by such Bank (with a copy of such demand to the Agent), pay to the Agent for
the account of such Bank additional amounts, as additional interest hereunder,
sufficient to compensate Bank for such increased cost. Increased costs under
this Section 3.05 shall be payable by the Company on each Interest Payment
Date on such Offshore Loans, provided the Company shall have received at least
15 days' prior written notice (with a copy to the Agent) of such additional
interest from the Bank. If a Bank fails to give notice 15 days prior to the
relevant Interest Payment Date, such additional interest shall be payable 15
days from receipt of such notice. No Bank shall be permitted to recover
additional interest incurred or accrued more than 90 days prior to the date
such notice is given to the Company, unless any such reserve requirement
giving rise to additional interest hereunder is made or announced
retroactively and such Bank gives notice of demand for compensation not later
than 90 days from the date on which such requirement is in effect.

3.06 Replacement of Bank; Termination of Bank. In the event that any
----------------------------------------
Bank makes a demand for payment pursuant to Sections 3.01 or 3.03, or any Bank
has suspended its funding of Offshore Loans pursuant to Section 3.04, the
Company shall have the right, if no Default or Event of Default then exists,
to either replace such Bank in accordance with subsection (a) of this Section
3.06 or terminate such Bank's Commitment in accordance with subsection (b) of
this Section 3.06. If any Banks that are not Affiliates as of the Closing Date
become Affiliates after the Closing Date (each such Bank, a "New Affiliate
-------------
Bank"), the Company shall have the right, if no Default or Event of Default
----
then exists, to either replace each such New Affiliate Bank (other than the
New Affiliate Bank having the largest Commitment) in accordance with
subsection (a) of this Section 3.06 or terminate each such New Affiliate Bank
(other than the New Affiliate Bank having the largest Commitment) in
accordance with subsection (b) of this Section 3.06.

(a) If the Company determines to replace a Bank pursuant to this
Section 3.06, the Company shall have the right to replace such Bank with an
entity that is an Eligible Assignee (a "Replacement Bank"); provided that such
---------------- --------
Replacement Bank, (i) if it is not already a Bank, shall be reasonably
acceptable to the Agent, (ii) shall unconditionally offer in writing (with a
copy to the Agent) to purchase all of such Bank's rights hereunder and
interest in the Loans owing to such Bank and the Note held by such Bank
without recourse at the principal amount of such Note plus interest and fees
accrued thereon to the date of such purchase on a date therein specified, and
(iii) shall, along with the Bank to be replaced, execute and deliver to the
Agent an Assignment and Acceptance pursuant to which such Replacement Bank
becomes a party hereto with a Commitment equal to that of the Bank being
replaced, including, in the case of the replacement of the Swingline Bank, the
Swingline Commitment, which document shall (among other matters) specify the
CD Lending Office, Domestic Lending Office and LIBOR Lending Office of such
Replacement Bank. Upon satisfaction of the requirements set forth in the
first sentence of this Section 3.06(a), acceptance of such offer to purchase
by the Bank to be replaced, payment to such Bank of the purchase price in
immediately available funds, and the payment by the Company of all requested
costs accruing to the date of purchase which the Company is obligated to pay
under Section 3.02 and all other amounts owed by the Company to such Bank
(other than the principal of and interest on the Loans of such Bank purchased
by the Replacement Bank and interest and fees accrued thereon to the date of
purchase), and payment by the Replacement Bank to the Agent of a
non-refundable processing fee of $4,000, the Replacement Bank shall constitute
a "Bank" hereunder with a Commitment as so specified and the Bank being so
replaced shall no longer constitute a "Bank" hereunder (with the signature
pages and Schedule 2.01 being deemed amended to reflect same) and such Bank
--------------
shall be relieved of its obligations hereunder. If, however, (x) a Bank
accepts such an offer and such proposed Replacement Bank fails to purchase
such rights and interest on such specified date in accordance with the terms
of such offer, the Company shall continue to be obligated to pay the increased
costs or additional amounts due to such Bank pursuant to Section 3.01, 3.03 or
3.05 (if a demand for repayment of increased costs or additional amounts
pursuant to any of such Sections is the basis for the proposed replacement),
as the case may be, or (y) the Bank proposed to be replaced fails to accept
such purchase offer, the Company (if the basis for the proposed replacement is
a demand for payment of increased costs or additional amounts pursuant to
Sections 3.01, 3.03 or 3.05) shall not be obligated to pay to such Bank such
increased costs or additional amounts to the extent incurred or accrued from
and after the date of such purchase offer, but in each of the cases set forth
in clauses (x) and (y), the Company shall continue to have the right to
terminate such Bank's Commitment in accordance with Section 3.06(b).

(b) In the event that the Company determines to terminate a Bank's
Commitment pursuant to this Section 3.06 which, in the case of the Swingline
Bank, includes the Swingline Commitment, the Company shall give notice to such
Bank of the Company's election to terminate (a copy shall be sent to the
Agent), and such termination shall become effective 15 days thereafter unless
such Bank withdraws its request for additional compensation (with respect to a
proposed termination based on a request for additional compensation) or
reinstates its funding of Offshore Loans (with respect to a proposed
termination based on a suspension of funding of Offshore Loans). On the date
of the termination of the Commitment of any Bank pursuant to this Section
3.06(b), (x) the Company shall deliver notice of the effectiveness of such
termination to such Bank and to the Agent, (y) the Company shall pay all
amounts owed by the Company to such Bank under this Agreement or under the
Note payable to such Bank (including principal of and interest on the Loans
owed to such Bank, accrued commitment fees and amounts specified in such
Bank's notice (if any) delivered pursuant to Sections 3.01, 3.03 or 3.05 as
the case maybe, with respect to the period prior to such termination) and (z)
upon the occurrence of the events set forth in clauses (x) and (y), such Bank
shall cease to be a "Bank" hereunder for all purposes (except for purposes of
the provisions of this Agreement which by their terms survive the termination
of this Agreement) and such Bank shall be relieved of its obligations
hereunder.

3.07 Reallocation of Commitments in Event of Merger, Etc. If after
---------------------------------------------------
the Closing Date any Bank merges or consolidates with or into one or more
other Banks, the surviving entity of such merger or consolidation (the
"Surviving Bank") shall at the request of the Company, if no Default or Event
---------------
of Default then exists, assign all or a portion of its Resulting Increased
Commitment (as defined below) to one or more entities selected by the Company
that are Eligible Assignees (each an "Acquiring Entity"); provided that (i)
----------------
each Acquiring Entity shall unconditionally offer in writing (with a copy to
the Agent) to purchase a portion of the Surviving Bank's Resulting Increased
Commitment and the portion of the Revolving Loans owing to the Surviving Bank
and the Note or Notes held by the Surviving Bank allocable to the amount of
the Resulting Increased Commitment to be acquired; (ii) the portion of the
Resulting Increased Commitment of the Surviving Bank acquired by each
Acquiring Entity shall be in integral multiples of $1,000,000; (iii) the
purchase price to be paid by the Acquiring Entity shall be the outstanding
principal amount of the Revolving Loans owed to the Surviving Bank on the date
of purchase (plus interest and fees accrued thereon) that are allocable to the
amount of the Resulting Increased Commitment being acquired; (iv) each
Acquiring Entity, if it is not already a Bank, shall be reasonably acceptable
to the Agent; and (v) if any of the Surviving Bank's Loans must be prepaid
prior to the last day of the Interest Period relating to such Loans, the
Company shall pay amounts payable under Section 3.02 of this Agreement. Each
assignment hereunder shall be accomplished in accordance with, and subject to
the terms and conditions contained in, the third sentence of Section 10.07(c),
and to the extent of any such assignment, the Surviving Bank shall be relieved
of its obligations hereunder with respect to its assigned Commitment. To the
extent that the Surviving Bank's Resulting Increased Commitment is not
acquired by an Acquiring Entity, the Company shall have the right to terminate
the Surviving Bank's Resulting Increased Commitment by notice given to the
Agent and such Bank within 180 days after the effective date of such merger or
consolidation. The termination shall be effective 15 days thereafter,
provided that on the date of termination the Company shall have paid to the
Surviving Bank all amounts owed by the Company to the Surviving Bank allocable
to the amount of the Surviving Bank's Resulting Increased Commitment being
terminated (including principal of the Revolving Loans owed to the Surviving
Bank allocable to the portion of the Resulting Increased Commitment being
terminated plus interest and fees accrued on such portion). The amounts owed
by the Company to the Surviving Bank under this Agreement that are allocable
to the amount of the Resulting Increased Commitment being acquired or
terminated pursuant to this Section 3.07, shall be the product of (a) all
amounts owed by the Company to the Surviving Bank hereunder on the date of
acquisition or termination (including the outstanding principal amount of the
Revolving Loans owed to the Surviving Bank and interest and fees accrued
thereon), and (b) a fraction having as it numerator the amount of the
Resulting Increased Commitment being acquired or terminated and having as its
denominator the total amount of the Surviving Bank's Commitment without giving
effect to such acquisition or termination. For the purposes of this Section
3.07, "Resulting Increased Commitment" shall mean (a) the total combined
--------------------------------
Commitment of the Surviving Bank immediately following a merger or
consolidation contemplated by this Section 3.07, minus (b) the amount of the
largest Commitment (immediately prior to such merger or consolidation) of any
Bank that was a party to such merger or consolidation, excluding the Swingline
Commitment in the event the Swingline Bank is a Surviving Bank.

3.08 Certificates of Banks. Any Bank claiming reimbursement or
-----------------------
compensation under this Article III shall, as part of each notice and demand
for payment required under this Article III, deliver to the Company (with a
copy to the Agent) a certificate setting forth in reasonable detail the amount
and basis of the reimbursement or compensation payable to the Bank hereunder,
certifying that such Bank is generally charging such reimbursement or
compensation to other similarly situated borrowers under similar credit
facilities, and such certificate shall be conclusive and binding on the
Company in the absence of manifest error; provided that the determination of
--------
such amount shall be made in good faith in a manner generally consistent with
such Bank's standard practices.

3.09 Survival. The agreements and obligations of the Company in this
--------
Article III shall survive the payment of all other Obligations.

ARTICLE IV

CONDITIONS PRECEDENT

4.01 Conditions of Initial Loans. The obligation of each Bank to
---------------------------
make its initial Loan hereunder, including the obligation of the Swingline
Bank to make its initial Swingline Loan, is subject to the condition that the
Agent have received on or before the Closing Date all of the following, in
form and substance satisfactory to the Agent and each Bank:

(a) Credit Agreement and Notes. This Agreement and the Notes
-----------------------------
executed by each party thereto;

(b) Resolutions; Incumbency. (i) Copies of the resolutions of the board
-----------------------
of directors of the Company authorizing the transactions contemplated hereby,
certified as of the Closing Date by the Secretary or an Assistant Secretary of
the Company; and (ii) a certificate of the Secretary or Vice President of the
Company certifying the names and true signatures of the officers of the
Company authorized to execute and deliver each Loan Document to be executed by
the Company;

(c) Organization Documents: Good Standing. Each of the following
----------------------------------------
documents: (i) the articles or certificate of incorporation and the bylaws of
the Company as in effect on the Closing Date, certified by the Secretary or
Assistant Secretary of the Company as of the Closing Date; and (ii) a good
standing certificate for the Company from the Secretary of State (or similar,
applicable Governmental Authority) of its state of incorporation and of the
State of Texas dated as of a recent date;

(d) Legal Opinions. An opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and
--------------
Assistant General Counsel of the Company, addressed to the Agent and the
Banks, substantially in the form of Exhibit D-1, and an opinion of ▇▇▇▇▇▇ &
-----------
▇▇▇▇▇▇ L.L.P., counsel to the Company, addressed to the Agent and the Banks,
substantially in the form of Exhibit D-2;
------------

(e) 5-Year Credit Agreement. Evidence that all conditions to closing of
-----------------------
the 5-Year Credit Agreement have occurred;

(f) Officer's Certificate. A certificate signed by a Responsible Officer
---------------------
of the Company, dated as of the Closing Date, stating that

(i) the representations and warranties contained in Article V are true and
correct in all material respects on and as of such date, and

(ii) no Default or Event of Default exists or would result from the
initial Borrowing;

(g) Termination of Commitments under Existing Credit Agreements.
-----------------------------------------------------------
Evidence that the commitments to lend under the $500,000,000 Revolving Credit
Agreement dated as of October 31, 1995 among the Company, the banks party
thereto, Bank of America National Trust and Savings Association, as
Administrative Agent, NationsBank of Texas, National Association and Citibank,
N.A., as co-agents, as amended and restated by the parties as of October 29,
1996 and under the $1,000,000,000 Revolving Credit Agreement dated as of
October 31, 1995 among the Company, the banks party thereto, Bank of America
National Trust and Savings Association, as Administrative Agent, NationsBank
of Texas, National Association and Citibank, N.A., as co-agents, as amended
and restated by the parties as of October 29, 1996 (collectively, the
"Existing Credit Agreements") have been terminated and that all principal,
----------------------------
interest, fees and other amounts due thereunder (including under Section 3.02
of each Existing Credit Agreement) have been paid or arrangements satisfactory
to the Agent have been made for the payment thereof as of the Closing Date;
and

(h) Other Documents. Such other approvals, opinions, documents or
----------------
materials as the Agent or any Bank may reasonably request.

