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



REVOLVING CREDIT AGREEMENT



(364-Day)



Dated as of October 1, 1999



among

COMPAQ COMPUTER CORPORATION,

BANK OF AMERICA, N.A.



As Sole Administrative Agent,

THE CHASE MANHATTAN BANK and CITIBANK, N.A.



As Syndication Agents,

and

THE BANKS PARTY HERETO



Arranged by

BANC OF AMERICA SECURITIES LLC



As Sole Lead Arranger and Sole Book Manager


 

TABLE OF CONTENTS


  
  		
        Page

	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 Borrowing	17*
		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*
		2.13	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	35*
		5.05	Financial Statements	35*
		5.06	Litigation	35*
		5.07	Regulation U	36*
		5.08	Investment Company Act	36*
		5.09	ERISA	36*
		5.10	Holding Company	36*
		5.11	Environmental Condition	37*
		5.12	No Material Adverse Change	37*
		5.13	Year 2000	37*
	Article VI AFFIRMATIVE COVENANTS	37*
		6.01	Compliance with Laws, Etc.	37*
		6.02	Reporting Requirements	38*
		6.03	Use of Proceeds	39*
		6.04	Maintenance of Insurance	39*
		6.05	Corporate Existence, Etc.	39*
		6.06	Visitation Rights	40*
	Article VII NEGATIVE COVENANTS	40*
		7.01	Leverage Ratio	40*
		7.02	Liens	40*
	Article VIII EVENTS OF DEFAULT	40*
		8.01	Event of Default	40*
		8.02	Remedies	42*
		8.03	Rights Not Exclusive	42*
	Article IX THE AGENT	42*
		9.01	Appointment. and Authorization	42*
		9.02	Delegation of Duties	43*
		9.03	Liability of Agent	43*
		9.04	Reliance by Agent	43*
		9.05	Notice of Default	44*
		9.06	Credit Decision	44*
		9.07	Indemnification	45*
		9.08	Agent in Individual Capacity	45*
		9.09	Successor Agent	45*
		9.10	Withholding Tax	46*
		9.11	Syndication Agents	47*
	Article X MISCELLANEOUS	47*
		10.01	Amendments and Waivers	47*
		10.02	Notices	48*
		10.03	No Waiver: Cumulative Remedies	49*
		10.04	Costs and Expenses	49*
		10.05	Indemnity	50*
		10.06	Payments Set Aside	50*
		10.07	Binding Effect; Assignments; Participations	50*
		10.08	Set-off	52*
		10.09	Interest	52*
		10.10	Confidentiality	53*
		10.11	Preservation of Certain Matters	54*
		10.12	Notification of Addresses, Lending Offices
        Etc.	55*
		10.13	Counterparts	55*
		10.14	Severability	55*
		10.15	Governing Law; Jurisdiction	55*
		10.16	WAIVER OF JURY TRIAL	55*
		10.17	ENTIRE AGREEMENT	56*


  


 


ANNEX I Pricing Grid



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 Ms. Auwers

            Exhibit D-2 Form of Opinion of Mr. Cohan

            Exhibit E Form of Note

            Exhibit F Form of Assignment and Acceptance

             

      

  








REVOLVING CREDIT AGREEMENT

(364-Day)



dated as of October 1,
1999


COMPAQ COMPUTER CORPORATION, a Delaware corporation (the
"Company"), the several financial institutions from time to
time party to this Agreement (collectively, the "Banks", and
each individually, a "Bank"), Bank of America, N.A., as
administrative agent for the Banks, and The Chase Manhattan Bank and Citibank,
N.A., as syndication agents, agree as follows.


Article I



DEFINITIONS


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

    "Acquiring Entity" has the meaning specified
in Section 3.07.

    "Adjusted CD Rate" means, for any 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, 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 percentage
    equal to 100% minus the Adjusted CD Rate Reserve Percentage for such
    Interest Period (the "Certificate of Deposit Rate"), plus

    
    (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 provisions of Section 2.14.

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

    "Adjusted CD Rate Reserve Percentage" for
any 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,
means the reserve percentage applicable on the first day of such Interest Period
under regulations issued from time to time by the FRB for determining 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
non-personal 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 at the Adjusted CD Rate plus the Applicable
Margin.

    "Affiliate" means, as to any Person, any
other Person which, directly or 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 hereunder, and any successor administrative
agent.

    "Agent-Related Persons" means BofA and any
successor administrative agent 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 10.02 or such other address as the
Agent may from time to time specify.

    "Agreement" means this Revolving Credit
Agreement.

    "Applicable Fee Amount" means, for any date,
the amount specified under the heading "Commitment Fee" in the pricing
grid set forth on Annex I, determined in accordance with the applicable
parameters for calculation of such amount also set forth on Annex I.

    "Applicable Margin" means, on any date and
with respect to each CD Loan or Offshore Loan outstanding on such date, the
amount specified under the heading "Offshore and CD Loan Margin" in
the pricing grid set forth on Annex I, determined in accordance with the
applicable parameters for calculation of such amount also set forth on Annex
I.

    "Arranger" means Banc of America Securities
LLC, a Delaware limited liability company.

    "Assessment Rate" for any 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, 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. §327.4) 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 substantially in the form of Exhibit F.

    "Attorney Costs" means and includes the
reasonable fees and disbursements of 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. §101, et seq.).

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

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

    "BofA" means Bank of America National
Association, a national banking association.

    "Borrowing" means a borrowing hereunder
consisting of (a) Revolving Loans of 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 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 "Adjusted CD Rate."

    "CD Lending Office" means, with respect to
any Bank, the office of such Bank specified as its "CD 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.

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

    "Change in Control" means the direct or
indirect acquisition by any person (as 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 the 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, not later
than October 1, 1999, on which all conditions precedent set forth in
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 successors thereto.

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

    "Consolidated Net Worth" means at any date
the consolidated 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, copyrights, 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 duplication, (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 liabilities on a consolidated balance sheet in accordance
with GAAP; and provided further, that the liability of any Person
as a general partner of a partnership 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 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 certain
U.S. $3,000,000,000 Revolving Credit Agreement dated as of
September 22, 1997, among the Company, BofA as Administrative Agent and the
lenders party thereto, and as amended by the First Amendment to the 5-Year
Credit Agreement, 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.

    "LIBOR 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 rates 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 LIBOR 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 LIBOR Rate plus the Applicable Margin.

    "LIBOR Swingline Loan" means a Swingline
Loan which bears interest at the LIBOR 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 T, 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 Moody's Investors
Service 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 regulation 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, The Chase
Manhattan Bank 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 that 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 29, 2000, or if such date is not a Business
    Day, the Business Day immediately preceding such date, 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 Bank of
America, N.A., successor by merger to 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 it's 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;

(C) the Type of Revolving Loans
comprising the Borrowing;

(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:

(i) the proposed
Conversion/Continuation Date;

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

(iii) the Type of Revolving Loans
resulting from the proposed conversion or continuation; and

(iv) 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 Borrowing

 (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 LIBOR
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:

(I) 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;

(II) 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;

(III) a Note in the principal amount
of the Commitment 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 the Agent;
and

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

Upon receipt of any notice referred to in clause (I)
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
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 approval 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 Moody's, 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 of Offshore Loans
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, 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 LIBOR 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 Offshore Loans under Section 2.09 for the portion of the Offshore 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 actual daily amount by which such Bank's
Commitment exceeds the aggregate outstanding principal amount of such Bank's
Revolving Loans, from the Closing Date 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 August 13, 1999.

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 LIBOR 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, subject to
subsection (c) below, the Agent shall determine such interest rate on the basis
of timely information furnished by the remaining Reference Banks.

(b) The Agent shall 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 LIBOR 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 determined 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.

(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 to
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 any loss
(excluding loss of anticipated profits), cost or expense incurred by reason 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 3.02, (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 LIBOR 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
that 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
falls 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 unpaid 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 and unpaid 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 may be, 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 unpaid 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 all 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 unpaid interest and fees accrued thereon), and
(b) a fraction having as its 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 Linda S. Auwers, Vice President and Associate General Counsel of the
Company, addressed to the Agent and the Banks, substantially in the form of Exhibit D-1,
and an opinion of Gary Cohan, Vice President and Associate General Counsel of
the Company, addressed to the Agent and the Banks, substantially in the form of Exhibit D-2;

(e) 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;

(f) 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 exists or would 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 is 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 has 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 in all
material respects their respective businesses as now conducted.

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, (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 $100,000,000 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 obligation of
the Company enforceable against the Company in accordance with its 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, 1998, 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,
1998) and the unaudited consolidated balance sheet of the Company and its
Subsidiaries as of June 30, 1999 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, 1999), 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, 1998, or the Company's Forms 10-Q for the
quarters ended March 31 and June 30, 1999, 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, 1998 or in the Company's Form 10-Q Report for
the quarter ended June 30, 1999, 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 are 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, 1998, 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.

5.13
Year 2000

. On the basis of a continuing and commercially reasonable
review and assessment of the Company's and its Restricted Subsidiaries'
systems and equipment, the Company reasonably believes that, with respect to
such systems and equipment, the "Year 2000 problem" (that is, the
inability of certain computers, as well as embedded microchips in non-computing
devices, to perform properly date-sensitive functions with respect to certain
dates after December 31, 1999), including costs of reasonably necessary
remediation, will not result in a Material Adverse Effect. The Company
reasonably believes that the Company and its Restricted Subsidiaries are
finalizing feasible contingency plans adequately to ensure materially
uninterrupted and materially unimpaired business operation in the event of
failure of their own systems or equipment due to the Year 2000 problem, and the
Company reasonably believes that such plans will be finalized prior to December
31, 1999.


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; 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 or
receipt thereof, notice of filing or receipt 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 or receives, 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
www.sec.gov.; 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
such 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, without limitation, (i) for working capital and
capital expenditures, (ii) to backstop the Company's commercial paper
programs and (iii) 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 disadvantageous 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 (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,
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 9.10 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 9.10, 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 Syndication
Agents

No Bank identified on the facing page or signature pages of
this Agreement solely as a "syndication 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 "syndication 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 (including reasonable
Attorney Costs) 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; 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, each
Bank is authorized, to the fullest extent permitted by applicable law, 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. Ann. art. 5069, ch. 15 (which
regulates certain revolving credit loan accounts and revolving triparty
accounts) shall not apply to this Agreement or the Notes.

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 10.10, 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 10.10. 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
connection 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 10.10, (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 WAIVE 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.

 

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.

	 	
      COMPAQ COMPUTER CORPORATION

	 	
      By: ______________________________________

      Name: Ben K. Wells

      Title: Vice President, Corporate Treasurer and acting Chief Financial
      Officer

    
	 	
      BANK OF AMERICA, NATIONAL ASSOCIATION as Agent, as a Bank and as
      Swingline Bank

	 	
      By: ______________________________________

      Name: Kevin M. McMahon

      Title: Managing Director

    
	 	
      ABN AMRO BANK N.V.

	 	
      By: ______________________________________

      Name:

      Title:

      By: ______________________________________

      Name:

      Title:

    
	 	
      BANCA COMMERCIALE ITALIANA,

      LOS ANGELES FOREIGN BRANCH

    
	 	
      By: ______________________________________

      Name:

      Title:

    


 

 

	 	
      BANCA DI ROMA - CHICAGO BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BANCA POPOLARE DI MILANO,

      NEW YORK BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BANK HAPOALIM B.M.

	 	
      By: ______________________________________

      Name:

      Title:

      

      By: ______________________________________

      Name:

      Title:

    
	 	
      BANK OF IRELAND

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BANK OF MONTREAL

	 	
      By: ______________________________________

      Name:

      Title:

    


 

 

	 	
      THE BANK OF NEW YORK

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BANK OF TOKYO - MITSUBISHI TRUST COMPANY

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BANK ONE, N.A.

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BANKBOSTON, N.A.

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BANQUE NATIONALE DE PARIS

	 	
      By: ______________________________________

      Name:

      Title:

    


 

 

	 	
      BARCLAYS BANK

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BAYERISCHE HYPO-UND VEREINSBANK AG, NEW YORK BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      BAYERISCHE LANDESBANK GIROZENTRALE CAYMAN ISLANDS BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE LOMBARDE SPA

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      CHASE MANHATTAN BANK

	 	
      By: ______________________________________

      Name:

      Title:

    


 

 

	 	
      CITIBANK, N.A.

	 	
      By: ______________________________________

      Name:

      Title:

    
	
      

    	
      CREDIT AGRICOLE INDOSUEZ

	 	
      By: ______________________________________

      Name:

      Title:

      

      By: ______________________________________

      Name:

      Title:

    
	 	
      CREDIT SUISSE FIRST BOSTON

	 	
      By: ______________________________________

      Name:

      Title:

      

      By: ______________________________________

      Name:

      Title:

    
	 	
      DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

      

      By: ______________________________________

      Name:

      Title:

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

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

	 	
      By: ______________________________________

      Name:

      Title:

      By: ______________________________________

      Name:

      Title:

    
	 	
      FIRST UNION NATIONAL BANK

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      THE FUJI BANK, LIMITED

	 	
      By: ______________________________________

      Name:

      Title:

    


 

 

	 	
      HSBC BANK USA

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      ING BANK N.V.