4.02 Conditions to All Borrowings. The obligation of each Bank to
----------------------------
make any Loan, including the obligation of the Swingline Bank to make any
Swingline Loan, is subject to the satisfaction of the following conditions
precedent on the relevant Borrowing Date:

(a) Notice of Borrowing. The Agent shall have received a Notice of
-------------------
Borrowing;

(b) Continuation of Representations and Warranties. The representations
----------------------------------------------
and warranties in Article V shall be true and correct in all material respects
on and as of such Borrowing Date with the same effect as if made on and as of
such Borrowing Date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date); and

(c) No Existing Default. No Default or Event of Default shall exist or
-------------------
shall result from such Borrowing.

Each Notice of Borrowing submitted by the Company hereunder, and each making
of a Borrowing by the Company, shall constitute a representation and warranty
by the Company hereunder, as of the date of each such notice or request and as
of each Borrowing Date, that the conditions in Section 4.02 are satisfied.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Agent and each Bank that:

5.01 Corporate Existence. The Company and each of its Restricted
-------------------
Subsidiaries are duly incorporated or otherwise formed, validly existing and
(if applicable) in good standing in each case under the laws of its
jurisdiction of incorporation or formation and have all requisite power and
all authority as a corporation, partnership or other form of business
organization, governmental licenses, authorizations, certificates, consents
and approvals required to carry on their respective businesses as now
conducted in all material respects.

5.02 Corporate Power. The execution, delivery and performance by the
---------------
Company of the Loan Documents and the consummation of the transactions
contemplated by such Loan Documents are within the Company's corporate powers,
have been duly authorized by all necessary corporate action, and do not
contravene (a) the Company's charter or bylaws or (b) any law or regulation
applicable to the Company, or (c) any material ("material" for the purposes of
this representation meaning creating a liability of $50,000,000 or more)
agreement binding on the Company, or, to its knowledge, any other agreement
binding on the Company.

5.03 Authorization and Approvals. No authorization or approval or
---------------------------
other action by, and no notice to or filing with, any Governmental Authority
is required for the due execution, delivery and performance by the Company of
the Loan Documents or the consummation of the transactions contemplated by
such Loan Documents.

5.04 Enforceable Obligations. This Agreement has been duly executed
-----------------------
and delivered by the Company. This Agreement is, and, when executed and
delivered in accordance with this Agreement, each Note will be, the legal,
valid and binding obligations of the Company enforceable against the Company
in accordance with their respective terms, except as such enforceability may
be limited by any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors' rights generally, and by
general principles of equity.

5.05 Financial Statements. The audited consolidated balance sheet of
--------------------
the Company and its Subsidiaries as of December 31, 1996, and the related
audited consolidated statements of income and cash flows for the fiscal year
then ended (as shown on the Company's Form 10-K for the year ended December
31, 1996) and the unaudited consolidated balance sheet of the Company and its
Subsidiaries as of June 30, 1997 and the related unaudited statements of
income and cash flows for the fiscal quarter then ended (as shown on the
Company's Form 10-Q for the quarter ended June 30, 1997), fairly present the
consolidated financial condition of the Company and its Subsidiaries as of
such dates and the consolidated results of operations of the Company and its
Subsidiaries for such fiscal periods, all in accordance with GAAP except as
otherwise expressly noted therein, subject (in the case of the unaudited
balance sheet and income statement) to changes resulting from normal year-end
audit adjustments.

5.06 Litigation. Except as disclosed in the Company's Form 10-K for
----------
the year ended December 31, 1996, or the Company's Forms 10-Q for the quarters
ended March 31 and June 30, 1997, which were delivered to the Banks prior to
the date hereof, or as further disclosed by the Company to the Banks and the
Agent in writing prior to the date hereof, there is no pending or, to the
knowledge of the Company, threatened action or proceeding affecting the
Company or any of its Subsidiaries before any court, governmental agency or
arbitrator, in which there is a reasonable likelihood of an adverse decision
which could materially adversely affect the consolidated financial condition
or operations of the Company and its Subsidiaries, taken as a whole. There is
no pending or, to the knowledge of the Company, threatened action or
proceeding affecting the Company which purports to affect the legality,
validity, binding effect or enforceability of any of the Loan Documents.

5.07 Regulation U. Following the application of the proceeds of each
------------
Loan, not more than 25% of the value of the assets of the Company which are
subject to any arrangement with the Agent or any Bank (herein or otherwise)
whereby the Company's or any Subsidiary's right or ability to sell, pledge or
otherwise dispose of assets is in any way restricted will be Margin Stock.

5.08 Investment Company Act. Neither the Company nor any of its
------------------------
Subsidiaries is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

5.09 ERISA. The Company is in compliance with all applicable
-----
provisions of ERISA except where the failure to comply would not have a
Material Adverse Effect.

5.10 Holding Company. Neither the Company nor any of its Subsidiaries
---------------
is a "holding company", or a "subsidiary company" of a "holding company", or
an "affiliate" of a "holding company" or of a "subsidiary company" of a
"holding company", or a "public utility" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

5.11 Environmental Condition. Except as disclosed in the Company's
-----------------------
Form 10-K Report for the year ended December 31, 1996 or in the Company's Form
10-Q Report for the quarter ended June 30, 1997, or as further disclosed by
the Company to the Banks and the Agent in writing, the aggregate contingent
and non-contingent liabilities of the Company and its Subsidiaries which are
presently known to any Responsible Officer and reasonably expected to arise in
connection with (a) the requirements of Environmental Protection Statutes or
(b) any obligation or liability to any Person in connection with any
Environmental matters, including any release or threatened release of any
Hazardous Substance or Hazardous Waste, do not exceed 10% of the Consolidated
Tangible Net Worth of the Company (excluding such liabilities to the extent
covered by insurance if the insurer has confirmed that such insurance covers
such liabilities).

5.12 No Material Adverse Change. Since December 31, 1996, there has
--------------------------
been no material adverse change in the business, consolidated financial
position or consolidated results of operation of the Company and its
Subsidiaries taken as a whole.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Bank shall have any Commitment hereunder, the Swingline
Bank shall have any Swingline Commitment, or any Note shall remain unpaid, the
Company will unless the Majority Banks waive compliance in writing:

6.01 Compliance with Laws Etc. Comply and cause each of its
------------------------
Subsidiaries to comply in all material respects with all applicable laws,
rules, regulations and orders, including compliance with the requirements of
ERISA and Environmental Protection Statutes and the payment and discharge
before delinquency of all taxes, assessments and governmental charges or
levies imposed upon the Company or any of its Subsidiaries or any property of
the Company or any of its Subsidiaries, in each case to the extent that the
failure to comply, pay or discharge would have a material adverse effect on
the Company and its Subsidiaries taken as a whole; provided that neither the
--------
Company nor any Subsidiary of the Company shall be required to pay any such
tax, assessment, charge or levy or comply with any requirement which is being
contested in good faith and adequately reserved against to the extent required
by GAAP.

6.02 Reporting Requirements. Furnish to the Agent and each of the
----------------------
Banks:

(a) promptly after the filing or sending thereof and in any event not
later than 115 days after the end of each fiscal year, a copy of the Company's
annual report which it sends to its public security holders and a copy of the
Company's report on Form 10-K which the Company files with the SEC for such
year together with a duly-completed Compliance Certificate;

(b) promptly after the filing thereof, and in any event within 60 days
after the end of each of the first three fiscal quarters during each fiscal
year, the Company's report on Form 10-Q which the Company files with the SEC
for such quarter together with a duly completed Compliance Certificate;

(c) promptly, but in any event within five Business Days after a
Responsible Officer of the Company has obtained knowledge thereof, a notice of
each Default or Event of Default, together with a statement of a Responsible
Officer setting forth the details of such Default or Event of Default and the
actions which the Company has taken and proposes to take with respect thereto;

(d) promptly after the filing thereof, notice of filing of each of the
reports on Form 8-K and each Schedule 13D (and any amendment thereto), if any,
which the Company files with the SEC, together with a copy of such filing;

(e) promptly upon any Responsible Officer becoming aware thereof,
notice of any transaction or event that is, or is reasonably anticipated to
result in, a Specified Transaction or a Change in Control as to the Company;

(f) promptly upon such date becoming reasonably determinable by any
Responsible Officer (but no later than two Business Days after the effective
date of any Specified Transaction or Change in Control), notice of the
effective date of any Specified Transaction or Change in Control as to the
Company; and

(g) such other information respecting the condition or operations,
financial or otherwise, of the Company and its Subsidiaries as any Bank
through the Agent may from time to time reasonably request.
Reports required to be delivered pursuant to subsections (a), (b) and (d) of
this Section 6.02 shall be deemed to have been delivered on the date on which
the Company posts such reports on the Company's website on the Internet at the
website address listed on the signature pages hereof or when such report is
posted on the SEC's website at ▇▇▇.▇▇▇.▇▇▇.; provided that the Company shall
--------
deliver paper copies of the reports referred to in subsections (a), (b) and
(d) of this Section 6.02 to the Agent or any Bank who requests the Company to
deliver paper copies until written notice to cease delivering paper copies is
given by the Agent or such Bank and provided, further, that in every instance
-------- -------
the Company shall provide paper copies of the Compliance Certificates required
by subsections (a) and (b) and the notice required by subsection (d) of this
Section 6.02 to the Agent and each of the Banks. Except for the Compliance
Certificates referred to in subsections (a) and (b) of this Section 6.02, the
Agent shall have no obligation to request the delivery or to maintain copies
of the reports referred to in subsections (a), (b) or (d) of this Section 6.02
or to monitor compliance by the Company with any such request for delivery,
and each Bank shall be solely responsible for requesting delivery to it or
maintaining its copies of such reports.

6.03 Use of Proceeds. Use the proceeds of the Loans for general
---------------
corporate purposes, including to backstop the Company's commercial paper
program and for acquisitions, provided that such acquisitions would not cause
a Default or Event of Default hereunder that is not waived by the Banks
pursuant to Section 10.01 and are undertaken and consummated in accordance
with all applicable Requirements of Law in all material respects.

6.04 Maintenance of Insurance. Maintain, and cause each of its
------------------------
Restricted Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as
are usually carried by companies engaged in similar businesses and owning
similar properties in the same general areas in which the Company and its
Restricted Subsidiaries operate, provided that the Company and its Restricted
Subsidiaries may self-insure to the extent and in the manner normal for
companies of like size, type and financial condition. The Company may
maintain its Restricted Subsidiaries' insurance on behalf of them.

6.05 Corporate Existence Etc. Preserve and maintain, and cause each
-----------------------
of its Restricted Subsidiaries to preserve and maintain, its corporate
existence, rights and franchises; provided, however, that no Event of Default
---------- -------
shall arise under this Section 6.05 as a result of any Specified Transaction
if any prepayment required under Section 2.09(b) is timely made, or as a
result of the termination of existence, rights and franchises of any
Restricted Subsidiary pursuant to any merger or consolidation to which such
Restricted Subsidiary is a party, and provided, further, that the Company or
-------- -------
any Restricted Subsidiary shall not be required to preserve any right or
franchise if the Company or such Restricted Subsidiary shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company or such Restricted Subsidiary, as the case may be, and that the
loss thereof is not disadvanta-geous in any material respect to the Banks.

6.06 Visitation Rights. From time to time and so long as any visit or
-----------------
inspection will not unreasonably interfere with the operations of the Company
and its Restricted Subsidiaries, upon reasonable notice, permit the Agent and
any Bank or any agents or representatives thereof to examine the financial
records and books of account of, and visit and inspect the properties of, the
Company and any such Restricted Subsidiary, and to discuss the affairs,
finances and accounts of the Company and any such Restricted Subsidiary with
any of their respective officers or directors.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Bank shall have any Commitment hereunder, the Swingline
Bank shall have any Swingline Commitment, or any Note shall remain unpaid, the
Company will not, unless the Majority Banks waive compliance in writing:

7.01 Leverage Ratio. Permit, as of the last day of any fiscal
--------------
quarter, its ratio of (a) the aggregate outstanding principal amount of Total
Senior Debt to (b) Total Capitalization to be greater than 50%.

7.02 Liens. Fail to perform and observe any term, covenant or
-----
agreement contained in Section 3.7 of the Senior Debt Indenture (as modified
for purposes hereof as set forth in the proviso to the next sentence hereof).
For the purposes of this Section 7.02, Section 3.7 and the definitions of all
terms defined in the Senior Debt Indenture and used in or otherwise applicable
to such Section 3.7 are hereby incorporated in this Agreement by reference as
if such provisions and definitions were set forth in full herein; provided,
--------
however, that solely for the purposes of this Section 7.02 the word
"Securities" as used in the Senior Debt Indenture shall mean the Notes, the
phrase "this Section 3.7" used therein shall mean this Section 7.02, and the
word "Issuer" used therein shall mean the Company.