	 	
      By: ______________________________________

      Name:

      Title:

      By: ______________________________________

      Name:

      Title:

    
	 	
      MELLON BANK, N.A.

	
      

    	
      By: ______________________________________

      Name:

      Title:

    
	 	
      NATIONAL AUSTRALIA BANK LIMITED, A.C.N. 004044937

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      NATIONAL WESTMINSTER BANK PLC,

      NEW YORK BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      NATIONAL WESTMINSTER BANK PLC,

      NASSAU BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      THE NORTHERN TRUST COMPANY

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      ROYAL BANK OF CANADA

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      SKANDINAVISKA ENSKILDA BANKEN,

      NEW YORK BRANCH

    
	 	
      By: ______________________________________

      Name:

      Title:

      By: ______________________________________

      Name:

      Title:

    
	 	
      SOCIETE GENERALE - NEW YORK BRANCH

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      STANDARD CHARTERED BANK

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      WELLS FARGO BANK, N.A.

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      WESTPAC BANKING CORPORATION

	 	
      By: ______________________________________

      Name:

      Title:

    
	 	
      WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH

	
      

    	
      By: ______________________________________

      Name:

      Title:

    



ANNEX I



PRICING GRID


The Applicable Fee Amount and the Applicable Margin shall be, at any time,
the rate per annum set forth in the table below opposite the long term unsecured
senior, non-credit enhanced debt rating of the Company by S&P and Moody's
(in the case of a split rating, the higher (better) rating will apply). Any
change in the Applicable Fee Amount or Applicable Margin shall become effective
five Business Days after the initial public announcement of the applicable
rating agency of the change in the Company's debt rating.


  
	
      Applicable Rating

      
	
      Commitment Fee

      
	
      Offshore and CD Loan Margin

      

	
      BBB+/Baa1 (or higher)
	
      0.080%
	
      0.500%

	
      BBB/Baa2
	
      0.100%
	
      0.625%

	
      BBB-/Baa3 (or lower or no Applicable Rating)
	
      0.150%
	
      0.800%



  


SCHEDULE 2.01



COMMITMENTS







  
	
      

      Bank
	
      

      Commitment

	
      Bank of America, N.A.
	
      $75,000,000

	
      ABN AMRO Bank N.V.
	
      $38,750,000

	
      Banca Commerciale Italiana,

      Los Angeles Foreign Branch
	
      $15,000,000

	
      Banca Di Roma - Chicago Branch
	
      $12,500,000

	
      Banca Popolare Di Milano, New York Branch
	
      $12,500,000

	
      Bank Hapoalim B.M.
	
      $25,000,000

	
      Bank of Ireland
	
      $12,500,000

	
      Bank of Montreal
	
      $15,000,000

	
      The Bank of New York
	
      $15,000,000

	
      Bank of Tokyo-Mitsubishi Trust Company
	
      $15,000,000

	
      Bank One, N.A.
	
      $38,750,000

	
      Bankboston, N.A.
	
      $15,000,000

	
      Banque Nationale de Paris
	
      $38,750,000

	
      Barclays Bank
	
      $25,000,000

	
      Bayerische Hypo-Und Vereinsbank AG,

      New York Branch
	
      $15,000,000

	
      Bayerische Landesbank Girozentrale,

      Cayman Islands Branch
	
      $15,000,000

	
      Cariplo-Cassa di Risparmio delle Provincie

      Lombarde SpA
	
      $32,500,000

	
      Chase Manhattan Bank
	
      $50,000,000

	
      Citibank, N.A.
	
      $50,000,000

	
      Credit Agricole Indosuez
	
      $35,000,000

	
      Credit Suisse First Boston
	
      $25,000,000

	
      Den Danske Bank Aktieselskab,

      Cayman Islands Branch
	
      $15,000,000

	
      Deutsche Bank AG,

      New York Branch
	
      $35,000,000

	
      Dresdner Bank AG,

      New York and Grand Cayman Branches
	
      $15,000,000

	
      First Union National Bank
	
      $15,000,000

	
      The Fuji Bank, Limited
	
      $35,000,000

	
      HSBC Bank USA
	
      $25,000,000

	
      ING Bank N.V.
	
      $32,500,000

	
      Mellon Bank, N.A.
	
      $15,000,000

	
      National Australia Bank Limited,

      A.C.N. 004044937
	
      $35,000,000

	
      National Westminister Bank PLC
	
      $38,750,000

	
      The Northern Trust Company
	
      $15,000,000

	
      Royal Bank of Canada
	
      $38,750,000

	
      Skandinaviska Enskilda Banken,

      New York Branch
	
      $15,000,000

	
      Societe Generale - New York Branch
	
      $12,500,000

	
      Standard Chartered Bank
	
      $15,000,000

	
      Wells Fargo Bank, N.A.
	
      $15,000,000

	
      WestPac Banking Corporation
	
      $12,500,000

	
      Westdeutsche Landesbank Girozentrale,

      New York Branch
	
      $38,750,000

	
      TOTAL
	
      $1,000,000,000



  



SCHEDULE 10.02




PAYMENT OFFICES; ADDRESSES FOR NOTICES;

LENDING OFFICES

 


COMPAQ COMPUTER CORPORATION


Company's Notice Address:


Compaq Computer Corporation

P.O. Box 692000, MS 110701

20555 State Highway 249

Houston, TX 77269-2000

www.compaq.com

Attn: Richard Harris

Director, Capital Markets Treasury

Richard.Harris@compaq.com

Telephone: (281) 518-6024

Facsimile: (281) 514-7400


With a copy (which alone shall not constitute notice) to:


Compaq Computer Corporation

P.O. Box 692000, MS 110701

20555 State Highway 249

Houston, TX 77269-2000

Attn: General Counsel


BANK OF AMERICA, N.A., as Agent


Notices for Borrowing, Conversions/Continuations, and Payments:


Bank of America, N.A.

Mail Code: CA4-706-05-09

Agency Administrative Services #5596

1850 Gateway Boulevard, 5th Floor

Concord, CA 94520

Attention: Nawaporn Wongbuddhapitak

Telephone: (925) 675-8427

Facsimile: (925) 969-2827


Other Notices:


Bank of America, N.A.

Technology #3697

Mail Code: CA5-705-41-01

555 California Street, 41st Floor

San Francisco, CA 94104

Attention: Kevin McMahon

Telephone: (415) 622-8088

Facsimile: (415) 622-2385

Agent's Payment Office:

Bank of America, N.A.

Mail Code: CA4-706-05-09

1850 Gateway Boulevard

Concord, CA 94520

Attention: Agency Administrative Services #5596

Reference: Compaq Computer Corp. 364-Day


BANK OF AMERICA, N.A., as a Bank


Domestic and LIBOR Lending Office:

(Borrowing Notices, Notices of Conversion/Continuation and Payments):


Bank of America, N.A.

Mail Code: CA4-706-05-09

1850 Gateway Boulevard, 4th Floor

Concord, CA 94520

Attention: Nawaporn Wongbuddhapitak

Telephone: (925) 675-8427

Facsimile: (925) 969-2827


All other Notices:


Bank of America, N.A.

Technology #3697

Mail Code: CA5-705-41-01

555 California Street, 41st Floor

San Francisco, CA 94104

Attention: Kevin McMahon

Telephone: (415) 622-8088

Facsimile: (415) 622-2385

Email: kevinmcmahon@bankofamerica.com


ABN AMRO BANK N.V.


Domestic and LIBOR Lending Office:


ABN AMRO BANK N.V.

208 South LaSalle, Suite 1500

Chicago, IL 60604-1003

Attention: Loan Administration CPU

Telephone: (312) 992-5153

Facsimile: (312) 992-5158


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Primary Contact:

ABN AMRO Bank N.V.

101 California Street

Suite 4550

San Francisco, CA 94111

Attention: Mathew Harvey

Telephone: (415) 984-3733

Facsimile: (415) 362-3524

Email: mathew.harvey@abnamro.com

Secondary Contact:

ABN AMRO Bank N.V.

208 South LaSalle, Suite 1500

Chicago, IL 60604-1003

Attention: Hope Hastings, Credit Administration

Telephone: (312) 992-5110

Facsimile: (312) 992-5111


BANCA COMMERCIALE ITALIANA,

LOS ANGELES FOREIGN BRANCH


Domestic and LIBOR Lending Office:


Banca Commerciale Italiana, Los Angeles Foreign Branch

One William Street

New York, NY 10004

Attention: Jonathan Sahr

Telephone: (212) 607-3814

Facsimile: (212) 607-3897


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Banca Commerciale Italiana, Los Angeles Foreign Branch

555 South Flower Street

Los Angeles, CA 90071

Attention: Jack Wityak

Telephone: (213) 624-0440

Facsimile: (213) 624-0457

Email: comitla@pacificnet.net


BANCA DI ROMA - CHICAGO BRANCH


Domestic and LIBOR Lending Office:


Banca di Roma - Chicago Branch

225 West Washington, Suite 1200

Chicago, IL 60606

Attention: Enza Geraci

Telephone: (312) 704-2603

Facsimile: (312) 726-3058


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Banca di Roma - Chicago Branch

225 West Washington, Suite 1200

Chicago, IL 60606

Attention: Aurora Pensa

Telephone: (312) 704-2630

Facsimile: (312) 726-3058

Email: bdrchjb@aol.com

Secondary contact:

Banca di Roma - Chicago Branch

225 West Washington, Suite 1200

Chicago, IL 60606

Attention: Adam Cohen

Telephone: (312) 704-2637

Facsimile: (312) 726-3058

Email: bdrchjb@aol.com


BANCA POPOLARE DI MILANO, NEW YORK BRANCH


Domestic and LIBOR Lending Office:


Banca Popolare di Milano, New York Branch

375 Park Avenue, 9th Floor

New York, NY 10152

Attention: Gerald C. Canonico

Telephone: (212) 546-9423

Facsimile: (212) 838-1077


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Banca Popolare di Milano, New York Branch

375 Park Avenue, 9th Floor

New York, NY 10152

Attention: Fulvio Montanari

Telephone: (212) 546-9414

Facsimile: (212) 838-1077

Email: fmontanari@bpmny.com


BANK HAPOALIM B.M.


Domestic and LIBOR Lending Office:


Bank Hapoalim B.M.

1177 Avenue of the Americas

New York, NY 10036

Attention: Donna Gindoff

Telephone: (212) 782-2179

Facsimile: (212) 782-2187


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bank Hapoalim B.M.

1177 Avenue of the Americas

New York, NY 10036

Attention: Laura Raffa

Telephone: (212) 782-2177

Facsimile: (212) 782-2187

Email: lraffa@bloomberg.net


BANK OF IRELAND


Domestic and LIBOR Lending Office:


Bank of Ireland

Hume House, Ballsbridge

Dublin 2

Ireland

Attention: Ed Meaghes

Telephone: 011-353-1 618-7470

Facsimile: 011-353-1- 618-7690




Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bank of Ireland

Lower Baggot Street

Dublin 2

Ireland

Attention: Frances Collins

Telephone: 011-353-1-604-4141

Facsimile: 011-353-1-604-4240

Email: frances.collins@boi.ie


BANK OF MONTREAL


Domestic and LIBOR Lending Office:


Bank of Montreal

115 South LaSalle Street, 12th Floor

Chicago, IL 60603

Attention: Betty Rutherford

Telephone: (312) 750-3885

Facsimile: (312) 750-4304


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bank of Montreal

115 South LaSalle Street, 12th Floor

Chicago, IL 60603

Attention: Kanu Modi

Telephone: (312) 750-3891

Facsimile: (312) 750-6057

Email: canu@hotmail.com


THE BANK OF NEW YORK


Domestic and LIBOR Lending Office:


The Bank of New York

1 Wall Street, 22nd Floor

New York, 10286

Attention: Larry Geter

Telephone: (212) 635-6740

Facsimile: (212) 635-6399


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


The Bank of New York

1 Wall Street, 22nd Floor

New York, 10286

Attention: Helen Sarro

Telephone: (212) 635-6898

Facsimile: (212) 635-6434

Email: hsarro@bankofny.com


BANK OF TOKYO - MITSUBISHI TRUST COMPANY


Domestic and LIBOR Lending Office:


Bank of Tokyo - Mitsubishi Trust Company

1251 Avenue of the Americas, 12th Floor

New York, NY 10020-1104

Attention: Rolando Uy

Telephone: (201) 413-8570

Facsimile: (212) 766-3127


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bank of Tokyo - Mitsubishi Trust Company

1251 Avenue of the Americas, 12th Floor

New York, NY 10020-1104

Attention: Catherine Moeser

Telephone: (212) 782-4457

Facsimile: (212) 782-6440

Email: cmoeser@btmna.com


BANK ONE, N.A.