ARTICLE VIII

EVENTS OF DEFAULT

8.01 Event of Default. Any of the following shall constitute an
----------------
"Event of Default":

(a) Non-Payment. The Company fails to pay, (i) any principal on any
-----------
Note when such principal is due and payable, (ii) any interest on any Note
within five days after such interest becomes due and payable, or (iii) the
commitment fee set forth in Section 2.12 within 15 days after such commitment
fee becomes due and payable; or

(b) Representation or Warranty. Any representation or warranty made by
--------------------------
the Company or any Responsible Officer (including representations and
warranties deemed made pursuant to Section 4.02) under or in connection with
any Loan Document is incorrect in any material respect on or as of the date
made or deemed made; or

(c) Specific Defaults. The Company fails to perform or observe any
-----------------
term, covenant or agreement contained in any of Sections 6.02(c), 6.02(e),
6.02(f), 7.01 or 7.02; or

(d) Other Defaults. The Company fails to perform or observe any other
--------------
term or covenant contained in this Agreement, and such default shall continue
unremedied for a period of 30 days after written notice thereof is given to
the Company by the Agent at the request of any Bank; or

(e) Cross-Default. The Company or any Restricted Subsidiary (i) fails
-------------
to make any payment of principal of or premium or interest on (A) any Debt
outstanding under the 5-Year Credit Agreement, or (B) any Debt (other than
Debt described in clause (iv) of the definition of Debt) which is outstanding
in the principal amount of at least $100,000,000 in the aggregate of the
Company or such Restricted Subsidiary (as the case may be), when such payment
in respect of Debt described in clause (A) or (B) becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise), and such failure continues after the applicable grace or notice
period, if any, in effect on the date of such failure, event or condition in
the agreement or instrument relating to any such Debt; or (ii) fails to
perform or observe any other condition or covenant, or any other event shall
occur or condition exist, under any agreement or instrument relating to any
such Debt (other than Debt described in clause (iv) of the definition of Debt)
and such failure continues after the applicable grace or notice period in
effect on the date of such failure, event or condition, if any, if the effect
of such failure, event or condition is to cause any such Debt to be declared
to be due and payable prior to its stated maturity; or

(f) Insolvency; Voluntary Proceedings. The Company or any Restricted
---------------------------------
Subsidiary (i) generally fails to pay, or admits in writing its inability to
pay, its debts as they become due, subject to applicable grace periods, if
any, whether at stated maturity or otherwise; (ii) commences any Insolvency
Proceeding with respect to itself; or (iii) takes any corporate action to
effectuate or authorize any of the foregoing; or

(g) Involuntary Proceedings. Any involuntary Insolvency Proceeding is
-----------------------
commenced or filed against the Company or any Restricted Subsidiary, and such
Involuntary Proceeding is not released, vacated or stayed within 60 days after
the commencement or filing thereof; or

(h) Judgments. Any judgment or order for the payment of money in
---------
excess of $100,000,000 shall be rendered against the Company and remain
unsatisfied and either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be any period
of 60 consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i) Change in Control. There shall occur a Change in Control of the
------------------
Company.

8.02 Remedies. If any Event of Default shall occur and be
--------
continuing, the Agent shall, at the request of, or may, with the consent of,
the Majority Banks, (a) by notice to the Company, declare the obligation of
each Bank to make Loans, including the obligation of the Swingline Bank to
make Swingline Loans, be terminated, whereupon such obligations shall be
terminated; (b) by notice to the Company, declare the unpaid principal amount
of all outstanding Loans, all interest accrued and unpaid thereon, and all
other amounts owing or payable hereunder or under any other Loan Document, to
be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Company;
and (c) exercise on behalf of itself and the Banks all other rights and
remedies available to it and the Banks under the Loan Documents or applicable
law; provided, however, that upon the occurrence of any event specified in
-------- -------
subsection (f) or (g) of Section 8.01 (in the case of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each
Bank to make Loans, including the obligation of the Swingline Bank to make
Swingline Loans, shall automatically terminate and the unpaid principal amount
of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the Agent or any
Bank.

8.03 Rights Not Exclusive. The rights provided for in this Agreement
--------------------
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity.

ARTICLE IX

THE AGENT
9.01 Appointment and Authorization. Each Bank hereby irrevocably
-----------------------------
appoints, designates and authorizes the Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to
it by the terms of this Agreement or any other Loan Document, together with
such powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any
other Loan Document, the Agent shall not have any duties or responsibilities,
except those expressly set forth herein, nor shall the Agent have or be deemed
to have any fiduciary relationship with any Bank, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Agent. Without limiting the generality of the foregoing sentence, the use of
the term "agent" or "administrative agent" in this Agreement with reference to
the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is
intended to create or reflect only an administrative relationship between
independent contracting parties.

9.02 Delegation of Duties. The Agent may execute any of its duties
--------------------
under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects with reasonable care.

9.03 Liability of Agent. None of the Agent-Related Persons shall (i)
------------------
be liable for any action taken or omitted to be taken by any of them under or
in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or
willful misconduct), or (ii) be responsible in any manner to any of the Banks
for any recital, statement, representation or warranty made by the Company or
any Subsidiary or Affiliate of the Company, or any officer thereof, contained
in this Agreement or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or
received by the Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
Sufficiency of this Agreement or any other Loan Document, or for any failure
of the Company or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under
any obligation to any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of the Company or any of the Company's Subsidiaries or Affiliates.

9.04 Reliance by Agent. (a) The Agent shall be entitled to rely, and
-----------------
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation 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 (including
counsel to the Company), 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 Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Majority Banks as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
The Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Majority Banks or all of the Banks if
required by Section 10.01 and such request and any action taken or failure to
act pursuant thereto shall be binding upon all of the Banks.

(b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with,
each document or other matter either sent by the Agent to such Bank for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Bank.

9.05 Notice of Default. The Agent shall not be deemed to have
-------------------
knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Agent for the account of the Banks, unless the
Agent shall have received written notice from a Bank or the Company referring
to this Agreement, describing such Default or Event of Default and stating
that such notice is a "notice of default". The Agent will notify the Banks of
its receipt of any such notice. The Agent shall take such action with respect
to such Default or Event of Default as may be requested by the Majority Banks
in accordance with Article VIII; provided, however, that unless and until the
-------- -------
Agent has received any such request, the Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable or in the best interest
of the Banks.

9.06 Credit Decision. Each Bank acknowledges that none of the
----------------
Agent-Related Persons has made any representation or warranty to it, and that
no act by the Agent hereinafter taken, including any review of the affairs of
the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Company
hereunder. Each Bank also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations
as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of
the Company. Except for notices, reports and other documents expressly herein
required to be furnished to the Banks by the Agent, the Agent shall not have
any duty or responsibility to provide any Bank with any credit or other
information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of the Company which may
come into the possession of any of the Agent-Related Persons.

9.07 Indemnification. Whether or not the transactions contemplated
---------------
hereby are consummated, the Banks shall indemnify upon demand the Agent-
Related Persons (to the extent not reimbursed by or on behalf of the Company
and without limiting the obligation of the Company to do so), pro rata, from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against
the Agent-Related Persons in any way relating to or arising out of the Loan
Documents or any action taken or omitted by an Agent-Related Person, provided,
--------
however, that no Bank shall be liable for the payment to the Agent-Related
-------
Persons of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from such Person's gross negligence or willful misconduct. IT IS
THE INTENTION OF THE BANKS THAT EACH AGENT-RELATED PERSON SHALL, TO THE EXTENT
PROVIDED IN THIS SECTION 9.07, BE INDEMNIFIED FOR ITS ORDINARY, SOLE OR
CONTRIBUTORY NEGLIGENCE. Without limitation of the foregoing, each Bank shall
reimburse the Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Agent
is not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent.

9.08 Agent in Individual Capacity. The Bank serving as Agent and its
----------------------------
Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business
with the Company and its Subsidiaries and Affiliates as though the Bank
serving as Agent were not the Agent hereunder and without notice to or consent
of the Banks. The Banks acknowledge that, pursuant to such activities, the
Bank serving as Agent or its Affiliates may receive information regarding the
Company or its Affiliates (including information that may be subject to
confidentiality obligations in favor of the Company or such Subsidiary) and
acknowledge that the Agent shall be under no obligation to provide such
information to them. With respect to its Loans, the Bank serving as Agent
shall have the same rights and powers under this Agreement as any other Bank
and may exercise the same as though it were not the Agent, and the terms
"Bank" and "Banks" include the Bank serving as Agent in its individual
capacity.

9.09 Successor Agent. The Agent may, and at the request of the
---------------
Majority Banks shall, resign as Agent upon 30 days' prior written notice to
the Banks and the Company. If the Agent resigns under this Agreement, the
Majority Banks shall appoint from among the Banks a successor agent for the
Banks which successor agent shall be subject to approval by the Company. If
no successor agent is appointed prior to the effective date of the resignation
of the Agent, the Agent may appoint, after consulting with the Banks and the
Company, a successor agent from among the Banks. Upon the acceptance of its
appointment as successor agent hereunder, such successor agent shall succeed
to all the rights, powers and duties of the retiring Agent and the term
"Agent" shall mean such successor agent and the retiring Agent's appointment,
powers and duties as Agent shall be terminated. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article IX and Sections
3.01, 10.04 and 10.05 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement. If no
successor agent has accepted appointment as Agent by the date which is 30 days
following a retiring Agent's notice of resignation, the retiring Agent's
resignation shall nevertheless thereupon become effective and the Banks shall
perform all of the duties of the Agent hereunder and under any other Loan
Document until such time, if any, as the Majority Banks appoint a successor
agent as provided for above. Notwithstanding the foregoing, however, BofA may
not be removed as the Agent at the request of the Majority Banks unless BofA
shall also simultaneously be replaced as Swingline Bank hereunder pursuant to
documentation in form and substance reasonably satisfactory to BofA.

9.10 Withholding Tax. (a) If any Bank is a foreign corporation,
---------------
foreign partnership or foreign trust within the meaning of the Code and such
Bank claims exemption from, or a reduction of, United States withholding tax
under Sections 1441 or 1442 of the Code, such Bank agrees with and in favor of
the Agent, to deliver to the Agent:

(i) if such Bank claims an exemption from, or a reduction of,
withholding tax under a United States tax treaty, two properly completed and
executed IRS Forms 1001 and W-8 at least 30 days before the payment of any
interest is due in the first calendar year and at least 30 days before the
payment of any interest in each third succeeding calendar year during which
interest may be paid under this Agreement;

(ii) if such Bank claims that interest paid under this Agreement is exempt
from United States withholding tax because it is effectively connected with a
United States trade or business of such Bank, two properly completed and
executed copies of IRS Form 4224 at least 30 days before the payment of any
interest is due in the first taxable year of such Bank and in each succeeding
taxable year of such Bank during which interest may be paid under this
Agreement; and

(iii) such other form or forms as may be required under the Code or other
laws of the United States as a condition to exemption from, or reduction of,
United States withholding tax.

The Agent shall deliver one copy of each such form to the Company. Such
Bank agrees to promptly notify the Agent of any change in circumstances which
would modify or render invalid any claimed exemption or reduction.

(b) If any Bank claims exemption from, or reduction of, withholding tax
under a United States tax treaty by providing IRS Form 1001 and such Bank
sells, assigns, grants a participation in, or otherwise transfers all or part
of the Obligations of the Company to such Bank, such Bank agrees to notify the
Agent (which in turn shall notify the Company) of the percentage amount in
which it is no longer the beneficial owner of Obligations of the Company to
such Bank. To the extent of such percentage amount, the Agent (and the
Company) will treat such Bank's IRS Form 1001 as no longer valid.

(c) If any Bank claiming exemption from United States withholding tax by
filing IRS Form 4224 with the Agent sells, assigns, grants a participation in,
or otherwise transfers all or part of the Obligations of the Company to such
Bank, such Bank agrees to notify the Agent (which in turn shall notify the
Company) of the percentage amount in which it is no longer the beneficial
owner of Obligations of the Company to such Bank. To the extent of such
percentage amount, the Agent (and the Company) will treat such Bank's Form
4224 as no longer valid.

(d) If any Bank is entitled to a reduction in the applicable withholding
tax, the Agent may withhold from any interest payment to such Bank an amount
equivalent to the applicable withholding tax after taking into account such
reduction. If the forms or other documentation required by subsection (a) of
this Section are not delivered to the Agent, then the Agent may withhold from
any interest payment to such Bank not providing such forms or other
documentation an amount equivalent to the applicable withholding tax (without
taking into account such reduction).

(e) If the IRS or any other Governmental Authority of the United States or
other jurisdiction asserts a claim that the Agent did not properly withhold
tax from amounts paid to or for the account of any Bank (because the
appropriate form was not delivered, was not properly executed, or because such
Bank failed to notify the Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding tax ineffective, or for any
other reason) such Bank shall indemnify the Agent fully for all amounts paid,
directly or indirectly, by the Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the
amounts payable to the Agent under this Section, together with all costs and
expenses (including Attorney Costs). The obligation of the Banks under this
subsection shall survive the payment of all Obligations and the resignation or
replacement of the Agent.

9.11 Co-Agents; Internet Agents. No Bank identified on the facing
--------------------------
page or signature pages of this Agreement solely as a "co-agent," "syndication
agent" or "Internet agent" shall have any right, power, obligation, liability,
responsibility or duty as such under this Agreement other than those
applicable to all Banks. Without limiting the foregoing, no Bank so
identified as a "co-agent," "syndication agent" or "Internet agent" shall have
or be deemed to have any fiduciary relationship with any Bank. Each Bank
acknowledges that it has not relied, and will not rely, on any of the Banks so
identified in deciding to enter into this Agreement or in taking or not taking
action hereunder.

ARTICLE X

MISCELLANEOUS

10.01 Amendments and Waivers. No amendment or waiver of any
------------------------
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by the Company therefrom, shall be effective unless
the same shall be in writing and signed by the Majority Banks and acknowledged
by the Agent, and then such waiver shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
-------- -------
no such waiver, amendment, or consent shall, except as set forth below, do any
of the following:

(a) increase or extend the Commitment of any Bank (except as provided
in Section 2.06) or reinstate any Commitment of any Bank terminated pursuant
to Section 8.02 or Section 2.09(b), unless such waiver, amendment or consent
is in writing and signed by such Bank and acknowledged by the Agent;

(b) postpone or delay any date fixed for any payment of principal,
interest or fees due to any Bank hereunder or under any Loan Document, unless
such waiver, amendment or consent is in writing and signed by such Bank and
acknowledged by the Agent;

(c) reduce the principal of, or the rate of interest specified herein
on any Revolving Loan made by any Bank, or any fees payable hereunder or under
any other Loan Document to any Bank, unless such waiver, amendment or consent
is in writing and signed by such Bank and acknowledged by the Agent;

(d) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes which is required for the Banks or any of them
to take any action hereunder, unless such waiver, amendment or consent is in
writing and signed by all the Banks and acknowledged by the Agent; or

(e) amend this Section or any provision herein providing for consent or
other action by all Banks, unless such waiver, amendment or consent is in
writing and signed by all the Banks and acknowledged by the Agent;
and, provided further, that (i) no amendment, waiver or consent shall, unless
-------- -------
in writing and signed by the Agent in addition to the Majority Banks or all
the Banks, as the case may be, affect the rights or duties of the Agent under
this Agreement or any other Loan Document, and (ii) no amendment, waiver or
consent shall, unless in writing and signed by the Swingline Bank in addition
to the Majority Banks or all the Banks, as the case may be, affect the rights
or duties of the Swingline Bank under this Agreement or any other Loan
Document.

10.02 Notices. (a) All notices, requests and other communications
-------
shall be in writing (including, unless the context expressly otherwise
provides, by telecopier transmission, provided that any matter transmitted by
telecopier shall be immediately preceded or confirmed by a telephone call to
the recipient at the number specified on Schedule 10.02), and mailed,
---------------
telecopied or delivered, to the address or telecopier number specified for
notices on Schedule 10.02; or, as directed to the Company or the Agent, to
---------------
such other address as shall be designated by such party in a written notice to
the other parties, and as directed to any other party, at such other address
as shall be designated by such party in a written notice to the Company and
the Agent.

(b) All such notices, requests and communications shall be effective,
if sent by overnight courier, one Business Day after delivery to the courier
company; if sent by telecopier, when received in legible form by the receiving
telecopier equipment; if mailed, upon the fifth Business Day after the date
deposited into the U.S. mail; or if delivered, upon delivery; provided that
--------
(i) notices pursuant to Article II or IX shall not be effective until actually
received by the Agent, and (ii) telecopied notices received by any party after
its normal business hours (or on a day other than a Business Day) shall be
effective on the next Business Day.

(c) Any agreement of the Agent and the Banks herein to receive certain
notices by telephone or facsimile is solely for the convenience and at the
request of the Company. The Agent and the Banks shall be entitled to rely on
the authority of any Person purporting to be a Person authorized by the
Company to give such notice and the Agent and the Banks shall not have any
liability to the Company or other Person on account of any action taken or not
taken by the Agent or the Banks in reliance upon such telephonic or facsimile
notice. The obligation of the Company to repay the Loans shall not be
affected in any way or to any extent by any failure by the Agent and the Banks
to receive written confirmation of any telephonic or facsimile notice or the
receipt by the Agent and the Banks of a confirmation which is at variance with
the terms understood by the Agent and the Banks to be contained in the
telephonic or facsimile notice.

10.03 No Waiver: Cumulative Remedies. No failure to exercise and no
------------------------------
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

10.04 Costs and Expenses. The Company shall:
--------------------
(a) whether or not the transactions contemplated hereby are
consummated, pay for all reasonable costs and expenses incurred by the Agent
in connection with the preparation, delivery, administration and execution of,
and any amendment, supplement, waiver or modification to (in each case,
whether or not consummated), this Agreement, any Loan Document and any other
documents prepared in connection herewith or therewith, and the consummation
of the transactions contemplated hereby and thereby; limited, however, in the
case of the preparation, execution and delivery of the Loan Documents, to the
Attorney Costs of the Agent as more fully provided in that certain letter
agreement between the Company and the Agent dated July 29, 1997; and

(b) pay or reimburse the Agent and each Bank within five Business
Days after demand for all costs and expenses (including reasonable Attorney
Costs) incurred by them in connection with the enforcement, attempted
enforcement, or preservation of any rights or remedies under this Agreement or
any other Loan Document during the existence of an Event of Default or after
acceleration of the Loans (including in connection with any "workout" or
restructuring regarding the Loans, and including in any Insolvency Proceeding
or appellate proceeding).

10.05 Indemnity. The Company agrees, to the fullest extent permitted
---------
by law, to indemnify and hold harmless the Agent--Related Persons, and each
Bank and its respective directors, officers, employees and agents, from and
against any and all claims, damages, liabilities and expenses (including,
without limitation, reasonable Attorney Costs) for which any of them may
become liable or which may be incurred by or asserted against the
Agent-Related Persons, or such Bank or any such director, officer, employee or
agent (other than by another Bank or any successor or assign of another Bank),
in each case in connection with or arising out of or by reason of any
investigation, litigation, or proceeding, whether or not the Agent or such
Bank or any such director, officer, employee or agent is a party thereto,
arising out of, related to or in connection with any Loan Document or any
transaction in which any proceeds of all or any part of the Loans are applied
or proposed to be applied, EXPRESSLY INCLUDING ANY SUCH CLAIM, DAMAGE,
LIABILITY OR EXPENSE ARISING OUT OF THE ORDINARY, SOLE OR CONTRIBUTORY
NEGLIGENCE OF SUCH INDEMNIFIED PERSON (but excluding any such claim, damage,
liability or expense to the extent attributable to the gross negligence or
willful misconduct of, or violation of any law or regulation by, any such
indemnified Person). The undertaking in this Section shall survive the
payment of all Obligations hereunder.

10.06 Payments Set Aside. To the extent that the Company makes a
------------------
payment to the Agent or the Banks, or the Agent or the Banks exercise their
right of set-off, and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Agent or such Bank in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any Insolvency
Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such set-off had not occurred, and (b) each Bank severally agrees to
pay to the Agent upon demand its pro rata or other applicable share of any
amount so recovered from or repaid by the Agent.

10.07 Binding Effect; Assignments; Participations. (a) This Agreement
-------------------------------------------
shall become effective when it shall have been executed by the Company and the
Agent and when the Agent shall have, as to each Bank, received a copy
(including one transmitted by telecopier) of a signature page hereof executed
by such Bank and thereafter shall be binding upon and inure to the benefit of
and be enforceable by the Company, the Agent and each Bank and their
respective successors and assignees, subject to Section 10.07(e) and except
that the Company shall not have the right to assign its rights or obligations
hereunder or any interest herein without the prior written consent of the
Banks (other than an assignment effectuated by operation of law pursuant to a
Specified Transaction).

(b) Each Bank may grant participations to one or more commercial
banks or other Persons, in each case in accordance with applicable law, in or
to all or any part of, the Loans owing to, or the Commitment of, such Bank and
the Note held by such Bank subject to Section 10.07(e), and to the extent of
any such participation (unless otherwise stated therein) the purchaser of such
participation shall, to the fullest extent permitted by law, have the same
rights to payment hereunder and under such Loan and Note as it would have if
it were such Bank hereunder, provided that (x) the originating Bank's
--------
obligations under this Agreement, including, without limitation, its
commitment to make loans to the Company hereunder, shall remain unchanged,
such Bank shall remain solely responsible for the performance thereof, such
Bank shall remain the holder of any such Note for all purposes under this
Agreement, and the Company, the other Banks and the Agent shall continue to
deal solely and directly with such Bank in connection with such Bank's rights
and obligations under this Agreement; (y) no such participant shall be
entitled to receive any greater payment pursuant to Sections 3.01, 3.03 and
3.05 than such Bank would have been entitled to receive with respect to the
rights assigned except as a result of circumstances arising after the date of
such participation to the extent that such circumstances affect other Banks
and participants generally; and (z) no Bank shall grant a participation that
conveys to the participant the right to vote or consent under this Agreement,
other than the right to vote upon or consent to (i) any increase in the amount
of such Bank's Commitment; (ii) any reduction of the principal amount of, or
interest to be paid on, such Bank's Loan or Note; (iii) any reduction of the
commitment fee payable to such Bank; or (iv) any postponement of the due date
in respect of any amounts owed to such Bank under any Loan Document.

(c) In accordance with applicable law, any Bank may assign a portion,
in an amount of at least $10,000,000 of its Commitment (or, if less, the
amount of its total Commitment), together with a ratable portion of its Loans
and other rights and obligations hereunder to an Eligible Assignee, with the
prior written consents of the Agent and (unless there has occurred and is
continuing an Event of Default) the Company, which consents shall not be
unreasonably withheld, subject to Section 10.07(e); provided, however, that
-------- -------
after giving effect to any proposed assignment by a Bank of its Commitment
(other than an assignment of its total Commitment), such Bank's Commitment
shall be at least $25,000,000, unless the Company and the Agent shall each
have agreed to a lesser amount; provided, further, that neither the
-------- -------
Company's nor the Agent's consent shall be required for, and the minimum
amount for assignment shall not apply to, any assignment to an Eligible
Assignee which already is a Bank party to this Agreement. In connection with
The assignment by the Swingline Bank of all of its Commitment and Loans
hereunder, the Swingline Commitment and Swingline Loans shall be included as
part of the assignment transaction. Each such assigning Bank and Eligible
Assignee to which an assignment has been made pursuant to this Section
10.07(c) shall execute and deliver to the Agent an Assignment and Acceptance,
pursuant to which, in the case of an Eligible Assignee to which such an
assignment has been made which is not already a Bank, such Eligible Assignee
shall become a party to this Agreement, provided that, in the case of each
--------
such assignment, (i) at such time Schedule 2.01 shall be deemed to be modified
-------------
to reflect the Commitments of such assignee Bank and of the existing Banks,
(ii) the Company shall issue new Notes to such assignee Bank and to the
assigning Bank, if applicable, to reflect the revised Commitments and (iii)
the Agent shall receive at the time of such assignment, from the assigning or
assignee Bank, a non-refundable assignment fee of $4,000. To the extent of
any assignment pursuant to this Section 10.07(c), the assigning Bank shall be
relieved of its obligations hereunder with respect to its assigned Commitment.

(d) In addition to the assignments and participations permitted under
Section 10.07(b) and (c), any Bank may at any time create a security interest
in, or pledge, all or any portion of its rights under this Agreement and the
Notes held by it in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB, and such Federal Reserve Bank may enforce such pledge
or security interest in any manner permitted under applicable law.

(e) Unless an Event of Default has occurred and is continuing, no
assignments or participations shall result in a Bank (together with its
Affiliates) holding Commitments, or participations therein, in excess of
$200,000,000 without the prior written consent of the Company.

10.08 Set-off. In addition to any rights and remedies of the Banks
-------
provided by law, if an Event of Default exists or the Loans have been
accelerated, to the fullest extent permitted by applicable law each Bank is
authorized at any time and from time to time, without prior notice to the
Company, any such notice being waived by the Company to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held by, and other
indebtedness at any time owing by, such Bank to or for the credit or the
account of the Company against any and all Obligations owing to such Bank, now
or hereafter existing, irrespective of whether or not the Agent or such Bank
shall have made demand under this Agreement or any Loan Document and although
such Obligations may be contingent or unmatured. Each Bank agrees promptly to
notify the Company and the Agent after any such set-off and application made
by such Bank; provided, however, that the failure to give such notice shall
-------- -------
not affect the validity of such set-off and application.