Domestic and LIBOR Lending Office:


Bank One, N.A.

1 Bank One Plaza 0634

Chicago, IL 60670

Attention: Nan Wilson

Telephone: (312) 732-1221

Facsimile: (312) 732-4840


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bank One, N.A.

910 Travis

Houston, TX 77002

Attention: Greg Smothers

Telephone: (713) 751-3838

Facsimile: (713) 751-6777

Email: greg_smothers@mail.bankone.com


BANKBOSTON, N.A.


Domestic and LIBOR Lending Office:


Bankboston, N.A.

100 Federal Street

M/S 01-08-06

Boston, MA 02110

Attention: Sandra Castellarin

Telephone: (617) 434-3123

Facsimile: (617) 434-0819


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bankboston, N.A.

100 Federal Street

M/S 01-08-06

Boston, MA 02110

Attention: Jay Massimo

Telephone: (617) 434-7824

Facsimile: (617) 434-0819

email: jlmassimo@bkb.com


BANQUE NATIONALE DE PARIS


Domestic and LIBOR Lending Office:


Banque Nationale de Paris

333 Clay Street #3400

Houston, TX 77002

Attention: Donna Rose

Telephone: (713) 951-1240

Facsimile: (713) 659-1414


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Banque Nationale de Paris

333 Clay Street #3400

Houston, TX 77002

Attention: John Stacy

Telephone: (713) 951-1222

Facsimile: (713) 659-1414

Email: john.stacy@usa.bnpgroup.com


BARCLAYS BANK


Domestic and LIBOR Lending Office:


Barclays Bank

222 Broadway

New York, NY 10038

Attention: Paul Edwards

Telephone: (212) 412-3730

Facsimile: (212) 412-5306

email: paul.edwards2@barclayscapital.com


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Barclays Bank

222 Broadway

New York, NY 10038

Attention: John Giannone

Telephone: (212) 412-3276

Facsimile: (212) 412-7580

email: john.giannone@barclayscapital.com


BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH


Domestic and LIBOR Lending Office:


Bayerische Hypo- und Vereinsbank AG, New York Branch

150 East 42nd Street

New York, NY 10017

Attention: Arelis Cepeda

Telephone: (212) 672-5495

Facsimile: (212) 672-5691


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bayerische Hypo- und Vereinsbank AG, New York Branch

150 East 42nd Street

New York, NY 10017

Attention: Steve Atwell

Telephone: (212) 672-5458

Facsimile: (212) 672-5530

Email: steven_atwell@america.hypovereinsbank.com

Secondary contact:

Bayerische Hypo- und Vereinsbank AG, New York Branch

150 East 42nd Street

New York, NY 10017

Attention: Yoram Dankner

Telephone: (212) 672-5446

Facsimile: (212) 672-5530

Email: yoram_dankner@america.hypovereinsbank.com


BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH


Domestic and LIBOR Lending Office:


Bayerische Landesbank Girozentrale, Cayman Islands Branch

560 Lexington Avenue

New York, NY 10022

Attention: Patricia Sanchez

Telephone: (212) 310-9810

Facsimile: (212) 310-9930


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Bayerische Landesbank Girozentrale, Cayman Islands Branch

560 Lexington Avenue

New York, NY 10022

Attention: James Fox

Telephone: (212) 310-9986

Facsimile: (212) 310-9868

Email: jfox@baylbny.com


CARIPLO-Cassa di Risparmio delle Provincie Lombarde SpA


Domestic and LIBOR Lending Office:


Cariplo Bank

10 East 53 Street, 36th Floor

New York, NY 10022

Attention: Anthony Giobbi

Telephone: (212) 527-8737

Facsimile: (212) 527-8777


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Cariplo Bank

10 East 53 Street, 36th Floor

New York, NY 10022

Attention: Anthony Giobbi

Telephone: (212) 527-8737

Facsimile: (212) 527-8777

Email: anthony.giobbi@cariplony.com



Secondary contact:

Cariplo Bank

10 East 53 Street, 36th Floor

New York, NY 10022

Attention: Lola Molins

Telephone: (212) 527-8747

Facsimile: (212) 527-8777/8736

Email: lola.molins@cariplony.com




CHASE MANHATTAN BANK


Domestic and LIBOR Lending Office:


Chase Manhattan Bank

Chase Manhattan Loan Services Group

1 Chase Manhattan Plaza, 8th Floor

New York, NY 10081

Attention: Winslowe Ogbourne

Telephone: (212) 552-7439

Facsimile: (212) 552-5700


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Chase Manhattan Bank

Global Media & Telecommunications Group

270 Park Avenue, 37th Floor

New York, NY 10017

Attention: Constance M. Coleman

Telephone: (212) 270-0372

Facsimile: (212) 270-4164

Email: constance.coleman@chase.com


CITIBANK, N.A.


Domestic and LIBOR Lending Office:


Citibank, N.A.

2 Penn's Way, Suite 200

New York, NY 10043

Attention: Tracy Pinkett

Telephone: (302) 894-6077

Facsimile: (302) 894-6120

Email: tracy.pinkett@citicorp.com


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Citibank, N.A.

399 Park Avenue, 8th Floor/Zone 3

New York, NY 10043

Attention: James M. Walsh

Telephone: (212) 559-7538

Facsimile: (212) 593-0054

Email: james.m.walsh@citicorp.com


CREDIT AGRICOLE INDOSUEZ


Domestic and LIBOR Lending Office:


Credit Agricole Indosuez

55 E. Monroe, Suite 4700

Chicago, IL 60603

Attention: Theresa Howard

Telephone: (312) 917-7554

Facsimile: (312) 372-4421


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Credit Agricole Indosuez

600 Travis Street, Suite 2340

Houston, TX 77002

Attention: Kenneth C. Coulter

Telephone: (713) 223-7005

Facsimile: (713) 223-7029

Enail: kcoulter@us.ca-indosuez.com


CREDIT SUISSE FIRST BOSTON


Domestic and LIBOR Lending Office:


Credit Suisse First Boston

Five World Trade Center, 8th Floor

New York, NY 10048-0928

Attention: Patti Matos

Telephone: (212) 322-1634

Facsimile: (212) 335-0593


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Credit Suisse First Boston

11 Madison Avenue

New York, NY 10010-3629

Attention: Chris Horgan

Telephone: (212) 325-9157

Facsimile: (212) 325-8309

Email: chris.horgan@csfb.com



secondary contact:

Credit Suisse First Boston

11 Madison Avenue

New York, NY 10010-3629

Attention: Guy Baron

Telephone: (212) 325-0785

Facsimile: (212) 325-8309

Email: guy.baron@csfb.com




DEN DANSKE BANK AKTIESELSKAB, CAYMAN ISLANDS BRANCH


Domestic and LIBOR Lending Office:


Den Danske Bank Aktieselskab, Cayman Islands Branch

280 Park Avenue

New York, NY 10017

Attention: Loan Administration

Telephone: (212) 984-8462

Facsimile: (212) 490-0252


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Den Danske Bank Aktieselskab, Cayman Islands Branch

280 Park Avenue, 4th Floor East Building

New York, NY 10017

Attention: Daniel Lenzo

Telephone: (212) 984-8466

Facsimile: (212) 599-2493

Email: dlenzo@ddbny.com

secondary contact:

Den Danske Bank Aktieselskab, Cayman Islands Branch

280 Park Avenue, 4th Floor East Building

New York, NY 10017

Attention: Peter L. Hargraves

Telephone: (212) 984-8433

Facsimile: (212) 599-2493

Email: phargraves@earthlink.net


DEUTSCHE BANK AG, NEW YORK BRANCH


Domestic and LIBOR Lending Office:


Deutsche Bank AG, New York Branch

31 West 52nd Street

New York, NY 10019

Attention: Nancy Zorn

Telephone: (212) 469-4112

Facsimile: (212) 469-4138/4139


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Deutsche Bank AG, New York Branch

31 West 52nd Street

New York, NY 10019

Attention: William W. McGinty

Telephone: (212) 469-8662

Facsimile: (212) 469-8212

Email: william.mcginty@db.com


DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES


Domestic and LIBOR Lending Offices:


Dresdner Bank AG, New York Branch

75 Wall Street

New York, NY 10005-2889

Attention: Mona Karout

Telephone: (212) 429-2287

Facsimile: (212) 429-2130

Email: mkarout@dresdner.com



Dresdner Bank AG, Grand Cayman Branch

c/o Dresdner Bank AG, New York Branch

75 Wall Street

New York, NY 10005-2889

Attention: Mona Karout

Telephone: (212) 429-2287

Facsimile: (212) 429-2130

Email: mkarout@dresdner.com


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Dresdner Bank AG, New York Branch

75 Wall Street

New York, NY 10005-2889

Attention: Craig Erickson

Telephone: (212) 429-2183

Facsimile: (212) 429-2524

Email: cerickso@dresdner.com


FIRST UNION NATIONAL BANK


Domestic and LIBOR Lending Office:


First Union National Bank

201 S. College Street

Charlotte, NC 28288-1183

Attention: Todd Tucker

Telephone: (704) 383-0905

Facsimile: (704) 383-7999


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


First Union National Bank

301 S. College Street

Charlotte, NC 28288-0745

Attention: Peter D. Steffen

Telephone: (704) 383-9214

Facsimile: (704) 383-7236

Email: peter.steffen@capmark.funb.com


THE FUJI BANK, LIMITED


Domestic and LIBOR Lending Office:


The Fuji Bank, Limited

Two World Trade Center, 79th Floor

New York, NY 10048

Attention: Tina Catapano

Telephone: (212) 898-2099

Facsimile: (212) 488-8216


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


The Fuji Bank, Limited

One Houston Center

1221 McKinney Street, 41st Floor

Houston, TX 77010

Attention: Mark E. Polasek

Telephone: (713) 650-7863

Facsimile: (713) 759-0048


HSBC BANK USA


Domestic and LIBOR Lending Office:


HSBC Bank USA

1 HSBC Center, 26th Floor

Buffalo, NY 14203

Attention: Donna Riley

Telephone: (716) 841-4178

Facsimile: (716) 841-1844


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


HSBC Bank USA

600 Travis Street, Suite 6750

Houston, TX 77002

Attention: George Linhart

Telephone: (713) 224-6535

Facsimile: (713) 224-3666

Email: hsbchou@sprintmail.com


ING BANK N.V.


Domestic and LIBOR Lending Office:


ING Barings Bank, Dublin Branch

49 St. Stephen's Green

Dublin 2

Ireland

Attention: Olga Lyons

Telephone: 011-353-16-38-4000

Facsimile: 011-353-16-38-4060


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


ING Barings Bank, Dublin Branch

49 St. Stephen's Green

Dublin 2

Ireland

Attention: Tara Crowley

Telephone: 011-353-1-638-4000

Facsimile: 011-353-1-638-4060


MELLON BANK, N.A.


Domestic and LIBOR Lending Office:


Mellon Bank, N.A.

Three Mellon Bank Center, Room 1203

Pittsburgh, PA 15230

Attention: Lorrie Amadio

Telephone: (412) 234-4769

Facsimile: (412) 209-6114


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Mellon Bank, N.A.

One Mellon Bank Center, Room 0370

Pittsburgh, PA 15258

Attention: Alexander M. Gordon

Telephone: (412) 234-0026

Facsimile: (412) 234-6375

Email: gordon.am@mellon.com


NATIONAL AUSTRALIA BANK LIMITED, A.C.N. 004044937


Domestic and LIBOR Lending Office:


National Australia Bank Limited

200 Park Avenue, 34th Floor

New York, NY 10166

Attention: Lidia Saniuk

Telephone: (212) 916-9644

Facsimile: (212) 490-8087

Secondary contact:

National Australia Bank Limited

200 Park Avenue, 34th Floor

New York, NY 10166

Attention: Geraldine Harper

Telephone: (212) 916-9622

Facsimile: (212) 490-8087


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


National Australia Bank Limited

200 Park Avenue, 34th Floor

New York, NY 10166

Attention: Frank Campiglia

Telephone: (212) 916-9595

Facsimile: (212) 983-1969

Email: fcampiglia@nabny.com

Secondary contact:

National Australia Bank Limited

200 Park Avenue, 34th Floor

New York, NY 10166

Attention: Phyllis McMurray

Telephone: (212) 916-9512

Facsimile: (212) 983-1969


NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH AND NASSAU BRANCH


Domestic and LIBOR Lending Office:


National Westminster Bank, Plc, New York Branch and Nassau Branch

65E 55th Street, 24th Floor

New York, NY 10022

Attention: Sattie Chinapen

Telephone: (212) 401-1416

Facsimile: (212) 401-1494

Email: sattie.chinapen@na-natwest.com


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


National Westminster Bank, Plc, New York Branch and Nassau Branch

101 Park Avenue, 11th Floor

New York, NY 10178

Attention: David Rowley

Telephone: (212) 401-3568

Facsimile: (212) 401-3626

Email: david.rowley@na.natwestgfm.com


THE NORTHERN TRUST COMPANY


Domestic and LIBOR Lending Office:


The Northern Trust Company

50 South LaSalle, 11th Floor

Chicago, IL 60675

Attention: Linda Honda

Telephone: (312) 444-3532

Facsimile: (312) 630-1566


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


The Northern Trust Company

50 South LaSalle, 11th Floor

Chicago, IL 60675

Attention: Nicole Boehm

Telephone: (312) 444-3640

Facsimile: (312) 630-6062

Email: ndb2@notes.ntrs.com


ROYAL BANK OF CANADA


Domestic and LIBOR Lending Office:


Royal Bank of Canada

180 Wellington

Toronto, Ontario

Attention: Claro Albay

Telephone: (416) 955-6714

Facsimile: (416) 955-6720/6722


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Royal Bank of Canada

One Liberty Plaza

New York, NY 10006

Attention: Steven Yoon

Telephone: (212) 428-6429

Facsimile: (212) 428-6460

Email: syoon@royalusa.com


SKANDINAVISKA ENSKILDA BANKEN, NEW YORK BRANCH


Domestic and LIBOR Lending Office:


Skandinaviska Enskilda Banken, New York Branch

245 Park Avenue, 42nd Floor

New York, NY 10167

Attention: Head of Loan Operations

Telephone: (212) 907-4761

Facsimile: (212) 370-1709




Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Skandinaviska Enskilda Banken, New York Branch

245 Park Avenue, 42nd Floor

New York, NY 10167

Attention: Patricia Hackett.

Telephone: (212) 907-4605

Facsimile: (212) 370-1709

Email: pat.hackett@sebny.com


SOCIETE GENERALE - NEW YORK BRANCH


Domestic and LIBOR Lending Office:


Societe Generale - New York Branch

1221 Avenue of the Americas

New York, NY 10020

Attention: Michelle Dorsaint

Telephone: (212) 278-6932

Facsimile: (212) 278-7463

Email: michelle.dorsaint@us.socgen.com


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Societe Generale - New York Branch

1221 Avenue of the Americas

New York, NY 10020

Attention: Nathalie Thuillez

Telephone: (212) 278-7162

Facsimile: (212) 278-7463

Email: nathalie.thuillez@us.socgen.com


STANDARD CHARTERED BANK


Domestic and LIBOR Lending Office:


Standard Chartered Bank

7 World Trade Center

New York, NY 10048

Attention: Larry Fitzerald/Yolanda Rodriques

Telephone: (212) 667-0107/(212) 667-0435

Facsimile: (212) 667-0568


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Standard Chartered Bank

707 Wilshire Blvd., 9th Floor

Los Angeles, CA 90017

Attention: John Biscette

Telephone: (213) 330-8855

Facsimile: (212) 895-4753

Email: john.biscette@us.standardchartered.com

Secondary contact:

Standard Chartered Bank

707 Wilshire Blvd., 9th Floor

Los Angeles, CA 90017

Attention: Sylvia Rivera

Telephone: (213) 330-8825

Facsimile: (213) 895-4753

Email: sylvia.rivera@us.standardchartered.com


WELLS FARGO BANK, N.A.


Domestic and LIBOR Lending Office:


Wells Fargo Bank, N.A.

201 Third Street, MAC 0187-081

San Francisco, CA 94103

Attention: Sue Silver

Telephone: (415) 477-5374

Facsimile: (415) 512-1943/(415) 979-0675


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Wells Fargo Bank, N.A.

707 Wilshire Blvd., 16th Floor

MAC E2818-165

Los Angeles, CA 90017

Attention: Tim McDevitt

Telephone: (213) 614-4762

Facsimile: (213) 614-2569

Email: timothya@wellsfargo.com

Secondary contact:

Wells Fargo Bank, N.A.

707 Wilshire Blvd., 16th Floor

MAC E2818-165

Los Angeles, CA 90017

Attention: Judy Vodhanel

Telephone: (213) 614-2989

Facsimile: (213) 623-5674

Email: jvodhan@wellsfargo.com


WESTPAC BANKING CORPORATION


Domestic and LIBOR Lending Office:


Westpac Banking Corporation

575 Fifth Avenue, 39th Floor

New York, NY 10017

Attention: Susan Wildstein

Telephone: (212) 551-1960

Facsimile: (212) 551-1998


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Westpac Banking Corporation

575 Fifth Avenue, 39th Floor

New York, NY 10017

Attention: Tony Smith

Telephone: (212) 551-1814

Facsimile: (212) 551-1995

Email: tonysmith@westpac.comau


WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH


Domestic and LIBOR Lending Office:


Westdeutsche Landesbank Girozentrale, New York Branch

1211 Avenue of the Americas

New York, NY 10036

Attention: Mason Chau

Telephone: (212) 852-6389

Facsimile: (212) 302-7946


Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):


Westdeutsche Landesbank Girozentrale, New York Branch

1211 Avenue of the Americas

New York, NY 10036

Attention: Felicia La Forgia

Telephone: (212) 852-6096

Facsimile: (212) 852-6307

Email: felicia_laforgia@westlb.com

Secondary contact:

Westdeutsche Landesbank Girozentrale, New York Branch

1211 Avenue of the Americas

New York, NY 10036

Attention: Thomas Lee

Telephone: (212) 852-6204

Facsimile: (212) 852-6148

Email: thomas_lee@westlb.com




EXHIBIT A


NOTICE OF BORROWING



  Bank of America, N.A., as

  Administrative Agent

  Agency Administrative Services #5596

  1850 Gateway Blvd.

  Concord, CA 94520-3281

  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 October 1, 1999 (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, Bank of America, N.A., as administrative agent for such
Banks, and The Chase Manhattan Bank and Citibank, N.A., as syndication agents.
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] [LIBOR 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).

  



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 would result
    from such Proposed Borrowing.

    
      
        
          
            
                         Very truly yours,

                        

                        COMPAQ COMPUTER CORPORATION

                        

                        

                        By:______________________________

                        Name:____________________________

                        Title:_____________________________

                        

                      

          

        

      

    

  

  EXHIBIT B


NOTICE OF CONVERSION/CONTINUATION



  Bank of America, N.A., as

  Administrative Agent

  Agency Administrative Services #5596

  1850 Gateway Blvd.

  Concord, CA 94520-3281

  Attn: Compaq AO [Date]



  Ladies and Gentlemen:


This Notice of Conversion/Continuation is delivered pursuant
to Section 2.04 of the $1,000,000,000 Revolving Credit Agreement, dated as
of October 1, 1999 (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, Bank of America, N.A., as administrative agent for such Banks,
and The Chase Manhattan Bank and Citibank, N.A., as syndication agents. 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 _____________________,
_____,


  
    (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 *[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 an Interest Period of _____ days] [LIBOR Revolving
    Loans having an Interest Period of _____ months] [Base Rate Revolving
    Loans].