10.09 Interest. (a) It is the intention of the parties hereto that the
--------
Agent and each Bank shall conform strictly to usury laws applicable to it, if
any. Accordingly, if the transactions with the Agent or any Bank contemplated
hereby would be usurious under applicable law, if any, then, in that event,
notwithstanding anything to the contrary in this Agreement, the Notes or any
other agreement entered into in connection with this Agreement or the Notes,
it is agreed as follows: (i) the aggregate of all consideration which
constitutes interest under applicable law that is contracted for, taken,
reserved, charged or received by the Agent or such Bank, as the case may be,
under this Agreement, the Notes or under any other agreement entered into in
connection with this Agreement or the Notes shall under no circumstances
exceed the maximum amount allowed by such applicable law and any excess shall
be cancelled automatically and, if theretofore paid, shall be refunded by the
Agent or such Bank, as the case may be, to the Company, and (ii) in the event
that the maturity of any Loan or other obligation payable to the Agent or such
Bank, as the case may be, is accelerated or in the event of any required or
permitted prepayment, then such consideration that constitutes interest under
law applicable to the Agent or such Bank, as the case may be, may never
include more than the maximum amount allowed by such applicable law and excess
interest, if any, to the Agent or such Bank, as the case may be, provided for
in this Agreement or otherwise shall be cancelled automatically as of the date
of such acceleration or prepayment and, if theretofore paid, shall, at the
option of the Agent or such Bank, as the case may be, be credited by the Agent
or such Bank, as the case may be, on the principal amount of the obligations
owed to the Agent or such Bank, as the case may be, by the Company or refunded
by the Agent or such Bank, as the case may be, to the Company. To the extent
that Article 5069-1.04 of the Texas Revised Civil Statutes is relevant to any
Bank for the purposes of determining the Highest Lawful Rate, such Bank hereby
elects to determine the applicable rate ceiling under such Article by the
indicated (weekly) rate ceiling from time to time in effect, subject to such
Bank's right to subsequently change such rate ceiling in accordance with
applicable law. Tex. Rev. Civ. Stat. ▇▇▇. art. 5069, ch. 15 (which regulates
certain revolving credit loan accounts and revolving triparty accounts) shall
not apply to this Agreement or the Notes.

(b) In the event that at any time the interest rate applicable to any
Loan made by any Bank would exceed the Highest Lawful Rate, the rate of
interest to accrue on the Loans by such Bank shall be limited to the Highest
Lawful Rate, but shall accrue, to the extent permitted by law, on the
principal amount of the Loans made by such Bank from time to time outstanding,
if any, at the Highest Lawful Rate allowed by applicable law until the total
amount of interest accrued on the Loans made by such Bank equals the amount of
interest which would have accrued if the interest rates applicable to the
Loans pursuant to Article II had at all times been in effect. In the event
that upon the final payment of the Loans made by any Bank and termination of
the Commitment of such Bank, the total amount of interest paid to such Bank
hereunder is less than the total amount of interest which would have accrued
if the interest rates applicable to such Loans pursuant to Article II had at
all times been in effect, then the Company agrees to pay to such Bank, to the
extent permitted by law, an amount equal to the excess of (a) the lesser of
(i) the amount of interest which would have accrued on such Loans if the
Highest Lawful Rate had at all times been in-effect or (ii) the amount of
interest which would have accrued if the interest rates applicable to such
Loans pursuant to Article II had at all times been in effect over (b) the
amount of interest otherwise accrued on such Loans in accordance with this
Agreement.

10.10 Confidentiality. (a) Each Bank and the Agent acknowledge that
---------------
certain confidential and proprietary information of the Company (the
"Information") is a valuable, special, and a unique asset of the Company.
Each Bank and the Agent agree that they will use the care specified below to
keep all Information in confidence, and will not use any Information except as
provided in this Section, or disclose any portion of the Information to any
third party without the prior written consent of the Company except as
provided in this Section. Each Bank and the Agent covenant to use the care
specified below to not disclose such Information on behalf of itself, its
officers, directors, agents, employees, and affiliates. Each Bank and the
Agent shall use the same degree of care to protect the confidentiality of all
Information as such Bank or the Agent, as the case may be, uses to protect its
own confidential and proprietary information (which it does not wish to have
published or disseminated).

(b) Information provided by the Company to any Bank or the Agent,
which the Company in good faith regards as Information hereunder shall be
clearly marked by the Company as "Confidential," "Proprietary," or bear any
other appropriate notice indicating the sensitive nature of the Information.
Any tangible Information not easily markable shall be transmitted by the
Company to such Bank or the Agent under cover of written letter which clearly
identifies the Information and designates it as confidential "Information".
All information conveyed to such Bank or the Agent orally relating to plans,
forecasts, products or other non-public information shall be deemed
confidential "Information".

(c) If any Bank or the Agent is confronted with legal action to
disclose Information received under this Agreement or otherwise makes
disclosures of confidential information under clauses (ii), (iii) or (iv) of
Section 10.10(e) (other than any disclosure to a regulatory authority pursuant
to an examination of the books, records or affairs of such Bank or Agent),
such Bank or the Agent, as the case may be, shall (to the extent permitted by
applicable law) promptly notify the Company.

(d) All Information disclosed or furnished under this Agreement shall
remain the property of the Company. At the Company's request, the Information
in tangible form shall be promptly returned or destroyed, together with all
copies thereof unless such return or destruction is contrary to law,
regulation, legal process, administrative order, or administrative request
having, or deemed to have, the force of law. Upon request, the appropriate
Bank or the Agent, as the case may be, shall provide written certification of
the destruction.

(e) Notwithstanding the foregoing, each Bank and the Agent may
disclose Information (i) as has become generally available to the public, (ii)
as may be required or appropriate in any report, statement or testimony
submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over such Bank or to the FRB, or the FDIC or
similar organizations (whether in the United States or elsewhere), (iii) as
may be required or appropriate in response to any summons or subpoena or in
connec-tion with any litigation, (iv) in order to comply with any law, order,
regulation or ruling applicable to such Bank, (v) to any regulatory authority
pursuant to an examination of the books, records or affairs of any Bank or the
Agent, (vi) to the prospective transferee in connection with any contemplated
transfer of any of the Notes or any interest therein by such Bank, provided,
--------
that such prospective transferee executes an agreement with the Company or the
transferor containing provisions substantially identical to those contained in
this Section, (vii) to the extent reasonably required in connection with any
litigation or proceeding to which the Agent, any Bank or their respective
Affiliates may be party, (viii) to such Bank's independent auditors and other
professional advisors, (ix) to the extent reasonably necessary to disclose in
connection with the exercise of any remedy hereunder and under the Notes, or
(x) as to any Bank, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which the Company is party
or is deemed party with such Bank.

10.11 Preservation of Certain Matters. Notwithstanding any other
----------------------------------
term or provision hereof to the contrary, any entity ceasing to be a "Bank"
for purposes of this Agreement, by virtue of any matter or event contemplated
by Section 2.07, 2.08, 3.06 or 10.07 shall retain any and all rights arising
under Section 10.05, and shall continue to remain responsible to the Agent for
all liabilities under Section 9.07 and Section 9.10 relating to matters
occurring prior to the termination of such entity as a "Bank."

10.12 Notification of Addresses, Lending Offices Etc. Each Bank shall
----------------------------------------------
notify the Agent in writing of any changes in the address to which notices to
the Bank should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.

10.13 Counterparts. This Agreement may be executed in any number of
------------
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same agreement.

10.14 Severability. The illegality or unenforceability of any
------------
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

10.15 GOVERNING LAW; JURISDICTION. (A) THIS AGREEMENT AND THE NOTES
---------------------------
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF
THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.

(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND
THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY, THE AGENT
AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
--------------------
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE
COMPANY, THE AGENT AND THE BANKS EACH WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
NEW YORK LAW.

10.16 WAIVER OF JURY TRIAL. THE COMPANY, THE BANKS AND THE AGENT
---------------------
EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR
ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
THE COMPANY, THE BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE
OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A
TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

10.17 ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS
----------------
DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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

Company's Notice Address: COMPAQ COMPUTER CORPORATION
Compaq Computer Corporation
P.O. Box 692000, MS110701
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇
▇▇▇.▇▇▇▇▇▇.▇▇▇ Title: Assistant Treasurer
Attn:▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Director, Capital Markets Treasury
▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ BANK OF AMERICA NATIONAL TRUST
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ AND SAVINGS ASSOCIATION, as Administrative
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Agent and as Internet Agent

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Swingline Bank and
as a Bank

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director

CITIBANK, N.A.,
as Syndication Agent and as a Bank

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Attorney-in-fact

NATIONSBANK OF TEXAS, N.A.,
as Syndication Agent and as a Bank

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: Vice President

THE CHASE MANHATTAN BANK,
as Syndication Agent and as a Bank

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President

▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF
NEW YORK, as Internet Agent and as a Bank

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President

CARIPLO-CASSA DI RISPARMIO
DELLE PROVINCIE LOMBARDE S.P.A.

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President

DEUTSCHE BANK AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President

By: /s/ V. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: V. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President

THE FIRST NATIONAL BANK OF CHICAGO

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Authorized Agent

FLEET NATIONAL BANK

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

ING BANK N.V.

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: General Manager

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
Title: Account Manager

ROYAL BANK OF CANADA

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
For: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Manager

BANCA COMMERCIALE ITALIANA,
LOS ANGELES BRANCH

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President & Manager

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

BANK OF TOKYO-MITSUBISHI TRUST COMPANY

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

BARCLAYS BANK PLC, NEW YORK BRANCH

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director

THE FUJI BANK, LIMITED, HOUSTON AGENCY

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President & Manager

NATIONAL AUSTRALIA BANK LIMITED

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
Title: Vice President

BANCA DI ROMA, CHICAGO BRANCH

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President and Branch
Manager

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

BANCA MONTE DEI PASCHI DI SIENA, S.P.A.

By: /s/ G. Natalicchi
-----------------------------------
Name: G. Natalicchi
Title: Senior Vice President & General Manager

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

BANCA NAZIONALE DEL LAVORO S.P.A., NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President

BANCA POPOLARE DI MILANO, NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President and General
Manager

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: First Vice President, Corporate Banking

BANCO CENTRAL HISPANO AMERICANO, S.A., NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President & General
Manager

BANK OF MONTREAL

By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President

THE BANK OF NEW YORK

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

BANKBOSTON, N.A.

By: /s/ ▇▇▇ ▇. Massimo
-----------------------------------
Name: ▇▇▇ ▇. Massimo
Title: Vice President

BANQUE NATIONALE DE PARIS, HOUSTON AGENCY

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Deputy General Manager

BAYERISCHE HYPOTHEKEN-UND WECHSEL-BANK
AKTIENGELSELLSCHAFT, NEW YORK BRANCH

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President

By: /s/ ▇.▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇.▇. ▇▇▇▇▇▇
Title: Vice President

CORESTATES BANK, N.A.

By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President

CREDITO ITALIANO

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Assistant Vice President

THE DAI-ICHI KANGYO BANK, LIMITED

By: /s/ ▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Vice President

DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS BRANCH

By: /s/ ▇▇▇▇ ▇'▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇'▇▇▇▇▇
Title: Vice President

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President

DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Treasurer

THE INDUSTRIAL BANK OF JAPAN, LIMITED
NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President, Houston Office

ISTITUTO BANCARIO SAN PAOLO DI TORINO S.P.A.

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: First Vice President

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

KREDIET BANK N.V., GRAND CAYMAN BRANCH

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President

By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President

MARINE MIDLAND BANK

By: /s/ ▇▇▇▇ ▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇ ▇▇▇▇▇
Title: Senior Vice President

MELLON BANK, N.A.

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President

NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President

NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President

THE NORTHERN TRUST COMPANY

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Second Vice President

PNC BANK, NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President

THE SANWA BANK, LIMITED

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President

SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL), NEW YORK BRANCH

By: /s/ ▇▇▇▇▇▇▇▇ K.B. Young
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ K.B. Young
Title: Senior Account Executive

By: /s/ ▇▇▇▇▇▇▇ ▇. Monternurro, Jr.
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. Monternurro, Jr.
Title: Vice President

SOCIETE GENERALE FINANCE (IRELAND) LIMITED

By: /s/ Ther ▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Account Manager

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Loans Administrator

STANDARD CHARTERED BANK

By: /s/ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇
Title: Vice President

By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President

THE SUMITOMO BANK, LIMITED

By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: General Manager

THE SUMITOMO TRUST & BANKING CO., LTD., LOS ANGELES AGENCY

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President & Manager

SWISS BANK CORPORATION, NEW YORK BRANCH

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director

TORONTO DOMINION BANK (TEXAS), INC.

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President

▇▇▇▇▇ FARGO BANK, N.A.

By: /s/ ▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President

WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇
-------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
Title: Vice President Associate

EXHIBIT A
---------

NOTICE OF BORROWING

Bank of America National Trust and
Savings Association, as Administrative Agent
Agency Administrative Services #5596
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Compaq AO [Date]

Ladies and Gentlemen:

This Notice of Borrowing is delivered pursuant to Section [2.03] [2.05]
of the $1,000,000,000 Revolving Credit Agreement, dated as of September 22,
1997 (together with all amendments, if any, from time to time made thereto,
the "Credit Agreement"), among Compaq Computer Corporation, a Delaware
corporation (the "Company"), certain Banks parties thereto and Bank of America
National Trust and Savings Association, as administrative agent for such
Banks. Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.
The Company hereby irrevocably requests a Borrowing under the Credit
Agreement, and in that connection sets forth below the information relating to
such Borrowing (the "Proposed Borrowing") as required by Section [2.03(a)]
[2.05(a)] of the Credit Agreement:

(i) The Borrowing Date of the Proposed Borrowing is ________________,
199___.

*[(ii) The type of Revolving Loans comprising the Proposed Borrowing
is [Base Rate Revolving Loans] [Adjusted CD Rate Revolving Loans] [LIBOR
Revolving Loans].]

**[(ii) The type of Swingline Loan comprising the Proposed Borrowing is
a [Base Rate Swingline Loan] [Adjusted CD Rate Swingline Loan] [LIBO Rate
Swingline Loan].]

(iii) The [aggregate] amount of the Proposed Borrowing is $___________.

(iv) The duration of the Interest Period for each CD Loan or Offshore
Loan made as part of the Proposed Borrowing is _______ (days) (months).

------------------
* To be included for a Proposed Borrowing comprised of Revolving Loans.
** To be included for a Proposed Borrowing comprised of a Swingline Loan.

The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the Proposed Borrowing:

(A) the representations and warranties contained in Article V of the
Credit Agreement are true and correct in all material respects on and as of
such Borrowing Date with the same effect as if made on and as of such
Borrowing Date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they are true and correct in
all material respects as of such earlier date); and

(B) no Default or Event of Default exists or shall result from such
Proposed Borrowing.
Very truly yours,

COMPAQ COMPUTER CORPORATION

By:
Name:
Title:

EXHIBIT B
---------

CONVERSION/CONTINUATION NOTICE

Ladies and Gentlemen:

This Conversion/Continuation Notice is delivered pursuant to Section 2.04
of the $1,000,000,000 Revolving Credit Agreement, dated as of September 22,
1997 (together with all amendments, if any, from time to time made thereto,
the "Credit Agreement"), among Compaq Computer Corporation, a Delaware
corporation (the "Company"), certain Banks parties thereto and Bank of America
National Trust and Savings Association, as administrative agent for such
Banks. Unless otherwise defined herein or the context otherwise requires,
terms used herein have the meanings provided in the Credit Agreement.
The Company hereby requests that on _________ ____, 199__,

(1) $__________ of the presently outstanding principal amount of the
Revolving Loans originally made on ___________, 199__ [and $______________ of
the presently outstanding principal amount of the Revolving Loans originally
made on __________________, 199__],

(2) all presently being maintained as *foot3*Select appropriate interest
rate option.[Adjusted CD Rate Revolving Loans] [Base Rate Revolving Loans]
[LIBOR Revolving Loans],

(3) be [converted into] [continued as],

(4) **[Adjusted CD Rate Revolving Loans having as Interest Period of ___
days] [LIBOR Revolving Loans having an Interest Period of ___ months] [Base
Rate Revolving Loans].

------------------
*Select appropriate interest rate option.
**Select appropriate interest rate option.

The Company has caused this Conversion/Continuation Notice to be executed
and delivered this _____ day of _____________, 199__.

COMPAQ COMPUTER CORPORATION

By:
Name:
Title:

EXHIBIT C
---------

COMPLIANCE CERTIFICATE

This Compliance Certificate is delivered pursuant to Section 6.02 of the
$1,000,000,000 Revolving Credit Agreement dated as of September 22, 1997
(together with all amendments, if any, from time to time made thereto, the
"Credit Agreement") among Compaq Computer Corporation, a Delaware corporation
(the "Company"), certain Banks parties thereto and Bank of America National
Trust and Savings Association, as administrative agent for such Banks. Unless
otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.

The undersigned certifies, represents and warrants as follows:

(a) The Leverage Ratio of the Company as of ______________, 19__ was
_____%.

[Insert calculation in reasonable detail]

(b) There exists on the date of this Compliance Certificate no
Default or Event of Default under the Credit Agreement.
EXECUTED AND DELIVERED this ____ day of ______________, 199__.

COMPAQ COMPUTER CORPORATION

By:
Name:
Title:

EXHIBIT D-1
-----------

[Date]

To each of the Banks parties to the
$1,000,000,000 Revolving Credit Agreement
dated as of September 22, 1997 among
Compaq Computer Corporation, such Banks,
Bank of America National Trust and Savings
Association, as administrative agent and as Internet agent,
The Chase Manhattan Bank, Citibank, N.A. and
NationsBank of Texas, N.A., as syndication agents,
and ▇▇▇▇▇▇ Guaranty Trust Company of New York,
as Internet agent

Re: Compaq Computer Corporation Revolving Credit Agreement
-----------------------------------------------------------

Ladies and Gentlemen:

As Vice President and Assistant General Counsel of Compaq Computer
Corporation, a Delaware corporation (the "Company"), I am familiar with the
$1,000,000,000 Revolving Credit Agreement dated as of September 22, 1997 (the
"Credit Agreement") among the Company, the Banks listed on the signature pages
thereof, Bank of America National Trust and Savings Association, as
administrative agent for such Banks (the "Agent") and as Internet agent, The
Chase Manhattan Bank, Citibank, N.A. and NationsBank of Texas, N.A., as
syndication agents, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Internet
agent. In such capacity, I am also familiar with the Certificate of
Incorporation and Bylaws of the Company and the corporate records of the
Company. This opinion is being furnished to you pursuant to Section 4.01(d)
of the Credit Agreement. Terms used herein but not defined herein shall have
the same meaning ascribed to such terms in the Credit Agreement.

Before rendering this opinion, I (or other attorneys with the Company's
legal department acting under my direction) have examined the Credit Agreement
and the Loan Documents, and have examined and relied upon originals or
photostatic or certified copies of such corporate records, certificates of
officers of the Company and of public officials, and such agreements,
documents and instruments, and have made such investigations of law, as I or
such other attorneys have deemed relevant and necessary as the basis for the
opinion hereinafter expressed. In such examination, I or such other attorneys
assumed the genuineness of all signatures (other than signatures of officers
of the Company on the Loan Documents), the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as photostatic or certified copies.

On the basis of the foregoing, I am of the opinion that:

1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, and has all corporate
powers and all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, except to the extent
failure to obtain such licenses, authorizations, consents or approvals would
not materially adversely affect the business, consolidated financial position
or consolidated results of operations of the Company and its Subsidiaries
taken as a whole.

2. The execution, delivery and performance by the Company- of the Loan
Documents are within the Company's corporate powers, have been duly authorized
by all necessary corporate action on the part of the Company, and do not
contravene, or constitute a default under, (a) the Restated Certificate of
Incorporation or Bylaws of the Company, (b) any contractual restriction
contained in any material (meaning for the purposes of this opinion those
creating a monetary liabi-lity of $50,000,000 or more) indenture, loan or
credit agree-ment, receivables sale or financing agreement, lease financing
agreement, capital lease, mortgage, security agreement, bond or note, or any
guaranty of any of such obligations to which the Company is a party, or, to my
knowledge, any other agreement or instrument to which the Company is a party,
or (c) any judgment, injunction, order or decree known to me to be binding
upon the Company. The execution, delivery and performance by the Company of
the Loan Documents will not result in the creation or imposi-tion of any lien,
security interest or other charge or encumbrance on any asset of the Company.
The Credit Agreement and the Notes have been duly executed and delivered by
the Company.

3. No Governmental Approval (as such term is hereinafter defined) is
required to be made or obtained by the Company for the execution, delivery and
performance by the Company of the Loan Documents. As used herein, the term
"Government Approval" means any notice to, filing or registration with, or
consent, authorization, or approval that is, in my experience, normally
required in a transaction of the type evidenced by the Loan Documents and that
is to be made with or rendered by (x) the federal government of the United
States or any agency or instrumentality thereof; (y) the state of Texas or any
political subdivision thereof, but excluding any laws, rules or regulations
relating to (i) pollution or protection of the environment, (ii) zoning, land
use, building or construction, (iii) labor, employee rights and benefits, and
occupational safety and health, and (iv) utility regulation, state and federal
securities and blue sky laws, and any laws, rules or regulations of any
county, municipality, or similar political subdivision or any agency or
instrumentality thereof.

4. Except as disclosed in the Company's Form 10-K for the year ended
December 31, 1996, or the Company's Forms 10-Q for the quarters ended March 31
and June 30, 1997, there is no action, suit or proceeding pending or, to my
knowledge, threatened against the Company or any of its Subsidiaries before
any court or arbitrator or any governmental agency, in which there is a
reasonable possibility of an adverse decision which could materially adversely
affect the consolidated financial condition or operations of the Company and
its Subsidiaries taken as a whole or which in any manner draws into question
the validity of the Credit Agreement or any other Loan Document.

5. Neither the Company nor any Subsidiary is an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

6. Neither the Company nor any Subsidiary is a "holding company", a
"subsidiary company" of a "holding company", an "affiliate" of a "holding
company" or an "affiliate" of a "subsidiary company" of a "holding company",
in each case as such terms are defined in the Public Utility Holding Company
Act of 1935, as amended.

The opinions set forth above are subject to the following qualifications:

(a) In rendering the opinions expressed in paragraph 2 above, neither I
nor any other attorney acting under my direction have made any examination of
any accounting or financial matters related to financial covenants contained
in certain documents to which the Company may be subject, and I express no
opinion with respect thereto.

(b) This opinion is limited in all respects to the laws of the State of
Texas and the General Corporation Law of the State of Delaware and Federal
law.

(c) In rendering the opinion expressed in paragraph 4 above, I (or the
other attorneys acting under my direction) have only reviewed the files and
records of the Company and its Subsidiaries, and we have consulted with such
senior officers of the Company and its Subsidiaries as we have deemed
necessary.

This opinion is solely for the benefit of the Banks, the Agent and their
respective successors, assigns and participants and may not be relied upon in
connection with any other transaction or by any other person.

Very truly yours,

/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and
Assistant General Counsel

EXHIBIT D-2
-----------

(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇

September 22, 1997

To Each of the Banks Parties to the
$1,000,000,000 Revolving Credit Agreement
dated as of September 22, 1997 among
Compaq Computer Corporation, such Banks,
Bank of America National Trust and Savings
Association, as Administrative Agent and as Internet Agent,
The Chase Manhattan Bank, Citibank, N.A.
and NationsBank of Texas, N.A., as
Syndication Agents and ▇▇▇▇▇▇ Guaranty
Trust Company of New York, as Internet Agent

Re: Compaq Computer Corporation Revolving Credit Agreement

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section 4.01(d) of the
$1,000,000,000 Revolving Credit Agreement, dated as of September 22, 1997 (the
"Credit Agreement"), among Compaq Computer Corporation (the "Company"), the
Banks parties thereto, Bank of America National Trust and Savings Association,
as Administrative Agent and Internet Agent for such Banks, The Chase Manhattan
Bank, Citibank, N.A., and NationsBank of Texas, N.A., as syndication agents,
and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Internet Agent. Except as
otherwise defined herein, terms defined in the Credit Agreement are used
herein as therein defined.

We have acted as counsel for the Company in connection with the
preparation, execution, delivery and effectiveness of the Credit Agreement and
the other Loan Documents.

In that connection, we have examined:

(1) The Credit Agreement;

(2) The Notes (together with the Credit Agreement, the "Loan
Documents"); and

(3) Such other materials as we have deemed necessary to render the
opinions provided herein.

We have also made such investigations of law as we have deemed necessary
and relevant as a basis for our opinion. As to various questions of fact
material to our opinion, we have, with your permission and without independent
verification, relied upon the representations made in the Loan Documents.

Based upon the foregoing, and subject to the qualifications, exceptions,
limitations and assumptions set forth herein, we are of the opinion that:

(i) Under the laws of the State of New York, the Loan Documents constitute
the legal, valid and binding obligations of the Company enforceable against
the Company in accordance with their terms;

(ii) None of the execution or delivery by the Company of the Loan
Documents or the borrowing or repayment by the Company of the loans evidenced
by the Loan Documents contravenes any provision of Applicable Law. For the
purposes of this clause (ii), "Applicable Law" means any law, rule, or
regulation that is, in our experience, normally applicable in a transaction of
the type evidenced by the Loan Documents and that is enacted or promulgated by
(1) the federal government of the United States or any agency or
instrumentality thereof (including, without limitation, Regulations G, U, and
X promulgated by the Board of Governors of the Federal Reserve System), or (2)
the State of New York or any political subdivision thereof, but excluding any
laws, rules, or regulations of any county, municipality or similar political
subdivision or any agency or instrumentality thereof.