     

  



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


  
    
      
        
          
                    
                        Very truly yours,

                        

                        COMPAQ COMPUTER CORPORATION

                        

                        

                        By:______________________________

                        Name:____________________________

                        Title:_____________________________

            

                        

          

        

      

    

  

  EXHIBIT C


COMPLIANCE CERTIFICATE


This Compliance Certificate is delivered pursuant to
Section 6.02 of the U.S. $1,000,000,000 Revolving Credit Agreement
dated as of October 1, 1999 (together with all amendments, if any, from
time to time made thereto, the "Credit Agreement") among Compaq
Computer Corporation, a Delaware corporation (the "Company"), the
Banks party thereto, Bank of America, N.A., as administrative agent for such
Banks, and The Chase Manhattan Bank and Citibank, N.A., as syndication agents.
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)  As of ________________, the ratio of
    (a) the aggregate outstanding principal amount of Total Senior Debt to
    (b) Total Capitalization 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 ______.


  
    
      
                  
                    
                      
                        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 October 1, 1999 among

  Compaq Computer Corporation, such Banks,

  Bank of America, N.A., as

  administrative agent, and

  The Chase Manhattan Bank and

  Citibank, N.A., as syndication agents


Re: Compaq Computer Corporation Revolving Credit Agreement


  Ladies and Gentlemen:


As Vice President and Associate 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
October 1, 1999 (the "Credit Agreement") among the Company, the
Banks listed on the signature pages thereof, Bank of America, N.A., as
administrative agent for such Banks (the "Agent"), and The Chase
Manhattan Bank and Citibank, N.A., as syndication agents. 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 liability of $100,000,000 or more) indenture, loan or credit
agreement, 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 imposition 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, or (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, 1998, or the Company's Forms 10-Q for the
quarters ended March 31 and June 30, 1999, 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/ Linda S.
                        Auwer             

                        Linda S. Auwers

                        Vice President and

                        Associate General Counsel

              

            

          

        

      

    




EXHIBIT D-2


[date]


  To each of the Banks parties to the

  $1,000,000,000 Revolving Credit Agreement

  dated as of October 1, 1999 among

  Compaq Computer Corporation, such Banks,

  Bank of America, N.A., as Administrative Agent, and

  The Chase Manhattan Bank and Citibank, N.A.,

  as syndication agents


Re: Compaq Computer Corporation Revolving Credit Agreement


  Ladies and Gentlemen:


This opinion is furnished to you pursuant to
Section 4.01 (d) of the U.S. $1,000,000,000 Revolving Credit
Agreement, dated as of October 1, 1999 (the "Credit Agreement"),
among Compaq Computer Corporation (the "Company"), the Banks parties
thereto, Bank of America, N.A., as Administrative Agent for such Banks, and The
Chase Manhattan Bank and Citibank, N.A., as syndication agents. Except as
otherwise defined herein, terms defined in the Credit Agreement are used herein
as therein defined.

I 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, I have examined:


  
    (1) The Credit Agreement;

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

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

  



I have also made such investigations of law as I have deemed
necessary and relevant as a basis for my opinion. As to various questions of
fact material to my opinion, I 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, I am 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 my 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 T,
        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 creditors' 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, I 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 me as originals, and (v) the conformity to original documents
of all documents submitted to me as copies.

(c) In rendering the opinions set forth above, I have, with
your permission and without independent verification, relied upon the opinion of
Linda S. Auwers, Vice President and Associate 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 my opinions set forth herein, I 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) I 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 my enforceability opinion with respect to
provisions providing for the appointment of an agent for service of process on
behalf of the Company, I have assumed that such agent will provide timely notice
to the Company of the commencement of legal proceedings.

(g) I 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, I 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 I assume no obligation to update or supplement such opinions to
reflect any fact or circumstance that may hereafter come to my 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 my 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 Linda S. Auwers, Vice
President and Associate 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/ Gary

Cohan                

                        Gary Cohan

                        Vice President and

                        Associate General Counsel

            

          

        

      

    

  




EXHIBIT E


PROMISSORY NOTE



  U.S. $_______ Dated: October 1, 1999


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 October 1, 1999 among
the Company, the Bank, certain other lenders parties thereto, Bank of America,
N.A., as administrative agent, and The Chase Manhattan Bank and Citibank, N.A.,
as syndication agents; 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 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

  
 


  
	
      Date
	
      Amount of Loan
	
      Type of Loan
	
      Amount of Principal Paid or Prepaid
	
      Unpaid Principal Balance
	
      Notation 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 October 1, 1999 (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"), BANK OF AMERICA, N.A., as
administrative agent for the Banks (in such capacity, the "Agent"),
and The Chase Manhattan Bank and Citibank, N.A., as syndication agents. 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 "______________") [, 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 ______________ 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 _____________ [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 and 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 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
Commitment Percentage 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 Payment .

Any interest, fees and other payments accrued to the
Effective Date with respect to the Assigned Amount [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 two
immediately preceding sentences 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 WAIVES ANY RIGHTS IT 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:____________________________________
  


  Name:__________________________________

  Title:___________________________________

  


                        [Name of Assignee]



  By:____________________________________
  


  Name:__________________________________

  Title:___________________________________
  


SCHEDULE I


NOTICE OF ASSIGNMENT AND ACCEPTANCE


  
    
      
      
  Date: ____________________

  








  Bank of America, N.A., as Agent

  1850 Gateway Blvd.

  Concord, CA 94520-3281

  Attention: Agency Administrative Services #5596



  Bank of America, N.A., as Agent

  High Technology #3697

  555 California Street, 41st Fl.

  San Francisco, CA 94104-1502

  Attention: Kevin McMahon, Managing Director



  Compaq Computer Corporation

  ___________________________
  


  ___________________________
  
  


  ___________________________
  


  Ladies and Gentlemen:


We refer to the $1,000,000,000 Revolving Credit Agreement,
dated as of October 1, 1999 (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"), Bank of America, N.A.,
as administrative agent for the Banks (in such capacity, the "Agent"),
and The Chase Manhattan Bank and Citibank, N.A., as syndication agents. 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 ASSOCIATION, as Agent



   



  By:  ____________________________________
  


  Name: __________________________________

  Title:____________________________________