The opinions set forth herein are subject in all respects to the
following qualifications, limitations, exceptions and assumptions:

(a) The opinions set forth above are subject, as to enforceability,
to the effects of any applicable bankruptcy (including, without limitation,
preference and fraudulent conveyance), insolvency, reorganization, moratorium
or similar laws affecting creditor's rights generally. The opinions set forth
above are also subject, as to enforceability, to the effects of general
principles of equity (regardless of whether considered in proceedings in
equity or at law), including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, and the possible unavailability
of specific performance or injunctive relief.

(b) In rendering the opinions set forth herein, we have assumed, with
your permission and without independent verification (i) the due
authorization, execution and delivery of the Loan Documents by all parties to
such Loan Documents (other than the Company) and that each such Loan Document
is valid, binding and enforceable against the parties thereto other than the
Company, (ii) the legal capacity of natural persons, (iii) the genuineness of
all signatures, (iv) the authenticity of all documents submitted to us as
originals, and (v) the conformity to original documents of all documents
submitted to us as copies.

(c) In rendering the opinions set forth above, we have, with your
permission and without independent verification, relied upon the opinion of
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and Assistant General Counsel of the Company,
dated of even date herewith, with respect to the following matters: (i) the
due incorporation, valid existence and good standing of the Company under the
laws of the State of Delaware, (ii) the Company's corporate power and
authority to execute, deliver and perform the Loan Documents, (iii) the
Company's having duly authorized, executed and delivered the Loan Documents,
and (iv) the Company's execution, delivery and performance of the Loan
Documents do not and will not violate or conflict with, result in a breach of,
or constitute a default under (A) the certificate of incorporation or by-laws
of the Company, (B) any material agreement to which the Company is a party or
by which the Company or any of its properties may be bound, or (C) any order
applicable to the Company of any federal or state regulatory body,
administrative agency, or other governmental instrumentality having
jurisdiction over the Company or any of its properties

(d) In rendering our opinions set forth herein, we have assumed, with
your permission and without independent verification, that (i) the Company is
not an "investment company" or a company "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as
amended; and (ii) the Company is not a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or
of a "subsidiary company" of a "holding company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended.

(e) We express no opinion with respect to the following provisions to
the extent that the same are contained in the Loan Documents:

(i) provisions purporting to waive notices, objections, demands, legal
defenses, statutes of limitation, rights to trial by jury, and other benefits
and rights that cannot be waived under applicable law;

(ii) provisions granting one party a power of attorney or authority to
execute documents on behalf of another party; and

(iii) provisions releasing, exculpating or exempting a party from, or
requiring the indemnification of a party for, liability for its own action or
inaction, to the extent that the same are inconsistent with public policy.

(f) In rendering our enforceability opinion with respect to
provisions providing for the appointment of an agent for service of process on
behalf of the Company, we have assumed that such agent will provide timely
notice to the Company of the commencement of legal proceedings.

(g) We have not been called upon to, and accordingly do not, express
any opinion as to the various state and federal laws regulating banks or the
conduct of their business that may relate to the Loan Documents or the
transactions contemplated thereby. Without limiting the generality of the
foregoing, we express no opinion as to the effect of the law of any
jurisdiction other than the State of New York wherein the Administrative Agent
may be located or where an enforcement of the Loan Documents may be sought
that limits the rates of interest chargeable or collectible.

(h) The opinions expressed herein are as of the date hereof only, and
we assume no obligation to update or supplement such opinions to reflect any
fact or circumstance that may hereafter come to our attention or any change in
law that may hereafter occur or become effective.

(i) The foregoing opinions and conclusions were given only in respect
of the laws of the State of New York and, to the extent specifically referred
to herein, the Federal laws of the United States of America.

This opinion has been delivered at your request for the purposes
contemplated by the Credit Agreement. Without our prior written consent, this
opinion is not to be utilized or quoted for any other purpose (other than (i)
to participants, prospective Eligible Assignees and prospective participants,
(ii) to governmental authorities having jurisdiction over any Bank or
participant, and (iii) pursuant to legal process) and no one other than you or
Eligible Assignees hereafter becoming parties to the Credit Agreement is
entitled to rely thereon; provided that ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and
Assistant General Counsel of the Company, may rely on this opinion for the
purposes of rendering her opinion in connection with the Loan Documents.

Very truly yours,

/s/ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
-----------------------------
▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.

EXHIBIT E
---------

PROMISSORY NOTE

U.S. $__________ Dated: September 22, 1997

FOR VALUE RECEIVED, the undersigned, Compaq Computer Corporation, a
Delaware corporation (the "Company"), HEREBY PROMISES TO PAY to the order of
______________________________ (the "Bank") for the account of its applicable
Lending Office (as defined in the Credit Agreement referred to below) on the
Revolving Termination Date (as defined in the Credit Agreement) the principal
sum of __________ U.S. dollars (U.S. $__________) or, if less, the aggregate
unpaid principal amount of the [Revolving] Loans (as defined in the
$1,000,000,000 Revolving Credit Agreement dated as of September 22, 1997 among
the Company, the Bank, certain other lenders parties thereto, Bank of America
National Trust and Savings Association, as administrative agent and as
Internet agent, The Chase Manhattan Bank, Citibank, N.A. and NationsBank of
Texas, N.A., as syndication agents, and ▇▇▇▇▇▇ Guaranty Trust Company of New
York, as Internet agent; such Revolving Credit Agreement, as amended from time
to time being herein referred to as the "Credit Agreement") owing to the Bank
outstanding on the Revolving Termination Date (as defined in the Credit
Agreement) [, together with the principal amount of any outstanding Swingline
Loans (as defined in the Credit Agreement) made by the Bank as Swingline Bank
(as defined in the Credit Agreement)].

The Company promises to pay interest on the unpaid principal amount of each
Loan owing to the Bank from the date of such Loan until such principal amount
is paid in full, at such interest rates, and payable at such times, as are
specified in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States
of America to Bank of America National Trust and Savings Association, as
Administrative Agent, at the Agent's Payment Office (as defined in the Credit
Agreement), in immediately available funds. Each Loan owed to the Bank by the
Company pursuant to the Credit Agreement, and all payments made on account of
principal thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Promissory
Note; provided that the failure of the Bank to make any such recordation or
--------
endorsement shall not affect the obligations of the Company hereunder or under
the Credit Agreement.

This Promissory Note is one of the Notes referred to in, and is subject to and
is entitled to the benefits of, the Credit Agreement. The Credit Agreement,
among other things, (i) provides for the making of [Revolving] Loans by the
Bank to the Company from time to time in an aggregate amount not to exceed the
U.S. dollar amount first above mentioned [and the making of Swingline Loans by
the Bank as Swingline Bank to the Company from time to time in an aggregate
amount not to exceed the Swingline Commitment (as such terms are defined in
the Credit Agreement)], the indebtedness of the Company resulting from each
Loan owing to the Bank being evidenced by this Promissory Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified.

This Promissory Note shall be governed by, and construed in accordance with,
the internal laws of the State of New York.

COMPAQ COMPUTER CORPORATION

By:
Name:
Title:

LOANS AND PAYMENTS OF PRINCIPAL

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

EXHIBIT F
---------

ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
---------------
Acceptance"), dated as of __________, _____, is made between
____________________ (the "Assignor") and ____________________ (the
--------
"Assignee").

RECITALS
--------

WHEREAS, the Assignor is party to the $1,000,000,000 Revolving Credit
Agreement dated as of September 22, 1997 (as the same may be extended,
renewed, amended or restated from time to time, the "Credit Agreement"), among
----------------
COMPAQ COMPUTER CORPORATION (the "Company"), the financial institutions from
-------
time to time party thereto (including the Assignor, the "Banks") and BANK OF
-----
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as administrative agent for
the Banks (in such capacity, the "Agent"). Any terms defined in the Credit
-----
Agreement and not defined in this Assignment and Acceptance are used herein as
defined in the Credit Agreement;

WHEREAS, as provided under the Credit Agreement, the Assignor has
committed to making [(i)] Revolving Loans to the Company in an aggregate
amount not to exceed $__________ (the "Commitment") [, and (ii) Swingline
----------
Loans to the Company in an aggregate amount not to exceed $__________ (the
"Swingline Commitment")];
--------- ----------

WHEREAS, [the Assignor has made Revolving Loans in the aggregate
principal amount of $__________ to the Company] [and Swingline Loans in the
aggregate principal amount of $__________ to the Company] [no Revolving Loans
[or Swingline Loans] are outstanding under the Credit Agreement]; and

WHEREAS, the Assignor wishes to assign to the Assignee [part of the]
[all] rights and obligations of the Assignor under the Credit Agreement in
respect of [(i)] its Commitment in an amount equal to $__________, [together
with a ratable portion of its outstanding Revolving Loans] [and (ii) its
Swingline Commitment in an amount equal to $__________, [together with a
ratable portion of its outstanding Swingline Loans], in an aggregate amount
equal to $___________] (collectively, the "Assigned Amount"), on the terms and
---------------
subject to the conditions set forth herein, and the Assignee wishes to accept
assignment of such rights and to assume such obligations from the Assignor on
such terms and subject to such conditions;

NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

1. Assignment and Acceptance.
---------------------------

(a) Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
the Assignor, without recourse and without representation or warranty (except
as provided in this Assignment and Acceptance) __% (the "Assignee's Percentage
---------------------
Share") of (A) the Commitment [and the corresponding Revolving Loans,] [and
-----
the Swingline Commitment [and the corresponding Swingline Loans]] of the
Assignor, and (B) all related rights, benefits, obligations, liabilities and
indemnities of the Assignor under and in connection with the Credit Agreement
and the Loan Documents.

[If appropriate, add paragraph specifying payment to Assignor by Assignee of
outstanding principal of, accrued interest on, and fees with respect to,
Revolving Loans [and Swingline Loans] assigned.]

(b) With effect on and after the Effective Date (as defined herein), the
Assignee shall be a party to the Credit Agreement and succeed to all of the
rights and be obligated to perform all of the obligations of a Bank [and the
Swingline Bank] under the Credit Agreement, including the requirements
concerning confidentiality and the payment of indemnification, with a
Commitment [and the Swingline Commitment] in an [aggregate] amount equal to
the Assigned Amount. The Assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Credit
Agreement are required to be performed by it as a Bank [and the Swingline
Bank]. It is the intent of the parties hereto that the Commitment of the
Assignor shall, as of the Effective Date, be reduced pro rata by an amount
equal to the Assigned Amount relating thereto [and the Swingline Commitment
shall be entirely assumed by the Assignee,] and the Assignor shall relinquish
its rights (except its rights with respect to indemnification or compensation
arising out of an event occurring before the Effective Date) and be released
from its obligations under the Credit Agreement to the extent such obligations
have been assumed by the Assignee.

(c) After giving effect to the assignment and assumption set forth herein,
on the Effective Date the Assignee's Commitment will be $__________[, and the
Assignee's Swingline Commitment will be $__________].

(d) After giving effect to the assignment and assumption set forth herein,
on the Effective Date the Assignor's Commitment will be $__________[, and the
Assignor's Swingline Commitment will be $0].

2. Payments.
--------

(a) As consideration for the sale, assignment and transfer contemplated in
Section 1, the Assignee shall pay to the Assignor on the Effective Date in
immediately available funds an amount equal to $__________, representing [the
principal amount of the Swingline Loans and] the Assignee's Percentage Share
of the principal amount of the Revolving Loans of the Assignor.

(b) The [Assignor] [Assignee] further agrees to pay to the Agent a
processing fee in the amount specified in Section 10.07(c) of the Credit
Agreement.

3. Reallocation of Payments.
--------------------------

Any interest, fees and other payments accrued to the Effective Date with
respect to the Commitment [and the related Revolving Loans] [, and the
Swingline Commitment [and the Swingline Loans]] shall be for the account of
the Assignor. Any interest, fees and other payments accrued on and after the
Effective Date with respect to the Assigned Amount shall be for the account of
the Assignee. Each of the Assignor and the Assignee agrees that it will hold
in trust for the other party any interest, fees and other amounts which it may
receive to which the other party is entitled pursuant to the preceding
sentence and pay to the other party any such amounts which it may receive
promptly upon receipt.

4. Independent Credit Decision.
-----------------------------
The Assignee (a) acknowledges that it has received a copy of the Credit
Agreement and the Schedules and Exhibits thereto, together with copies of the
most recent financial statements referred to in Section 6.02 of the Credit
Agreement, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter
into this Assignment and Acceptance; and (b) agrees that it will,
independently and without reliance upon the Assignor, the Agent or any other
Bank and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit and legal decisions in taking or
not taking action under the Credit Agreement.

5. Effective Date; Notices.
-------------------------

(a) As between the Assignor and the Assignee, the effective date for
this Assignment and Acceptance shall be __________, ____ (the "Effective
---------
Date"); provided, that the following conditions precedent have been satisfied
--------
on or before the Effective Date:

(i) this Assignment and Acceptance shall be executed and delivered by
the Assignor and the Assignee;

(ii) the consent of the Company and the Agent required for an effective
assignment of the Assigned Amount by the Assignor to the Assignee under
Section 10.07(c) of the Credit Agreement shall have been duly obtained and
shall be in full force and effect as of the Effective Date;

(iii) the Assignee shall pay to the Assignor all amounts due to the
Assignor under this Assignment and Acceptance; and

(iv) the processing fee referred to in Section 2(b) hereof and in Section
10.07(c) of the Credit Agreement shall have been paid to the Agent.

(b) Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Company and the Agent for
acknowledgment by the Agent a Notice of Assignment in the form attached
hereto as Schedule 1.

6. Agent.
-----

(a) The Assignee hereby appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Agent by the Banks pursuant to the
terms of the Credit Agreement.

[(b) The Assignee shall assume no duties or obligations held by the
Assignor in its capacity as Agent under the Credit Agreement.] [INCLUDE ONLY
IF ASSIGNOR IS AGENT]

7. Withholding Tax.
----------------

The Assignee (a) represents and warrants to the Agent and the Company
that under applicable law and treaties no tax will be required to be withheld
by the Assignor with respect to any payments to be made to the Assignee
hereunder, (b) agrees to furnish (if it is organized under the laws of any
jurisdiction other than the United States or any State thereof) to the Agent
and the Company prior to the time that the Agent or the Company is required to
make any payment of principal, interest or fees hereunder, duplicate executed
originals of either U.S. Internal Revenue Service Form 4224 or U.S. Internal
Revenue Service Form 1001 (wherein the Assignee claims entitlement to the
benefits of a tax treaty that provides for a complete exemption from U.S.
federal income withholding tax on all payments hereunder) and agrees to
provide new Forms 4224 or 1001 upon the expiration of any previously delivered
form or comparable statements in accordance with applicable U.S. law and
regulations and amendments thereto, duly executed and completed by the
Assignee, and (c) agrees to comply with all applicable U.S. laws and
regulations with regard to such withholding tax exemption.

8. Representations and Warranties.
--------------------------------

(a) The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any lien, security interest or other adverse
claim; (ii) it is duly organized and existing and it has the full power and
authority to take, and has taken, all action necessary to execute and deliver
this Assignment and Acceptance and any other documents required or permitted
to be executed or delivered by it in connection with this Assignment and
Acceptance and to fulfill its obligations hereunder; (iii) no notices to, or
consents, authorizations or approvals of, any person are required (other than
any already given or obtained) for its due execution, delivery and performance
of this Assignment and Acceptance, and apart from any agreements or
undertakings or filings required by the Credit Agreement, no further action
by, or notice to, or filing with, any person is required of it for such
execution, delivery or performance; and (iv) this Assignment and Acceptance
has been duly executed and delivered by it and constitutes the legal, valid
and binding obligation of the Assignor, enforceable against the Assignor in
accordance with the terms hereof, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general application
relating to or affecting creditors' rights and to general equitable
principles.

(b) The Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement or any other instrument or document furnished pursuant thereto. The
Assignor makes no representation or warranty in connection with, and assumes
no responsibility with respect to, the solvency, financial condition or
statements of the Company, or the performance or observance by the Company, of
any of its respective obligations under the Credit Agreement or any other
instrument or document furnished in connection therewith.

(c) The Assignee represents and warrants that (i) it is duly
organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill its obligations hereunder; (ii) no notices to, or consents,
authorizations or approvals of, any person are required (other than any
already given or obtained) for its due execution, delivery and performance of
this Assignment and Acceptance; and apart from any agreements or undertakings
or filings required by the Credit Agreement, no further action by, or notice
to, or filing with, any person is required of it for such execution, delivery
or performance; (iii) this Assignment and Acceptance has been duly executed
and delivered by it and constitutes the legal, valid and binding obligation of
the Assignee, enforceable against the Assignee in accordance with the terms
hereof, subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to or affecting
creditors' rights and to general equitable principles; and (iv) it is an
Eligible Assignee.

9. Further Assurances.
-------------------

The Assignor and the Assignee each hereby agrees to execute and deliver
such other instruments, and take such other action, as either party may
reasonably request in connection with the transactions contemplated by this
Assignment and Acceptance, including the delivery of any notices or other
documents or instruments to the Company or the Agent, which may be required in
connection with the assignment and assumption contemplated hereby.

10. Miscellaneous.
-------------

(a) Any amendment or waiver of any provision of this Assignment and
Acceptance shall be in writing and signed by the parties hereto. No failure
or delay by either party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof and any waiver of any breach of
the provisions of this Assignment and Acceptance shall be without prejudice to
any rights with respect to any other or further breach thereof.

(b) All payments made hereunder shall be made without any set-off or
counterclaim.

(c) The Assignor and the Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution
and performance of this Assignment and Acceptance.

(d) This Assignment and Acceptance may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

(e) THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The Assignor
and the Assignee each irrevocably submits to the non-exclusive jurisdiction
of any State or Federal court sitting in New York over any suit, action or
proceeding arising out of or relating to this Assignment and Acceptance and
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such New York State or Federal court. Each party
to this Assignment and Acceptance hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding.

(f) THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH THIS ASSIGNMENT AND ACCEPTANCE, THE CREDIT AGREEMENT, ANY RELATED
DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR
STATEMENTS (WHETHER ORAL OR WRITTEN).

[Other provisions to be added as may be negotiated between the Assignor
and the Assignee, provided that such provisions are not inconsistent with the
Credit Agreement.]

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly
authorized officers as of the date first above written.

[Name of Assignor]

By:

Title:

Address:

[Name of Assignee]

By:

Title:

Address:

SCHEDULE 1

NOTICE OF ASSIGNMENT AND ACCEPTANCE
-----------------------------------

Date: _______________________

Bank of American National
Trust and Savings Association, as Agent
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Agency Management Services #5596

Bank of American National
Trust and Savings Association, as Agent
High Technology #3697
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Director

Compaq Computer Corporation

-----------------------------

Ladies and Gentlemen:

We refer to the $1,000,000,000 Revolving Credit Agreement, dated as of
September 22, 1997 (as the same may be extended, renewed, amended or restated
from time to time, the "Credit Agreement"), among Compaq Computer Corporation
----------------
(the "Company"), the financial institutions party thereto (the "Banks") and
------- -----
Bank of America National Trust and Savings Association, as administrative
agent for the Banks (in such capacity, the "Agent"). Terms defined in the
-----
Credit Agreement are used herein as therein defined.

1. We hereby give you notice of, and request your consent to, the
assignment by _______________ (the "Assignor") to _______________ (the
--------
"Assignee") of _____% of the right, title and interest of the Assignor in and
--------
to the Credit Agreement (including the right, title and interest of the
Assignor in and to the Commitment [and the Swingline Commitment] of the
Assignor and all outstanding Loans made by the Assignor) pursuant to the
Assignment and Acceptance Agreement attached hereto (the "Assignment and
--------------
Acceptance"). Before giving effect to such assignment, the Assignor's
----------
Commitment is $__________ and the aggregate amount of its outstanding Loans is
$__________[, and the Assignor's Swingline Commitment is $__________ and the
aggregate amount of its outstanding Swingline Loans is $__________].

2. The Assignee agrees that, upon receiving the consent of the Agent and,
if applicable, the Company, to such assignment, the Assignee will be bound by
the terms of the Credit Agreement as fully and to the same extent as if the
Assignee were the Bank originally holding such interest in the Credit
Agreement.

3. The following administrative details apply to the Assignee:

(A) Notice Address:
Assignee name:
--------------------------------------------
Address:
--------------------------------------------
--------------------------------------------
--------------------------------------------

Attention:
--------------------------------------------
Telephone: (___)_____________________________________
Telecopier: (___)_____________________________________
Telex (Answerback):
------------------------------------

(B) Payment Instructions:
Account No.:
--------------------------------------------
At:
--------------------------------------------
--------------------------------------------
--------------------------------------------
Reference:
--------------------------------------------
Attention:
--------------------------------------------

4. You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and Assignee contained in the Assignment and
Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice
of Assignment and Acceptance to be executed by their respective duly
authorized officials, officers or agents as of the date first above written.

Very truly yours,

[Name of Assignor]

By:

Name:
Title:

[Name of Assignee]

By:

Name:
Title:

ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

COMPAQ COMPUTER CORPORATION

By:
--------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent

By:
--------------------------
Name:
Title:

SCHEDULE 2.01
COMMITMENTS
-----------

Amount of
Name of Bank Commitment %
--------------------------------------------- ----------------- -------------

Bank of America National Trust and Savings
Association 62,500,000.00 6.25000000
The Chase Manhattan Bank 62,500,000.00 6.▇▇▇▇▇▇▇▇
Citibank, N.A. 62,500,000.00 6.▇▇▇▇▇▇▇▇
Nationsbank of Texas, N.A. 62,500,000.00 6.25000000

▇▇▇▇▇▇ Guaranty Trust Company of New York 50,000,000.00 5.00000000

Cariplo - Cassa di Risparmio Delle Provincie
Lombarde S.p.A. 32,500,000.00 3.▇▇▇▇▇▇▇▇
Deutsche Bank AG 32,500,000.00 3.25000000
The First National Bank of Chicago 32,500,000.00 3.25000000
Fleet National Bank 32,500,000.00 3.▇▇▇▇▇▇▇▇
Ing Bank N.V. 32,500,000.00 3.▇▇▇▇▇▇▇▇
Royal Bank of Canada 32,500,000.00 3.▇▇▇▇▇▇▇▇

Banca Commerciale Italiana 18,500,000.00 1.▇▇▇▇▇▇▇▇
Bank of Tokyo - Mitsubishi Trust Company 18,500,000.00 1.▇▇▇▇▇▇▇▇
Barclays Bank PLC 18,500,000.00 1.▇▇▇▇▇▇▇▇
The Fuji Bank, Limited 18,500,000.00 1.85000000
National Australia Bank Limited 18,500,000.00 1.85000000

Banca di Roma 12,500,000.00 1.25000000
Banca Monte Dei Paschi di Siena, S.p.A. 12,500,000.00 1.25000000
Banca Nazionale del Lavoro S.p.A. 12,500,000.00 1.25000000
Banca Popolare di Milano 12,500,000.00 1.25000000
Banco Central Hispano Americano, S.A. 12,500,000.00 1.▇▇▇▇▇▇▇▇
Bank of Montreal 12,500,000.00 1.▇▇▇▇▇▇▇▇
The Bank of New York 12,500,000.00 1.▇▇▇▇▇▇▇▇
Bankboston, N.A. 12,500,000.00 1.25000000
Banque Nationale de Paris 12,500,000.00 1.25000000
Bayerische Hypotheken - Und Wechsel - Bank 12,500,000.00 1.▇▇▇▇▇▇▇▇
Corestates Bank, N.A. 12,500,000.00 1.25000000
Credito Italiano 12,500,000.00 1.25000000
The Dai-Ichi Kangyo Bank, Limited 12,500,000.00 1.▇▇▇▇▇▇▇▇
Den Danske Bank Aktieselskab 12,500,000.00 1.▇▇▇▇▇▇▇▇
Dresdner Bank AG 12,500,000.00 1.25000000
The Industrial Bank of Japan, Limited 12,500,000.00 1.25000000
Istituto Bancario San Paolo di Torino S.p.A. 12,500,000.00 1.▇▇▇▇▇▇▇▇

Kredietbank N.V. 12,500,000.00 1.25000000
Marine Midland Bank 12,500,000.00 1.▇▇▇▇▇▇▇▇
Mellon Bank, N.A. 12,500,000.00 1.25000000
National Westminster Bank plc 12,500,000.00 1.25000000
The Northern Trust Company 12,500,000.00 1.▇▇▇▇▇▇▇▇
PNC Bank, National Association 12,500,000.00 1.▇▇▇▇▇▇▇▇
The Sanwa Bank, Limited 12,500,000.00 1.25000000
Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (Publ) 12,500,000.00 1.25000000
Societe Generale Finance (Ireland) Limited 12,500,000.00 1.25000000
Standard Chartered Bank 12,500,000.00 1.25000000
The Sumitomo Bank, Limited 12,500,000.00 1.25000000
The Sumitomo Trust & Banking Co., Ltd. 12,500,000.00 1.▇▇▇▇▇▇▇▇
Swiss Bank Corporation 12,500,000.00 1.25000000
Toronto Dominion (Texas), Inc. 12,500,000.00 1.25000000
▇▇▇▇▇ Fargo Bank, N.A. 12,500,000.00 1.25000000
Westdeutsche Landesbank Girozentrale 12,500,000.00 1.25000000
================= =============

TOTAL $1,000,000,000.00 100.00000000

REVOLVING CREDIT AGREEMENT (364-DAY) DATED AS OF SEPTEMBER 22, 1997 AMONG ===== COMPAQ COMPUTER CORPORATION, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, AS ADMINISTRATIVE AGENT AND AS INTERNET AGENT,...

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